CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION,
Transferor on and after June 1, 1996,
THE CHASE MANHATTAN BANK,
Transferor prior to June 1, 1996 and Servicer
and
THE BANK OF NEW YORK,
Trustee
on behalf of the Series 2000-1 Certificateholders
-------------------------------------
SERIES 2000-1 SUPPLEMENT
Dated as of March 2, 2000
to
THIRD AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT
Dated as of November 15, 1999
--------------------------------------
CHASE CREDIT CARD MASTER TRUST
Series 2000-1
TABLE OF CONTENTS
Page
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SECTION 1. Designation . . . . . . . . . . . . . . . . . . . . . . . . . 1
SECTION 2. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . 1
SECTION 3. Servicing Compensation and Assignment of Interchange . . . . . 13
SECTION 4. Reassignment and Transfer Terms . . . . . . . . . . . . . . . . 14
SECTION 5. Delivery and Payment for the Investor Certificates . . . . . . 16
SECTION 6. Form of Delivery of Investor Certificates . . . . . . . . . . . 16
SECTION 7. Article IV of Agreement . . . . . . . . . . . . . . . . . . . . 16
SECTION 4.4 Rights of the Certificateholders . . . . . . . 16
SECTION 4.5 Allocations . . . . . . . . . . . . . . . . . 16
SECTION 4.6 Determination of Required Monthly Interest
Payment . . . . . . . . . . . . . . . . . . . . . . 19
SECTION 4.7 Determination of Monthly Principal . . . . . . 20
SECTION 4.8 Coverage of Required Amount . . . . . . . . . 21
SECTION 4.9 Monthly Payments . . . . . . . . . . . . . . . 21
SECTION 4.10 Investor Charge-Offs . . . . . . . . . . . . 25
SECTION 4.11 Reallocated Principal Collections . . . . . . 25
SECTION 4.12 Shared Principal Collections . . . . . . . . 25
SECTION 4.13 Principal Funding Account . . . . . . . . . . 26
SECTION 4.14 Accumulation Period Reserve Account . . . . . 27
SECTION 4.15 Transferor's or Servicer's Failure to Make a
Deposit or Payment . . . . . . . . . . . . . . . . 29
SECTION 8. Article V of the Agreement . . . . . . . . . . . . . . . . . . 29
SECTION 5.1 Distributions . . . . . . . . . . . . . . . . 30
SECTION 5.2 Monthly Series 2000-1 Certificateholders'
Statement . . . . . . . . . . . . . . . . . . . . . 30
SECTION 9. Series 2000-1 Pay Out Events . . . . . . . . . . . . . . . . . 32
SECTION 10. Series 2000-1 Termination . . . . . . . . . . . . . . . . . . 33
SECTION 11. Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . 33
SECTION 12. (a) Governing Law . . . . . . . . . . . . . . . . . . . . . . 33
SECTION 13. No Petition . . . . . . . . . . . . . . . . . . . . . . . . . 00
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XXXXXXX 00. Amendment to Agreement . . . . . . . . . . . . . . . . . . . . 34
SECTION 17. Compliance with Withholding Requirements . . . . . . . . . . . 37
SECTION 18. Tax Characterization of the Certificates . . . . . . . . . . . 37
SECTION 19. ERISA Legend. . . . . . . . . . . . . . . . . . . . . . . . . 37
EXHIBITS
EXHIBIT A Form of Certificate
EXHIBIT B Form of Monthly Payment Instructions and Notification to the
Trustee
EXHIBIT C Form of Monthly Series 2000-1
Certificateholder's Statement
EXHIBIT D Form of Transferee Representation Letter
SCHEDULE I Schedule to Exhibit C of the Pooling and Servicing Agreement
with respect to the Investor Certificate
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SERIES 2000-1 SUPPLEMENT, dated as of March 2, 2000
(this "Series Supplement"), by and among CHASE MANHATTAN BANK USA, NATIONAL
ASSOCIATION ("Chase USA"), as Transferor on and after June 1, 1996, THE CHASE
MANHATTAN 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 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 2000-1 (the
"Owner Trust") and pledged by the Owner Trustee to an indenture trustee to
secure certain notes to be issued by the Owner Trust.
SECTION 1. Designation.
