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 2004-2 Certificateholders
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SERIES 2004-2 SUPPLEMENT
Dated as of June 1, 2004
to
THIRD AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT
Dated as of November 15, 1999, as amended
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CHASE CREDIT CARD MASTER TRUST
Series 2004-2
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TABLE OF CONTENTS
Page
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........... 13
SECTION 6. Form of Delivery of Investor Certificates.................... 13
SECTION 7. Article IV of Agreement...................................... 13
SECTION 8. Article V of the Agreement................................... 24
SECTION 9. Series 2004-2 Pay Out Events................................. 26
SECTION 10. Series 2004-2 Termination.................................... 27
SECTION 11. Counterparts................................................. 28
SECTION 12. (a) Governing Law............................................ 28
(b) Article 8................................................ 28
SECTION 13. No Petition.................................................. 28
SECTION 14. Amendment to Agreement....................................... 28
SECTION 15. Tax Representation and Covenant.............................. 29
SECTION 16. Transfers of the Certificates................................ 29
SECTION 17. Compliance with Withholding Requirements..................... 31
SECTION 18. Tax Characterization of the Certificates..................... 31
SECTION 19. ERISA Legend................................................. 31
EXHIBITS
EXHIBIT A Form of Certificate
EXHIBIT B Form of Monthly Payment Instructions and Notification to the
Trustee
EXHIBIT C Form of Monthly Series 2004-2 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
ii
SERIES 2004-2 SUPPLEMENT, dated as of June 1, 2004 (this "Series
Supplement"), by and among CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION
("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 2004-2 (the "Owner Trust") and pledged by
the Owner Trust 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 2004-2 Certificates." The Series 2004-2
Certificates shall be substantially in the form of Exhibit A hereto.
(b) Series 2004-2 shall be included in Group One (as defined below).
Series 2004-2 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 2004-2) 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 the Principal Funding Account
pursuant to subsection 4.9(c)(i) with respect to the Certificates for the
previous Monthly Period.
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"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 2004-2 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 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 April 2004 and May 2004 Monthly Periods,
Base Rate shall mean the sum of (i)
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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 determined based on LIBOR as calculated for the
related Interest Periods pursuant to the Series 2004-1 Supplement to the
Agreement plus (x) in the case of the Class A Note Interest Rate, 0.04% per
annum, (y) in the case of the Class B Note Interest Rate, 0.22% per annum and
(z) in the case of the Class C Note Interest Rate, 0.55% per annum.
"Certificateholders" shall mean the Persons in whose names the Series
2004-2 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 June 1, 2004.
"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, $122,500,000; 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
April 30, 2006 or 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 2004-2 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.
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"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 July 15, 2004 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 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
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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 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 2004-2 and each other Series specified in
the related Supplement to be included in Group One.
"Indenture" shall mean that certain agreement, dated as of June 1, 2004
between the Chase Credit Card Owner Trust 2004-2 and The Bank of New York, as
indenture trustee.
"Initial Investor Interest" shall mean the initial aggregate principal
amount of the Certificates, which is $1,750,000,000.
"Initial Purchaser" shall have the meaning set forth in subsection 16(c).
6
"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 2004-2 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.
"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 June
30, 2004; provided, however, that for purposes of the definitions of the Base
Rate and Portfolio Yield, the April 2004 and May 2004 Monthly Periods shall
mean the respective calender months.
7
"Monthly Principal Payment" shall mean with respect to any Monthly
Period, for all Series (including Series 2004-2) 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 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 2004-2 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.
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"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 2004-2 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 April 2004 and May 2004 Monthly Periods,
Portfolio Yield shall mean "Portfolio Yield" as calculated in accordance with
the definition thereof in the Series 2004-1 Supplement to the Agreement.
"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 2004-2 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.
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"Rating Agency Condition" shall mean, with respect to Series 2004-2, the
written confirmation of the Rating Agency that a specified event or
modification of the terms of Series 2004-2 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 2004-2 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
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 May
2007 Distribution Date.
"Series 2004-2" shall mean the Series of the Chase Credit Card Master
Trust represented by the Investor Certificates.
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"Series 2004-2 Pay Out Event" shall have the meaning specified in Section
9 hereof.
"Series 2004-2 Termination Date" shall mean the earliest to occur of (a)
the Distribution Date on which the Investor Interest is paid in full, (b) the
September 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%.
"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 2004-2 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.
11
"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 2004-2 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 June 2004
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 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 June 2004 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.
