EXHIBIT 4.12
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CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION
Transferor and Servicer
and
THE BANK OF NEW YORK,
Trustee
on behalf of the Series 2004-CC Certificateholders
_____________________________
SERIES 2004-CC SUPPLEMENT
Dated as of October 15, 2004
to
THIRD AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT
Dated as of November 15, 1999, as amended
__________________________
CHASE CREDIT CARD MASTER TRUST
Series 2004-CC
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TABLE OF CONTENTS
Page
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SECTION 1. Designation.................................................................1
SECTION 2. Definitions.................................................................2
SECTION 3. Reassignment and Transfer Terms.............................................9
SECTION 4. Delivery and Payment for the Series 2004-CC Certificate....................10
SECTION 5. Depository; Form of Delivery of the Series 2004-CC Certificate.............10
SECTION 6. Article IV of Agreement....................................................10
SECTION 7. Article V of the Agreement.................................................13
SECTION 8. Article VI of the Agreement................................................15
SECTION 9. Series 2004-CC Pay Out Events..............................................16
SECTION 10. Series 2004-CC Termination................................................17
SECTION 11. Transfer of the 2004-CC Certificate.......................................17
SECTION 12. ERISA Legend..............................................................18
SECTION 13. Consent to Amendment to the Agreement.....................................18
SECTION 14. Consent Rights............................................................19
SECTION 15. Counterparts..............................................................19
SECTION 16. GOVERNING LAW.............................................................19
SECTION 17. Article 8 Opt-In..........................................................19
SECTION 18. No Petition...............................................................20
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EXHIBITS
EXHIBIT A Form of Series 2004-CC Certificate.............................A-1
EXHIBIT B Form of Monthly Allocations and Payment Instructions...........B-1
EXHIBIT C Form of Monthly Series 2004-CC Certificateholder's
Statement......................................................C-1
ii
SERIES 2004-CC SUPPLEMENT, dated as of October 15, 2004 (this
"Series Supplement") by and between CHASE MANHATTAN BANK USA, NATIONAL
ASSOCIATION ("Chase USA"), as Transferor on and after June 1, 1996 and as
Servicer, and THE BANK OF NEW YORK, as Trustee under 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, the Second
Amendment thereto, dated as of March 1, 2002, the Third Amendment thereto,
dated July 15, 2004, and the Fourth Amendment thereto, dated October 15, 2004
each among Chase USA, JPMorgan Chase Bank and the Trustee (as the same may be
further amended, modified or supplemented from time to time (the "Agreement").
Section 6.9 of the Agreement provides, among other things,
that the Holder of the Transferor Certificate may permit the issuance of one or
more new Series of Investor Certificates from time to time by notifying the
Trustee and that, in connection with such issuance, the Transferor, the
Servicer and the Trustee shall enter into a supplement to the Agreement for the
purposes of specifying the relevant terms of each such new Series and
authorizing the delivery by the Trustee to the Transferor, for execution and
redelivery to the Trustee for authentication, of one or more Series of
Certificates. The Transferor has delivered the New Issuance Notice required by
Section 6.9(b) of the Agreement and hereby enters into this Series Supplement
with the Trustee and the Servicer as required by Section 6.9(c) of the
Agreement to provide for the issuance, authentication and delivery of the
Series 2004-CC Certificate (as defined below).
Pursuant to this Series Supplement, the Transferor and the
Trustee shall create a new Series of Investor Certificates and shall specify
the Principal Terms thereof. The Investor Certificates of Series 2004-CC shall
not be subordinated to any other Series.
On the Closing Date, the Series 2004-CC Certificate will be
deposited by the Transferor in the Chase Issuance Trust and pledged by the
Chase Issuance Trust to an indenture trustee to secure certain notes to be
issued from time to time by the Chase Issuance Trust.
SECTION 1. Designation.
(a) There is hereby created a Series consisting of a single
Class pursuant to the Agreement and this Series Supplement to be known as the
Series 2004-CC Certificate (the "Series 2004-CC Certificate"). The Series 2004-
CC Certificate shall be issued as one definitive certificate substantially in
the form of Exhibit A hereto. Series 2004-CC is (1) an Unapplied Master Trust
Level Principal Sharing Collateral Certificate with respect to Asset Pool One,
(2) an Unapplied Master Trust Level Excess Finance Charge Sharing Collateral
Certificate with respect to Shared Excess Available Finance Charge Collections
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Group A and (3) an Unapplied Excess Finance Charge Sharing Collateral
Certificate with respect to Shared Excess Available Finance Charge Collections
Group A.
(b) Series 2004-CC shall be included in Group One (as defined
below).
(c) Except as expressly provided herein, (i) the requirement
under Section 6.9(b) of the Agreement that an Opinion of Counsel and a Tax
Opinion be delivered shall not be applicable to the authentication and delivery
of the Series 2004-CC Certificate and (ii) the provisions of Section 3.7 of the
Agreement shall not apply to cause the Series 2004-CC Certificate to be treated
as debt for federal, state and local income and franchise tax purposes, but
rather the Transferor intends and, together with the Series 2004-CC
Certificateholder, agrees to treat the Series 2004-CC Certificate for federal,
state and local income and franchise tax purposes as representing an equity
interest in the assets of the Trust.
SECTION 2. Definitions. In the event that any term or
provision contained herein shall conflict with or be inconsistent with any
provision contained in the Agreement, the terms and provisions of this Series
Supplement shall govern. All Article, Section or subsection references herein
shall mean Article, Section or subsections of the Agreement, except as
otherwise provided herein. All capitalized terms not otherwise defined herein
are defined in the Agreement. Each capitalized term defined herein shall relate
only to the Series 2004-CC Certificate and to no other Series of Certificates
issued by the Trust.
"Additional Invested Amounts" shall have the meaning
specified in Section 6.15(a).
"Additional Investment Date" shall have the meaning specified
in Section 6.15(b).
"Aggregate Remaining Master Trust Level Required Amount"
shall mean, for any Transfer Date, the sum of the Remaining Master Trust Level
Required Amounts for all Series in Group One other than Series 2004-CC for such
Transfer Date.
"Agreement" shall have the meaning specified in the first
paragraph hereof.
"Amortization Period" shall mean any Monthly Period with
respect to the Series 2004-CC Certificate (1) beginning with the Monthly Period
in which the Pay Out Commencement Date occurs or (2) during which the sum of
the Series 2004-CC Principal Collections and the Investor Default Amount for
such Monthly Period is greater than the Additional Invested Amounts for the
period from and including the first day of the immediately succeeding Monthly
Period through and including the First Note Transfer Date occurring in such
immediately succeeding Monthly Period.
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"Asset Pool One" shall have the meaning specified in the
Asset Pool One Supplement.
"Asset Pool One Servicing Fee" shall have the meaning
specified in the Asset Pool One Supplement.
"Asset Pool One Supplement" shall mean the Amended and
Restated Asset Pool One Supplement, dated as of October 15, 2004, between the
Chase Issuance Trust, as Issuer, and Xxxxx Fargo Bank, National Association, as
Indenture Trustee and Collateral Agent, as amended.
"Base Rate" shall mean, for any Monthly Period, with respect
to Series 2004- CC, the weighted average of the "Base Rates" (as defined in the
applicable Indenture Supplements) for all series of Group A Notes for such
Monthly Period.
"Certificate Representative" shall mean the Holder of record
or the designee of such Holder of the Series 2004-CC Certificate.
"Closing Date" shall mean October 15, 2004.
"Code" shall mean the Internal Revenue Code of 1986, as
amended.
"Collateral Agent" shall mean Xxxxx Fargo Bank, National
Association and its successors and assigns.
"Cumulative Master Trust Level Series Principal Shortfall"
shall mean, for any Transfer Date, the sum of the "Series Principal Shortfalls"
(as such term is defined in each of the related Series Supplements) for all
Series other than Series 2004-CC for such Transfer Date.
"ERISA" shall mean the Employee Retirement Income Security
Act of 1974, as amended.
"Fitch" shall mean Fitch, Inc., doing business as Fitch
Ratings, and any successor thereto.
"Floating Allocation Percentage" shall mean, for any Monthly
Period, a fraction:
(x) the numerator of which is the Invested Amount of the Series
2004-CC Certificate as of the close of business on the last day of the
prior Monthly Period, or with respect to the first Monthly Period, the
Initial Invested Amount; provided, however, that if the
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Invested Amount of the Series 2004-CC Certificate is increased in the Monthly
Period for which the determination is being made, the numerator shall be the
highest Invested Amount of the Series 2004-CC Certificate in such Monthly
Period; provided, further, that if the Invested Amount of Series 2004-CC is
reduced to zero in such Monthly Period, the numerator shall be zero; and
(y) the denominator of which is the greater of (a) the sum of (i) the
aggregate amount of Principal Receivables as of the close of business on the
last day of the prior Monthly Period (or with respect to the first calendar
month in the first Monthly Period, the aggregate amount of Principal
Receivables in the Trust as of the close of business on the day immediately
preceding the Closing Date, and with respect to the second calendar month in
the first Monthly Period, the aggregate amount of Principal Receivables as of
the close of business on the last day of the first calendar month in the first
Monthly Period) and (ii) the Excess Funding Amount as of the close of business
on such last day of the prior Monthly Period and (b) the sum of the numerators
used to calculate the Investor Percentages (as such term is defined in the
Agreement) for allocations with respect to Finance Charge Receivables, Default
Amounts or Principal Receivables, as applicable, for all outstanding Series on
such date of determination; provided, however, that with respect to any Monthly
Period in which an Addition Date occurs or in which a Removal Date occurs, the
amount determined pursuant to clause (a)(i) hereof shall be the quotient of (A)
the sum of (I) the aggregate amount of Principal Receivables in the Trust as of
the close of business on the last day of the prior Monthly Period multiplied by
the actual number of days in the period from and including the first day of
such Monthly Period to but excluding the related Addition Date or Removal Date
and (II) the aggregate amount of Principal Receivables in the Trust as of the
beginning of the day on the related Addition Date or Removal Date after
adjusting for the aggregate amount of Principal Receivables added to or removed
from the Trust on the related Addition Date or Removal Date, multiplied by the
actual number of days in the period from and including the related Addition
Date or Removal Date to and including the last day of such Monthly Period
divided by (B) the actual number of days in such Monthly Period.
"Group A Level Collateral Certificate Finance Charge
Shortfall Allocation" shall mean, for any Transfer Date, with respect to Series
2004-CC, the "Collateral Certificate Finance Charge Shortfall Allocation" (as
defined in the Indenture) calculated with respect to Series 2004-CC for such
Transfer Date.
"Group A Notes" shall mean each series of notes issued
pursuant to the Indenture that are included in "Shared Excess Available Finance
Charge Collections Group A" pursuant to the related Indenture Supplement.
"Group One" shall mean Series 2004-CC and each other Series
specified in the related Supplement to be included in Group One.
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"Indenture" shall mean the Amended and Restated Indenture,
dated October 15, 2004, between the Chase Issuance Trust, as Issuer, and Xxxxx
Fargo Bank, National Association, as Indenture Trustee, as amended and
supplemented from time to time.
"Indenture Supplement" shall mean, with respect to any series
of Group A Notes, the related supplement to the Indenture.
"Initial Invested Amount" shall mean the aggregate initial
principal amount of the Investor Certificate of Series 2004-CC, which is
$500,000,000.
"Initial Investor Interest" shall mean the Initial Invested
Amount.
"Invested Amount" shall mean, with respect to the Series
2004-CC Certificate as of the close of business on any day, an amount not less
than zero equal to (i) the Invested Amount as of the close of business on the
prior day (or, with respect to the first day of the first Monthly Period, such
amount shall be the Initial Invested Amount), minus (ii) the Series 2004-CC
Principal Collections, if any, paid on such date, minus (iii) the Investor
Default Amount, if any, recognized pursuant to Section 4.9 on such date, plus
(iv) the Additional Invested Amounts, if any, added on such date.
"Investor Certificateholder" shall mean the holder of record
of the Investor Certificate of Series 2004-CC.
"Investor Certificate" shall mean the Series 2004-CC
Certificate.
"Investor Default Amount" shall mean, with respect to the
Series 2004-CC Certificate, with respect to any Monthly Period, an amount equal
to the sum of (a) the product of the Default Amount for all Accounts that
became Defaulted Accounts in such Monthly Period and the Floating Allocation
Percentage for such Monthly Period, minus (b) the Recoveries Reallocation
Amount for such Monthly Period.
"Investor Interest" shall mean the Invested Amount.
"Investor Percentage" shall mean for any Monthly Period, (a)
with respect to Finance Charge Receivables and the Default Amount, the Floating
Allocation Percentage and (b) with respect to Principal Receivables, the
Principal Allocation Percentage.
"Investor Servicing Fee" shall, with respect to the Series
2004-CC Certificate, with respect to any Monthly Period, mean an amount equal
to one-twelfth of the product of (A) the Series Servicing Fee Percentage and
(B) the highest Invested Amount used as the numerator of the Floating
Allocation Percentage for such Monthly Period.
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"Issuance Date" shall mean the Closing Date.
"Lien" shall have the meaning specified in the Transfer and
Servicing Agreement.
"Master Owner Trust Servicer" shall mean Chase USA, as
servicer for the Chase Issuance Trust and any successors or assigns.
"Master Trust Level Shared Excess Finance Charge Collections"
shall mean, with respect to any Series in Group One, the amount of Collections
of Finance Charge Receivables allocated to such Series but available to cover
Required Amounts for other Series in Group One pursuant to the Series
Supplement relating to such Series.
"Master Trust Level Shared Principal Collections" shall mean,
with respect to any Series, the amount of Collections of Principal Receivables
allocated to such Series but available to cover Principal Shortfalls for other
Series pursuant to the Series Supplement relating to such Series.
"Minimum Transferor Interest Percentage" shall mean 4%;
provided, however, that the Transferor may reduce the Minimum Transferor
Interest Percentage in accordance with the definition of "Minimum Transferor
Interest Percentage" in the Agreement.
"Pay Out Commencement Date" shall mean the earliest to occur
of (i) the date on which a Trust Pay Out Event is deemed to occur pursuant to
Section 9.1 and (ii) the date on which a Series 2004-CC Pay Out Event is deemed
to occur pursuant to Section 9 of this Series Supplement.
"Principal Allocation Percentage" shall mean, for any Monthly
Period, (1) during the Revolving Period, the Floating Allocation Percentage and
(2) during an Amortization Period, a fraction:
(x) the numerator of which is the highest Invested Amount during the
last Monthly Period of the most recent Revolving Period, or with respect to the
first Monthly Period, the Initial Invested Amount; provided, that if the
Invested Amount of Series 2004-CC is reduced to zero during such Monthly
Period, the numerator shall be zero, and
(y) the denominator of which is the greater of (a) the sum of (i) the
aggregate amount of Principal Receivables in the Trust determined as of the
close of business on the last day of the prior Monthly Period and (ii) the
Excess Funding Amount as of the close of business on such last day of the prior
Monthly Period and (b) the sum of the numerators used to calculate the Investor
Percentages (as such term is defined in the Agreement) for allocations with
respect to Principal Receivables for all outstanding Series on such date of
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determination; provided, however, that with respect to any Monthly Period in
which an Addition Date occurs or in which a Removal Date occurs, the amount
determined pursuant to clause (a)(i) hereof shall be the quotient of (A) the
sum of (I) the aggregate amount of Principal Receivables in the Trust as of the
close of business on the last day of the prior Monthly Period multiplied by the
actual number of days in the period from and including the first day of such
Monthly Period to but excluding the related Addition Date or Removal Date and
(II) the aggregate amount of Principal Receivables in the Trust as of the
beginning of the day on the related Addition Date or Removal Date after
adjusting for the aggregate amount of Principal Receivables added to or removed
from the Trust on the related Addition Date or Removal Date, multiplied by the
actual number of days in the period from and including the related Addition
Date or Removal Date to and including the last day of such Monthly Period
divided by (B) the actual number of days in such Monthly Period.
"Rating Agency" shall mean each nationally recognized rating
agency that has rated the Series 2004-CC Certificate at the request of the
Transferor.
"Rating Agency Condition" shall mean the notification in
writing by each Rating Agency to the Transferor, the Servicer and the Trustee
that any action will not result in any Rating Agency reducing or withdrawing
its then existing rating of the Certificates of any outstanding Series or class
with respect to which it is a Rating Agency.
"Recoveries Reallocation Amount" shall mean, for any Monthly
Period, the lesser of (a) the product of the Floating Allocation Percentage and
the aggregate amount of Recoveries, in each case, for such Monthly Period or
(b) the product of the Floating Allocation Percentage for such Monthly Period
and the Default Amount for all Accounts that became Defaulted Accounts in such
Monthly Period.
"Remaining Amount" shall mean, with respect to any Series in
Group One other than Series 2004-CC, for any Transfer Date, the "Remaining
Amount" or "Finance Charge Shortfall" as defined in the related Series
Supplement.
"Remaining Master Trust Level Principal Shortfall" shall
mean, for any Transfer Date, with respect to any Series other than Series
2004-CC, the Principal Shortfall, if any, for such Series after application of
any Shared Principal Collections allocated thereto on such Transfer Date by any
Series other than Series 2004-CC.
"Remaining Master Trust Level Required Amount" shall mean,
for any Transfer Date, with respect to any Series other than Series 2004-CC,
the Remaining Amount, if any, for such Series after application of any Shared
Excess Finance Charge Collections allocated thereto on such Transfer Date by
any Series other than Series 2004-CC.
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"Revolving Period" shall mean each Monthly Period other than
a Monthly Period occurring during the Amortization Period.
"Series 2004-CC" shall mean the Series of the Chase Credit
Card Master Trust represented by the Series 2004-CC Certificate.
"Series 2004-CC Certificate" shall have the meaning specified
in Section 1 of this Series Supplement.
"Series 2004-CC Certificateholder" shall mean the Certificate
Representative of the Series 2004-CC Certificate.
"Series 2004-CC Certificateholders' Interest" shall have the
meaning specified in Section 4.6.
"Series 2004-CC Finance Charge Collections" shall mean, with
respect to any Monthly Period, an amount equal to the sum of (a) the Floating
Allocation Percentage of Collections of Finance Charge Receivables for such
Monthly Period, minus (b) the Recoveries Reallocation Amount for such Monthly
Period.
"Series 2004-CC Pay Out Event" shall have the meaning
specified in Section 9 of this Series Supplement.
"Series 2004-CC Principal Collections" shall mean, with
respect to any Monthly Period, an amount equal to the sum of (a) the Principal
Allocation Percentage of Collections of Principal Receivables with respect to
such Monthly Period and (b) the Recoveries Reallocation Amount for such Monthly
Period.
"Series 2004-CC Principal Shortfall Allocation" shall mean,
for any Transfer Date, the "Collateral Certificate Principal Shortfall
Allocation" (as defined in the Indenture) with respect to the Series 2004-CC
Certificate.
"Series 2004-CC Principal Shortfall Payment" shall have the
meaning specified in Section 4.8(b).
"Series 2004-CC Termination Date" shall mean the earlier to
occur of (i) the day after the Transfer Date on which the Invested Amount of
the Series 2004-CC Certificate is paid in full, (ii) the date on which all of
the notes issued by the Chase Issuance Trust are due and payable pursuant to
the Indenture and (iii) the Trust Termination Date.
"Series Servicing Fee Percentage" shall mean 1.50% for so
long as Chase USA is the Servicer or 2.00% if Chase USA is no longer the
Servicer.
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"Transfer and Servicing Agreement" shall mean the Amended and
Restated Transfer and Servicing Agreement, dated as of October 15, 2004, among
Chase USA, as Transferor, Servicer and Administrator, the Chase Issuance Trust,
as Issuer, and Xxxxx Fargo Bank, National Association, as Indenture Trustee and
Collateral Agent, as amended, supplemented or restated from time to time.
"Transfer Date" shall mean [ ], 2004 and the Business Day
prior to the 15th day of each month thereafter.
"Unapplied Excess Finance Charge Collections" shall have the
meaning specified in the Indenture.
"Unapplied Excess Finance Charge Sharing Collateral
Certificate" shall have the meaning specified in the Indenture.
"Unapplied Master Trust Level Excess Finance Charge
Collections" shall mean, for any Transfer Date, the amount of Master Trust
Level Shared Excess Finance Charge Collections remaining after application
thereof to cover Required Amounts for all Series in Group One other than Series
2004-CC on such Transfer Date.
"Unapplied Master Trust Level Excess Finance Charge Sharing
Collateral Certificate" shall have the meaning specified in the Indenture.
"Unapplied Master Trust Level Principal Sharing Collateral
Certificate" shall mean (a) Series 2004-CC and (b) any other Series designated
as such in the Series Supplement pursuant to which a collateral certificate is
issued by the Trust.
"Unapplied Master Trust Level Principal Collections" shall
have the meaning specified in Section 4.11.
"Unpaid Investor Servicing Fee" shall mean with respect to
any Monthly Period, the amount of the Investor Servicing Fee with respect to
each prior Monthly Period not previously distributed to the Servicer pursuant
to Section 4.10 of the Agreement.