(a) There is hereby created a Series of Investor
Certificates to be issued in a single class pursuant to the Agreement and
this Series Supplement and to be known as the "Series 2000-1 Certificates."
The Series 2000-1 Certificates shall be substantially in the form of Exhibit
A hereto.
(b) Series 2000-1 shall be included in Group One (as
defined below). Series 2000-1 shall not be subordinated to any other Series.
SECTION 2. Definitions.
In the event that any term or provision contained
herein shall conflict with or be inconsistent with any provision contained in
the Agreement, the terms and provisions of this Series Supplement shall
govern. All Article, Section or subsection references herein shall mean
Articles, Sections or subsections of the Agreement, except as otherwise
provided herein. All capitalized terms not otherwise defined herein are
defined in the Agreement. Each capitalized term defined herein shall relate
only to the Investor Certificates and no other Series of Certificates issued
by the Trust.
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"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 2000-1) which are not expected to be in
their revolving periods, and (c) the initial investor interests (or other
amounts specified in the applicable Supplement) of all other outstanding
Series which are not allocating Shared Principal Collections to other Series
and are in their revolving periods.
"Accumulation Period Length" shall have the meaning
assigned such term in subsection 4.9(e).
"Accumulation Period Reserve Account" shall have the
meaning specified in subsection 4.14(a).
"Accumulation Period Reserve Account Funding Date"
shall mean the Transfer Date which occurs not later than the earliest of (a)
the Transfer Date with respect to the Monthly Period which commences three
months prior to the commencement of the Controlled Accumulation Period; (b)
the first Transfer Date for which the Portfolio Adjusted Yield is less than
2%, but in such event the Accumulation Period Reserve Account Funding Date
shall not be required to occur earlier than the Transfer Date with respect to
the Monthly Period which commences 12 months prior to the commencement of the
Controlled Accumulation Period; (c) the first Transfer Date for which the
Portfolio Adjusted Yield is less than 3%, but in such event the Accumulation
Period Reserve Account Funding Date shall not be required to occur earlier
than the Transfer Date with respect to the Monthly Period which commences six
months prior to the commencement of the Controlled Accumulation Period; and
(d) the first Transfer Date for which the Portfolio Adjusted Yield is less
than 4%, but in such event the Reserve Account Funding Date shall not be
required to occur earlier than the Transfer Date with respect to the Monthly
Period which commences four months prior to the commencement of the
Controlled Accumulation Period.
"Accumulation Period Reserve Account Surplus" shall
mean, with respect to any date of determination, the amount by which the
amount on deposit in the Accumulation Period Reserve Account exceeds the
Required Accumulation Period Reserve Account Amount.
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"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.
"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
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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 2000-1 in accordance
with subsection 4.12(b).
"Base Rate" shall mean, with respect to any Monthly
Period, the annualized percentage equivalent of a fraction, the numerator of
which is equal to the sum of the Class A 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 January 2000, February
2000 and March 2000 Monthly Periods, Base Rate shall mean the sum of (i) the
weighted average of the Class A Note Interest Rate, the Class B Note Interest
Rate and the Class C Note Interest Rate and (ii) 2%; provided that the Class
A Note Interest Rate, the Class B Note Interest Rate and the Class C Note
Interest Rate shall be determined based on LIBOR as calculated for the
related Interest Periods pursuant to the Series 1999-3 Supplement to the
Agreement plus (x) with respect to the Class A Note Interest Rate, 0.17% per
annum, (y) in the case of the Class B Note Interest Rate, 0.35% per annum and
(z) in the case of the Class C Note Interest Rate 0.73% per annum.
"Certificateholders" shall mean the Persons in whose
names the Series 2000-1 Certificates are registered in the Certificate
Register.
"Certificate Reassignment Date" shall mean the date on
which the Investor Certificates are retransferred to the Transferor in
accordance with the terms specified in Section 4 of this Series Supplement
and subsection 12.2(a) of the Agreement.
"Certificates" shall mean the certificates executed by
the Transferor and authenticated by or on behalf of the Trustee,
substantially in the form of Exhibit A hereto.
"Class A Note Interest Requirement" shall have the
meaning set forth in the Indenture.
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"Class B Note Interest Requirement" shall have the
meaning set forth in the Indenture.
"Closing Date" shall mean March 2, 2000.
"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, $62,500,000; 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 January 31, 2004 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 2000-1
Termination Date.
"Controlled Deposit Amount" shall mean, with respect
to any Transfer Date, the sum of (a) the Controlled Accumulation Amount for
such Transfer Date and (b) any existing Accumulation
Shortfall.
"Covered Amount" shall mean, as of the Transfer Date
with respect to any Interest Period, an amount equal to the product of (a)
the actual number of days in the Interest Period beginning on the
Distribution Date preceding such Transfer Date divided by 360, (b) the Class
A Note Interest Rate and (c) the Principal Funding Account Balance as of the
close of business on the Distribution Date preceding such Transfer Date
(after giving effect to all of the transactions occurring on such date).
"Cumulative Series Principal Shortfall" shall mean the
sum of the Series Principal Shortfalls (as such term is defined in each of
the related Series Supplements) for each Series.
"Daily Principal Shortfall" shall mean, on any date of
determination, the excess of the Monthly Principal Payment for the Monthly
Period relating to such date over the month to date amount of Collections
processed in respect of Principal Receivables for such Monthly Period
allocable to investor certificates of all outstanding Series, not subject to
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reallocation, which are on deposit or to be deposited in the Principal
Account on such date.
"Distribution Date" shall mean April 17, 2000 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 IBCA, Inc. or its successors.
"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 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.
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"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 2000-1 and each other
Series specified in the related Supplement to be included in Group One.
"Indenture" shall mean that certain agreement, dated
as of March 2, 2000 between the Chase Credit Card Owner Trust 2000-1 and The
Bank of New York, as indenture trustee.
"Initial Investor Interest" shall mean the initial
aggregate principal amount of the Certificates, which is $892,857,000.
"Initial Purchaser" shall have the meaning set forth
in subsection 16(c).
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"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 Certificateholders" shall mean the holders
of record of the Series 2000-1 Certificates.
"Investor Certificates" shall mean the Series 2000-1
Certificates.
"Investor Charge-Offs" shall have the meaning
specified in Section 4.10.
"Investor Default Amount" shall mean, with respect to
any Receivable in a Defaulted Account, an amount equal to the product of (a)
the Default Amount and (b) the Floating Investor Percentage on the day such
Account became a Defaulted Account.
"Investor Interest" shall mean, on any date of
determination, an amount equal to (a) the Initial Investor Interest, minus
(b) the aggregate amount of principal payments made to the Certificates prior
to such date and minus (c) the aggregate amount of Investor Charge-Offs
pursuant to Section 4.10 and Reallocated Principal Collections pursuant to
Section 4.11 plus (d) the aggregate amount of Available Investor Finance
Charge Collections allocated and available on all prior Transfer Dates
pursuant to subsection 4.9(a)(vi) for the purpose of reimbursing the amount
of any reduction pursuant to clause (c); provided, however, that the Investor
Interest may not be reduced below zero.
"Investor Percentage" shall mean for any Monthly
Period, (a) with respect to Collections of Finance Charge Receivables and
Default Amounts at any time and Collections of Principal Receivables during
the Revolving Period, the Floating Investor Percentage and (b) with respect
to Collections of Principal Receivables during the Controlled Accumulation
Period or the Rapid Amortization Period, the Fixed Investor Percentage.
"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).
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"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 March 31, 2000.
"Monthly Principal Payment" shall mean with respect to
any Monthly Period, for all Series (including Series 2000-1) which are in an
Amortization Period or Accumulation Period (as such terms are defined in the
related Supplements for all Series), the sum of (a) the Controlled
Distribution Amount for the related Transfer Date for any Series in its
Controlled Amortization Period (as such terms are defined in the related
Supplements for all Series), (b) the Controlled Deposit Amount for the
related Transfer Date for any Series in its Accumulation Period, other than
its Rapid Accumulation Period, if applicable (as such terms are defined in
the related Supplements for all Series), (c) the Investor Interest as of the
end of the prior Monthly Period taking into effect any payments to be made on
the following Distribution Date for any Series in its Principal Amortization
Period or Rapid Amortization Period (as such terms are defined in the related
Supplements for all Series), (d) the Adjusted Investor Interest as of the end
of the prior Monthly Period taking into effect any payments or deposits to be
made on the following Transfer Date and Distribution Date for any Series in
its Rapid Accumulation Period (as such terms are defined in the related
Supplements for all Series), and (e) such other amounts as may be specified
in the related Supplements for all Series.
"Monthly Principal Reallocation Amount" shall mean
with respect to any Monthly Period an amount equal to the sum of (A) the
lower of (i) the excess of the Class A Note Interest Requirement over the
Available Investor Finance Charge Collections allocated with respect thereto
pursuant to subsection 4.9(a)(i) and (ii) the greater of (a) (x) the product
of (I) 16.0% 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) 9.0% 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
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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 2000-1 Certificates
with respect to any Transfer Date.
"Net Servicing Fee Rate" shall mean 1.0% per annum.
"Note Interest Period" shall have the meaning set
forth in the Indenture.
"Note Interest Requirement" shall have the meaning set
forth in subsection 4.6(a).
"Owner Trust Spread Account" shall have the meaning
set forth in the Indenture.
"Pay Out Commencement Date" shall mean the date on
which a Trust Pay Out Event is deemed to occur pursuant to Section 9.1 or a
Series 2000-1 Pay Out Event is deemed to occur pursuant to Section 9 hereof.
"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 January 2000, February 2000 and March 2000 Monthly Periods, Portfolio
Yield shall mean "Portfolio Yield" as calculated in accordance with the
definition thereof in the Series 1999-3 Supplement to the Agreement.
"Principal Funding Account" shall have the meaning set
forth in subsection 4.13(a).
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"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 2000-1 Termination Date and (b) the
termination of the Trust pursuant to Section 12.1.
"Rating Agency" shall mean Xxxxx'x, Standard & Poor's
and Fitch.
"Rating Agency Condition" shall mean, with respect to
Series 2000-1, the written confirmation of the Rating Agency that a specified
event or modification of the terms of Series 2000-1 will not result in the
withdrawal or downgrade of the rating of any class of the Asset Backed Notes
of Chase Credit Card Owner Trust 2000-1 then in effect.
"Reallocated Principal Collections" shall mean with
respect to any Transfer Date, Investor Principal Collections applied in
accordance with Section 4.11 in an amount not to exceed the lesser of the
Monthly Principal Reallocation Amount for the related Monthly Period and the
Investor Interest after giving effect to any Investor Charge-Offs for such
Transfer Date.
"Required Accumulation Factor Number" shall be equal
to a fraction, rounded upwards to the nearest whole number, the numerator of
which is one and the denominator of which is equal to the lowest monthly
principal payment rate on the Accounts, expressed as a decimal, for the 12
months preceding the date of such calculation.
"Required Accumulation Period Reserve Account Amount"
shall mean, with respect to any Transfer Date on or after the Accumulation
Period Reserve Account Funding Date, an amount equal to (a) the product of
(i) 84.0%, (ii) the Initial Investor Interest and (iii) 0.5% or (b) any other
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amount designated by the Transferor; provided, however, that if such
designation is of a lesser amount, the Transferor shall (i) provide the
Servicer and the Trustee with evidence that the Rating Agency Condition shall
have been satisfied and (ii) deliver to the Trustee a certificate of an
authorized officer to the effect that, based on the facts known to such
officer at such time, in the reasonable belief of the Transferor, such
designation will not cause a Pay Out Event or an event that, after the giving
of notice or the lapse of time, would cause a Pay Out Event to occur with
respect to Series 2000-1.
"Required Amount" shall have the meaning set forth in
Section 4.8.
"Required Owner Trust Spread Account Amount" shall have
the meaning set forth in the Indenture.
"Revolving Period" shall mean the period from and
including the Closing Date to, but not including, the earlier of (a) the day
the Controlled Accumulation Period commences and (b) the Pay Out Commencement
Date.
"Scheduled Principal Allocation Commencement Date"
shall mean the February 2005 Distribution Date.
"Series 2000-1" shall mean the Series of the Chase
Credit Card Master Trust represented by the Investor Certificates.
"Series 2000-1 Certificateholders" shall mean the
holders of records of Series 2000-1 Certificates.
"Series 2000-1 Pay Out Event" shall have the meaning
specified in Section 9 hereof.
"Series 2000-1 Termination Date" shall mean the
earliest to occur of (a) the Distribution Date on which the Investor Interest
is paid in full, (b) the June 2007 Distribution Date and (c) the Trust
Termination Date.
"Series Principal Shortfall" shall mean with respect
to any Transfer Date, the excess, if any, of (a) (i) with respect to any
Transfer Date relating to the Controlled Accumulation Period, the Controlled
Deposit Amount for such Transfer Date, and (ii) with respect to any Transfer
Date during the Rapid Amortization Period, the Adjusted Investor Interest
over (b) the Investor Principal Collections minus the Reallocated Principal
Collections for such Transfer Date.
"Series Servicing Fee Percentage" shall mean 2.0%.
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"Servicer Interchange" shall mean, for any Monthly
Period, the portion of Collections of Finance Charge Receivables allocated to
the Investor Certificates and deposited in the Finance Charge Account with
respect to such Monthly Period that is attributable to Interchange; provided,
however, that Servicer Interchange for a Monthly Period shall not exceed one-
twelfth of the product of (i) the Adjusted Investor Interest as of the last
day of such Monthly Period and (ii) 1.00%.
"Shared Excess Finance Charge Collections" shall mean,
with respect to any Distribution Date, as the context requires, either (x)
the amount described in subsection 4.9(a)(ix) allocated to the Series 2000-1
Certificates but available to cover shortfalls in amounts paid from
Collections of Finance Charge Receivables for other Series, if any or (y) the
aggregate amount of Collections of Finance Charge Receivables allocable to
other Series in excess of the amounts necessary to make required payments
with respect to such Series, if any, and available to cover shortfalls with
respect to the Investor Certificates.
"Shared Principal Collections" shall mean either (a)
the amount allocated to the Investor Certificates which may be applied to the
Series Principal Shortfall with respect to other outstanding Series or (b)
the amounts allocated to the investor certificates of other Series which the
applicable Supplements for such Series specify are to be treated as "Shared
Principal Collections" and which may be applied to cover the Series Principal
Shortfall with respect to the Investor Certificates.
"Targeted Holder" shall mean each holder of a right to
receive interest or principal with respect to the Investor Certificates (or
other interests in the Trust), other than certificates (or other such
interests) with respect to which an opinion is rendered that such
certificates (or other such interests) will be treated as debt for federal
income tax purposes, and any holder of a right to receive any amount in
respect of the Transferor Interest; provided, that any Person holding more
than one interest each of which would cause such Person to be a Targeted
Holder shall be treated as a single Targeted Holder.
"Transfer" shall have the meaning specified in
subsection 16(a).
SECTION 3. Servicing Compensation and Assignment of
Interchange.
(a) The share of the Servicing Fee allocable to Series
2000-1 with respect to any Transfer Date (the "Investor Servicing Fee") shall
be equal to one-twelfth of the product of (i) the Series Servicing Fee
Percentage and (ii) the Adjusted Investor Interest as of the last day of the
Monthly Period preceding such Transfer Date; provided, however, that with
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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
March 2000 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 March 2000 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 Investor
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 Investor
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
2000-1 Certificates to the Trustee for authentication in accordance with
Section 6.1. The Trustee shall deliver such Certificates when authenticated
in accordance with Section 6.2.
SECTION 6. Form of Delivery of Investor Certificates.
The Certificates shall be delivered as Registered
Certificates as provided in Section 6.1.
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
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from time to time) of Collections received with respect to the Receivables
and (b) funds on deposit in the Collection Account, the Finance Charge
Account, the Excess Funding Account, the Principal Account, the Principal
Funding Account, the Accumulation Period Reserve Account and the Distribution
Account. The Transferor Certificate shall not represent any interest in the
Collection Account, the Finance Charge Account, the Principal Account, the
Excess Funding Account, the Principal Funding Account, the Accumulation
Period Reserve Account or the Distribution Account, except as specifically
provided in this Article IV.
SECTION 4.5 Allocations.
(a) Allocations During the Revolving Period. During
the Revolving Period, the Servicer shall, prior to the close of business on
the day any Collections are deposited in the Collection Account, allocate to
the Investor 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.
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(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 Investor Certificateholders or the Holder
of the Transferor Certificate and pay or deposit from the Collection Account
the following amounts as set forth below:
(i) Deposit into the Finance Charge Account an amount
equal to the product of (A) the Investor Percentage on the
Date of Processing of such Collections and (B) the aggregate
amount of Collections processed in respect of Finance Charge
Receivables on such Date of Processing to be applied in
accordance with Section 4.9.
(ii) (A) Deposit into the Principal Account an amount
equal to the product of (1) the Investor Percentage on the
Date of Processing of such Collections and (2) the aggregate
amount of Collections processed in respect of Principal
Receivables on such Date of Processing; provided, however,
that the amount deposited into the Principal Account pursuant
to this subsection 4.5(b)(ii)(A) shall not exceed the Daily
Principal Shortfall, and (B) pay to the Holder of the
Transferor Certificate an amount equal to the excess, if any,
identified in the proviso to clause (A) above; provided,
however, that the amount to be paid to the Holder of the
Transferor Certificate pursuant to this subsection
4.5(b)(ii)(B) with respect to any Date of Processing shall be
paid to the Holder of the 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 Investor 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.
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(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 Investor Certificateholders and (ii) if at any time prior to such
Distribution Date the amount of Collections deposited in the Collection
Account exceeds the amount required to be deposited pursuant to clause (i)
above, the Servicer will be permitted to 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
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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
Investor 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 April 16,
2000.
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
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Class A Note Interest Requirement, (ii) the Class B Note Interest Requirement
and (iii) the Net Class C Note Interest Requirement plus (B) the Net Investor
Servicing Fee for the prior Monthly Period plus (C) the Net Investor
Servicing Fee, if any, due but not paid on any prior Transfer Date plus, (D)
the Investor Default Amount for the prior Monthly Period, if any, exceeds the
amount of Available Investor Finance Charge Collections for such Monthly
Period. In the event the Required Amount is greater than zero, the Servicer
shall give written notice to the Trustee of such positive Required Amount for
such Transfer Date and all or a portion of the Shared Excess Finance Charge
Collections allocable to Series 2000-1 with respect to such Transfer Date in
an amount equal to the Required Amount, to the extent available, for such
Transfer Date shall be distributed from the Finance Charge Account on such
Transfer Date in accordance with the priority of payments set forth in
subsection 4.9(a).
SECTION 4.9 Monthly Payments.
On or before each Transfer Date, the Servicer shall
instruct the Trustee 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
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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;
(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 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 2000-1 in the priority set forth
above.
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(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 2000-1; and
(ii) an amount equal to the excess, if any, of (A)
the Available Investor Principal Collections for such
Transfer Date over (B) the applications specified in
subsection 4.9(b)(i) above shall be paid to the Holder of the
Transferor Certificate; provided, however, that the amount to
be paid to the Holder of the Transferor Certificate pursuant
to this subsection 4.9(b)(ii) with respect to such Transfer
Date shall be paid to the Holder of the Transferor
Certificate only if the Transferor Interest on such Date of
Processing is greater than the Minimum Transferor Interest
(after giving effect to the inclusion in the Trust of all
Receivables created on or prior to such Transfer Date and the
application of payments referred to in subsection 4.3(b)) and
otherwise deposited into the Excess Funding Account.
(c) During the Controlled Accumulation Period or the
Rapid Amortization Period, an amount equal to the Available Investor
Principal Collections deposited into the Principal Account for the related
Monthly Period shall be distributed on each Transfer Date in the following
priority:
(i) an amount equal to the least of (i) the Available
Investor Principal Collections on deposit in the Principal
Account with respect to such Transfer Date, (ii) for each
Transfer Date with respect to the Controlled Accumulation
Period, the applicable Controlled Deposit Amount for such
Transfer Date and (iii) the Adjusted Investor Interest prior
to any deposits on such Transfer Date, shall be (A) during
the Controlled Accumulation Period, deposited into the
Principal Funding Account, and (B) during the Rapid
Amortization Period paid to the Certificateholders; and
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(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 2000-1; and
(iii) an amount equal to the excess, if any, of (A)
the Available Investor Principal Collections for such
Transfer Date over (B) the applications specified in
subsection 4.9(c)(i) and (ii) above shall be paid to the
Holder of the Transferor Certificate; provided, however, that
the amount to be paid to the Holder of the Transferor
Certificate pursuant to this subsection 4.9(c)(iii) with
respect to such Transfer Date shall be paid to the Holder of
the Transferor Certificate only if the Transferor Interest on
such Date of Processing is greater than the Minimum
Transferor Interest (after giving effect to 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,
acting in accordance with instructions from the Servicer, shall pay to the
Certificateholders an amount equal to the amount on deposit in the Principal
Funding Account on the related Transfer Date.
(e) The Controlled Accumulation Period is scheduled
to commence at the close of business on the last day of the January 2004
Monthly Period; provided, however, that, if the Accumulation Period Length
(determined as described below) is less than 12 months, the date on which the
Controlled Accumulation Period actually commences will be delayed to the
first Business Day of the month that is the number of whole months prior to
the Scheduled Principal Allocation Commencement Date at least equal to the
Accumulation Period Length and, as a result, the number of Monthly Periods in
the Controlled Accumulation Period will at least equal the Accumulation
Period Length. On the November 2003 Determination Date, and each
Determination Date thereafter until the Controlled Accumulation Period
begins, the Servicer will determine the "Accumulation Period Length" which
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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 2000-1 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 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 2000-1 on any Transfer Date shall be applied
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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
2000-1 with respect to any Transfer Date shall mean an amount equal to the
Series Principal Shortfall, if any, with respect to Series 2000-1 for such
Transfer Date; provided, however, that if the aggregate amount of Shared
Principal Collections for all Series for such Transfer Date is less than the
Cumulative Series Principal Shortfall for such Transfer Date, then Shared
Principal Collections allocable to Series 2000-1 on such Transfer Date shall
equal the product of (i) Shared Principal Collections for all Series for such
Transfer Date and (ii) a fraction, the numerator of which is the Series
Principal Shortfall with respect to Series 2000-1 for such Transfer Date and
the denominator of which is the aggregate amount of the Cumulative Series
Principal Shortfall for all Series for such Transfer Date.
SECTION 4.13 Principal Funding Account.
(a) The Trustee shall establish and maintain, in the
name of the Trust, on behalf of the Trust, for the benefit of the Investor
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 Investor 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 Investor 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, 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 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
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prior to the next succeeding Transfer Date. The Trustee shall maintain for
the benefit of the Investor 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, acting at the Servicer's direction given before each Transfer Date,
shall transfer from the Principal Funding Account to the Finance Charge
Account the Principal Funding Investment Proceeds, but not in excess of the
Covered Amount, for application as Available Investor Finance Charge
Collections applied pursuant to subsection 4.9(a).
Any Excess Principal Funding Investment Proceeds
shall be included as Available Investor Finance Charge Collections for such
Transfer Date. An amount equal to any Principal Funding Investment Shortfall
shall be deposited in the Finance Charge Account on each Transfer Date from
the Accumulation Period Reserve Account to the extent funds are available
pursuant to subsection 4.14(d) and included as Available Investor Finance
Charge Collections for such Transfer Date. Principal Funding Investment
Proceeds (including reinvested interest) shall not be considered part of the
amounts on deposit in the Principal Funding Account for purposes of this
Series Supplement.
SECTION 4.14 Accumulation Period Reserve Account.
(a) The Trustee shall establish and maintain, on
behalf of the Trust, for the benefit of the Investor 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 Investor 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 Investor 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, 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
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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 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 Investor
Certificateholders possession of the negotiable instruments or securities, if
any, evidencing such Permitted Investments. No Permitted Investment shall be
disposed of prior to its maturity. On each Transfer Date, all interest and
earnings (net of losses and investment expenses) accrued since the preceding
Transfer Date on funds on deposit in the Accumulation Period Reserve Account
shall be retained in the Accumulation Period Reserve Account (to the extent
that the Available Accumulation Period Reserve Account Amount is less than
the Required Accumulation Period Reserve Account Amount) and the balance, if
any, shall be deposited into the Finance Charge Account and included in
Available Investor Finance Charge Collections for such Transfer Date. For
purposes of determining the availability of funds or the balance in the
Accumulation Period Reserve Account for any reason under this Series
Supplement, except as otherwise provided in the preceding sentence,
investment earnings on such funds shall be deemed not to be available or on
deposit.