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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.
SECTION 5. Delivery and Payment for the Investor Certificates.
The Transferor shall execute and deliver the Series 2004-2 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.
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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 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
14
4.5(b)(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.
(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 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,
15
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 July 14, 2004.
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.
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
16
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 2004-2 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;
(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;
17
(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 2004-2 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, shall remain in the Principal Account to be
treated as Shared Principal Collections and applied to Series other than
this Series 2004-2; 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.
18
(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 2004-2; 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 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 April 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
19
Period Length. On the February 2006 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 2004-2 allocated and
available for such purpose pursuant to subsection 4.9(a)(vi).
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 2004-2 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 2004-2 with respect
to any Transfer Date shall mean an amount equal to the Series Principal
Shortfall, if any, with respect to Series 2004-2 for such Transfer Date;
provided, however, that if the aggregate amount of Shared
20
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 2004-2 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 2004-2 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 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
21
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 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.
22
(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 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
23
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:
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;
24
(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 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
25
(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 2005, the Trustee and the
Paying Agent shall distribute to each Person who at any time during the
preceding calendar year was a Series 2004-2 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 Person was a Series 2004-2
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 2004-2 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 2004-2 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;
26
(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);
(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 2004-2 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 2004-2 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 2004-2 Termination.
The right of the Certificateholders to receive payments from the Trust
will terminate on the first Business Day following the Series 2004-2
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
27
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.
SECTION 13. No Petition.
The Transferor, the Servicer and the Trustee, by entering into this
Series Supplement and the Certificateholders, by accepting Series 2004-2
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 2004-2 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, other than the Owner Trust, shall be required to
represent and covenant in connection with the acquisition of an interest in
the Series 2004-2 Certificates, 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
28
such holder shall take all actions necessary to permit 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 Chase Credit
Card Owner Trust 2004-2 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 2004-2) (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 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
29
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, Chase Credit Card Owner Trust 2004-2 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 2004-2.
(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.
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
30
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.
31
IN WITNESS WHEREOF, the Transferor, the Servicer and the Trustee have
caused this Series 2004-2 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 X. Xxxxxx
------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Senior Vice President
THE BANK OF NEW YORK,
Trustee
By: /s/ Xxxxx Xxxxxx
------------------------------
Name: Xxxxx Xxxxxx
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 $1,750,000,000
CHASE CREDIT CARD MASTER TRUST
SERIES 2004-2 CERTIFICATE
Evidencing an Undivided Interest in a trust, the corpus of which consists of a
portfolio of MasterCard(R) and VISA(R)1 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 2004-2 (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 2004-2 Supplement dated as of June 1, 2004
(collectively, the "Pooling and Servicing Agreement"), by and among Chase USA,
as Transferor on and after June 1, 1996, JPMorgan Chase Bank, as Transferor
prior to June 1, 1996 and as Servicer, and The Bank of New York, as Trustee
(the "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 2004-2 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.
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 $1,750,000,000.
-----------------
MasterCard(R) and VISA(R) are federally registered servicemarks of
MasterCard International Inc. and of Visa U.S.A., Inc., respectively.
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 2004-2 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 July 15, 2004 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 May 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 2004-2 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 2004-2 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 2004-2
Certificateholder of record appearing in the Certificate Register and except
for the final distribution in respect of this Series 2004-2 Certificate,
without the presentation or surrender of this Series 2004-2 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 2004-2
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
2004-2 Certificateholder to receive payment from the Trust will terminate on
the first Business Day following the Series 2004-2 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 2004-2 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
CERTIFICATE OF AUTHENTICATION
This is the Certificate of Chase Credit Card Master Trust, Series 2004-2,
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 AND NOTIFICATION
TO THE TRUSTEE
JPMORGAN CHASE BANK
CHASE CREDIT CARD MASTER TRUST SERIES 2004-2
MONTHLY PERIOD ENDING __________ __, ____
Capitalized terms used in this notice have their respective meanings set forth
in the Pooling and Servicing Agreement. References herein to certain sections
and subsections are references to the respective sections and subsections of
the Pooling and Servicing Agreement as supplemented by the Series 2004-2
Supplement. This notice is delivered pursuant to Section 4.9.
(A) JPMorgan Chase Bank is the Servicer under the Pooling and Servicing
Agreement.
(B) The undersigned is a Servicing Officer.
(C) The date of this notice is on or before the related Transfer Date
under the Pooling and Servicing Agreement.
