EXHIBIT 99.01
CHEVY CHASE MASTER CREDIT CARD TRUST
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Assignment Agreement"),
dated as of September 30, 1998 is among CHEVY CHASE BANK, F.S.B., a federally
chartered stock savings bank ("Chevy Chase"), CCB HOLDING CORPORATION, a
Delaware corporation ("CCBH"), FIRST USA BANK, N.A., a national banking
association ("Purchaser"), and BANKERS TRUST COMPANY, a New York banking
corporation, as Trustee (the "Trustee") under the Amended and Restated Pooling
and Servicing Agreement dated as of August 1, 1994 (as amended by the First
Amendment to the Amended and Restated Pooling and Servicing Agreement dated as
of September 28, 1994, as further amended by the Second Amendment to the Amended
and Restated Pooling and Servicing Agreement dated as of March 31, 1995, as
further amended by the Third Amendment to the Amended and Restated Pooling and
Servicing Agreement dated as of July 1, 1996, as further amended by the Fourth
Amendment to the Amended and Restated Pooling and Servicing Agreement dated as
of June 26, 1997, and as further amended by the Fifth Amendment to the Amended
and Restated Pooling and Servicing Agreement dated as of September 30, 1998, and
as supplemented by each of the outstanding Supplements and each of the
Assignments of Receivables in Additional Accounts entered into on or prior to
the date hereof, the "Agreement") pursuant to which the Chevy Chase Master
Credit Card Trust ("MT I") was created and the Investor Certificates and the
1997 Supplemental Certificate described in Schedule II hereto, together with the
Seller Certificate, have been delivered. Each Series of Investor Certificates
and the 1997 Supplemental Certificate were issued pursuant to a Supplement and
all of such Supplements in effect as of the date hereof are listed on Schedule I
to this Assignment Agreement (collectively, the "Supplements").
All capitalized terms used herein and not defined herein have the meaning
assigned thereto in the Agreement. The term "Effective Date" when used herein
shall mean the Closing Date under the Purchase and Sale Agreement among Chevy
Chase, CCBH and Purchaser dated as of September 2, 1998, as amended, (the
"Purchase and Sale Agreement").
WHEREAS, pursuant to the terms of Section 7.05 of the Agreement the Seller
and the Holder of the Seller Certificate may assign, convey and transfer all of
the Seller's consumer revolving credit card accounts and the receivables arising
thereunder, which may include all, but not less than all, of the Accounts and
the remaining interest of the Seller and the Holder of the Seller Certificate in
the Receivables arising thereunder, together with all servicing functions and
other obligations under the Agreement or related to the transactions
contemplated thereby, to another entity (which may be an entity that is not
affiliated with the Seller or the holder of the Seller Certificate);
WHEREAS, Chevy Chase and Purchaser have agreed that Chevy Chase will assign
and delegate to Purchaser and Purchaser will accept and assume all of Xxxxx
Xxxxx'x rights and obligations as Seller and Servicer under the Agreement; and
WHEREAS, CCBH, a wholly-owned subsidiary of Chevy Chase and the holder of
the Seller Certificate issued by MT I, and the Purchaser have agreed that CCBH
will transfer to Purchaser the Seller Certificate, the Seller's Interest and all
other rights and interests of CCBH arising under or relating to MT I and that
CCBH will assign and delegate to Purchaser and Purchaser will accept and assume
all of CCBH's rights and obligations as Holder of the Seller Certificate under
the Agreement.
NOW, THEREFORE, pursuant to the Agreement and in consideration of these
premises, and for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, it is hereby agreed that:
ARTICLE I
ASSIGNMENT OF CHEVY CHASE AND CCBH RIGHTS AND
DELEGATION OF CHEVY CHASE AND CCBH DUTIES AND OBLIGATIONS
Section 1.1 Assignment of Xxxxx Xxxxx'x and CCBH's Rights. Chevy Chase and
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CCBH, from and after the Effective Date, hereby assign, convey and transfer all
of Xxxxx Xxxxx'x consumer revolving credit card accounts and all of their
respective right, title and interest in the receivables arising thereunder,
which include all of the Accounts and the remaining interest of Chevy Chase and
CCBH in the Receivables arising thereunder, the interest of Chevy Chase and CCBH
in the Participation Interests and the Seller's Interest and the rights of Chevy
Chase and CCBH as the Cash Collateral Depositors (collectively, the "Assigned
Assets") to the Purchaser.
Section 1.2 Delegation of Chevy Chase Duties and Obligations. Chevy Chase
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and CCBH, from and after the Effective Date, hereby delegate to the Purchaser
all of Xxxxx Xxxxx'x liabilities, duties and obligations as Seller and Servicer,
as Cash Collateral Depositor and in its individual capacity under the Agreement
and all of CCBH's liabilities, duties and obligations as holder of the Seller
Certificate and the Seller's Interest, as Cash Collateral Depositor and in its
individual capacity under the Agreement (collectively, the "Assumed
Obligations").
Section 1.3 Acceptance and Assumption. Purchaser, from and after the
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Effective Date, hereby accepts from Chevy Chase and CCBH and acknowledges
transfer of all the Assigned Assets. Purchaser, from and after the Effective
Date, hereby accepts and assumes the Assumed Obligations, including the
obligation under the Agreement to transfer the Receivables arising under the
Accounts to the Trust, and the substitution of the Purchaser for the purposes of
Sections 7.04, 9.01 and 9.02 of the Agreement, and Purchaser, from and after the
Effective Date, hereby agrees and acknowledges, for the benefit of the Trustee
and all of the Certificateholders, that Purchaser hereby assumes all of the
liabilities, duties and obligations under and assumes and agrees to perform each
and every covenant and obligation of the Seller and of the Servicer, of the
Holder of the Seller Certificate and the Seller's Interest, of the Cash
Collateral Depositors and of Chevy Chase or CCBH in their individual capacity
contained in the Agreement, including but not
limited to the obligations of the Seller to transfer the Receivables and the
proceeds thereof to the Trust, in each case only from and after the Effective
Date. Purchaser, from and after the Effective Date, hereby expressly assumes the
rights and liabilities, duties and obligations of the Servicer under the
Custodial Agreements, as described in Section 8.09 of the Agreement. Purchaser,
from and after the Effective Date, assumes all liabilities, duties and
obligations of Chevy Chase in any capacity under the Assignments of Receivables
in Additional Accounts entered into in connection with MT I. For purposes of
Sections 3.05 and 3.06 of the Agreement, Chevy Chase will prepare the annual
servicer's report and provide the independent accountant's reports with respect
to each month during which Chevy Chase was the Servicer (or performing such
functions pursuant to an agreement between Chevy Chase and the Purchaser), and
thereafter the Purchaser will be responsible for preparing and providing all
such reports.
Section 1.4 Delivery and Consents. Pursuant to Section 7.05 of the
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Agreement, the Trustee shall have received the following on or prior to the
Effective Date: (a) from Chevy Chase, an Officer's Certificate stating that such
transfer and assumption comply with Section 7.05 of the Agreement, that this
Assignment Agreement is a valid and binding obligation of Purchaser enforceable
against Purchaser in accordance with its terms, except as such enforceability
may be limited by applicable bankruptcy, insolvency, reorganization, moratorium,
receivership, conservatorship or other similar laws affecting creditor's rights
generally or the rights of creditors of national banking associations from time
to time in effect and except as such enforceability may be limited by general
principles of equity (whether considered in a suit at law or in equity), and
that all conditions precedent provided for in the Agreement relating to such
transaction have been complied with and an Opinion of Counsel stating that such
transfer and assumption and this Agreement comply with Section 7.05 of the
Agreement and that all conditions precedent provided for in the Agreement
relating to such transaction have been complied with; (b) from Chevy Chase,
evidence of the consent to the transfer and assumption from each Series
Enhancer; (c) from Purchaser, copies of UCC-1 financing statements covering such
Accounts to perfect the Trust's interest in the Receivables arising thereunder;
(d) from Chevy Chase, written notice from each Rating Agency that the Rating
Agency Condition has been satisfied with respect to such transfer and
assumption; (e) from Chevy Chase and/or from Purchaser, an Opinion of Counsel as
to clause (c) above and certain other matters specified in Exhibit H-2 to the
Agreement; (f) from Chevy Chase, a Tax Opinion; and (g) from Purchaser, an
Opinion of Counsel that this Assignment Agreement is a valid and binding
obligation of Purchaser enforceable against Purchaser in accordance with its
terms, except as such enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium, receivership, conservatorship or other
similar laws affecting creditors' rights generally or the rights of creditors of
national banking associations from time to time in effect and except as
enforceability may be limited by general principles of equity (whether
considered in a suit at law or in equity).
Section 1.5 Acknowledgment, Consent and Release. The Trustee hereby
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acknowledges and consents to the assignment and delegation of Xxxxx Xxxxx'x
rights, title, interests, liabilities, duties and obligations as Seller and
Servicer, as Cash Collateral
Depositor and in its individual capacity and to the assignment and delegation of
CCBH's rights, title, interests, liabilities, duties and obligations as Holder
of the Seller Certificate and the Seller's Interest, as Cash Collateral
Depositor and in its individual capacity and to Purchaser's acceptance and
assumption thereof and hereby acknowledges and agrees that from and after the
Effective Date the Purchaser has been substituted for Chevy Chase as Seller and
Servicer, as Cash Collateral Depositor and in its individual capacity under the
Agreement and for CCBH as Holder of the Seller Certificate and the Seller's
Interest, as Cash Collateral Depositor and in its individual capacity under the
Agreement and that, as a result, from and after the Effective Date Chevy Chase
is released as Seller and Servicer, as Cash Collateral Depositor and in its
individual capacity under the Agreement and CCBH is released as Holder of the
Seller Certificate and the Seller's Interest, as Cash Collateral Depositor and
in its individual capacity under the Agreement and that, from and after the
Effective Date, Chevy Chase and CCBH are hereby, in any capacity, released from
all liabilities, duties and obligations under the Agreement except to the extent
of liabilities, duties and obligations, other than those specified by Section
7.05, that arose prior to the Effective Date.
ARTICLE II
TRANSFER OF THE SELLER CERTIFICATE
Section 2.1 Transfer of Seller Certificate. As provided in Section 2.07(c)
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of the Agreement, if the conditions set forth in Section 2.07(c) of the
Agreement are met, the Seller Certificate may be transferred to Purchaser in a
transaction under Section 7.05 of the Agreement and CCBH, from and after the
Effective Date, hereby assigns and transfers to Purchaser all of CCBH's right,
title and interest in the Seller Certificate and the Seller's Interest and on
the Effective Date CCBH will surrender the Seller Certificate to the Trustee, as
Transfer Agent and Registrar, for transfer to Purchaser and the Trustee, as
Transfer Agent and Registrar, shall issue a new Seller Certificate to Purchaser,
as provided in the Agreement. Chevy Chase represents that it has, as required
under Section 2.07(c) of the Agreement, on or prior to the Effective Date,
obtained the following consents: (i) the consent of CCBH, in its capacity as
holder of the Seller Certificate; and (ii) the consent of the trustee under the
Chevy Chase 1995-A Spread Account Trust, on behalf of such trust, and
confirmation that such trustee has obtained the consent of the RACES
certificateholders owning not less than 51% of the undivided interest in the
outstanding principal amount of the RACES certificates as defined in the Chevy
Chase 1995-A Spread Account Trust Agreement, as amended from time to time,
between Chevy Chase and the trustee, dated as of March 31, 1995. Chevy Chase and
CCBH represent and warrant that no Person has been designated by the Holder of
the Seller Certificate in writing to the Trustee as a Consenting Person under
Section 2.07(c) of the Agreement.
ARTICLE III
ASSIGNMENT OF RECEIVABLES
Section 3.1 Assignment of Receivables. Purchaser hereby acknowledges that
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Chevy Chase has transferred to Purchaser all of Xxxxx Xxxxx'x portfolio of
consumer credit card accounts including all of the Accounts designated for the
Trust pursuant to the terms of Section 2.01 of the Agreement or pursuant to
Section 2.08 of the Agreement and the Assignments of Receivables in Additional
Accounts (the "Account Assignments"). Purchaser acknowledges that, pursuant to
the Agreement and the Account Assignments, Chevy Chase has sold, transferred,
assigned and set over and otherwise conveyed to the Trustee, on behalf of the
Trust, for the benefit of the Certificateholders, all its right, title and
interest in, to and under the Receivables existing at the close of business on
the Trust Cut-Off Date, in the case of Receivables arising in the Initial
Accounts owned by the Seller, and on the applicable Addition Date, in the case
of Receivables arising in the Additional Accounts owned by the Seller, and, in
each case, thereafter created from time to time until the termination of the
Trust, all Interchange and Recoveries allocable to the Trust as provided in the
Pooling and Servicing Agreement, all moneys due or to become due and all amounts
received with respect to any of the foregoing and all proceeds (including
"proceeds" as defined in the UCC) of any of the foregoing and all moneys on
deposit in the Collection Account, the Special Funding Account and the Series
Accounts. Purchaser further acknowledges that CCBH acquired the Seller
Certificate and the Seller's Interest from the Bank, and any interest in the
Receivables or other assets of the Trust represented thereby, subject to the
right, title and interest conveyed to the Trustee, on behalf of the Trust, for
the benefit of the Certificateholders.
ARTICLE V
REPRESENTATIONS, WARRANTIES AND COVENANTS
Section 4.1 Representations and Warranties. Chevy Chase and CCBH represent
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and warrant to the Purchaser that, immediately prior to the effectiveness of the
Fifth Amendment to the Agreement, the representations and warranties of Chevy
Chase or of CCBH, as applicable, in any capacity, under the Agreement are true
and correct as of the Effective Date (or, if specifically made as of a prior
date, including any Closing Date or any Addition Date, as of such prior date).
The Purchaser's remedies for any breach of the foregoing representation and
warranty shall be subject to the provisions and limitations of Article 8 of the
Purchase and Sale Agreement and any claims with respect to the foregoing
representation and warranty shall be included in calculating whether such
limitations have been satisfied.
Section 4.2 Ability to Perform. After giving effect to the Fifth Amendment
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to the Agreement, as of the Effective Date the Purchaser makes all
representations and warranties set forth in the Agreement to be made by it in
any capacity under the Agreement (except to the extent such representations and
warranties related to an earlier date, as to which the Purchaser makes no
representation or warranty) and can perform all covenants and obligations
required to
be performed by the Purchaser in any capacity under the Agreement. Purchaser
represents that it meets the requirements set forth in the definition of
Eligible Servicer in the Agreement.
Section 4.3 Covenants.
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(a) Purchaser, as Seller and Servicer, as Holder of the Seller Certificate
and the Seller's Interest, as Cash Collateral Depositor and in its
individual capacity, agrees to comply with all of the covenants applicable
to the Purchaser as set forth in the Agreement and from and after the date
of this Assignment Agreement, Purchaser covenants to execute and deliver to
Chevy Chase, CCBH or to the Trustee such additional documents and
instruments and to take such action, all without further consideration, as
Chevy Chase, CCBH or the Trustee shall reasonably request to effectuate the
assignment, assumption and release provided herein, including, but not
limited to, the execution and filing of UCC financing statements.
(b) From and after the date of this Assignment Agreement, Chevy Chase and
CCBH covenant to execute and deliver to Purchaser such additional documents
and instruments and to take such action, all without further consideration,
as Purchaser shall reasonably request to effectuate the assignment,
assumption and release provided herein, including, but not limited to, the
execution and filing of UCC financing statements.
(c) Trustee covenants that, notwithstanding anything in this Assignment
Agreement to the contrary, the terms of Section 11.17 of the Agreement,
relating to confidentiality of information, will be binding against the
Trustee with regard to any information furnished by Chevy Chase or CCBH,
regardless of whether such information was furnished on, prior to or after
the date of this Assignment Agreement.
Section 4.4 CCB Holding. After the Effective Date, Chevy Chase may
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liquidate CCBH, through a merger, state law dissolution, liquidating
distribution or any other means, and, upon such liquidation, all funds of CCBH
will be the exclusive property of Chevy Chase and shall not be subject to any
claim of set-off or any other claim of any party hereto.
Section 4.5 No Petition Agreements. Notwithstanding anything to the
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contrary in this Assignment Agreement or the Fifth Amendment to the Agreement,
all agreements of any Person limiting such Person's rights with respect to the
initiation of a bankruptcy proceeding of CCBH (or any successor thereto),
including but not limited to Section 13.18 of the Agreement, shall continue in
full force and effect for a period of one year and one day after the Effective
Date.
ARTICLE V
MISCELLANEOUS PROVISIONS
Section 5.1 Headings. The headings herein are for purposes of reference
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only and shall not otherwise affect the meaning or interpretation of any
provision hereof.
Section 5.2 Counterparts. This Assignment Agreement may be executed in two
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or more counterparts, and by different parties on separate counterparts, each of
which shall be an original, but all of which shall constitute one and the same
instrument.
Section 5.3 Governing Law. THIS ASSIGNMENT AGREEMENT SHALL BE CONSTRUED IN
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ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS
CONFLICT OF LAWS PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
Section 5.4 Additional Information.
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(a) Schedule III is delivered by Purchaser to identify its Servicing
Officers
(b) Schedule IV is delivered by Purchaser in satisfaction of Section 13.02
of the Agreement.
Section 5.5 Further Assurances. Chevy Chase and CCBH agree to do and
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perform, from time to time, any and all acts and to execute any and all further
instruments required or reasonably requested by the Trustee more fully to effect
the purposes of this Agreement or to preserve the interest of the Trustee in the
Trust Assets, including the execution of any financing statements or
continuation statements relating to the Receivables or the Trust Assets for
filing under the provisions of the UCC of any applicable jurisdiction.
Section 5.6 Successors and Assigns. This agreement shall enure to the
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benefit of and be binding on the parties hereto and their respective successors
and permitted assigns. No party hereto may assign its rights or obligations
hereunder without the prior written consent of the other parties hereto.
Notwithstanding the foregoing or any other provision in this agreement to the
contrary, the Purchaser shall not be required to obtain the consent of any party
hereto after the date hereof in connection with any action taken by the
Purchaser in accordance with the Agreement (including, without limitation, in
connection with any assignment of any of the Purchaser's rights, liabilities,
duties or obligations under the Agreement), except as may be otherwise required
by the Agreement.
IN WITNESS WHEREOF, the undersigned have caused this Assignment Agreement
to be duly executed and delivered by their respective duly authorized officers
as of the day and year first above written.
CHEVY CHASE BANK, F.S.B.,
as Seller and Servicer, as Cash Collateral Depositor and
in its individual capacity
By: /s/ Xxxx X. Xxxxxxxx
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Name: Xxxx X. Xxxxxxxx
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Title: Senior Vice President and Controller
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CCB HOLDING CORPORATION,
as Holder of the Seller Certificate and Seller's
Interest, as Cash Collateral Depositor and in its
individual capacity
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
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Title: President
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FIRST USA BANK, N.A.,
as Assignee and Seller and
Servicer and Holder of the Seller Certificate and
Seller's Interest and Cash Collateral Depositor by
assignment and assumption
By: /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
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Title: Vice President
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BANKERS TRUST COMPANY,
as Trustee
By: /s/ Xxxxx Xxxx
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Name: Xxxxx Xxxx
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Title: Vice President
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SCHEDULE I
List of All Outstanding Supplements to the Amended and Restated Pooling
and Servicing Agreement dated as of August 1, 1994, as amended
Series 1994-5 Supplement, dated as of November 1, 1994
Series 1994-6 Supplement, dated as of December 1, 1994
Series 1994-7 Supplement, dated as of December 1, 1994
Series 1995-1 Supplement, dated as of March 1, 1995
Series 1997-1 Supplement, dated as of March 1, 1997
1997 Supplemental Certificate Supplement, dated as of June 1, 1997
SCHEDULE II
List of All Certificates
Outstanding Under the Agreement
Seller Certificate
Investor Certificates
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1994-5 (Class A and Class B)
1994-6
1994-7
1995-1 (Class A and Class B)
1997-1 (Class A, Class B and Class C)*
Supplemental Certificates
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1997 Supplemental Certificate
* Class C Interests are uncertificated
SCHEDULE III
Purchaser's List of Servicing Officers
Name Title
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Xxxxx X. Xxxxxxx Executive Vice President
Xxxxxxx Xxxxxxx Vice President
Xxxxxx X. Xxxxxxx Vice President
Xxxxxx Xxxxx Vice President
Xxxxxxx X. Xxxxxx Vice President
F. Xxxxxx Xxxxxxx Vice President
SCHEDULE IV
Notice from the Purchaser pursuant to Section 13.02(c) of the Agreement
relating to the relocation of the office from which the Servicer services
Receivables, keeps records concerning the Receivables and maintains its
principal executive office.
3 Xxxxxxxxx Centre
000 Xxxxx Xxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