SECTION 3. Reassignment and Transfer Terms. The Series
2004-CC Certificate shall be subject to retransfer to the Transferor at its
option (so long as the Transferor is the Servicer or an Affiliate of the
Servicer), in accordance with the terms specified in Section 12.2(a), on any
Distribution Date on or after the Distribution Date on which the Invested
Amount (after giving effect to all payments on such Distribution Date) is
reduced to an amount less than or equal to 10% of the highest Invested Amount
at any time (or such other percentage as shall be specified from time to time
by the Servicer, consistent with sale treatment under generally accepted
accounting principles and regulatory accounting
9
principles). The deposit required in connection with any such retransfer shall
be equal to the Invested Amount on the Distribution Date on which the
retransfer occurs.
SECTION 4. Delivery and Payment for the Series 2004-CC
Certificate. The Transferor shall execute and deliver the Series 2004-CC
Certificate to the Trustee for authentication in accordance with Section 6.1.
The Trustee shall deliver the Series 2004-CC Certificate when authenticated in
accordance with Section 6.2.
SECTION 5. Depository; Form of Delivery of the Series 2004-CC
Certificate.
(a) The Series 2004-CC Certificate shall be delivered as a
Registered Certificate as provided in Section 6.1.
(b) When issued and sold in accordance with the terms of the
Agreement, including when duly executed and authenticated by the Trustee in
accordance with the terms of the Agreement and when issued and delivered
against payments therefore, the Series 2004- CC Certificate will be duly and
validly issued and outstanding, fully paid, non-assessable, and entitled to the
benefits of the Agreement.
SECTION 6. Article IV of Agreement. Section 4.1 through
Section 4.5 shall each be read in its entirety as provided in the Agreement.
Article IV (except for Section 4.1 through Section 4.5 thereof) shall read in
its entirety as follows and shall be applicable only to the Series 2004-CC
Certificate:
ARTICLE IV
RIGHTS OF CERTIFICATEHOLDERS AND
ALLOCATION AND APPLICATION OF COLLECTIONS
Section 4.6 Rights of the Series 2004-CC Certificateholder.
The Series 2004- CC Certificate shall represent an undivided interest in the
Trust, consisting of the right to receive, to the extent necessary to make the
required payments with respect to the Series 2004-CC Certificate, at the times
and in the amounts specified in this Agreement, (a) the Floating Allocation
Percentage and Principal Allocation Percentage (as applicable from time to
time) of Collections received with respect to the Receivables and (b) funds on
deposit in the Collection Account, the Finance Charge Account and the Principal
Account, the Excess Funding Account and the Distribution Account allocable to
the Series 2004-CC Certificate (the "Series 2004-CC Certificateholder's
Interest"). The Series 2004-CC Certificate shall not represent any interest in
the Collection Account, the Finance Charge Account, the Principal Account, the
Excess Funding Account or the Distribution Account except as specifically
provided in this Article IV.
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Section 4.7 Collections and Allocations. The Servicer shall
apply or shall instruct the Trustee to apply all funds on deposit in the
Collection Account, the Finance Charge Account, the Excess Funding Account, the
Distribution Account and the Principal Account, allocable to the Series 2004-CC
Certificate, in the manner described in the Agreement.
Section 4.8 Monthly Payments. On each Transfer Date, the
Trustee, acting in accordance with written instructions from the Servicer
substantially in the form of Exhibit B hereto, shall make the withdrawals,
deposits and payments specified in subsections (a) and (b) of this Section 4.8.
(a) On each Transfer Date, the Trustee shall deposit into the
Distribution Account for payment to the Series 2004-CC Certificateholder an
amount equal to the sum of (i) the Series 2004-CC Finance Charge Collections
deposited or deemed to have been deposited into the Finance Charge Account for
the related Monthly Period and (ii) the amount specified in Section 4.12(b) for
such Transfer Date.
(b) On each Transfer Date, the Trustee shall deposit into the
Distribution Account for payment to the Series 2004-CC Certificateholder an
amount equal to the sum of (i) the Series 2004-CC Principal Collections
deposited or deemed to have been deposited into the Principal Account for the
related Monthly Period and (ii) an amount equal to the lesser of (A) the Series
2004-CC Principal Shortfall Allocation for such Transfer Date and (B) the
amount of Unapplied Master Trust Level Principal Collections for such Transfer
Date (the "Series 2004-CC Principal Shortfall Payment").
Notwithstanding the foregoing, for so long as the
requirements of the third paragraph of Section 4.3(a) are satisfied, each of
the payments described in Sections 4.8(a) and 4.8(b) shall be made by the
Servicer, the Servicer shall not be required to deposit the amounts so paid in
the Collection Account, the Excess Funding Account, the Finance Charge Account,
the Principal Account or the Distribution Account prior to payment, and the
information provided to the Trustee as set forth on Exhibit B hereto shall be
for informational purposes only and shall not be in the form of an instruction
to make deposits and withdrawals.
Section 4.9 Investor Default Amount. On each Determination
Date, the Servicer shall calculate the Investor Default Amount for the
preceding Monthly Period and such Investor Default Amount shall be recognized
and subtracted from the Invested Amount in accordance with the definition
thereof as of the related Transfer Date.
Section 4.10 Investor Servicing Fee. On each Determination
Date, with respect to any Monthly Period, the Servicer shall calculate the
Investor Servicing Fee for the preceding Monthly Period. With respect to
each Monthly Period, the Investor Servicing Fee
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plus any Unpaid Investor Servicing Fee shall be paid to the Servicer on behalf
of the holder of the Series 2004-CC Certificate at the time specified and to
the extent of funds available pursuant to the Transfer and Servicing Agreement.
Section 4.11 Series 2004-CC Principal Shortfall Allocations.
As specified in Section 1(a), Series 2004-CC shall be an Unapplied Master Trust
Level Principal Sharing Collateral Certificate with respect to Asset Pool One.
On each Determination Date, the Servicer shall calculate the amount of the
excess of the Master Trust Level Shared Principal Collections for all Series
other than Series 2004-CC over the Cumulative Master Trust Level Series
Principal Shortfall for such Transfer Date (such excess amount, together with
any additional amounts to be treated as such pursuant to Section 6.15(c),
"Unapplied Master Trust Level Principal Collections") and shall notify the
servicer of the Series 2004-CC Certificateholder of such amount. On each
Transfer Date, the Servicer shall make the Series 2004-CC Collateral
Certificate Principal Shortfall Payment, if applicable, in accordance with
Section 4.8(b).
Section 4.12 Shared Excess Finance Charge Collections. As
specified in Section 1(a), Series 2004-CC shall be an Unapplied Excess Finance
Charge Sharing Collateral Certificate with respect to Shared Excess Available
Finance Charge Collections Group A and an Unapplied Master Trust Level Excess
Finance Charge Sharing Collateral Certificate.
(a) Allocations from Group A to Series in Group One. On each
Determination Date, the Servicer shall calculate the Aggregate Remaining Master
Trust Level Required Amount for the related Transfer Date and shall notify the
Master Owner Trust Servicer of such amount. Unapplied Excess Finance Charge
Collections paid to the Trust by the Series 2004-CC Certificateholder on such
Transfer Date shall be allocated to each Series in Group One with a Remaining
Master Trust Level Required Amount for such Transfer Date to reduce such
Remaining Master Trust Level Required Amount for such Series as follows:
(x) if the amount of Unapplied Excess Finance Charge
Collections paid to the Trust by the Series 2004-CC Certificateholder on such
Transfer Date is greater than or equal to the Aggregate Remaining Master Trust
Level Required Amount for such Transfer Date, to each Series in Group One that
has a Remaining Master Trust Level Required Amount for such Transfer Date in an
amount equal to such Remaining Master Trust Level Required Amount; or
(y) if the amount of Unapplied Excess Finance Charge
Collections paid to the Trust by the Series 2004-CC Certificateholder on such
Transfer Date is less than the Aggregate Remaining Master Trust Level Required
Amount for such Transfer Date, to each Series in Group One that has a Remaining
Master Trust Level Required Amount in an amount equal to the product of (x) the
amount of Unapplied Excess Finance Charge ollections paid to the Trust by the
Series 2004-CC Certificateholder on such Transfer Date and (y)
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a fraction, the numerator of which is the Remaining Master Trust Level Required
Amount for such Series and the denominator of which is the Aggregate Remaining
Master Trust Level Required Amount.
(b) Allocations from Series in Group One to Group A. On each
Determination Date, the Servicer shall calculate the amount of Unapplied Master
Trust Level Excess Finance Charge Collections for the related Transfer Date and
shall notify the servicer of the Series 2004-CC Certificateholder of such
amount. On each Transfer Date, the Servicer shall allocate and pay to the
Series 2004-CC Certificateholder an amount equal to the lesser of (i) the Group
A Level Collateral Certificate Finance Charge Shortfall Allocation for Series
2004-CC for such Transfer Date and (ii) the amount of Unapplied Master Trust
Level Excess Finance Charge Collections for such Transfer Date.
SECTION 7. Article V of the Agreement. Article V shall read
in its entirety as follows and shall be applicable only to the Series 2004-CC
Certificate:
ARTICLE V
DISTRIBUTIONS AND REPORTS TO INVESTOR
CERTIFICATEHOLDERS
Section 5.1 Distributions.
On each Transfer Date, the Trustee shall distribute (in
accordance with the certificate delivered by the Servicer to the Trustee
pursuant to Section 3.4(b)) the aggregate amount deposited into the
Distribution Account and payable to the Series 2004-CC Certificateholder
pursuant to Section 4.8 to the account of the Certificate Representative as
specified in writing by the Certificate Representative, in immediately
available funds; provided, however, that for so long as the requirements of the
third paragraph of Section 4.3(a) are satisfied, such payment shall be made by
the Servicer in accordance with the last paragraph of Section 4.8.
Section 5.2 Monthly Certificateholders' Statement.
(a) On or before each Transfer Date, the Servicer shall
forward to the Certificate Representative a statement substantially in the form
of Exhibit C prepared by the Servicer and delivered to the Trustee and the
Paying Agent on the preceding Determination Date setting forth the following
information:
(i) the total amount distributed;
13
(ii) the amount of Collections of Principal Receivables
processed during the related Monthly Period allocated to the Series
2004-CC Certificate;
(iii) the amount of Collections of Finance Charge
Receivables processed during the related Monthly Period allocated to the
Series 2004-CC Certificate as well as other amounts to be treated as
Series 2004-CC Finance Charge Collections;
(iv) the amount of Unapplied Master Trust Level Principal
Collections allocated to Series 2004-CC for the related Monthly Period;
(v) the aggregate amount of Principal Receivables and the
Invested Amount as of the end of the day on the Record Date;
(vi) the aggregate amount of Receivables as of the end of
the day on the Record Date;
(vii) the aggregate outstanding balance of Accounts which
are 30 to 59, 60 to 89, 90[to 119, 120 to 149 and 150] or more days
delinquent as of the end of the day on the Record Date;
(viii) the Aggregate Investor Default Amount, for the
related Monthly Period;
(ix) the amount of the Investor Servicing Fee, for the
related Monthly Period;
(x) the Additional Invested Amounts for the related
Monthly Period;
(xi) the Invested Amount used in the calculation of the
Principal Allocation Percentage;
(xii) the Invested Amount used in the calculation of the
Floating Allocation Percentage; and
(xiii) such other items as are set forth in Exhibit C to
this Series Supplement.
On or before each Transfer Date, the Servicer shall deliver a
copy of each such statement to each Rating Agency.
14
SECTION 8. Article VI of the Agreement. Article VI (except
for Section 6.1 through 6.14 thereof) shall read in its entirety as follows and
shall be applicable only to the Series 2004-CC Certificate:
ARTICLE VI
THE CERTIFICATES
Section 6.15 Additional Invested Amounts.
(a) The Transferor may sell to the Series 2004-CC
Certificateholder on any Business Day additional undivided interests in the
Trust in specified amounts (such amounts, the "Additional Invested Amounts") if
the conditions precedent to selling an additional interest set forth in Section
6.15(b) have been met. If the Series 2004- CC Certificateholder acquires such
additional interest, the Series 2004-CC Certificateholder shall make a cash
payment to the Transferor on such Business Day (to be applied in accordance
with Section 6.15(c)) in the amount of such Additional Invested Amount;
provided, however, that if the Transferor is, as of such Business Day, the
holder of the transferor interest in an asset pool in the Chase Issuance Trust,
as an alternative form of consideration, the Transferor may accept an increase
in the amount of such transferor interest in an asset pool in the Chase
Issuance Trust. The Transferor Interest in the Trust shall decrease as a result
of such sale.
Any Additional Invested Amounts purchased by the Series
2004-CC Certificateholder shall be evidenced by the definitive Certificate held
by the Certificateholder issued on the Closing Date substantially in the form
of Exhibit A hereto. The Series 2004- CC Certificateholder shall and is hereby
authorized to record on the grid attached to the Series 2004-CC Certificate (or
at such Certificateholder's option, in its internal books and records) the date
and invested amount of any Additional Invested Amounts purchased by it, the
current invested amount thereof and each change thereto; provided, however,
that failure to make any such recordation on such grid or any error in such
grid shall not adversely affect such Certificateholder's rights with respect to
its Invested Amount. The Trustee shall not be responsible for the accuracy of
any information on any such grid or with respect to the Certificateholder's
notations in its internal books and records. The Servicer shall appropriately
note all Additional Invested Amounts (and the increased Invested Amount) as
well as any principal payment and reductions due to the Investor Default Amount
on the Servicer's certificate delivered with respect to the related Monthly
Period and direct the Trustee in writing to apply payments for Additional
Invested Amounts as set forth in Section 6.15(c).
(b) The Transferor may determine to sell an additional
interest on any date (each, an "Additional Investment Date") as set forth in
Section 6.15(a) above subject to fulfillment of the following conditions
precedent:
15
(i) on such Additional Investment Date, no event shall
have occurred and be continuing, or shall result from such purchase of
Additional Invested Amounts, that constitutes a Trust Pay Out Event or a
Series 2004-CC Pay Out Event;
(ii) on such Additional Investment Date, after giving
effect to the purchase of Additional Invested Amounts, the Transferor
Interest shall equal or exceed the Minimum Transferor Interest and the
aggregate amount of Principal Receivables shall equal or exceed the
Minimum Aggregate Principal Receivables;
(iii) on such Additional Investment Date, the Additional
Invested Amounts shall be conveyed to the Series 2004-CC Certificateholder
free and clear of any Lien (other than any Lien for municipal or other
local taxes if such taxes are not then due and payable or if the
Transferor is then contesting the validity thereof in good faith by
appropriate proceedings and has set aside on its books and records
adequate reserves with respect thereto) and in compliance, in all material
respects, with all Requirements of Law applicable to the Transferor; and
(iv) as of such Additional Investment Date, all
authorizations, consents, orders or approvals of or registrations or
declarations with any Governmental Authority required to be obtained,
effected or given by the Transferor in connection with such Additional
Invested Amount have been duly obtained, effected or given and are in full
force and effect.
(c) On each Transfer Date, the Trustee shall include the
proceeds from purchases of Additional Invested Amounts in the amount of Shared
Principal Collections for such Transfer Date, in an amount up to the lesser of
(i) the amount of Additional Invested Amounts made during the period from and
including the first day of the Monthly Period in which such Transfer Date
occurs to and including such Transfer Date allocated to the Series 2004-CC
Certificate and (ii) the amount of Principal Collections allocated to Series
2004-CC and the Investor Default Amount for the related Monthly Period. Any
remaining proceeds from purchases of Additional Invested Amounts shall be paid
to the Transferor. Any proceeds received from the purchases of Additional
Invested Amounts on any day which is not a Transfer Date shall be paid to the
Transferor at the time received by the Trust.
SECTION 9. Series 2004-CC Pay Out Events. If any one of the
following events shall occur with respect to the Series 2004-CC Certificate:
(a) failure on the part of the Transferor (i) to make any
payment or deposit required by the terms of (A) the Agreement or (B) this
Series Supplement, on or before the date occurring five days after the date
such payment or deposit is required to be made herein or (ii) duly to observe
or perform in any material respect any other covenants or agreements of the
Transferor set forth in the Agreement or this Series Supplement, which
16
failure has a material adverse effect on the Series 2004-CC Certificateholder
and which continues unremedied for a period of sixty (60) days after the date
on which written notice of such failure, requiring the same to be remedied,
shall have been given to the Transferor by the Trustee, and continues to
materially and adversely affect the interests of the Series 2004- CC
Certificateholder for such period;
(b) any representation or warranty made by the Transferor in
the Agreement or this Series Supplement, or any information contained in a
computer file or microfiche list required to be delivered by the Transferor to
the Trustee pursuant to Section 2.1 or Section 2.6, (i) shall prove to have
been incorrect in any material respect when made or when delivered, which
continues to be incorrect in any material respect for a period of sixty (60)
days after the date on which written notice of such failure, requiring the same
to be remedied, shall have been given to the Transferor by the Trustee and (ii)
as a result of which the interests of the Series 2004-CC Certificateholder is
materially and adversely affected and continues to be materially and adversely
affected for such period; provided, however, that a Series 2004-CC Pay Out
Event pursuant to this Section 9(b) shall not be deemed to have occurred
hereunder if the Transferor has accepted reassignment of the related
Receivable, or all of such Receivables, if applicable, during such period, or
such longer period as the Trustee may specify, in accordance with the
provisions of the Agreement;
(c) the Transferor shall fail to convey Receivables arising
under Additional Accounts to the Trust, as required by Section 2.6(a); or
(d) any Servicer Default shall occur which would have a
material adverse effect on the Series 2004-CC Certificateholder;
then a Series 2004-CC Pay Out Event shall occur without any notice or
other action on the part of the Trustee or the Series 2004-CC Certificateholder
immediately upon the occurrence of such event.
SECTION 10. Series 2004-CC Termination. The right of the Series
2004-CC Certificateholder to receive payments from the Trust will terminate on
the first Business Day following the Series 2004-CC Termination Date.
SECTION 11. Transfer of the 2004-CC Certificate. After the
Closing Date, the Series 2004-CC Certificate may not be sold, participated,
transferred, assigned, exchanged or otherwise pledged or conveyed in whole or
in part except upon the prior delivery to the Trustee and the Certificate
Representative of an Issuer Tax Opinion (as defined in the Indenture) and an
Opinion of Counsel to the effect that, for federal income tax purposes, (i)
such action will not adversely affect the tax characterization as debt of the
Investor Certificates of any outstanding Series or Class that were
characterized as debt at the time of their issuance, (ii) following such action
the Trust will not be treated as an association (or publicly traded
partnership) taxable as a corporation and (iii) such action will not cause or
17
constitute an event in which gain or loss would be recognized by any Investor
Certificateholder.
SECTION 12. ERISA Legend. The Series 2004-CC Certificate shall
bear a legend or legends substantially in the following form:
EACH PURCHASER REPRESENTS AND WARRANTS FOR THE BENEFIT OF
CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION AND THE
TRUSTEE THAT SUCH PURCHASER IS NOT (I) AN EMPLOYEE BENEFIT
PLAN (AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA")) THAT IS
SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA, (II) A PLAN
DESCRIBED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE
OF 1986, AS AMENDED (THE "CODE"), (III) A GOVERNMENTAL PLAN,
AS DEFINED IN SECTION 3(32) OF ERISA, SUBJECT TO ANY FEDERAL,
STATE OR LOCAL LAW WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO
THE PROVISIONS OF SECTION 406 OF ERISA OR SECTION 4975 OF THE
CODE, (IV) AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN
ASSETS BY REASON OF A PLAN'S INVESTMENT IN THE ENTITY OR (V)
A PERSON INVESTING "PLAN ASSETS" OF ANY SUCH PLAN (INCLUDING
FOR PURPOSES OF CLAUSES (IV) AND (V) ANY INSURANCE COMPANY
GENERAL ACCOUNT, BUT EXCLUDING ANY ENTITY REGISTERED UNDER
THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED).
The Series 2004-CC Certificateholder by virtue of its beneficial
interest in the Series 2004-CC Certificate shall be deemed to have made the
representations and warranties stated in such legend.
SECTION 13. Consent to Amendment to the Agreement. (a) By
purchasing an interest in the Investor Certificates, the Series 2004-CC
Certificateholders shall be deemed to have consented that the Agreement may be
amended (i) to satisfy accounting requirements under SFAS 140 and any related
or successor accounting interpretations or requirements thereto for off-balance
sheet treatment for Receivables in the Trust; and (ii) in such manner as may be
specified by Chase USA so that one or more special purpose entities may be
interposed between Chase USA and the Chase Credit Card Master Trust so that the
Transferor is one or more of such special purpose entities; provided, that, any
such amend-
18
ment pursuant to this subclause (ii) shall be made only if (a) the Rating
Agency Condition is satisfied and (b) such amendment would not, but for this
subclause (ii), require the consent of all of the holders of the Certificates
of all Series affected by such amendment pursuant to Section 13.1(c). Nothing
in subclause (ii) of this Section 13(a) shall be construed to mean that any
such amendment would have required, but for such clause, the consent of
Certificateholders of this or any other outstanding Series.
(b) In addition to being subject to amendment pursuant to any
other provisions relating to amendments in either the Agreement or this Series
Supplement, this Series Supplement may be amended by the Transferor without the
consent of the Servicer, the Trustee or the Series 2004-CC Certificateholder if
the Transferor provides the Trustee with (i) an Opinion of Counsel to the
effect that such amendment or modification would reduce the risk the Trust
would be treated as taxable as a publicly traded partnership pursuant to Code
section 7704 and (ii) a certificate that such amendment or modification would
not materially and adversely affect the Series 2004-CC Certificateholder;
provided, that no such amendment shall be deemed effective without the
Trustee's consent, if the Trustee's rights, duties and obligations hereunder
are thereby modified.