I. INSTRUCTION TO MAKE A WITHDRAWAL
Pursuant to Section 4.9, the Servicer does hereby instruct the Trustee (i) to
make withdrawals from the Finance Charge Account, the Principal Account and
the Principal Funding Account on ________ __, ____, which date is a Transfer
Date under the Pooling and Servicing Agreement, in aggregate amounts set forth
below in respect of the following amounts and (ii) to apply the proceeds of
such withdrawals in accordance with subsection 3(a) of the Series 2004-2
Supplement and Section 4.9 of the Pooling and Servicing Agreement:
A. Pursuant to subsection 3(a) of the Series 2004-2 Supplement:
1. Servicer Interchange $_________
2. Net Investor Servicing Fee $_________
B. Pursuant to subsection 4.9(a):
1. Class A Note Interest Requirement $_________
2. Class B Note Interest Requirement $_________
3. Net Investor Servicing Fee $_________
4. Net Class C Note Interest Requirement $_________
5. Investor Default Amount $_________
6. Investor Charge-offs $_________
7. Deposit to the Reserve Account $_________
8. Deposit to the Owner Trust Spread Account $_________
9. Excess Finance Charge Collections $_________
C. Pursuant to subsection 4.8 and 4.9(a):
(Application of Shared Excess Finance Charge
Collections to the Required Amount)
1. Class A Note Interest Requirement $_________
2. Class B Note Interest Requirement $_________
3. Net Investor Servicing Fee $_________
4. Net Class C Note Interest Requirement $_________
5. Investor Default Amount $_________
D. Pursuant to subsection 4.9(b):
1. Amount to be treated as Shared Principal Collections $_________
2. Amount to be paid to the holder of the Transferor's
Interest $_________
3. Unallocated Principal Collections (Excess Funding
Account) $_________
E. Pursuant to subsection 4.9(c):
1. Monthly Principal $_________
2. Amount to be treated as Shared Principal Collections $_________
3. Amount to be paid to the holder of the Transferor's
Interest $_________
4. Unallocated Principal Collections (Excess Funding
Account) $_________
F. Pursuant to subsection 4.9(d):
B-2
1. Amount to be withdrawn from the Principal Funding
Account commencing on the Transfer Date preceding
the Scheduled Principal Allocation Commencement Date $_________
B-3
II. REALLOCATED PRINCIPAL COLLECTIONS
Pursuant to Section 4.11, the Servicer does hereby instruct the Trustee to
withdraw from the Principal Account and apply Reallocated Principal
Collections pursuant to Section 4.11 with respect to the related Monthly
Period in the following amounts:
A. Pursuant to Section 4.11:
1. Monthly Reallocated Principal Collections $_________
III. ACCRUED AND UNPAID AMOUNTS
After giving effect to the withdrawals and transfers to be made in accordance
with this notice, the following amounts will be accrued and unpaid with
respect to all Monthly Periods preceding the current calendar month:
A. Pursuant to Section 4.6:
1. Class A Note Interest Shortfall $_________
2. Class B Note Interest Shortfall $_________
3. Class C Note Interest Shortfall $_________
B. Pursuant to Section 4.9(a)(iii):
1. Unpaid Net Investor Servicing Fee $_________
C. Pursuant to Section 4.10:
1. Aggregate amount of all unreimbursed Investor
Charge-Offs $_________
IN WITNESS WHEREOF, the undersigned has duly executed this certificate
this ____ day of __________, ____.
JPMORGAN CHASE BANK,
Servicer
By:______________________
Name:
Title:
B-4
EXHIBIT C
JPMorgan Chase Bank Chase Credit Card Owner Trust Monthly Report
Certificateholder's Statement Series 2004-2
Section 5.2 - Supplement Series 2004-2 Total
Certificate
(i) Monthly Principal Distributed ____________________________________ ____________
(ii) Monthly Interest Distributed ____________________________________ ____________
Class A Note Interest Requirement ____________________________________ ____________
Class B Note Interest Requirement ____________________________________ ____________
Net Class C Note Interest Requirement ____________________________________ ____________
(iii) Collections of Principal Receivables ____________________________________ ____________
(iv) Collections of Finance Charge Receivables ____________________________________ ____________
(v) Aggregate Amount of Principal Receivables ____________
Investor Interest ____________________________________ ____________
Adjusted Interest ____________________________________ ____________
Floating Investor Percentage ____________________________________ ____________
Fixed Investor Percentage ____________________________________ ____________
(vi) Receivables Delinquent (As % of Total Receivables)
Current
30 to 59 days ____________
60 to 89 days ____________
90 or more days ____________
Total Receivables ____________
____________
(vii) Investor Default Amount ____________________________________ ____________
(viii) Investor Charge-Offs ____________________________________ ____________
(ix) Reimbursed Investor Charge-Offs ____________________________________ ____________
(x) Servicing Fee ____________________________________ ____________
(xi) Portfolio Yield (Net of Defaulted Receivables) ____________
(xii) Reallocated Monthly Principal ___________________ ____________
(xiii) Closing Investor Interest ____________________________________ ____________
(xiv) LIBOR
(xv) Principal Funding Account Balance ____________
(xvi) Accumulation Shortfall ____________
(xvii) Principal Funding Investment Proceeds ____________
(xviii) Principal Investment Funding Shortfall ____________
(xix) Available Funds ____________________________________ ____________
(xx) Note Rate Class A
(xxi) Note Rate Class B
(xxii) Note Rate Class C
SCHEDULE I
(Schedule to Exhibit C of
the Pooling and Servicing
Agreement with respect to
the Series 2004-2 Certificate)
SCHEDULE TO MONTHLY SERVICER'S CERTIFICATE
MONTHLY PERIOD ENDING _______, __
JPMORGAN CHASE BANK
CHASE CREDIT CARD OWNER TRUST SERIES 2004-2
1. The aggregate amount of the Investor Percentage of Collections
of Principal Receivables........................................ $_______
2. The aggregate amount of Investor Percentage of Collections of
Finance Charge Receivables (excluding Interchange and amounts
with respect to Annual Membership Fees)......................... $_______
3. The aggregate amount of Investor Percentage of amounts with
respect to Annual Membership Fees............................... $_______
4. The aggregate amount of Investor Percentage of Interchange...... $_______
5. The aggregate amount of Servicer Interchange.................... $_______
6. The aggregate amount of funds on deposit in the Finance Change
Account allocable to the Series 2004-2 Certificate.............. $_______
7. The aggregate amount of funds on deposit in the Principal
Account allocable to the Series 2004-2 Certificate.............. $_______
8. The aggregate amount of funds on deposit in the Principal
Funding Account allocable to the Series 2004-2 Certificate...... $_______
9. To the knowledge of the undersigned, no Series 2004-2 Pay Out
Event or Trust Pay Out Event has occurred except as described
below:.......................................................... $_______
[If applicable, insert "none."]
I-1
IN WITNESS WHEREOF, the undersigned has duly executed this Certificates
as of this ___day of _______, __.
JPMORGAN CHASE BANK
By: _______________________________
Name:
Title:
I-2
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
000 Xxxxxxx Xxxxxx, 0 Xxxx
Xxx Xxxx, Xxx Xxxx 00000
Re: Chase Credit Card Master Trust, Series 2004-2
---------------------------------------------
Ladies and Gentlemen:
In connection with our proposed purchase of $1,750,000,000 in
principal amount of the Chase Credit Card Master Trust, Series 2004-2
Certificate (the "Certificate"), 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 Certificate 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 2004-2 Supplement dated as of June 1, 2004 (the
"Series 2004-2 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 Certificate
except in compliance with such restrictions and conditions including but not
limited to those in Section 17 of the Series 2004-2 Supplement.
III. We agree that the Certificate 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 Certificate we
acquire (or any interest therein) or cause any part of the Certificate (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 Certificate, a partnership, Subchapter S corporation or grantor trust
for United States federal income tax purposes or, if we are such a Person, the
Certificate does 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 Certificate 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 Certificate, 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 Certificate, the Servicer and the Trustee, a properly executed
U.S. Internal Revenue Service Form W-8ECI and a new 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
Certificate may constitute unrelated business taxable income.
VII. We understand that a subsequent Transfer of the Certificate will
be void if such Transfer would cause the number of Targeted Holders (as
defined in the Series 2004-2 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
Certificate, 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 Certificate 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
Certificate 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 Certificate
occurring any time after the Transfer in which it acquired such Certificate)
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 Certificate, 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 Certificate and the Pooling and Servicing Agreement pursuant to which the
Certificate was issued and we agree that if we determine to Transfer the
Certificate, 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 Certificate 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 Certificate has been duly authorized by such
beneficial purchaser of the Certificate 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:
