Exhibit 4.2(b)
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CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION
Transferor on and after June 1, 1996,
JPMORGAN CHASE BANK
(formerly the Chase Manhattan Bank),
Transferor prior to June 1, 1996 and Servicer
and
THE BANK OF NEW YORK,
Trustee
on behalf of the Certificateholders
of Chase Credit Card Master Trust
(formerly Chemical Master Credit Card Trust I)
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SECOND AMENDMENT
Dated as of March 1, 2002
to
THIRD AMENDED AND RESTATED
POOLING AND SERVICING AGREEMENT
Dated as of November 15, 1999
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SECOND AMENDMENT, dated as of March 1, 2002 (the "Second
Amendment"), to THIRD AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT,
dated as of November 15, 1999, by and among CHASE MANHATTAN BANK USA,
NATIONAL ASSOCIATION ("Chase USA"), as Transferor on and after June 1,
1996, JPMORGAN CHASE BANK (formerly the Chase Manhattan Bank), as
Transferor prior to June 1, 1996, and as Servicer, and THE BANK OF NEW
YORK, as Trustee (as amended by the First Amendment dated as of March 31,
2001 and as supplemented the "Pooling and Servicing Agreement").
WHEREAS, Section 13.1(b) of the Pooling and Servicing Agreement
provides that the Servicer, the Transferor and the Trustee, without the
consent of the Certificateholders, may amend the Pooling and Servicing
Agreement from time to time upon the satisfaction of certain conditions;
WHEREAS, the Servicer, the Transferor and the Trustee desire to
amend the Pooling and Servicing Agreement as set forth below; and
WHEREAS, all conditions precedent to the execution of this
Second Amendment have been complied with;
NOW, THEREFORE, the Servicer, the Transferor and the Trustee
are executing and delivering this Second Amendment in order to amend the
Pooling and Servicing Agreement in the manner set forth below.
Capitalized terms used but not defined herein shall have the
meanings assigned to them in the Pooling and Servicing Agreement.
SECTION 1. Amendment to Section 1.1.
(a) Section 1.1 of the Pooling and Servicing Agreement
is hereby amended by adding the following defined term in
appropriate alphabetical order:
" 'Delaware Act' shall mean the Asset Backed
Securities Facilitation Act located in Title 6,
Chapter 27A of the Delaware Code."
(b) The defined term "Trust" appearing in Section 1.1
of the Pooling and Servicing Agreement is hereby amended by
deleting the reference to "Section 9-306 of the UCC" and
inserting in lieu thereof the following: "Section 9-315 of the
UCC".
(c) The following defined terms appearing in Section
1.1 of the Pooling and Servicing Agreement shall be deleted in
their entirety: "Discount Percentage"; "Discount Option
Receivables"; "Discount Option Receivables Collections" and
"New Discount Option Receivables".
(d) The defined term "Finance Charge Receivables"
appearing in Section 1.1 of the Pooling and Servicing Agreement
is hereby amended by deleting the phrase "Discount Option
Receivables (if any)," appearing therein.
(e) The defined term "Permitted Investements" appearing
in Section 1.1 of the Pooling and Servicing Agreement is hereby
amended by adding at the end of clause (a)(iv) thereof the
following: "other than JPMorgan Chase Bank".
(f) The defined term "Trust Percentage" appearing in
Section 1.1 of the Pooling and Servicing Agreement is hereby
amended by deleting the phrase "(prior to giving effect to any
reduction thereof for Finance Charge Receivables which are
Discount Option Receivables)" appearing therein.
SECTION 2. Amendments to Section 2.1.
(a) Section 2.1 of the Pooling and Servicing Agreement
is hereby amended by deleting the reference to Section 9-106 of
the UCC appearing therein and inserting in lieu thereof the
following: "Section 9-102(a)(2) and (a)(42), respectively, of
the UCC".
(b) Section 2.1 of the Pooling and Servicing Agreement
is hereby amended by adding the following additional paragraph
at the end of such Section:
"It is the intention of the parties hereto that all
transfers of Receivables to the Trust pursuant to this
Agreement be subject to, and be treated in accordance with,
the Delaware Act whether such transfers were made prior to
or after the date that the Delaware Act became applicable
thereto, and each of the parties hereto agrees that this
Agreement has been entered into by the parties hereto in
express reliance on the Delaware Act. For the purposes of
complying with the requirements of the Delaware Act, each of
the parties hereto hereby agrees that any property, assets
or rights purported to be transferred, in whole or in part,
by Chase USA pursuant to this Agreement shall be deemed to
no longer be the property, assets or rights of Chase USA.
Each of the parties hereto acknowledges and agrees that each
such transfer is occurring in connection with a
"securitization transaction" within the meaning of the
Delaware Act."
SECTION 3. Amendments to Section 2.4.
(a) Section 2.4(a)(ii) of the Pooling and Servicing
Agreement shall be amended by deleting the reference to
"Section 9-306 of the UCC" and inserting in lieu thereof the
following: "Section 9-315 of the UCC".
(b) Section 2.4(d)(iv) of the Pooling and Servicing
Agreement shall be amended by deleting the reference to
"Section 9-306(3) of the UCC" and inserting in lieu thereof the
following: "Section 9-315(d) of the UCC".
SECTION 4. Amendments to Section 2.5. Section 2.5(a) of the
Pooling and Servicing Agreement shall be amended to delete the words "or
general intangibles" that appear therein. SECTION 5. Amendments to Section
2.6. Section 2.6(c)(iv) of the Pooling and Servicing Agreement shall be
amended by deleting the reference to "Section 9-306 of the UCC" and
inserting in lieu thereof the following: "Section 9-315 of the UCC".
SECTION 6. Amendments to Section 2.8. The Pooling and Servicing
Agreement shall be amended by deleting Section 2.8 thereof in its entirety.
SECTION 7. Amendments to Section 13.2. Section 13.2 (b) and (c)
of the Pooling and Servicing Agreement shall be amended to read in their
entirety as follows:
"(b) Within 30 days after the Transferor makes any change in
its name, identity or corporate structure which would make any
financing statement or continuation statement filed in accordance
with paragraph (a) above seriously misleading within the meaning of
Section 9-506 of the UCC, the Transferor shall give the Trustee
notice of any such change and shall file such financing statements or
amendments as may be necessary to continue the perfection of the
Trust's security interest in the Receivables and the proceeds
thereof.
"(c) The Transferor will give the Trustee prompt written
notice of any change in the jurisdiction in which it is located (as
such location is determined pursuant to Section 9-307 of the UCC) and
whether, as a result of such change, the applicable provisions of the
UCC would require the filing of any amendment of any previously filed
financing or continuation statement or of any new financing
statements and shall file such financing statements as may be
necessary to continue the perfection of the Trust's security interest
in the Receivables and the proceeds thereof within the time specified
in Section 9-316(a) of the UCC."
SECTION 8. Amendments to Section 13.4. Section 13.4 of the
Pooling and Servicing Agreement shall be amended to read in its entirety as
follows:
"THIS AGREEMENT AND THE RIGHTS AND DUTIES OF THE PARTIES
HEREUNDER 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."
SECTION 9. No Waiver. The execution and delivery of this Second
Amendment shall not constitute a waiver of a past default under the Pooling
and Servicing Agreement or impair any right consequent thereon.
SECTION 10. Pooling and Servicing Agreement in Full Force and
Effect as Amended. Except as specifically amended or waived hereby, all of
the terms and conditions of the Pooling and Servicing Agreement shall
remain in full force and effect. All references to the Pooling and
Servicing Agreement in any other document or instrument shall be deemed to
mean such Pooling and Servicing Agreement as amended by this Second
Amendment. This Second Amendment shall not constitute a novation of the
Pooling and Servicing Agreement, but shall constitute an amendment thereof.
The parties hereto agree to be bound by the terms and obligations of the
Pooling and Servicing Agreement, as amended by this Second Amendment, as
though the terms and obligations of the Pooling and Servicing Agreement
were set forth herein.
SECTION 11. Counterparts. This Second Amendment may be executed
simultaneously in any number of counterparts, each of which counterparts
shall be deemed to be an original, and all of which counterparts shall
constitute one and the same instrument.
SECTION 12. GOVERNING LAW. THIS SECOND AMENDMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS.
SECTION 13. Effective Date. This Second Amendment shall become
effective as of the day and year first above written.
IN WITNESS WHEREOF, the Servicer, the Transferor and the
Trustee have caused this Second Amendment to be duly executed by their
respective officers, thereunto duly authorized, as of the day and year
first above written.
CHASE MANHATTAN BANK USA,
NATIONAL ASSOCIATION
Transferor on and after June 1,1996
By:________________________________
Name:
Title:
JPMORGAN CHASE BANK (formerly the
Chase Manhattan Bank),
Transferor prior to June 1, 1996
and Servicer
By:________________________________
Name:
Title:
THE BANK OF NEW YORK,
Trustee
By:________________________________
Name:
Title:
