Exhibit 4.8
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CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION,
Transferor on and after June 1, 1996,
JPMORGAN CHASE BANK,
Transferor prior to June 1, 1996 and Servicer
and
THE BANK OF NEW YORK,
Trustee
on behalf of the Series 2002-1 Certificateholders
SERIES 2002-1 SUPPLEMENT
Dated as of March 13, 2002
to
THIRD AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT
Dated as of November 15, 1999, as amended
CHASE CREDIT CARD MASTER TRUST
Series 2002-1
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SERIES 2002-1 SUPPLEMENT, dated as of March 13, 2002 (this
"Series Supplement"), by and among CHASE MANHATTAN BANK USA, NATIONAL ASSOCIA
TION ("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 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, and the Second Amendment
thereto, dated as of March 1, 2002, between Chase USA, the Servicer and the
Trustee (as may be amended, modified or supplemented from time to time, the
"Agreement").
Section 6.9 of the Agreement provides, among other things, that
the Transferor and the Trustee may at any time and from time to time enter
into a supplement to the Agreement for the purpose of authorizing the
delivery by the Trustee to the Transferor for the execution and redelivery to
the Trustee for authentication of one or more Series of Certificates;
Pursuant to this Series Supplement, the Transferor and the Trust
shall create a new Series of Investor Certificates and shall specify the
Principal Terms thereof;
On the Closing Date, the Certificates will be deposited by the
Transferor in the Chase Credit Card Owner Trust 2002-1 (the "Owner Trust")
and pledged by the Owner Trustee to an indenture trustee to secure certain
notes to be issued by the Owner Trust.
SECTION 1. Designation.
(a) There is hereby created a Series of Investor Certificates to
be issued in a single class pursuant to the Agreement and this Series
Supplement and to be known as the "Series 2002-1 Certificates." The Series
2002-1 Certificates shall be substantially in the form of Exhibit A hereto.
(b) Series 2002-1 shall be included in Group One (as defined
below). Series 2002-1 shall not be subordinated to any other Series.
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 Articles,
Sections 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
Investor Certificates and no other Series of Certificates issued by the
Trust.
"Accumulation Period" shall mean, solely for the purposes of the
definition of Monthly Principal Payment as such term is defined in each
Supplement, the Controlled Accumulation Period.
"Accumulation Period Factor" shall mean, for each Monthly Period,
a fraction, the numerator of which is equal to the sum of the initial
investor interests (or other amounts specified in the applicable Supplement)
of all outstanding Series, and the denominator of which is equal to the sum
of (a) the Initial Investor Interest, (b) the initial investor interests (or
other amounts specified in the applicable Supplement) of all outstanding
Series (other than Series 2002-1) which are not expected to be in their
revolving periods, and (c) the initial investor interests (or other amounts
specified in the applicable Supplement) of all other outstanding Series which
are not allocating Shared Principal Collections to other Series and are in
their revolving periods.
"Accumulation Period Length" shall have the meaning assigned such
term in subsection 4.9(e).
"Accumulation Period Reserve Account" shall have the meaning
specified in subsection 4.14(a).
"Accumulation Period Reserve Account Funding Date" shall mean the
Transfer Date which occurs not later than the earliest of (a) the Transfer
Date with respect to the Monthly Period which commences three months prior to
the commencement of the Controlled Accumulation Period; (b) the first
Transfer Date for which the Portfolio Adjusted Yield is less than 2%, but in
such event the Accumulation Period Reserve Account Funding Date shall not be
required to occur earlier than the Transfer Date with respect to the Monthly
Period which commences 12 months prior to the commencement of the Controlled
Accumulation Period; (c) the first Transfer Date for which the Portfolio
Adjusted Yield is less than 3%, but in such event the Accumulation Period
Reserve Account Funding Date shall not be required to occur earlier than the
Transfer Date with respect to the Monthly Period which commences six months
prior to the commencement of the Controlled Accumulation Period; and (d) the
first Transfer Date for which the Portfolio Adjusted Yield is less than 4%,
but in such event the Reserve Account Funding Date shall not be required to
occur earlier than the Transfer Date with respect to the Monthly Period which
commences four months prior to the commencement of the Controlled
Accumulation Period.
"Accumulation Period Reserve Account Surplus" shall mean, with
respect to any date of determination, the amount by which the amount on
deposit in the Accumulation Period Reserve Account exceeds the Required
Accumulation Period Reserve Account Amount.
"Accumulation Period Reserve Draw Amount" shall have the meaning
specified in subsection 4.14(c).
"Accumulation Shortfall" shall initially mean zero and shall
thereafter mean, with respect to any Monthly Period during the Controlled
Accumulation Period, the excess, if any, of the Controlled Deposit Amount for
the previous Monthly Period over the amount deposited into
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the Principal Funding Account pursuant to subsection 4.9(c)(i) with respect to
the Certificates for the previous Monthly Period.
"Adjusted Investor Interest" shall mean, with respect to any date
of determination, an amount equal to the Investor Interest as of such date
minus the Principal Funding Account Balance as of such date.
"Aggregate Investor Default Amount" shall mean, with respect to
any Monthly Period, the sum of the Investor Default Amounts in respect of
such Monthly Period.
"Assignee" shall have the meaning specified in subsection 16(a).
"Available Accumulation Period Reserve Account Amount" shall
mean, with respect to any Transfer Date, the lesser of (a) the amount on
deposit in the Accumulation Period Reserve Account on such date (after taking
into account any interest and earnings retained in the Accumulation Period
Reserve Account pursuant to subsection 4.14(b) on such date, but before
giving effect to any deposit made or to be made in the Accumulation Period
Reserve Account on such date) and (b) the Required Accumulation Period
Reserve Account Amount.
"Available Investor Finance Charge Collections" shall mean, with
respect to any Monthly Period, an amount equal to the sum of (a) the Floating
Allocation of the Collections of Finance Charge Receivables allocated to the
Investor Certificates and deposited in the Finance Charge Account for such
Monthly Period (or to be deposited in the Finance Charge Account on the
related Transfer Date with respect to the preceding Monthly Period pursuant
to the third paragraph of subsection 4.3(a) and Section 2.8 of the Agreement
and subsection 3(b) of this Series Supplement), excluding the portion of
Collections of Finance Charge Receivables attributable to Servicer
Interchange, (b) with respect to any Monthly Period during the Controlled
Accumulation Period prior to the payment in full of the Investor Interest,
the Principal Funding Investment Proceeds arising pursuant to subsection
4.13(b), if any, with respect to the related Transfer Date and (c) the
Accumulation Period Reserve Draw Amount (up to the Available Accumulation
Period Reserve Account Amount) plus any amounts of interest and earnings
described in subsections 4.14(b), 4.14 (c) and 4.14(d) which will be
deposited into the Finance Charge Account on the related Transfer Date.
"Available Investor Principal Collections" shall mean with
respect to any Monthly Period, an amount equal to (a) the Investor Principal
Collections for such Monthly Period, minus (b) the amount of Reallocated
Principal Collections with respect to such Monthly Period which pursuant to
Section 4.11 are required to fund the Class A Note Interest Requirement, the
Class B Note Interest Requirement and the Net Investor Servicing Fee, plus
(c) the amount of Shared Principal Collections with respect to other Series
that are allocated to Series 2002-1 in accordance with subsection 4.12(b).
"Base Rate" shall mean, with respect to any Monthly Period, the
annualized percentage equivalent of a fraction, the numerator of which is
equal to the sum of the Class A
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Note Interest Requirement, the Class B Note Interest Requirement and the Net
Class C Note Interest Requirement, each for the related Note Interest Period,
and the Investor Servicing Fee with respect to such Monthly Period and the
denominator of which is the Investor Interest as of the close of business on
the last day of such Monthly Period; provided, however, that with respect to
the February 2002, March 2002 and April 2002 Monthly Periods, Base Rate shall
mean the sum of (i) the weighted average of the Class A Note Interest Rate,
the Class B Note Interest Rate and the Class C Note Interest Rate and (ii) 2%;
provided that the Class A Note Interest Rate, the Class B Note Interest Rate
and the Class C Note Interest Rate shall be deter mined based on LIBOR as
calculated for the related Interest Periods pursuant to the Series 2001- 6
Supplement to the Agreement plus (x) in the case of the Class A Note Interest
Rate, 0.10% per annum, (y) in the case of the Class B Note Interest Rate,
0.39% per annum and (z) in the case of the Class C Note Interest Rate 0.98%
per annum.
"Certificateholders" shall mean the Persons in whose names the
Series 2002-1 Certificates are registered in the Certificate Register.
"Certificate Reassignment Date" shall mean the date on which the
Investor Certificates are retransferred to the Transferor in accordance with
the terms specified in Section 4 of this Series Supplement and subsection
12.2(a) of the Agreement.
"Certificates" shall mean the certificates executed by the
Transferor and authenticated by or on behalf of the Trustee, substantially
in the form of Exhibit A hereto.
"Class A Note Interest Requirement" shall have the meaning set
forth in the Indenture.
"Class B Note Interest Requirement" shall have the meaning set
forth in the Indenture.
"Closing Date" shall mean March 13, 2002.
"Controlled Accumulation Amount" shall mean (a) for any Transfer
Date with respect to the Controlled Accumulation Period prior to the
Scheduled Principal Allocation Commencement Date, $70,000,000; provided,
however, that if the commencement of the Controlled Accumulation Period is
determined to be less than 12 months pursuant to subsection 4.9(e), the
Controlled Accumulation Amount for each Transfer Date with respect to the
Controlled Accumulation Period prior to the Scheduled Principal Allocation
Commencement Date, will be equal to (x) 84% of the Initial Investor Interest
divided by (y) the number of Monthly Periods in the Controlled Accumulation
Period as determined pursuant to subsection 4.9(e) and (b) for any Transfer
Date with respect to the Controlled Accumulation Period after the Scheduled
Principal Allocation Commencement Date, zero.
"Controlled Accumulation Period" shall mean, unless a Pay Out
Event shall have occurred prior thereto, the period commencing at the close
of business on January 31, 2006 or
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such later date as is determined in accordance with subsection 4.9(e) and
ending on the first to occur of (a) the commencement of the Rapid Amortization
Period and (b) the Series 2002-1 Termination Date.
"Controlled Deposit Amount" shall mean, with respect to any
Transfer Date, the sum of (a) the Controlled Accumulation Amount for such
Transfer Date and (b) any existing Accumulation Shortfall.
"Covered Amount" shall mean, as of the Transfer Date with respect
to any Interest Period, an amount equal to the product of (a) the actual
number of days in the Interest Period beginning on the Distribution Date
preceding such Transfer Date divided by 360, (b) the Class A Note Interest
Rate and (c) the Principal Funding Account Balance as of the close of
business on the Distribution Date preceding such Transfer Date (after giving
effect to all of the transactions occurring on such date).
"Cumulative Series Principal Shortfall" shall mean the sum of the
Series Principal Shortfalls (as such term is defined in each of the related
Series Supplements) for each Series.
"Daily Principal Shortfall" shall mean, on any date of
determination, the excess of the Monthly Principal Payment for the Monthly
Period relating to such date over the month to date amount of Collections
processed in respect of Principal Receivables for such Monthly Period
allocable to investor certificates of all outstanding Series, not subject to
reallocation, which are on deposit or to be deposited in the Principal
Account on such date.
"Distribution Date" shall mean May 15, 2002 and the fifteenth day
of each calendar month thereafter, or if such fifteenth day is not a Business
Day, the next succeeding Business Day.
"Excess Principal Funding Investment Proceeds" shall mean, with
respect to each Transfer Date relating to the Controlled Accumulation Period,
the amount, if any, by which the Principal Funding Investment Proceeds for
such Transfer Date exceed the Covered Amount determined on such Transfer
Date.
"Finance Charge Shortfall" shall mean, with respect to any
Transfer Date, the excess, if any, of the amount distributable pursuant to
subsections 4.9(a)(i) through (viii) over Available Investor Finance Charge
Collections.
"Fitch" shall mean Fitch, Inc., doing business as Fitch Ratings,
and any successor thereto.
"Fixed Investor Percentage" shall mean, with respect to any
Monthly Period, the percentage equivalent of a fraction, the numerator of
which is the Investor Interest as of the close of business on the last day of
the Revolving Period and the denominator of which is the greater
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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 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.
"Floating Investor Percentage" shall mean, with respect to any
Monthly Period, the percentage equivalent of a fraction, the numerator of
which is the Adjusted Investor Interest 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 Investor Interest) and 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
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and including the last day of such Monthly Period divided by (B) the actual
number of days in such Monthly Period.
"Group One" shall mean Series 2002-1 and each other Series
specified in the related Supplement to be included in Group One.
"Indenture" shall mean that certain agreement, dated as of March
13, 2002 between the Chase Credit Card Owner Trust 2002-1 and The Bank of New
York, as indenture trustee.
"Initial Investor Interest" shall mean the initial aggregate
principal amount of the Certificates, which is $1,000,000,000.
"Initial Purchaser" shall have the meaning set forth in
subsection 16(c).
"Interest Period" shall mean, with respect to any Distribution
Date, the period from and including the previous Distribution Date through
the day preceding such Distribution Date, except that the initial Interest
Period shall be the period from and including the Closing Date through the
day preceding the initial Distribution Date.
"Investor Certificates" shall mean the Series 2002-1
Certificates.
"Investor Charge-Offs" shall have the meaning specified in
Section 4.10.
"Investor Default Amount" shall mean, with respect to any
Receivable in a Defaulted Account, an amount equal to the product of (a) the
Default Amount and (b) the Floating Investor Percentage on the day such
Account became a Defaulted Account.
"Investor Interest" shall mean, on any date of determination, an
amount equal to (a) the Initial Investor Interest, minus (b) the aggregate
amount of principal payments made to the Certificates prior to such date and
minus (c) the aggregate amount of Investor Charge-Offs pursuant to Section
4.10 and Reallocated Principal Collections pursuant to Section 4.11 plus (d)
the aggregate amount of Available Investor Finance Charge Collections
allocated and available on all prior Transfer Dates pursuant to subsection
4.9(a)(vi) for the purpose of reimbursing the amount of any reduction
pursuant to clause (c); provided, however, that the Investor Interest may not
be reduced below zero.
"Investor Percentage" shall mean for any Monthly Period, (a) with
respect to Collections of Finance Charge Receivables and Default Amounts at
any time and Collections of Principal Receivables during the Revolving
Period, the Floating Investor Percentage and (b) with respect to Collections
of Principal Receivables during the Controlled Accumulation Period or the
Rapid Amortization Period, the Fixed Investor Percentage.
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"Investor Principal Collections" shall mean, with respect to any
Monthly Period, the sum of (a) the aggregate amount deposited into the
Principal Account for such Monthly Period pursuant to subsections 4.5(a)(ii),
4.5(b)(ii), or 4.5(c)(ii), in each case, as applicable to such Monthly Period
and (b) the aggregate amount to be treated as Investor Principal Collections
pursuant to subsections 4.9(a)(v) and (vi) for such Monthly Period (other
than such amount paid from Reallocated Principal Collections).
"Investor Servicing Fee shall have the meaning specified in
subsection 3(a) hereof.
"Minimum Transferor Interest Percentage" shall mean 7%.
"Monthly Period" shall have the meaning specified in the
Agreement, except that the first Monthly Period with respect to the Investor
Certificates shall begin on and include the Closing Date and shall end on and
include April 30, 2002.
"Monthly Principal Payment" shall mean with respect to any
Monthly Period, for all Series (including Series 2002-1) which are in an
Amortization Period or Accumulation Period (as such terms are defined in the
related Supplements for all Series), the sum of (a) the Controlled
Distribution Amount for the related Transfer Date for any Series in its
Controlled Amortization Period (as such terms are defined in the related
Supplements for all Series), (b) the Controlled Deposit Amount for the
related Transfer Date for any Series in its Accumulation Period, other than
its Rapid Accumulation Period, if applicable (as such terms are defined in
the related Supplements for all Series), (c) the Investor Interest as of the
end of the prior Monthly Period taking into effect any payments to be made on
the following Distribution Date for any Series in its Principal Amortization
Period or Rapid Amortization Period (as such terms are defined in the related
Supplements for all Series), (d) the Adjusted Investor Interest as of the end
of the prior Monthly Period taking into effect any payments or deposits to be
made on the following Transfer Date and Distribution Date for any Series in
its Rapid Accumulation Period (as such terms are defined in the related
Supplements for all Series), and (e) such other amounts as may be specified
in the related Supplements for all Series.
"Monthly Principal Reallocation Amount" shall mean with respect
to any Monthly Period an amount equal to the sum of (A) the lower of (i) the
excess of the Class A Note Interest Requirement over the Available Investor
Finance Charge Collections allocated with respect thereto pursuant to
subsection 4.9(a)(i) and (ii) the greater of (a) (x) the product of (I) 16%
and (II) the Initial Investor Interest minus (y) the amount of unreimbursed
Investor Charge-Offs (after giving effect to Investor Charge-Offs for the
related Monthly Period) and unreimbursed Reallocated Principal Collections
(as of the previous Distribution Date) and (b) zero; and (B) the lower of (i)
the excess of the Class B Note Interest Requirement and the Net Investor
Servicing Fee over the Available Investor Finance Charge Collections
allocated with respect thereto pursuant to subsections 4.9(a)(i)and
4.9(a)(ii)and (ii) the greater of (a) the product of (I) 9% and (II) the
Initial Investor Interest minus the amount of unreimbursed Investor
Charge-Offs (after giving
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effect to Investor Charge-Offs for the related Monthly Period) and
unreimbursed Reallocated Principal Collections as of the previous Distribution
Date) and (b) zero.
"Net Class C Note Interest Requirement" shall have the meaning
set forth in the Indenture.
"Net Investor Servicing Fee" shall mean that portion of the
Investor Servicing Fee allocable to the Series 2002-1 Certificates with
respect to any Transfer Date.
"Net Servicing Fee Rate" shall mean 1.0% per annum.
"Note Interest Period" shall have the meaning set forth in the
Indenture.
"Note Interest Requirement" shall have the meaning set forth in
subsection 4.6(a).
"Owner Trust Spread Account" shall have the meaning set forth in
the Indenture.
"Pay Out Commencement Date" shall mean the date on which a Trust
Pay Out Event is deemed to occur pursuant to Section 9.1 or a Series 2002-1
Pay Out Event is deemed to occur pursuant to Section 9 hereof.
"Portfolio Adjusted Yield" shall mean, with respect to any
Transfer Date, the average of the percentages obtained for each of the three
preceding Monthly Periods by subtracting the Base Rate from the Portfolio
Yield for such Monthly Period and deducting 0.5% from the result for each
Monthly Period.
"Portfolio Yield" shall mean, with respect to any Monthly Period,
the annualized percentage equivalent of a fraction, the numerator of which is
an amount equal to the sum of (a) the amount of Collections of Finance Charge
Receivables deposited into the Finance Charge Account and allocable to the
Investor Certificates for such Monthly Period, (b) the Principal Funding
Investment Proceeds deposited into the Finance Charge Account on the Transfer
Date related to such Monthly Period and (c) the amount of the Accumulation
Period Reserve Draw Amount (up to the Available Accumulation Period Reserve
Account Amount) plus any amounts of interest and earnings described in
subsections 4.14(b), 4.14(c) and 4.14(d), each deposited into the Finance
Charge Account on the Transfer Date relating to such Monthly Period, such sum
to be calculated on a cash basis after subtracting the Investor Default
Amount for such Monthly Period, and the denominator of which is the Investor
Interest as of the close of business on the last day of such Monthly Period;
provided, however, that with respect to the February 2002, March 2002 and
April 2002 Monthly Periods, Portfolio Yield shall mean "Portfolio Yield" as
calculated in accordance with the definition thereof in the Series 2001-6
Supplement to the Agreement.
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"Principal Funding Account" shall have the meaning set forth in
subsection 4.13(a).
"Principal Funding Account Balance" shall mean, with respect to
any date of determination, the principal amount, if any, on deposit in the
Principal Funding Account on such date of determination.
"Principal Funding Investment Proceeds" shall mean, with respect
to each Transfer Date, the investment earnings on funds in the Principal
Funding Account (net of investment expenses and losses) for the period from
and including the immediately preceding Transfer Date to but excluding such
Transfer Date.
"Principal Funding Investment Shortfall" shall mean, with respect
to each Transfer Date relating to the Controlled Accumulation Period, the
amount, if any, by which the Principal Funding Investment Proceeds for such
Transfer Date are less than the Covered Amount determined as of such Transfer
Date.
"Rapid Amortization Period" shall mean the Amortization Period
commencing on the Pay Out Commencement Date and ending on the earlier to
occur of (a) the Series 2002-1 Termination Date and (b) the termination of
the Trust pursuant to Section 12.1.
"Rating Agency" shall mean Xxxxx'x, Standard & Poor's and Fitch.
"Rating Agency Condition" shall mean, with respect to Series
2002-1, the written confirmation of the Rating Agency that a specified event
or modification of the terms of Series 2002-1 will not result in the
withdrawal or downgrade of the rating of any class of the Asset Backed Notes
of Chase Credit Card Owner Trust 2002-1 then in effect.
"Reallocated Principal Collections" shall mean with respect to
any Transfer Date, Investor Principal Collections applied in accordance with
Section 4.11 in an amount not to exceed the lesser of the Monthly Principal
Reallocation Amount for the related Monthly Period and the Investor Interest
after giving effect to any Investor Charge-Offs for such Transfer Date.
"Required Accumulation Factor Number" shall be equal to a
fraction, rounded upwards to the nearest whole number, the numerator of which
is one and the denominator of which is equal to the lowest monthly principal
payment rate on the Accounts, expressed as a decimal, for the 12 months
preceding the date of such calculation.
"Required Accumulation Period Reserve Account Amount" shall mean,
with respect to any Transfer Date on or after the Accumulation Period Reserve
Account Funding Date, an amount equal to the product of (i) 84.0%, (ii) the
Initial Investor Interest and (iii) 0.5%; provided, however, that (i) if the
Accumulation Period Length is one month and the Transferor has provided the
Servicer and the Trustee with evidence that the Rating Agency Condition has
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been satisfied, the Required Accumulation Period Reserve Account Amount shall
be zero (0), (ii) if the Accumulation Period Length is two months and the
Transferor has provided the Servicer and the Trustee with evidence that the
Rating Agency Condition has been satisfied, the Required Accumulation Period
Reserve Account Amount shall be equal to the product of (I) 84.0%, (II) the
Initial Investor Interest and (III) 0.25%, (iii) if the Accumulation Period
Length is four or five months, the Required Accumulation Period Reserve
Account Amount shall be equal to the product of (I) 84.0%, (II) the Initial
Investor Interest and (III) 0.75%, and (iv) if the Accumulation Period
Length is six or more months, the Required Accumulation Period Reserve
Account Amount shall be equal to the product of (I) 84.0%, (II) the Initial
Investor Interest and (III) 1.00%.
"Required Amount" shall have the meaning set forth in Section 4.8.
"Required Owner Trust Spread Account Amount" shall have the
meaning set forth in the Indenture.
"Revolving Period" shall mean the period from and including the
Closing Date to, but not including, the earlier of (a) the day the Controlled
Accumulation Period commences and (b) the Pay Out Commencement Date.
"Scheduled Principal Allocation Commencement Date" shall mean the
February 2007 Distribution Date.
"Series 2002-1" shall mean the Series of the Chase Credit Card
Master Trust represented by the Investor Certificates.
"Series 2002-1 Pay Out Event" shall have the meaning specified in
Section 9 hereof.
"Series 2002-1 Termination Date" shall mean the earliest to occur
of (a) the Distribution Date on which the Investor Interest is paid in full,
(b) the June 2009 Distribution Date and (c) the Trust Termination Date.
"Series Principal Shortfall" shall mean with respect to any
Transfer Date, the excess, if any, of (a) (i) with respect to any Transfer
Date relating to the Controlled Accumulation Period, the Controlled Deposit
Amount for such Transfer Date, and (ii) with respect to any Transfer Date
during the Rapid Amortization Period, the Adjusted Investor Interest over (b)
the Investor Principal Collections minus the Reallocated Principal
Collections for such Transfer Date.
"Series Servicing Fee Percentage" shall mean 2.0%.
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"Servicer Interchange" shall mean, for any Monthly Period, the
portion of Collections of Finance Charge Receivables allocated to the
Investor Certificates and deposited in the Finance Charge Account with
respect to such Monthly Period that is attributable to Interchange;
provided, however, that Servicer Interchange for a Monthly Period shall not
exceed one- twelfth of the product of (i) the Adjusted Investor Interest as
of the last day of such Monthly Period and (ii) 1.00%.
"Shared Excess Finance Charge Collections" shall mean, with
respect to any Distribution Date, as the context requires, either (x) the
amount described in subsection 4.9(a)(ix) allocated to the Series 2002-1
Certificates but available to cover shortfalls in amounts paid from
Collections of Finance Charge Receivables for other Series, if any or (y) the
aggregate amount of Collections of Finance Charge Receivables allocable to
other Series in excess of the amounts necessary to make required payments
with respect to such Series, if any, and available to cover shortfalls with
respect to the Investor Certificates.
"Shared Principal Collections" shall mean either (a) the amount
allocated to the Investor Certificates which may be applied to the Series
Principal Shortfall with respect to other outstanding Series or (b) the
amounts allocated to the investor certificates of other Series which the
applicable Supplements for such Series specify are to be treated as "Shared
Principal Collections" and which may be applied to cover the Series Principal
Shortfall with respect to the Investor Certificates.
"Targeted Holder" shall mean each holder of a right to receive
interest or principal with respect to the Investor Certificates (or other
interests in the Trust), other than certificates (or other such interests)
with respect to which an opinion is rendered that such certificates (or other
such interests) will be treated as debt for federal income tax purposes, and
any holder of a right to receive any amount in respect of the Transferor
Interest; provided, that any Person holding more than one interest each of
which would cause such Person to be a Targeted Holder shall be treated as a
single Targeted Holder.
"Transfer" shall have the meaning specified in subsection 16(a).
SECTION 3. Servicing Compensation and Assignment of Interchange.
(a) The share of the Servicing Fee allocable to Series 2002-1
with respect to any Transfer Date (the "Investor Servicing Fee") shall be
equal to one-twelfth of the product of (i) the Series Servicing Fee
Percentage and (ii) the Adjusted Investor Interest as of the last day of the
Monthly Period preceding such Transfer Date; provided, however, that with
respect to the first Transfer Date, the Investor Servicing Fee shall be equal
to the product of (i) a fraction, the numerator of which is the number of
days from and including the Closing Date to and including the last day of the
April 2002 Monthly Period and the denominator of which is 360, (ii) 2.0% and
(iii) the Initial Investor Interest on the Closing Date. On each Transfer
Date a portion of Interchange with respect to the related Monthly Period that
is on deposit in the Finance Charge
12
Account shall be withdrawn from the Finance Charge Account and paid to the
Servicer in payment of a portion of the Investor Servicing Fee with respect to
such Monthly Period ("Servicer Interchange"). Should the Servicer Interchange
on deposit in the Finance Charge Account on any Transfer Date with respect to
the related Monthly Period be less than one-twelfth of 1.00% of the Adjusted
Investor Interest as of the last day of such Monthly Period, the Investor
Servicing Fee with respect to such Monthly Period will not be paid to the
extent of such insufficiency of Servicer Interchange on deposit in the Finance
Charge Account. The share of the Investor Servicing Fee allocable to the
Certificateholders with respect to any Transfer Date (the "Net Investor
Servicing Fee") shall be equal to one-twelfth of the product of (i) the Net
Servicing Fee Rate and (ii) the Adjusted Investor Interest as of the last day
of the Monthly Period preceding such Transfer Date; provided, however, that
with respect to the first Transfer Date, the Net Investor Servicing Fee shall
be equal to the product of (i) a fraction, the numerator of which is the
number of days from and including the Closing Date to and including the last
day of the April 2002 Monthly Period and the denominator of which is 360, (ii)
the Net Servicing Fee Rate and (iii) the Investor Interest on the Closing
Date. Except as specifically provided above, the Servicing Fee shall be paid
by the cash flows from the Trust allocated to the Transferor or the
certificateholders of other Series (as provided in the related Supplements)
and in no event shall the Trust, the Trustee or the Certificateholders be
liable therefor. The Net Investor Servicing Fee shall be payable to the
Servicer solely to the extent amounts are available for distribution in
respect thereof pursuant to subsection 4.9(a)(iii).
(b) On or before each Transfer Date, the Transferor shall notify
the Servicer of the amount of Interchange to be included as Collections of
Finance Charge Receivables and allocable to the Certificateholders with
respect to the preceding Monthly Period as determined pursuant to this
subsection 3(b). Such amount of Interchange shall be equal to the product of
(i) the aggregate amount of Interchange with respect to such Monthly Period
and (ii) the Investor Percentage with respect to Finance Charge Receivables
for such Monthly Period. On each Transfer Date, the Transferor shall pay to
the Servicer, and the Servicer shall deposit into the Finance Charge Account,
in immediately available funds, the amount of Interchange to be so included
as Collections of Finance Charge Receivables allocable to the Investor
Certificates with respect to the preceding Monthly Period.
SECTION 4. Reassignment and Transfer Terms.
The Investor Certificates shall be subject to retransfer to the
Transferor at its option, in accordance with the terms specified in
subsection 12.2(a), on any Distribution Date on or after the Distribution
Date on which the Investor Interest is reduced to an amount less than or
equal to 5% of the Initial Investor Interest. The deposit required in
connection with any such repurchase shall include the amount, if any, on
deposit in the Principal Funding Account and will be equal to the sum of (a)
the Investor Interest and (b) accrued and unpaid interest on the Investor
Certificates through the day preceding the Distribution Date on which the
repurchase occurs.
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SECTION 5. Delivery and Payment for the Investor Certificates.
The Transferor shall execute and deliver the Series 2002-1
Certificates to the Trustee for authentication in accordance with Section
6.1. The Trustee shall deliver such Certificates when authenticated in
accordance with Section 6.2.
SECTION 6. Form of Delivery of Investor Certificates.
The Certificates shall be delivered as Registered Certificates as
provided in Section 7.1.
SECTION 7. Article IV of Agreement.
Sections 4.1, 4.2 and 4.3 shall be read in their entirety as
provided in the Agreement. Article IV (except for Sections 4.1, 4.2 and 4.3
thereof) shall be read in its entirety as follows and shall be applicable
only to the Investor Certificates:
ARTICLE IV
RIGHTS OF THE CERTIFICATEHOLDERS AND
ALLOCATION AND APPLICATION OF COLLECTIONS
SECTION 4.4 Rights of the Certificateholders.
The Investor Certificates shall represent undivided interests in
the Trust, consisting of the right to receive, to the extent necessary to
make the required payments with respect to such Investor Certificates at the
times and in the amounts specified in this Agreement, (a) the Floating
Investor Percentage and Fixed Investor 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, the Excess
Funding Account, the Principal Account, the Principal Funding Account, the
Accumulation Period Reserve Account and the Distribution Account. The
Transferor Certificate shall not represent any interest in the Collection
Account, the Finance Charge Account, the Principal Account, the Excess
Funding Account, the Principal Funding Account, the Accumulation Period
Reserve Account or the Distribution Account, except as specifically provided
in this Article IV.
SECTION 4.5 Allocations.
(a) Allocations During the Revolving Period. During the Revolving
Period, the Servicer shall, prior to the close of business on the day any
Collections are deposited in the
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Collection Account, allocate to the Certificateholders or the Holder of the
Transferor Certificate and pay or deposit from the Collection Account the
following amounts as set forth below:
(i) Deposit into the Finance Charge Account an amount equal
to the product of (A) the Investor Percentage on the Date of Processing
of such Collections and (B) the aggregate amount of Collections
processed in respect of Finance Charge Receivables on such Date of
Processing to be applied in accordance with Section 4.9.
(ii) (A) Deposit into the Principal Account an amount equal
to the product of (1) the Investor Percentage on the Date of Processing
of such Collections and (2) the aggregate amount of Collections
processed in respect of Principal Receivables on such Date of
Processing; provided, however, that the amount deposited into the
Principal Account pursuant to this subsection 4.5(a)(ii)(A) shall not
exceed the Daily Principal Shortfall, and (B) pay to the Holder of the
Transferor Certificate an amount equal to the excess, if any,
identified in the proviso to clause (A) above; provided, however, that
the amount to be paid to the Holder of the Transferor Certificate
pursuant to this subsection 4.5(a)(ii)(B) with respect to any Date of
Processing shall be paid to the Holder of the Transferor Certificate
only if the Transferor Interest on such Date of Processing is greater
than the Minimum Transferor Interest (after giving effect to the
inclusion in the Trust of all Receivables created on or prior to such
Date of Processing and the application of payments referred to in
subsection 4.3(b)) and otherwise shall be deposited into the Excess
Funding Account.
(b) Allocations During the Controlled Accumulation Period. During
the Controlled Accumulation Period, the Servicer shall, prior to the close of
business on the day any Collections are deposited in the Collection Account,
allocate to the Certificateholders or the Holder of the Transferor
Certificate and pay or deposit from the Collection Account the following
amounts as set forth below:
(i) Deposit into the Finance Charge Account an amount equal
to the product of (A) the Investor Percentage on the Date of Processing
of such Collections and (B) the aggregate amount of Collections
processed in respect of Finance Charge Receivables on such Date of
Processing to be applied in accordance with Section 4.9.
(ii) (A) Deposit into the Principal Account an amount equal
to the product of (1) the Investor Percentage on the Date of Processing
of such Collections and (2) the aggregate amount of Collections
processed in respect of Principal Receivables on such Date of
Processing; provided, however, that the amount deposited into the
Principal Account pursuant to this subsection 4.5(b)(ii)(A) shall not
exceed the Daily Principal Shortfall, and (B) pay to the Holder of the
Transferor Certificate an amount equal to the excess, if any,
identified in the proviso to clause (A) above; provided, however, that
the amount to be paid to the Holder of the Transferor Certificate
pursuant to this subsection 4.5(b)(ii)(B) with respect to any Date of
Processing shall be paid to the Holder of the
15
Transferor Certificate only if the Transferor Interest on such Date of
Processing is greater than the Minimum Transferor Interest (after giving
effect to the inclusion in the Trust of all Receivables created on or
prior to such Date of Processing and the application of payments
referred to in subsection 4.3(b)) and otherwise shall be deposited into
the Excess Funding Account.
(c) Allocations During the Rapid Amortization Period. During the
Rapid Amortization Period, the Servicer shall, prior to the close of business
on the day any Collections are deposited in the Collection Account, allocate
to the Certificateholders and pay or deposit from the Collection Account the
following amounts as set forth below:
(i) Deposit into the Finance Charge Account an amount equal
to the product of (A) the Investor Percentage on the Date of Processing
of such Collections and (B) the aggregate amount of Collections
processed in respect of Finance Charge Receivables on such Date of
Processing to be applied in accordance with Section 4.9.
(ii) (A) Deposit into the Principal Account an amount equal to
the product of (1) the Investor Percentage on the Date of Processing of such
Collections and (2) the aggregate amount of Collections processed in respect
of Principal Receivables on such Date of Processing; provided, however, that
the amount deposited into the Principal Account pursuant to this subsection
4.5(c)(ii)(A) shall not exceed the sum of the Investor Interest as of the
close of business on the last day of the prior Monthly Period (after taking
into account any payments to be made on the Distribution Date relating to such
prior Monthly Period and deposits and any adjustments to be made to the
Investor Interest to be made on the Transfer Date relating to such Monthly
Period) and any Reallocated Principal Collections relating to the Monthly
Period in which such deposit is made and (B) pay to the Holder of the
Transferor Certificate an amount equal to the excess, if any, identified in
the proviso to clause (A) above; provided, however, that the amount to be paid
to the Holder of the Transferor Certificate pursuant to this subsection
4.5(c)(ii)(B) with respect to any Date of Processing shall be paid to the
Holder of the Transferor Certificate only if the Transferor Interest on such
Date of Processing is greater than the Minimum Transferor Interest (after
giving effect to the inclusion in the Trust of all Receivables created on or
prior to such Date of Processing and the application of payments referred to
in subsection 4.3(b)) and otherwise shall be deposited into the Excess Funding
Account.
(d) Limitation on Required Deposits. With respect to the Investor
Certificates, and notwithstanding anything in the Agreement or this Series
Supplement to the contrary, whether or not the Servicer is required to make
monthly or daily deposits from the Collection Account into the Finance Charge
Account or the Principal Account pursuant to subsections 4.5(a), 4.5(b) and
4.5(c), with respect to any Monthly Period (i) the Servicer will only be
required to deposit Collections from the Collection Account into the Finance
Charge Account or the Principal Account in an amount equal to the lesser of
(x) the amount required to be deposited
16
into any such deposit account pursuant to subsection 4.5(a), 4.5(b) or
4.5(c) and (y) the amount required to be distributed on or prior to the
related Distribution Date to the Certificateholders, and (ii) if at any
time prior to such Distribution Date the amount of Collections deposited
in the Collection Account exceeds the amount required to be deposited
pursuant to clause (i) above, the Servicer shall withdraw the excess
from the Collection Account. To the extent that, in accordance with
this subsection 4.5(d), the Servicer has retained amounts which would
otherwise be required to be deposited in the Finance Charge Account or
the Principal Account with respect to any Monthly Period, the Servicer
shall be required to deposit such amounts in the Finance Charge Account
or the Principal Account on the related Transfer Date to the extent
necessary to make required distributions to the Certificateholders on
the related Distribution Date, including any amounts which are required
to be applied as Reallocated Principal Collections.
For so long as the Servicer shall (i) satisfy the conditions
specified in the third paragraph of subsection 4.3(a) of the Agreement and
(ii) be making deposits to the Principal Account and Finance Charge Account
on a monthly basis, all requirements herein to deposit amounts on a daily
basis shall be deemed to be satisfied to the extent that the required monthly
deposit is made and all references to amounts on deposit in such accounts
shall be deemed to include amounts which would otherwise have been deposited
therein on a daily basis.
SECTION 4.6 Determination of Required Monthly Interest Payment.
The amount of monthly interest distributable to the Series
Certificates shall be an amount equal to the sum of the Class A Note Interest
Requirement, the Class B Note Interest Requirement and the Net Class C Note
Interest Requirement (collectively, the "Note Interest Requirement");
provided, however, that with respect to the first Distribution Date, each of
the Class A Note Interest Requirement, the Class B Note Interest Requirement
and the Net Class C Note Interest Requirement will include accrued interest
at the applicable Note Interest Rate from the Closing Date through May 14,
2002.
SECTION 4.7 Determination of Monthly Principal Payments.
The amount of monthly principal distributable from the Principal
Account with respect to the Investor Certificates on each Transfer Date,
beginning with the Transfer Date in the month following the month in which
the Controlled Accumulation Period or, if earlier, the Rapid Amortization
Period, begins, shall be equal to the least of (i) the Available Investor
Principal Collections on deposit in the Principal Account with respect to
such Transfer Date, (ii) for each Transfer Date with respect to the
Controlled Accumulation Period, the Controlled Deposit Amount for such
Transfer Date and (iii) the Adjusted Investor Interest on such Transfer Date
prior to any deposit into the Principal Funding Account to be made on such
day.
17
SECTION 4.8 Coverage of Required Amount.
On or before each Transfer Date, the Servicer will determine the
amount (the "Required Amount") by which (A) the sum of (i) the Class A Note
Interest Requirement, (ii) the Class B Note Interest Requirement and (iii)
the Net Class C Note Interest Requirement plus (B) the Net Investor Servicing
Fee for the prior Monthly Period plus (C) the Net Investor Servicing Fee, if
any, due but not paid on any prior Transfer Date plus, (D) the Investor
Default Amount for the prior Monthly Period, if any, exceeds the amount of
Available Investor Finance Charge Collections for such Monthly Period. In the
event the Required Amount is greater than zero, the Servicer shall give
written notice to the Trustee of such positive Required Amount for such
Transfer Date and all or a portion of the Shared Excess Finance Charge
Collections allocable to Series 2002-1 with respect to such Transfer Date in
an amount equal to the Required Amount, to the extent available, for such
Transfer Date shall be distributed from the Finance Charge Account on such
Transfer Date in accordance with the priority of payments set forth in
subsection 4.9(a).
SECTION 4.9 Monthly Payments.
On or before each Transfer Date, the Servicer shall instruct the
Trustee and the Paying Agent in writing (which writing shall be substantially
in the form of Exhibit B hereto) to withdraw and the Trustee, acting in
accordance with such instructions, shall withdraw on such Transfer Date or
the related Distribution Date, as applicable, to the extent of available
funds, the amounts required to be withdrawn from the Finance Charge Account,
the Principal Account, the Principal Funding Account and the Distribution
Account as follows:
(a) An amount equal to the Available Investor Finance Charge
Collections for the related Monthly Period shall be distributed on each
Transfer Date in the following priority:
(i) an amount equal to Class A Note Interest Requirement
for the related Transfer Date, shall be distributed by the Servicer or
the Trustee to the Certificateholders;
(ii) an amount equal the Class B Note Interest Requirement
for the related Transfer Date shall be distributed by the Servicer or
the Trustee to the Certificateholders;
(iii) an amount equal to the Net Investor Servicing Fee for
such Transfer Date plus the amount of any Net Investor Servicing Fee
due but not paid to the Servicer on any prior Transfer Date shall be
distributed to the Servicer;
(iv) an amount equal to the Net Class C Note Interest
Requirement for the related Transfer Date, shall be distributed by the
Servicer or the Trustee to the Certificateholders;
18
(v) an amount equal to the Investor Default Amount, if any,
for the preceding Monthly Period shall be treated as a portion of
Available Investor Principal Collections and deposited into the
Principal Account on such Transfer Date;
(vi) an amount equal to the aggregate amount by which the
Investor Interest has been reduced below the Initial Investor Interest
for reasons other than the payment of principal to the
Certificateholders (but not in excess of the aggregate amount of such
reductions which have not been previously reimbursed) shall be
deposited in the Principal Account on such Transfer Date and treated as
a portion of Available Investor Principal Collections;
(vii) on and after the Accumulation Period Reserve Account
Funding Date, but prior to the date on which the Accumulation Period
Reserve Account terminates, the Trustee will deposit an amount up to
the excess, if any, of the Required Accumulation Period Reserve Account
Amount over the Available Accumulation Period Reserve Account Amount
into the Accumulation Period Reserve Account;
(viii) an amount equal to the excess, if any, of the
Required Owner Trust Spread Account Amount over the amount then on
deposit in the Owner Trust Spread Account will be paid to the
Certificateholders; and
(ix) the balance, after payments made pursuant to clauses
(i) through (viii) above, first will be treated as Excess Finance
Charge Collections which will be available to cover shortfalls, if any,
in amounts payable from collections of Finance Charge Receivables with
respect to other Series in accordance with the Agreement, and then the
balance, if any, remaining after any such sharing will be paid to the
Certificateholders.
To the extent of the Finance Charge Shortfall, if any, following
the application on each Transfer Date of Available Investor Finance Charge
Collections as described above, the Servicer shall instruct the Trustee and
any Paying Agent in writing (which writing shall be substantially in the form
of Exhibit B hereto) to apply Shared Excess Finance Charge Collections with
respect to Group One allocable to Series 2002-1 in the priority set forth
above.
(b) During the Revolving Period, an amount equal to the Available
Investor Principal Collections deposited into the Principal Account for the
related Monthly Period shall be distributed on each Transfer Date in the
following priority:
(i) an amount equal to the lesser of (A) the product of (1)
a fraction, the numerator of which is equal to the Available Investor
Principal Collections and the denominator of which is equal to the sum
of the Available Investor Principal Collections available for sharing
as specified in the related Supplement for each Series and (2) the
Cumulative Series Principal Shortfall and (B) Available Investor
Principal Collections,
19
shall remain in the Principal Account to be treated as Shared Principal
Collections and applied to Series other than this Series 2002-1; and
(ii) an amount equal to the excess, if any, of (A) the
Available Investor Principal Collections for such Transfer Date over
(B) the applications specified in subsection 4.9(b)(i) above shall be
paid to the Holder of the Transferor Certificate; provided, however,
that the amount to be paid to the Holder of the Transferor Certificate
pursuant to this subsection 4.9(b)(ii) with respect to such Transfer
Date shall be paid to the Holder of the Transferor Certificate only if
the Transferor Interest on such Date of Processing is greater than the
Minimum Transferor Interest (after giving effect to the inclusion in
the Trust of all Receivables created on or prior to such Transfer Date
and the application of payments referred to in subsection 4.3(b)) and
otherwise deposited into the Excess Funding Account.
(c) During the Controlled Accumulation Period or the Rapid
Amortization Period, an amount equal to the Available Investor Principal
Collections deposited into the Principal Account for the related Monthly
Period shall be distributed on each Transfer Date in the following priority:
(i) an amount equal to the least of (i) the Available
Investor Principal Collections on deposit in the Principal Account with
respect to such Transfer Date, (ii) for each Transfer Date with respect
to the Controlled Accumulation Period, the applicable Controlled
Deposit Amount for such Transfer Date and (iii) the Adjusted Investor
Interest prior to any deposits on such Transfer Date, shall be (A)
during the Controlled Accumulation Period, deposited into the
Principal Funding Account, and (B) during the Rapid Amortization Period
paid to the Certificateholders; and
(ii) an amount equal to the lesser of (A) the product of
(1) a fraction, the numerator of which is equal to the Available
Investor Principal Collections remaining after the application
specified in subsection 4.9(c)(i) above and the denominator of which is
equal to the sum of the Available Investor Principal Collections
available for sharing as specified in the related Supplement for each
Series and (2) the Cumulative Series Principal Shortfall and (B)
Available Investor Principal Collections, shall remain in the Principal
Account to be treated as Shared Principal Collections and applied to
Series other than this Series 2002-1; and
(iii) an amount equal to the excess, if any, of (A) the
Available Investor Principal Collections for such Transfer Date over
(B) the applications specified in subsection 4.9(c)(i) and (ii) above
shall be paid to the Holder of the Transferor Certificate; provided,
however, that the amount to be paid to the Holder of the Transferor
Certificate pursuant to this subsection 4.9(c)(iii) with respect to
such Transfer Date shall be paid to the Holder of the Transferor
Certificate only if the Transferor Interest on such Date of Processing
is greater than the Minimum Transferor Interest (after giving effect to
20
the inclusion in the Trust of all Receivables created on or prior to
such Transfer Date and the application of payments referred to in
subsection 4.3(b)) and otherwise shall be deposited into the Excess
Funding Account.
(d) On the Transfer Date immediately preceding the Scheduled
Principal Allocation Commencement Date (and on each Distribution Date
thereafter during the Controlled Accumulation Period), the Trustee or the
Paying Agent, acting in accordance with instructions from the Servicer, shall
pay to the Certificateholders an amount equal to the amount on deposit in the
Principal Funding Account on the related Transfer Date.
(e) The Controlled Accumulation Period is scheduled to commence
at the close of business on the last day of the January 2006 Monthly Period;
provided, however, that, if the Accumulation Period Length (determined as
described below) is less than 12 months, the date on which the Controlled
Accumulation Period actually commences will be delayed to the first Business
Day of the month that is the number of whole months prior to the Scheduled
Principal Allocation Commencement Date at least equal to the Accumulation
Period Length and, as a result, the number of Monthly Periods in the
Controlled Accumulation Period will at least equal the Accumulation Period
Length. On the November 2005 Determination Date, and each Determination Date
thereafter until the Controlled Accumulation Period begins, the Servicer will
determine the "Accumulation Period Length" which will equal the number of
whole months such that the sum of the Accumulation Period Factors for each
month during such period will be equal to or greater than the Required
Accumulation Factor Number; provided, however, that the Accumulation Period
Length will not be determined to be less than one month.
SECTION 4.10 Investor Charge-Offs.
On or before each Transfer Date, the Servicer shall calculate the
Investor Default Amount. If on any Transfer Date, the Investor Default Amount
for the prior Monthly Period exceeds the sum of the amount allocated with
respect thereto pursuant to subsection 4.9(a)(v), with respect to such
Monthly Period, the Investor Interest (after giving effect to reductions for
any Reallocated Principal Collections on such Transfer Date) will be reduced
by the amount of such excess (such amount, an "Investor Charge-Off"), but not
by more than the lesser of the Investor Default Amount and the Investor
Interest (after giving effect to reductions for any Reallocated Principal
Collections on such Transfer Date) for such Transfer Date. In the event that
such reduction would cause the Investor Interest to be a negative number, the
Investor Interest will be reduced to zero, and no further amounts shall be
allocated to the Investor Certificate. If the Investor Interest has been
reduced by the amount of any Investor Charge-Offs or Reallocated Principal
Collections, such reductions will be reimbursed on any Transfer Date (but not
by an amount in excess of the aggregate unreimbursed Investor Charge-Offs and
unreimbursed Reallocated Principal Collections) by the amount of Available
Investor Finance Charge Collections allocable to Series 2002-1 allocated and
available for such purpose pursuant to subsection 4.9(a)(vi).
21
SECTION 4.11 Reallocated Principal Collections.
On or before each Transfer Date, the Servicer shall instruct the
Trustee and the Paying Agent in writing (which writing shall be substantially
in the form of Exhibit B hereto) to withdraw from the Principal Account and
apply Reallocated Principal Collections with respect to such Transfer Date in
an amount equal to the lesser of the Available Principal Collections and the
Monthly Principal Reallocation Amount for the preceding Monthly Period, and
apply such amounts on such Transfer Date in accordance with the priority set
forth in Section 4.9(a) hereof. On each Transfer Date the Investor Interest
shall be reduced by the amount of Reallocated Principal Collections for such
Transfer Date.
SECTION 4.12 Shared Principal Collections.
(a) The portion of Shared Principal Collections on deposit in the
Principal Account equal to the amount of Shared Principal Collections
allocable to Series 2002-1 on any Transfer Date shall be applied as Available
Investor Principal Collections pursuant to Section 4.9 and shall be deposited
in the Distribution Account.
(b) Shared Principal Collections allocable to Series 2002-1 with
respect to any Transfer Date shall mean an amount equal to the Series
Principal Shortfall, if any, with respect to Series 2002-1 for such Transfer
Date; provided, however, that if the aggregate amount of Shared Principal
Collections for all Series for such Transfer Date is less than the Cumulative
Series Principal Shortfall for such Transfer Date, then Shared Principal
Collections allocable to Series 2002-1 on such Transfer Date shall equal the
product of (i) Shared Principal Collections for all Series for such Transfer
Date and (ii) a fraction, the numerator of which is the Series Principal
Shortfall with respect to Series 2002-1 for such Transfer Date and the
denominator of which is the aggregate amount of the Cumulative Series
Principal Shortfall for all Series for such Transfer Date.
SECTION 4.13 Principal Funding Account.
(a) The Trustee, or the Servicer, on its behalf, shall establish
and maintain, in the name of the Trust, on behalf of the Trust, for the
benefit of the Certificateholders, an Eligible Deposit Account (the
"Principal Funding Account"), bearing a designation clearly indicating that
the funds deposited therein are held for the benefit of the
Certificateholders. The Trustee shall possess all right, title and interest
in all funds on deposit from time to time in the Principal Funding Account
and in all proceeds thereof. The Principal Funding Account shall be under the
sole dominion and control of the Trustee for the benefit of the
Certificateholders. If at any time the Principal Funding Account ceases to be
an Eligible Deposit Account, the Transferor shall notify the Trustee, and the
Trustee upon being notified (or the Servicer on its behalf) shall, within 10
Business Days, establish a new Principal Funding Account which meets the
conditions specified in the definition of Eligible Deposit Account, and shall
transfer any cash or any investments to such new Principal Funding Account.
The Trustee or the Paying Agent, at the direction of the Servicer, shall (i)
make withdrawals from the Principal Funding Account from time to time, in the
amounts and for the purposes set forth in this Series Supplement, and (ii) on
each Transfer Date (from and after the commencement of the Controlled
Accumulation Period) prior to termination of the Principal
22
Funding Account make a deposit into the Principal Funding Account in the
amount specified in, and otherwise in accordance with, subsection 4.9(c).
(b) Funds on deposit in the Principal Funding Account shall be
invested at the direction of the Servicer by the Trustee or the Paying Agent
in Permitted Investments. Funds on deposit in the Principal Funding Account
on any Transfer Date, after giving effect to any withdrawals from the
Principal Funding Account on such Transfer Date, shall be invested in such
investments that will mature so that such funds will be available for
withdrawal on or prior to the next succeeding Transfer Date. The Trustee or
the Paying Agent shall maintain for the benefit of the Certificateholders
possession of the negotiable instruments or securities, if any, evidencing
such Permitted Investments. No Permitted Investment shall be disposed of
prior to its maturity.
On the Transfer Date occurring in the month following the
commencement of the Controlled Accumulation Period, and on each Transfer Date
thereafter with respect to the Controlled Accumulation Period, the Trustee or
the Paying Agent, acting at the Servicer's direction given before each
Transfer Date, shall transfer from the Principal Funding Account to the
Finance Charge Account the Principal Funding Investment Proceeds, but not in
excess of the Covered Amount, for application as Available Investor Finance
Charge Collections applied pursuant to subsection 4.9(a).
Any Excess Principal Funding Investment Proceeds shall be
included as Available Investor Finance Charge Collections for such Transfer
Date. An amount equal to any Principal Funding Investment Shortfall shall be
deposited in the Finance Charge Account on each Transfer Date from the
Accumulation Period Reserve Account to the extent funds are available
pursuant to subsection 4.14(d) and included as Available Investor Finance
Charge Collections for such Transfer Date. Principal Funding Investment
Proceeds (including reinvested interest) shall not be considered part of the
amounts on deposit in the Principal Funding Account for purposes of this
Series Supplement.
SECTION 4.14 Accumulation Period Reserve Account.
(a) The Trustee or the Servicer on its behalf shall establish and
maintain, on behalf of the Trust, for the benefit of the Certificateholders,
an Eligible Deposit Account (the "Accumulation Period Reserve Account"),
bearing a designation clearly indicating that the funds deposited therein are
held for the benefit of the Certificateholders. The Trustee shall possess all
right, title and interest in all funds on deposit from time to time in the
Accumulation Period Reserve Account and in all proceeds thereof. The
Accumulation Period Reserve Account shall be under the sole dominion and
control of the Trustee for the benefit of the Certificateholders. If at any
time the institution holding the Accumulation Period Reserve Account ceases
to be an Eligible Deposit Account, the Transferor shall notify the Trustee,
and the Trustee upon being notified (or the Servicer on its behalf) shall,
within 10 Business Days, establish a new Accumulation Period Reserve Account
meeting the conditions specified in the definition of Eligible Deposit
Account, and shall transfer any cash or any investments to such new
Accumulation Period Reserve Account. The Trustee or the Paying Agent, at the
direction of the Servicer, shall (i) make withdrawals from the Accumulation
23
Period Reserve Account from time to time in an amount up to the Available
Accumulation Period Reserve Account Amount at such time, for the purposes set
forth in this Series Supplement, and (ii) on each Transfer Date (from and
after the Accumulation Period Reserve Account Funding Date) prior to
termination of the Accumulation Period Reserve Account make a deposit into
the Accumulation Period Reserve Account in the amount specified in, and
otherwise in accordance with, subsection 4.9(a)(vii).
(b) Funds on deposit in the Accumulation Period Reserve Account
shall be invested at the direction of the Servicer by the Trustee or the
Paying Agent in Permitted Investments. Funds on deposit in the Accumulation
Period Reserve Account on any Transfer Date, after giving effect to any
withdrawals from the Accumulation Period Reserve Account on such Transfer
Date, shall be invested in such investments that will mature so that such
funds will be available for withdrawal on or prior to the next succeeding
Transfer Date. The Trustee shall maintain for the benefit of the
Certificateholders possession of the negotiable instruments or securities, if
any, evidencing such Permitted Investments. No Permitted Investment shall be
disposed of prior to its maturity. On each Transfer Date, all interest and
earnings (net of losses and investment expenses) accrued since the preceding
Transfer Date on funds on deposit in the Accumulation Period Reserve Account
shall be retained in the Accumulation Period Reserve Account (to the extent
that the Available Accumulation Period Reserve Account Amount is less than
the Required Accumulation Period Reserve Account Amount) and the balance, if
any, shall be deposited into the Finance Charge Account and included in
Available Investor Finance Charge Collections for such Transfer Date. For
purposes of determining the availability of funds or the balance in the
Accumulation Period Reserve Account for any reason under this Series
Supplement, except as otherwise provided in the preceding sentence,
investment earnings on such funds shall be deemed not to be available or on
deposit.
(c) On or before each Transfer Date with respect to the
Controlled Accumulation Period prior to the payment in full of the Investor
Interest and on or before the first Transfer Date with respect to the Rapid
Amortization Period, the Servicer shall calculate the "Accumulation Period
Reserve Draw Amount" which shall be equal to the Principal Funding Investment
Shortfall with respect to each Transfer Date with respect to the Controlled
Accumulation Period or the first Transfer Date with respect to the Rapid
Amortization Period; provided, however, that such amount will be reduced to
the extent that funds otherwise would be available for deposit in the
Accumulation Period Reserve Account under Section 4.9(vii) with respect to
such Transfer Date.
(d) In the event that for any Transfer Date the Accumulation
Period Reserve Draw Amount is greater than zero, the Accumulation Period
Reserve Draw Amount, up to the Available Accumulation Period Reserve Account
Amount, shall be withdrawn from the Accumulation Period Reserve Account on
such Transfer Date by the Trustee or the Paying Agent (acting in accordance
with the instructions of the Servicer), deposited into the Finance Charge
Account and included in Available Investor Finance Charge Collections for
such Transfer Date.
(e) In the event that the Accumulation Period Reserve Account
balance on any Transfer Date, after giving effect to all deposits to and
withdrawals from the Accumulation Period
24
Reserve Account with respect to such Transfer Date, is greater than zero, the
Trustee or the Paying Agent, acting in accordance with the instructions of the
Servicer, shall withdraw from the Accumulation Period Reserve Account, and
include as Available Investor Finance Charge Collections for such Transfer
Date, an amount equal to such Accumulation Period Reserve Account Surplus.
(f) Upon the earliest to occur of (i) the termination of the
Trust pursuant to Article XII of the Agreement, (ii) if the Controlled
Accumulation Period has not commenced, the first Transfer Date relating to
the Rapid Amortization Period and (iii) if the Controlled Accumulation Period
has commenced, the earlier of the first Transfer Date with respect to the
Rapid Amortization Period and the Transfer Date immediately preceding the
Scheduled Principal Allocation Commencement Date, the Trustee, acting in
accordance with the instructions of the Servicer, shall withdraw from the
Accumulation Period Reserve Account and deposit all such amounts, if any,
into the Finance Charge Account to be treated as Available Investor Finance
Charge Collections and the Accumulation Period Reserve Account shall be
deemed to have terminated for purposes of this Series Supplement.
SECTION 4.15 Transferor's or Servicer's Failure to Make a Deposit
or Payment.
If the Servicer or the Transferor fails to make, or give
instructions to make, any payment or deposit (other than as required by
subsections 2.4(d) and (e) and 12.2(a) or Sections 10.2 and 12.1) required to
be made or given by the Servicer or Transferor, respectively, at the time
specified in the Agreement (including applicable grace periods), the Trustee
or the Paying Agent shall make such payment or deposit from the applicable
Investor Account without instruction from the Servicer or Transferor. The
Trustee or the Paying Agent shall be required to make any such payment,
deposit or withdrawal hereunder only to the extent that the Trustee or the
Paying Agent has sufficient information to allow it to determine the amount
thereof; provided, however, that the Trustee or the Paying Agent shall in all
cases be deemed to have sufficient information to determine the Class A Note
Interest Requirement, the Class B Note Interest Requirement, the Class C
Interest Requirement, the Net Class C Interest Requirement and the amount of
the Principal Payment on each Distribution Date. The Servicer shall, upon
request of the Trustee or the Paying Agent, promptly provide the Trustee or
the Paying Agent, as applicable with all information necessary to allow the
Trustee or the Paying Agent to make such payment, deposit or withdrawal. Such
funds or the proceeds of such withdrawal shall be applied by the Trustee or
the Paying Agent in the manner in which such payment or deposit should have
been made by the Transferor or the Servicer, as the case may be.
SECTION 8. Article V of the Agreement.
Article V of the Agreement shall read in its entirety as follows
and shall be applicable only to the Certificateholders:
25
ARTICLE V
DISTRIBUTIONS AND REPORTS TO THE INVESTOR
CERTIFICATEHOLDERS
SECTION 5.1 Distributions. On each Transfer Date, the Trustee or
the Paying Agent shall distribute (in accordance with the certificates
delivered on or before the related Transfer Date by the Servicer to the
Trustee and the Paying Agent pursuant to subsection 3.4(b)) to the
Certificateholders of record on the immediately preceding Record Date (other
than as provided in subsection 2.4(e) or Section 12.3 respecting a final
distribution) the amounts on deposit in the Distribution Account which are
payable to the Certificateholders pursuant to Section 4.9 by check mailed to
the Certificateholders (at the Certificateholders' addresses as they appear
in the Certificate Register), except that in the event the Investor
Certificates are registered in the name of the nominee of a Clearing Agency
or the Owner Trust, such distribution shall be made in immediately available
funds.
SECTION 5.2 Monthly Certificateholders' Statement.
(a) On or before each Distribution Date, the Trustee or the
Paying Agent shall forward to the Certificateholders, each Rating Agency and
the Owner Trustee a statement substantially in the form of Exhibit C to this
Series Supplement prepared by the Servicer, delivered to the Trustee and the
Paying Agent and setting forth, among other things, the following information
(which, in the case of subclauses (i) and (ii) below, shall be stated on the
basis of an original principal amount of $1,000 per Certificate and, in the
case of subclauses (viii) and (ix) shall be stated on an aggregate basis and
on the basis of an original principal amount of $1,000 per Certificate, as
applicable):
(i) the amount of the current distribution allocable to the
payment of principal with respect to the Certificates;
(ii) the amount of the current distribution allocable to
the Class A Note Interest Requirement, Class B Note Interest
Requirement, and the Net Class C Note Interest Requirement,
respectively;
(iii) the amount of Collections of Principal Receivables
processed during the related Monthly Period and allocated in respect of
the Certificates;
(iv) the amount of Collections of Finance Charge
Receivables processed during the related Monthly Period and allocated
in respect of the Certificates;
(v) the aggregate amount of Principal Receivables, the
Investor Interest, the Adjusted Investor Interest, the Floating
Investor Percentage and the Fixed
26
Investor Percentage as of the close of business on the Distribution Date
preceding such Transfer Date (after giving effect to all of the
transactions occurring on such date);
(vi) the aggregate outstanding balance of Accounts which
were 30 to 59, 60 to 89, and 90 or more days delinquent as of the end
of the day on the Record Date;
(vii) the Aggregate Investor Default Amount for the related
Monthly Period;
(viii) the aggregate amount of Investor Charge-Offs, for
the related Monthly Period;
(ix) the aggregate amount of Investor Charge-Offs,
reimbursed on the Transfer Date immediately preceding such Distribution
Date;
(x) the amount of the Investor Servicing Fee for the
related Monthly Period;
(xi) the Portfolio Yield for the preceding Monthly Period;
(xii) the amount of Reallocated Principal Collections with
respect to such Distribution Date;
(xiii) the Accumulation Shortfall;
(xiv) the Principal Funding Investment Proceeds transferred
to the Finance Charge Account on the related Transfer Date;
(xv) the Principal Funding Investment Shortfall on the
related Transfer Date;
(xvi) the amount of Available Investor Finance Charge
Collections on deposit in the Finance Charge Account on the related
Transfer Date; and
(xvii) such other items as are set forth in Exhibit C to
this Series Supplement.
(b) Annual Certificateholders' Tax Statement. On or before
January 31 of each calendar year, beginning with calendar year 2003, the
Trustee and the Paying Agent shall distribute to each Person who at any time
during the preceding calendar year was a Series 2002-1 Certificateholder, a
statement prepared by the Servicer containing the information required to be
contained in the regular monthly report to the Certificateholders, as set
forth in subclauses (i) and (ii) above, aggregated for such calendar year or
the applicable portion thereof during which such
27
Person was a Series 2002-1 Certificateholder, together with such other
customary information (consistent with the treatment of the Certificates as
debt) as the Servicer deems necessary or desirable to enable the
Certificateholders to prepare its tax returns. Such obligations of the Trustee
and the Paying Agent shall be deemed to have been satisfied to the extent that
substantially comparable information shall be provided by the Trustee and the
Paying Agent pursuant to any requirements of the Internal Revenue Code as from
time to time in effect.
SECTION 9. Series 2002-1 Pay Out Events. If any one of the
following events shall occur with respect to the Investor Certificates:
(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 covenants or
agreements of the Transferor set forth in the Agreement or this Series
Supplement, which failure has a material adverse effect on the
Certificateholders and which continues unremedied for a period of 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, or to the Transferor and the Trustee by the Holder of the
Investor Certificates and continues to affect materially and adversely
the interests of the Certificateholders;
(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 pursuant to Section 2.1 or 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 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, or to the Transferor and the Trustee by
the Holders of the Investor Certificates, and (ii) as a result of which
the interests of the Certificateholders are materially and adversely
affected and continue to be materially and adversely affected for such
period; provided, however, that a Series 2002-1 Pay Out Event pursuant
to this subsection 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 in
accordance with the provisions of the Agreement;
(c) the average Portfolio Yield for any three consecutive
Monthly Periods is reduced to a rate which is less than the average of
the Base Rates for such period;
(d) the Transferor shall fail to convey Receivables arising
under the Additional Accounts, or Participations, to the Trust, as
required by subsection 2.6(a);
28
(e) any Servicer Default shall occur which would have a
material adverse effect on the Certificateholders;
(f) the Investor Interest shall not be paid in full on the
second Distribution Date following the Scheduled Principal Allocation
Commencement Date; or
(g) the occurrence of an Event of Default;
then, in the case of any event described in subsection 9(a), (b) or (e)
hereof, after the applicable grace period set forth in such subsections,
either the Trustee or the Noteholders representing not less than 50% of the
outstanding principal amount of the Notes by notice then given in writing to
the Transferor and the Servicer (and to the Trustee if given by the
Noteholders) may declare that a pay out event (a "Series 2002-1 Pay Out
Event") has occurred with respect to the Series Certificates as of the date
of such notice, and in the case of any event described in subsection 9(c),
(d), (f) or (g) hereof, a Series 2002-1 Pay Out Event shall occur without any
notice or other action on the part of the Trustee or the Noteholders
immediately upon the occurrence of such event.
SECTION 10. Series 2002-1 Termination.
The right of the Certificateholders to receive payments from the
Trust will terminate on the first Business Day following the Series 2002-1
Termination Date.
SECTION 11. 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 12. (a) Governing Law.
THIS AGREEMENT SHALL BE GOVERNED BY, CONSTRUED AND INTERPRETED 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.
(b) Article 8. The Series Certificates shall be securities
governed by Article 8 of the Delaware Uniform Commercial Code, as amended
from time to time. The foregoing declaration shall not be amended, modified,
revoked or otherwise changed during the effectiveness of this Agreement
without the prior written consent of the Indenture Trustee.
29
SECTION 13. No Petition.
The Transferor, the Servicer and the Trustee, by entering into
this Series Supplement and the Certificateholders, by accepting Series
2002-1 Certificates 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
Certificateholders, the Agreement or this Series Supplement.
SECTION 14. Amendment to Agreement.
By purchasing its Series 2001-6 Certificates the
Certificateholders shall be deemed to have consented (i) that JPMorgan Chase
Bank shall be replaced as Servicer with Chase Manhattan Bank USA, National
Association, as a successor servicer pursuant to an amendment of the
Agreement to be executed at such time as shall be agreed to by the parties
thereto and (ii) that the Agreement may be amended 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 amendment pursuant to this clause (ii) shall be made only if
(a) the Rating Agency Condition is satisfied and (b) such amendment would
not, but for this clause (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) of the Agreement. Nothing in clause (ii) of this Section 14 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.
SECTION 15. Tax Representation and Covenant.
Any Certificateholder shall be required to represent and covenant
in connection with such acquisition that (x) it has neither acquired, nor
will it sell, trade or transfer any interest in the Trust or cause any
interest in the Trust to be marketed on or through an "established securities
market" within the meaning of Code section 7704(b)(1), including without
limitation an interdealer quotation system that regularly disseminates firm
buy or sell quotations by identified brokers or dealers by electronic means
or otherwise, (y) unless the Transferor consents otherwise, such holder (i)
is properly classified as, and will remain classified as, a "corporation" as
described in Code section 7701(a)(3) and (ii) is not, and will not become, an
S corporation as described in Code section 1361, and (z) it will (i) cause
any participant with respect to such interest otherwise permitted hereunder
to make similar representations and covenants for the benefit of the
Transferor and the Trust and (ii) forward a copy of such representations and
covenants to the Trustee. Each such Holder shall further agree in connection
with its acquisition of such interest that, in the event of any breach of its
(or its participant's) representation and covenant that it (or its
participant) is and shall remain classified as a corporation other than an S
corporation, the Transferor shall have the right to procure a replacement
investor to replace such holder (or its participant), and further that such
holder shall take all actions necessary to permit
30
such replacement investor to succeed to its rights and obligations as a holder
(or to the rights of its participant).
SECTION 16. Transfers of the Certificates.
(a) No portion of the Certificate or any interest therein may be
sold (including in the initial offering), conveyed, assigned, hypothecated,
pledged, participated, or otherwise transferred (each, a "Transfer") except
in accordance with this Section 16. No portions of the Certificates or any
interest therein may be Transferred to any Person (other than 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, not in its
individual capacity but solely in its capacity as indenture trustee for the
Chase Credit Card Owner Trust 2002-1) (each, an "Assignee"), unless the
Assignee shall have executed and delivered the certification referred to in
subsection 16(e) below. Any attempted Transfer that would cause the number of
Targeted Holders to exceed ninety-nine shall be void.
(b) Each Assignee shall certify to the Transferor, the Servicer,
and the Trustee that it is either (A)(i) a citizen or resident of the U.S.,
(ii) a corporation, partnership or other entity organized in or under the
laws of the U.S. or any political subdivision thereof which, if such entity
is a tax-exempt entity, recognizes that payments with respect to the
Certificate may constitute unrelated business taxable income or (iii) a
Person not described in (i) or (ii) whose ownership of any interest in the
Certificates is effectively connected with the conduct of a trade or business
within the United States (within the meaning of the Code) or (B) an estate or
trust the income of which is includible in gross income for U.S. federal
income tax purposes. Each Assignee also shall agree that (a) if it is a
person described in clause (A)(i) or (A)(ii) above, it will furnish to the
Person from whom it is acquiring any interest in the Certificate, the
Servicer and the Trustee, a properly executed U.S. Internal Revenue Service
Form W-9 (and will agree to furnish a new Form W-9, or any successor
applicable form, upon the expiration or obsolescence of any previously
delivered form) or (b) if it is a person described in clause (A)(iii) above,
it will furnish to the person from whom it is acquiring any interest in the
Certificates, the Servicer and the Trustee, a properly executed U.S. Internal
Revenue Service Form W-8ECI (and will agree to furnish a new Form W-8ECI, or
any successor applicable form, upon the expiration or obsolescence of any
previously delivered form and comparable statements in accordance with
applicable U.S. laws), and, in each case, such other certifications,
representations or opinions of counsel as may be requested by the Trustee.
(c) Each Initial Purchaser of any interest in the Certificates
and any Assignee thereof shall certify to the Transferor, the Servicer and
the Trustee that, in the case of any Assignee, it has not acquired and, in
the case of each Initial Purchaser and any Assignee, it will not sell, trade
or transfer any interest in the Certificates or cause an interest in the
Certificates to be marketed on or through an "established securities market"
within the meaning of Section 7704(b)(1) of the Code and any treasury
regulation thereunder, including, without limitation, an
over-the-counter-market or an interdealer quotation system that regularly
disseminates firm buy
31
or sell quotations. In addition, any Assignee shall certify, prior to any
delivery or Transfer to it of any Certificates that it is not and will not
become, for so long as it holds an interest in the Certificates, a
partnership, Subchapter S corporation or grantor trust for U.S. federal income
tax purposes or, if it is such a Person, the Certificates will represent not
more than 50% of the value of all of its assets. Each Initial Purchaser of an
interest in the Certificates acknowledges that the Opinion of Counsel to the
effect that the Trust will not be treated as a publicly traded partnership
taxable as a corporation is dependent in part on the accuracy of its
certifications described in this subsection 16(c). For purposes of this
Section 16, "Initial Purchaser" shall mean the Transferor, 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 not in its
individual capacity but solely in its capacity as indenture trustee for the
Chase Credit Card Owner Trust 2002-1.
(d) Each Initial Purchaser of any interest in the Certificates
shall, by its acceptance of the Certificates, be deemed to have certified and
each Assignee shall certify to the Transferor, the Servicer and the Trustee
(i) that it has purchased its interest in the Certificates for investment
only and not with a view to any public distribution thereof, (ii) that it
will not offer, sell, pledge or otherwise transfer its interest in all or any
portion of the Certificates, except in compliance with the Securities Act and
other applicable laws and only (1) to the Transferor or (2) to a limited
number of institutional "accredited investors" (as defined in Rule 501(a)(1),
(2), (3) or (7) under the Securities Act) and in a transaction exempt from
the registration requirements of the Securities Act (upon delivery of the
documentation required by the Pooling and Servicing Agreement and, if the
Trustee so requires, an opinion of counsel satisfactory to the Trustee) and
(iii) its purchase of its interest in the Certificates is not being made in
reliance on the Prospectus. Each holder by acquiring the Certificates must
represent that it is an institutional "accredited investor" (as defined in
Rule 501(a)(1), (2), (3) or (7) under the Securities Act).
(e) Any request for registration of transfer of all or any
portion of the Certificates shall be made at the office of the Transfer Agent
and Registrar and shall be accompanied by letters of representations from
the prospective Certificateholders substantially in the form attached as
Exhibit D, executed by the ultimate beneficial purchaser of the Investor
Interest (or any portion thereof) in person or by such prospective
Certificateholders' attorney thereunto duly authorized in writing, and
receipt by the Trustee of the written consent of each of the Transferor and
the Servicer to such transfer, the Certificates (or such portion thereof)
shall be transferred upon the Certificate Register. Such transfers of all or
any portion of the Certificates shall be subject to the restrictions set
forth in this Section 16 and to such other restrictions as shall be set forth
in the letter of representations, substantially in the form attached as
Exhibit D, executed by the purchasing Certificateholders. Successive
registrations and registrations of transfers as aforesaid may be made from
time to time as desired, and each such registration shall be noted on the
Certificate Register.
(f) The Transferor and the Servicer will facilitate any transfer
of the Certificates consistent with the requirements of this Section 16,
including assisting in the determination as to whether the number of Targeted
Holders would exceed ninety-nine.
32
SECTION 17. Compliance with Withholding Requirements.
Notwithstanding any other provision of the Agreement, the Trustee
and any Paying Agent shall comply with all Federal withholding requirements
with respect to payments to the Certificateholders of interest, original
issue discount, or other amounts that the Trustee, any Paying Agent, the
Servicer or the Transferor reasonably believes are applicable under the Code.
The consent of the Certificateholders shall not be required for any such
withholding. In the event the Trustee or the Paying Agent withholds any
amount from payments made to any Certificateholders pursuant to federal
withholding requirements, the Trustee or the Paying Agent shall indicate to
such Certificateholders the amount withheld and all such amounts shall be
deemed to have been paid to such Certificateholders and such
Certificateholders shall have no claim therefor.
SECTION 18. Tax Characterization of the Certificates.
It is the intention of the parties hereto that the provisions of
Section 3.7 of the Agreement shall not apply to cause the Certificates to be
treated as debt for Federal, state and local income and franchise tax
purposes, but rather it is the intention of the parties hereto that the
Certificates be treated for Federal, state and local income and franchise tax
purposes as representing an undivided beneficial interest in the assets of
the Trust.
SECTION 19. ERISA Legend.
Each Certificate will 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, THAT UNLESS SUCH PURCHASER, AT ITS
EXPENSE, DELIVERS TO THE TRUSTEE, THE SERVICER AND THE TRANSFEROR AN OPINION
OF COUNSEL SATISFACTORY TO THEM TO THE EFFECT THAT THE PURCHASE OR HOLDING
OF THIS CERTIFICATE BY SUCH PURCHASER WILL NOT RESULT IN THE ASSETS OF THE
TRUST BEING DEEMED TO BE "ASSETS OF A BENEFIT PLAN" OR SUBJECT TO THE
PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED ("ERISA") AND THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED (THE "CODE") AND WILL NOT SUBJECT THE TRUSTEE, THE TRANSFEROR OR THE
SERVICER TO ANY OBLIGATION IN ADDITION TO THOSE UNDERTAKEN IN THE POOLING AND
SERVICING AGREEMENT, SUCH PURCHASER IS NOT (I) AN EMPLOYEE BENEFIT PLAN (AS
DEFINED IN SECTION 3(3) ERISA) THAT IS SUBJECT TO THE PROVISIONS OF TITLE I
OF ERISA, (II) A PLAN DESCRIBED IN SECTION 4975 (E)(1) OF THE CODE, OR (III)
AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN'S
INVESTMENT IN THE ENTITY.
33
IN WITNESS WHEREOF, the Transferor, the Servicer and the Trustee
have caused this Series 2002-1 Supplement to be duly executed by their
respective officers as of the day and year first above written.
CHASE MANHATTAN BANK USA,
NATIONAL ASSOCIATION
Transferor on and after June 1, 1996
By: /s/ Xxxxxxxx X. Xxxxxx
--------------------------------
Name: Xxxxxxxx X. Xxxxxx
Title: Vice President
JPMORGAN CHASE BANK,
Transferor prior to June 1, 1996 and Servicer
By: /s/ Xxxxxx Xxxx Xxxxxx
--------------------------------
Name: Xxxxxx Xxxx Xxxxxx
Title: Financial Director
THE BANK OF NEW YORK,
Trustee
By: /s/ Xxxxxx Xxxxxxx
--------------------------------
Name: Xxxxxx Xxxxxxx
Title: Assistant Treasurer
EXHIBIT A
FORM OF CERTIFICATE
EACH PURCHASER REPRESENTS AND WARRANTS FOR THE BENEFIT OF CHASE
MANHATTAN BANK USA, NATIONAL ASSOCIATION, THAT UNLESS SUCH PURCHASER, AT ITS
EXPENSE, DELIVERS TO THE TRUSTEE, THE SERVICER AND THE TRANSFEROR AN OPINION
OF COUNSEL SATISFACTORY TO THEM TO THE EFFECT THAT THE PURCHASE OR HOLDING
OF THIS CERTIFICATE BY SUCH PURCHASER WILL NOT RESULT IN THE ASSETS OF THE
TRUST BEING DEEMED TO BE "ASSETS OF A BENEFIT PLAN" OR SUBJECT TO THE
PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED ("ERISA") AND THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED (THE "CODE") AND WILL NOT SUBJECT THE TRUSTEE, THE TRANSFEROR OR THE
SERVICER TO ANY OBLIGATION IN ADDITION TO THOSE UNDERTAKEN IN THE POOLING AND
SERVICING AGREEMENT, SUCH PURCHASER IS NOT (I) AN EMPLOYEE BENEFIT PLAN (AS
DEFINED IN SECTION 3(3) ERISA) THAT IS SUBJECT TO THE PROVISIONS OF TITLE I
OF ERISA, (II) A PLAN DESCRIBED IN SECTION 4975 (E)(1) OF THE CODE, OR (III)
AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN'S
INVESTMENT IN THE ENTITY.
No. 1 $1,000,000,000
CHASE CREDIT CARD MASTER TRUST
SERIES 2002-1 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 ("Chase USA")
and other assets and interests constituting the Trust under the Pooling and
Servicing Agreement described below.
(Not an interest in or obligation of
Chase USA
or any Affiliate thereof.)
This certifies that CHASE CREDIT CARD OWNER TRUST 2002-1 (the
"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 hereafter created and arising
in connection with selected MasterCard and VISA credit card accounts (the
"Accounts") of Chase USA, all monies due or to become due in payment of the
Receivables (including all 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, and the Second Amendment thereto dated as of March 1, 2002 as
supplemented by the Series 2002-1 Supplement dated as of March 13, 2002
(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 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
Certificateholder by virtue of the acceptance hereof assents and by which the
Certificateholder is bound. This Certificate is a duly authorized Investor
Certificate entitled "Series 2002-1 Certificate" (the "Certificate"), which
represents an Undivided Interest in the Trust, including the right to receive
the Collections and other amounts allocated to the Certificates at the times
and in the amounts specified in the Pooling and Servicing Agreement and to be
deposited in the Investor Accounts, the Principal Funding Account and the
Accumulation Period Reserve Account or paid to the Certificateholder.
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* MasterCard(R) and VISA(R) are federally registered servicemarks of
MasterCard International Inc. and of Visa U.S.A., Inc., respectively.
The aggregate interest represented by the Certificate at any time
in the Principal Receivables in the Trust shall not exceed an amount equal to
the Investor Interest at such time. As of the Closing Date, the Initial
Investor Interest is $1,000,000,000.
The Investor Interest on any date of determination will be an
amount equal to (a) the Initial Investor Interest minus (b) the aggregate
amount of principal payments made to the Certificateholder prior to such
date, and minus (c) the excess, if any, of the aggregate amount of Investor
Charge-Offs and Reallocated Principal Collections over Investor Charge-Offs
and Reallocated Principal Collections reimbursed prior to such date of
determination; provided, however, that the Investor Interest may not be
reduced below zero.
For the purpose of allocating Collections of Finance Charge
Receivables and Receivables in Defaulted Accounts for each Monthly Period
during the Controlled Accumulation Period, the Investor Interest will be
further reduced (such reduced amount, the "Adjusted Investor Interest") by
the aggregate principal amount of funds on deposit in the Principal Funding
Account.
In addition to the Certificate, the Transferor will retain an
undivided interest in the Trust pursuant to the Pooling and Servicing
Agreement. The Transferor Interest is the interest in the Principal
Receivables not represented by all of the Investor Certificates issued by the
Trust. The Transferor Interest may be exchanged by the Transferor pursuant to
the Pooling and Servicing Agreement for a newly issued Series of Investor
Certificates and a reduced Transferor Interest upon the conditions set forth
in the Pooling and Servicing Agreement.
The Trust shall pay to the Series 2002-1 Certificateholder an
amount equal to the sum of the Class A Note Interest Requirement, the Class B
Note Interest Requirement and the Net Class C Note Interest Requirement, with
respect to each Interest Period, as more specifically set forth in the
Pooling and Servicing Agreement (collectively, the "Note Interest Amount"),
and will be distributed on the Business Day preceding May 15, 2002 and the
15th day of each calendar month thereafter, or if such day is not a Business
Day, on the next succeeding Business Day (a "Distribution Date"), to the
Certificateholder of record as of the last Business Day of the calendar month
preceding such Distribution Date (the "Record Date"). During the Rapid
Amortization Period, in addition to the Note Interest Amount, principal will
be distributed to the Certificateholder on each Distribution Date to the
extent of Available Investor Principal Collections until the Certificate has
been paid in full. During the Controlled Accumulation Period, in addition to
monthly payments of the Note Interest Amounts, the amount on deposit in the
Principal Funding Account will be distributed as principal to the
Certificateholder on the Business Day preceding the February 2007
Distribution Date (the "Scheduled Principal Allocation Commencement Date"),
unless distributed earlier as a result of the occurrence of a Pay Out Event
in accordance with the Pooling and Servicing Agreement.
On or before each Transfer Date, the Servicer shall instruct the
Trustee in writing to withdraw and the Trustee, acting in accordance with
such instructions, shall withdraw on such Transfer Date, from the Finance
Charge Account to the extent of funds on deposit therein (i) Collections of
Finance Charge Receivables processed as of the end of the preceding Monthly
Period which have been allocated to the Series 2002-1 Certificate, (ii) from
other amounts constituting Available Investor Finance Charge Collections, the
sum of (A) the Class A Note Interest Requirement, (B) the Class B Note
Interest Requirement, and (C) the Net Class C Note Interest Requirement.
On each Transfer Date, the Trustee or the Paying Agent shall
apply the Available Investor Finance Charge Collections withdrawn from the
Finance Charge Account, as required by the Pooling and Servicing Agreement,
in the following order of priority: (i) an amount equal to the Class A Note
Interest Requirement for the related Payment Date, (ii) an amount equal to
the Class B Note Interest Requirement for the related Payment Date, (iii) the
amount of any Net Investor Servicing Fee for such Transfer Date plus the
amount of any Net Investor Servicing Fee due but not paid on any prior
Transfer Date, (iv) an amount equal to the Net Class C Note Interest
Requirement for the related Payment Date, (v) an amount equal to the Investor
Default Amount, if any, for the preceding Monthly Period, (vi) an amount
equal to the sum of the Investor Charge-Offs and the amount of Reallocated
Principal Collections which have not been previously reimbursed, (vii) in
accordance with the terms of the Pooling and Servicing Agreement, an amount
equal to the excess of the Required Accumulation Period Reserve Account
Amount over the Available Accumulation Period Reserve Account Amount and
(viii) the excess, if any, of the Required Owner Trust Spread Account Amount
over the amount then on deposit in the Owner Trust Spread Account.
On or before the Transfer Date immediately succeeding the Monthly
Period in which the Controlled Accumulation Period or the Rapid Amortization
Period commences and on or before each Transfer Date thereafter, the Servicer
shall instruct the Trustee in writing to withdraw, and the Trustee, acting in
accordance with such instructions, shall withdraw on such Transfer Date from
the Principal Account an amount equal to the least of (a) the Available
Investor Principal Collections on deposit in the Principal Account, (b) the
applicable Controlled Deposit Amount and (c) the Adjusted Investor Interest
prior to any deposits on such date and from such amounts, and (i) during the
Controlled Accumulation Period, deposit such amount into the Principal
Funding Account, and (ii) during the Rapid Amortization Period, pay such
amount to the Certificateholder.
Distributions with respect to this Series 2002-1 Certificate will
be made by the Trustee by, except as otherwise provided in the Pooling and
Servicing Agreement, wire transfer or check mailed to the address of the
Series 2002-1 Certificateholder of record appearing in the Certificate
Register and except for the final distribution in respect of this Series
2002-1 Certificate, without the presentation or surrender of this Series
2002-1 Certificate or the making of any notation thereon.
This Certificate represents an interest in only the Chase Credit
Card Master Trust. This Certificate does not represent an obligation of, or
an interest in, the Transferor or the Servicer, and neither the Certificate
nor the Accounts or Receivables are insured or guaranteed by the Federal
Deposit Insurance Corporation or any other governmental agency. This Series
2002- 1 Certificate is limited in right of payment to certain collections
respecting the Receivables, all as more specifically set forth hereinabove
and in the Pooling and Servicing Agreement.
The Transfer of this Certificate shall be registered in the
Certificate Register upon surrender of this agency maintained by the Transfer
Agent and Registrar accompanied by a written instrument of transfer in a form
satisfactory to the Trustee and the Transfer Agent and Registrar duly
executed by the Certificateholder or such Certificateholder's
attorney-in-fact duly authorized in writing, and thereupon one or more new
Certificates of authorized denominations and for the same aggregate Undivided
Interests will be issued to the designated transferee or transferees.
The Servicer, the Trustee and the Transfer Agent and Registrar,
and any agent of any of them, may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and neither
the Servicer, the Trustee, the Paying Agent, the Transfer Agent and
Registrar, nor any agent of any of them or of any such agent shall be
affected by notice to the contrary except in certain circumstances described
in the Pooling and Servicing Agreement.
The Pooling and Servicing Agreement provides that the right of
the Series 2002-1 Certificateholder to receive payment from the Trust will
terminate on the first Business Day following the Series 2002-1 Termination
Date. Upon the termination of the Trust pursuant to Section 12.1 of the
Pooling and Servicing Agreement, the Trustee shall assign and convey to the
Holder of the Transferor Certificate (without recourse, representation or
warranty) all right, title and interest of the Trust in the Receivables,
whether then existing or thereafter created, and all proceeds of such
Receivables and Insurance Proceeds relating to such Receivables. The Trustee
or the Paying Agent shall execute and deliver such instruments of transfer
and assignment, in each case without recourse, as shall be prepared by the
Servicer reasonably requested by the Holder of the Transferor Certificate to
vest in such Holder all right, title and interest which the Trustee had in
the Receivables.
This Series 2002-1 Certificate is a security governed by Article
8 of the Delaware Uniform Commercial Code, as amended from time to time. The
foregoing declaration shall not be amended, modified, revoked or otherwise
changed during the effectiveness of the Series Supplement without the prior
written consent of the Indenture Trustee.
Unless the certificate of authentication hereon has been executed
by or on behalf of the Trustee, by manual signature, this Certificate shall
not be entitled to any benefit under the Pooling and Servicing Agreement, or
be valid for any purpose.
IN WITNESS WHEREOF, Chase Manhattan Bank USA, National
Association, has caused this Certificate to be duly executed.
By:________________________________
Authorized Officer
Dated:
Form of Trustee's Certificate of Authentication
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CERTIFICATE OF AUTHENTICATION
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This is the Certificate of Chase Credit Card Master Trust, Series
2002-1, referred to in the within-mentioned Pooling and Servicing Agreement.
THE BANK OF NEW YORK,
Trustee
By:________________________________
Authorized Signatory
Dated:
EXHIBIT B
FORM OF MONTHLY PAYMENT INSTRUCTIONS
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AND NOTIFICATION TO THE TRUSTEE
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[TO COME]
EXHIBIT C
FORM OF MONTHLY SERIES 2002-1 CERTIFICATEHOLDER'S STATEMENT
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[TO COME]
EXHIBIT D
FORM OF TRANSFEREE REPRESENTATION LETTER
[DATE]
Chase Manhattan Bank USA, National Association
000 Xxxxxxx Xxxxxxxxxx Xxxx
Xxxxx 0
Xxxxxx, Xxxxxxxx 00000
The Bank of New York
Corporate Trust-ABS
0 Xxxx Xxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Re: Chase Credit Card Master Trust, Series 2002-1
---------------------------------------------
Ladies and Gentlemen:
In connection with our proposed purchase of $1,000,000,000 in
principal amount of the Chase Credit Card Master Trust, Series 2002-1
certificates (the "Certificates"), we confirm that:
I. We have received such information and documentation as we deem
necessary in order to make our investment decision. We understand that such
information and documentation speaks only as of its date and that the
information contained therein may not be correct or complete as of any time
subsequent to such date.
II. We agree to be bound by the restrictions and conditions relating
to the Certificates set forth in the Third Amended and Restated Pooling and
Servicing Agreement, dated as of November 15, 1999, as amended and as
supplemented by the Series 2002-1 Supplement dated as of March 13, 2002 (the
"Series 2002-1 Supplement" and together with the Pooling and Servicing
Agreement, the "Pooling and Servicing Agreement"), each 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 ("Trustee"), and agree to be bound by, and not to reoffer, resell,
pledge or otherwise transfer (any such act, a "Transfer") the Certificates
except in compliance with such restrictions and conditions including but not
limited to those in Section 17 of the Series 2002-1 Supplement.
III. We agree that the Certificates may be reoffered, resold,
pledged or otherwise transferred only in compliance with the Securities Act
of 1933, as amended (the "Securities Act") and other applicable laws and only
(i) to the Transferor or (ii) to a limited number of institutional
"accredited investors" (as defined in Rule 501(a)(1), (2), (3) or (7) under
the Securities Act) and in a transaction exempt from the registration
requirements of the Securities Act (upon delivery of the documentation
required by the Pooling and Servicing Agreement and, if the Trustee so
requires, an opinion of counsel satisfactory to the Trustee).
IV. We have neither acquired nor will we Transfer the Certificates
we acquire (or any interest therein) or cause any part of the certificates
(or any interest therein) to be marketed on or through an "established
securities market" within the meaning of Section 7704(b)(1) of the Internal
Revenue Code of 1986, as amended (the "Code") and any treasury regulation
thereunder, including, without limitation, an over-the-counter-market or an
interdealer quotation system that regularly disseminates firm buy or sell
quotations.
V. We are not and will not become, for so long as we own any
interest in the Certificates, a partnership, Subchapter S corporation or
grantor trust for United States federal income tax purposes or, if we are
such a Person, the Certificates do not represent more than 50% of the value
of all of our assets.
VI. We are a person who is either (A)(i) a citizen or resident of
the United States, (ii) a corporation or other entity organized in or under
the laws of the United States or any political subdivision thereof or (iii) a
person not described in (i) or (ii) whose ownership of the Certificates is
effectively connected with a such person's conduct of a trade or business
within the United States (within the meaning of the Code) or (B) an estate or
trust the income of which is includible in gross income for United States
federal income tax purposes. We agree that (a) if we are a person described
in clause (A)(i) or (A)(ii) above, we will furnish to the person from whom we
are acquiring an interest in the Certificates, the Servicer and the Trustee,
a properly executed U.S. Internal Revenue Service Form W-9 and a new Form
W-9, or any successor applicable form, upon the expiration or obsolescence of
any previously delivered form or (b) if we are a person described in clause
(A)(iii) above, we will furnish to the person from whom we are acquiring an
interest in the Certificates, the Servicer and the Trustee, a properly
executed U.S. Internal Revenue Service Form 4224 or Form W- 8ECI and a new
Form 4224 or Form W-8ECI, or any successor applicable form, upon the
expiration or obsolescence of any previously delivered form (and, in each
case, such other certifications, representations or opinions of counsel as
may be requested by the Trustee). We recognize that if we are a tax-exempt
entity, payments with respect to the Certificates may constitute unrelated
business taxable income.
VII. We understand that a subsequent Transfer of the Certificates
will be void if such Transfer would cause the number of Targeted Holders (as
defined in the Series 2002-1 Supplement) to exceed ninety nine.
VIII. We understand that the opinion of tax counsel that the Trust
is not a publicly traded partnership taxable as a corporation is dependent in
part on the accuracy of the representations in paragraphs 4 and 5.
IX. We are an institutional "accredited investor" (as defined in
Rule 501(a)(1), (2), (3), or (7) of Regulation D under the Securities Act)
and have such knowledge and experience in financial and business matters as
to be capable of evaluating the merits and risks of our investment in the
Certificates, and we and any account for which we are acting are each able to
bear the economic risk of our or its investment.
X. We are acquiring the Certificates purchased by us for our own
account or for a single account (each of which is an institutional
"accredited investor") as to which we exercise sole investment discretion.
XI. We are not (a) an "employee benefit plan" (as defined in Section
3(3) of ERISA), including governmental plans and church plans, (b) a plan
described in Section 4975(e)(1) of the Internal Revenue Code of 1986, as
amended (the "Code") including individual retirement accounts and Xxxxx
plans, or (c) any other entity whose underlying assets include "plan assets"
(as defined in United States Department of Labor ("DOL") Regulation Section
2510.3-101, 29 C.F.R. ss.2510.3-101 or otherwise under ERISA) by reason of a
plan's investment in the entity, including, without limitation, an insurance
company general account
XII. We understand that any purported Transfer of any portion of the
Certificates in contravention of the restrictions and conditions in
paragraphs 1 through 11 above (including any violation of the representation
in paragraph 5 by an investor who continues to hold an interest in the
Certificates occurring any time after the Transfer in which it acquired such
Certificates) shall be null and void and the purported transferee shall not
be recognized by the Trust or any other person as a Certificate Holder for
any purpose.
XIII. We further understand that, on any proposed resale, pledge or
transfer of the Certificates, we will be required to furnish to the Trustee
and the Registrar, such certifications and other information as the Trustee
or the Registrar may reasonably require to confirm that the proposed sale
complies with the foregoing restrictions and with the restrictions and
conditions of the Certificates and the Pooling and Servicing Agreement
pursuant to which the Certificates were issued and we agree that if we
determine to Transfer the Certificates, we will cause our proposed transferee
to provide the Transferor, the Servicer and the Trustee with a letter
substantially in the form of this letter. We further understand that the
Certificates purchased by us will bear a legend to the foregoing effect.
XIV. The person signing this letter on behalf of the ultimate
beneficial purchaser of the Certificates has been duly authorized by such
beneficial purchaser of the Certificates to do so.
You are entitled to rely upon this letter and are irrevocably
authorized to produce this letter or a copy hereof to any interested party in
any administrative or legal proceeding or official inquiry with respect to
the matters covered hereby.
Very truly yours,
[full legal name of purchaser]
By: __________________________
Name:
Title:
TABLE OF CONTENTS
Page
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SECTION 1. Designation......................................................1
SECTION 2. Definitions......................................................1
SECTION 3. Servicing Compensation and Assignment of Interchange............12
SECTION 4. Reassignment and Transfer Terms.................................13
SECTION 5. Delivery and Payment for the Investor Certificates..............14
SECTION 6. Form of Delivery of Investor Certificates.......................14
SECTION 7. Article IV of Agreement.........................................14
SECTION 8. Article V of the Agreement......................................25
SECTION 9. Series 2002-1 Pay Out Events....................................28
SECTION 10. Series 2002-1 Termination.......................................29
SECTION 11. Counterparts....................................................29
SECTION 12. (a) Governing Law..............................................29
SECTION 13. No Petition.....................................................30
SECTION 14. Amendment to Agreement..........................................30
SECTION 17. Compliance with Withholding Requirements........................33
SECTION 18. Tax Characterization of the Certificates........................33
SECTION 19. ERISA Legend....................................................33
EXHIBITS
EXHIBIT A Form of Certificate
EXHIBIT B Form of Monthly Payment Instructions and Notification to the Trustee
EXHIBIT C Form of Monthly Series 2002-1 Certificateholder's Statement
EXHIBIT D Form of Transferee Representation Letter
SCHEDULE I Schedule to Exhibit C of the Pooling and Servicing Agreement
with respect to the Investor Certificate