Promptly after the effectiveness of any amendment pursuant to
this Section 13, the Transferor shall deliver a copy of such amendment to each
of the Servicer, the Trustee and each Rating Agency.
SECTION 14. Consent Rights. Notwithstanding any other provision
of the Agreement, including Section 6.5, for so long as the Series 2004-CC
Certificate is held by the Chase Issuance Trust or the Collateral Agent on
behalf of certain noteholders and other beneficiaries of the security interest
granted by the Chase Issuance Trust to the Collateral Agent in the Series
2004-CC Certificate, the Series 2004-CC Certificate shall not be disregarded
and will be deemed to be outstanding for purposes of giving any request,
demand, authorization, direction, notice, consent or waiver under the
Agreement.
SECTION 15. Counterparts. This Series Supplement may be executed
in any number of counterparts, each of which so executed shall be deemed to be
an original, but all of such counterparts shall together constitute but one and
the same instrument.
SECTION 16. GOVERNING LAW. THIS SERIES SUPPLEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH 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 17. Article 8 Opt-In. The Trustee hereby irrevocably
elects, on behalf of the Trust, that the Series 2004-CC Certificate shall
be a security governed
19
by Article 8 of the Uniform Commercial Code. The Series 2004-CC Certificate
shall bear the following legend: "This certificate evidences an interest in the
Chase Credit Card Master Trust and shall be a security for purposes of Article
8 of the Uniform Commercial Code." This provision shall not be amended, and any
purported amendment to this provision, shall not take effect until either the
Series 2004-CC Certificate has been surrendered for cancellation or the prior
written consent of the indenture trustee for the Chase Issuance Trust has been
obtained.
SECTION 18. No Petition. The Transferor, the Servicer and the
Trustee, by entering into this Series Supplement and the Series 2004-CC
Certificateholders, by accepting Series 2004-CC Certificate hereby covenant and
agree that they will not at any time institute against the Trust, or join in
any institution against the Trust of, any bankruptcy proceedings under any
United States Federal or state bankruptcy or similar law in connection with any
obligations relating to the Series 2004-CC Certificateholders, the Agreement or
this Series Supplement.
20
IN WITNESS WHEREOF, the Transferor and Servicer and the
Trustee have caused this Series 2004-CC Supplement to be duly executed by their
respective officers as of the day and year first above written.
CHASE MANHATTAN BANK USA, NATIONAL
ASSOCIATION, as Transferor and Servicer
By: __________________________________-
Name:
Title:
THE BANK OF NEW YORK,
as Trustee
By: __________________________________-
Name:
Title:
Exhibit A
---------
FORM OF SERIES 2004-CC CERTIFICATE
THIS SERIES 2004-CC CERTIFICATE HAS NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"),
OR ANY STATE SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS SERIES
2004-CC CERTIFICATE, AGREES THAT IT IS ACQUIRING THIS SERIES 2004-CC
CERTIFICATE FOR ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS) AND NOT
WITH A VIEW TO, OR FOR SALE IN CONNECTION WITH, THE PUBLIC DISTRIBUTION HEREOF
AND THAT NEITHER THIS SERIES 2004-CC CERTIFICATE NOR ANY INTEREST HEREIN MAY BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, EXCEPT IN COMPLIANCE WITH THE
REGISTRATION PROVISIONS OF THE SECURITIES ACT AND ANY APPLICABLE PROVISIONS OF
ANY STATE SECURITIES LAWS OR PURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH
PROVISIONS. THE TRANSFER OF THIS SERIES 2004-CC CERTIFICATE IS SUBJECT TO
CERTAIN CONDITIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER
THIS SERIES 2004-CC CERTIFICATE NOR ANY INTEREST HEREIN MAY BE
TRANSFERRED, ASSIGNED, EXCHANGED OR OTHERWISE PLEDGED OR
CONVEYED, EXCEPT IN ACCORDANCE WITH THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.
A-1
$[ ]
No. ____
CHASE CREDIT CARD MASTER TRUST
SERIES 2004-CC CERTIFICATE
Evidencing an undivided interest in a trust, the corpus of which
consists of a portfolio of MasterCard (R)* and VISA (R) credit card receivables
generated or acquired by Chase Manhattan Bank USA, National Association (the
"Chase USA") and other assets and interests constituting the Trust under the
Pooling and Servicing Agreement described below.
(Not an interest in or a recourse obligation
of Chase USA or any affiliate thereof)
This Investor Certificate certifies that CHASE ISSUANCE TRUST
(the "Investor Certificateholder") is the registered owner of an Undivided
Interest in a trust (the "Trust"), the corpus of which consists of a portfolio
of receivables (the "Receivables") now existing or hereinafter created and
arising in connection with selected MasterCard(R) and VISA (R) credit card
accounts (the "Accounts") of Chase USA, all monies due or to become due in
payment of the Receivables (including Finance Charge Receivables), the right to
certain amounts received as Interchange and Recoveries (if any), all proceeds
of the foregoing and the other assets and interests constituting the Trust
pursuant to 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, the Second Amendment thereto dated as of March 1, 2002,
the Third Amendment thereto dated as of July 15, 2004, and the Fourth Amendment
thereto dated as of October 15, 2004 as supplemented by the Series 2004-CC
Supplement dated as of October 15, 2004 (collectively, the "Pooling and
Servicing Agreement"), by and among Chase USA, 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 "Trustee"). To the extent
not defined herein, capitalized terms used herein have the respective meanings
assigned to them in the Pooling and Servicing Agreement.
This Investor Certificate is issued under and is subject to the
terms, provisions and conditions of the Pooling and Servicing Agreement, to
which Pooling and Servicing Agreement, as amended from time to time, the
Investor Certificateholder by virtue of the acceptance hereof assents and by
which the Investor Certificateholder is bound.
______________________
* MasterCard(R) and VISA (R) are registered trademarks of MasterCard
International Incorporated and Visa USA Incorporated, respectively.
A-2
Although a summary of certain provisions of the Pooling and
Servicing Agreement is set forth below, this Investor Certificate is qualified
in its entirety by the terms and provisions of the Pooling and Servicing
Agreement and reference is made to that Pooling and Servicing Agreement for
information with respect to the interests, rights, benefits, obligations,
proceeds and duties evidenced hereby and the rights, duties and obligations of
the Trustee.
Beginning on [ ], 2004 and on each Transfer Date thereafter, the
Trustee shall distribute to the Investor Certificateholder of record as of the
last Business Day of the calendar month preceding such Transfer Date such
amounts as are payable pursuant to the Pooling and Servicing Agreement and as
are requested by the certificate delivered to the Trustee by the Servicer
pursuant to Section 4.8 of the Pooling and Servicing Agreement. The Series
2004-CC Termination Date is the earlier to occur of (i) the day after the
Transfer Date on which the Invested Amount of the Series 2004-CC Certificate is
paid in full and (ii) the Trust Termination Date. Principal with respect to the
Series 2004-CC Certificate will be paid under the circumstances described in
the Pooling and Servicing Agreement.
Pursuant to Section 6.15 of the Pooling and Servicing Agreement,
the Investor Certificateholder may purchase Additional Invested Amounts on the
terms and conditions specified therein. The Investor Certificateholder is
authorized to record on the grid attached to its Certificate (or at such
Investor Certificateholder's option, in its internal books and records) the
date and amount of any Additional Invested Amount purchased by it, and each
payment thereof; provided that failure to make any such recordation on such
grid or any error in such grid shall not adversely affect such Investor
Certificateholder's rights with respect to its Invested Amount and its right to
receive interest payments in respect of the Invested Amount held by such
Investor Certificateholder.
Unless the certificate of authentication hereon has been executed
by or on behalf of the Trustee, by manual signature, this Investor Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement,
or be valid for any purpose.
This certificate evidences an interest in the Chase Credit Card
Master Note Trust and shall be a security for purposes of Article 8 of the
Uniform Commercial Code.
This Investor Certificate shall be governed by and construed in
accordance with the laws of the State of Delaware, without regard to the
conflict of law principles thereof.
A-3
IN WITNESS WHEREOF, the Transferor has caused this Series 2004-CC
Certificate to be duly executed on this [ ] day of [ ], 2004.
CHASE MANHATTAN BANK USA, NATIONAL
ASSOCIATION
By:__________________________________
Name:
Title:
A-4
CERTIFICATE OF AUTHENTICATION
This is the Series 2004-CC Certificate referred to in the
within-mentioned Pooling and Servicing Agreement.
THE BANK OF NEW YORK
as Trustee
By:__________________________________
Name:
Title:
Date: __________, 2004
A-5
Beginning Additional
Invested Invested Principal
Date Amount Amount Payment Date
---- ------ ------ ------- ----
A-6
Exhibit B
---------
FORM OF MONTHLY PAYMENT INSTRUCTIONS AND
NOTIFICATION TO THE TRUSTEE
CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION
CHASE CREDIT CARD MASTER TRUST, SERIES 2004-CC
Monthly Period:
Transfer Date:
The undersigned, a duly authorized representative of Chase Manhattan
Bank USA, National Association (the "Bank"), as Servicer, pursuant to 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, the
Second Amendment thereto dated as of March 1, 2002, the Third Amendment thereto
dated as of July 15, 2004, and the Fourth Amendment thereto dated as of October
15, 2004 as supplemented by the Series 2004-CC Supplement dated as of June 1,
2004 (collectively, the "Pooling and Servicing Agreement"), by and among Chase
USA, 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, does hereby certify as follows:
I. Capitalized terms used in this Certificate have their respective
meanings set forth in the Pooling and Servicing Agreement;
provided, that the preceding "Monthly Period" shall mean the
Monthly Period immediately preceding the calendar month in which
this Certificate is delivered. References herein to certain
sections and subsections are references to the respective
sections and subsections of the Pooling and Servicing Agreement.
This Certificate is delivered pursuant to Section 4.8 of the
Pooling and Servicing Agreement.
II. The Bank is Servicer under the Pooling and Servicing Agreement.
III. The undersigned is a Servicing Officer.
IV. The date of this notice is a Determination Date under the Pooling
and Servicing Agreement.
B-1
A. Instruction to make deposits and withdrawals
1. Pursuant to Section 4.8(a), the amount to be paid to the Series
2004-CC Certificateholder on the Transfer Date in respect of
Collections of Finance Charge Receivables
2. Pursuant to Section 4.12(b), the amount to be paid to the Series
2004-CC Certificateholder on the Transfer Date in respect of
Unapplied Master Trust Level Shared Excess Finance Charge
Collections
3. Pursuant to Section 4.8(b)(i), the amount to be paid to the Series
2004-CC Certificateholder on the Transfer Date in respect of
Collections of Principal Receivables allocated to Series 2004-CC
4. Pursuant to Section 4.8(b)(ii), the amount to be paid to the
Series 2004-CC Certificateholder on the Transfer Date in respect
of Unapplied Master Trust Level Principal Collections from other
Series
B-2
IN WITNESS WHEREOF, the undersigned has duly executed and delivered
this Certificate on this [ ] day of [ ], 200[ ].
CHASE MANHATTAN BANK USA,
NATIONAL ASSOCIATION,
as Servicer
By:______________________________
Name:
Title:
B-3
Exhibit C
---------
MONTHLY CERTIFICATEHOLDERS' STATEMENT
CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION
CHASE CREDIT CARD MASTER TRUST, SERIES 2004-CC
Monthly Period:
Transfer Date:
Under Section 5.2 of 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, the Second Amendment thereto
dated as of March 1, 2002, the Third Amendment thereto dated as of July 15,
2004, and the Fourth Amendment thereto dated as of October 15, 2004 as
supplemented by the Series 2004-CC Supplement dated as of June 1, 2004
(collectively, the "Pooling and Servicing Agreement"), by and among Chase USA,
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 Bank, as Servicer, is required to prepare certain information each month
regarding current distributions to Certificateholders and the performance of
the Chase Credit Card Master Trust (the "Trust") during the previous month. The
information which is required to be prepared with respect to the Distribution
Date noted above and with respect to the performance of the Trust during the
month noted above is set forth below. Capitalized terms used in this Monthly
Certificateholders' Statement have their respective meanings set forth in the
Pooling and Servicing Agreement.
A. INFORMATION REGARDING THE CURRENT MONTHLY DISTRIBUTION
1. The total amount to be distributed to Certificateholders
on the Transfer Date $
2. The amount set forth in item 1 above representing
Collections of Principal Receivables allocated to
Series 2004-CC $
3. The amount set forth in item 1 above representing
Unapplied Master Trust Level Principal Collections
allocated to Series 2004-CC $
4. The amount of the distribution set forth in 1 above
representing Collections of Finance Charge Receivables
allocated to Series 2004-CC as well as any other amounts
to be treated as Series 2004-CC Finance Charge
Collections
B. INFORMATION REGARDING THE PERFORMANCE OF THE TRUST
C-1
1. The aggregate amount of Receivables in the Trust as of
the last day of the Monthly Period $
2. The aggregate amount of Principal Receivables in the
Trust as of the last day of the Monthly Period $
3. The Invested Amount as of the last day of the Monthly
Period $
4. The Invested Amount used in calculating the Floating
Allocation Percentage for the current Monthly Period $
5. The Invested Amount used in calculating the Principal
Allocation Percentage for the current Monthly Period $
C-2
6. The aggregate amount of outstanding balances in the
Accounts which were delinquent as of the end of the day
of the last day of the Monthly Period
(a) 30-59 days $
(b) 60-89 days $
(c) 90-119 days $
(d) 120-149 days $
(e) 150-179 days $
Total $
7. The aggregate amount of all defaulted Principal
Receivables written off as uncollectible during the
Monthly Period allocable to the Invested Amount (the
aggregate "Investor Default Amount") $
8. The amount of the Investor Servicing Fee payable to the
Servicer for the Monthly Period $
9. The total Additional Invested Amount to be added to the
Invested Amount on the Transfer Date $
C-3
IN WITNESS WHEREOF, the undersigned has duly executed and
delivered this Certificate on this [ ] day of [ ] 2004.
CHASE MANHATTAN BANK USA,
NATIONAL ASSOCIATION,
as Servicer
By:______________________________
Name:
Title:
C-4