(c) On or before each Transfer Date with respect to
the Controlled Accumulation Period prior to the payment in full of the
Investor Interest and on or before the first Transfer Date with respect to
the Rapid Amortization Period, the Servicer shall calculate the "Accumulation
Period Reserve Draw Amount" which shall be equal to the Principal Funding
Investment Shortfall with respect to each Transfer Date with respect to the
Controlled Accumulation Period or the first Transfer Date with respect to the
Rapid Amortization Period; provided, however, that such amount will be
reduced to the extent that funds otherwise would be available for deposit in
the Accumulation Period Reserve Account under Section 4.9(vii) with respect
to such Transfer Date.
(d) In the event that for any Transfer Date the
Accumulation Period Reserve Draw Amount is greater than zero, the
Accumulation Period Reserve Draw Amount, up to the Available Accumulation
Period Reserve Account Amount, shall be withdrawn from the Accumulation
Period Reserve Account on such Transfer Date by the Trustee (acting in
accordance with the instructions of the Servicer), deposited into the Finance
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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, 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
shall make such payment or deposit from the applicable Investor Account
without instruction from the Servicer or Transferor. The Trustee shall be
required to make any such payment, deposit or withdrawal hereunder only to
the extent that the Trustee has sufficient information to allow it to
determine the amount thereof; provided, however, that the Trustee shall in
all cases be deemed to have sufficient information to determine the Class A
Note Interest Requirement, the Class B Note Interest Requirement, the Class C
Interest Requirement, the Net Class C Interest Requirement and the amount of
the Principal Payment on each Distribution Date. The Servicer shall, upon
request of the Trustee, promptly provide the Trustee with all information
necessary to allow the Trustee to make such payment, deposit or withdrawal.
Such funds or the proceeds of such withdrawal shall be applied by the Trustee
in the manner in which such payment or deposit should have been made by the
Transferor or the Servicer, as the case may be.
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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 Investor Certificateholders:
ARTICLE V
DISTRIBUTIONS AND REPORTS TO THE INVESTOR
CERTIFICATEHOLDERS
SECTION 5.1 Distributions. On each Transfer Date,
the Trustee shall distribute (in accordance with the certificates delivered
on or before the related Transfer Date by the Servicer to the Trustee
pursuant to subsection 3.4(b)) to the Investor 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 Investor
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 Series 2000-1 Certificateholders'
Statement.
(a) On or before each Distribution Date, the Trustee
shall forward to the Series 2000-1 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
setting forth, among other things, the following information (which, in the
case of subclauses (i) and (ii) below, shall be stated on the basis of an
original principal amount of $1,000 per Certificate and, in the case of
subclauses (viii) and (ix) shall be stated on an aggregate basis and on the
basis of an original principal amount of $1,000 per Certificate, as
applicable):
(i) the amount of the current distribution allocable
to the payment of principal with respect to the Certificates;
(ii) the amount of the current distribution allocable
to the Class A Note Interest Requirement, Class B Note
Interest Requirement, and the Net Class C Note Interest
Requirement, respectively;
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(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;
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(xvi) the amount of Available Investor Finance Charge
Collections on deposit in the Finance Charge Account on the
related Transfer Date; and
(xvii) such other items as are set forth in Exhibit C
to this Series Supplement.
(b) Annual Certificateholders' Tax Statement. On or
before January 31 of each calendar year, beginning with calendar year 2001,
the Trustee shall distribute to each Person who at any time during the
preceding calendar year was a Series 2000-1 Certificateholder, a statement
prepared by the Servicer containing the information required to be contained
in the regular monthly report to the Series 2000-1 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 2000-1
Certificateholder, together with such other customary information (consistent
with the treatment of the Certificates as debt) as the Servicer deems
necessary or desirable to enable the Series 2000-1 Certificateholders to
prepare its tax returns. Such obligations of the Trustee shall be deemed to
have been satisfied to the extent that substantially comparable information
shall be provided by the Trustee pursuant to any requirements of the Internal
Revenue Code as from time to time in effect.
SECTION 9. Series 2000-1 Pay Out Events.
If any one of the following events shall occur with
respect to the Investor Certificates:
(a) failure on the part of the Transferor (i) to make
any payment or deposit required by the terms of (A) the Agreement or (B) this
Series Supplement, on or before the date occurring five days after the date
such payment or deposit is required to be made herein or (ii) duly to observe
or perform in any material respect any covenants or agreements of the
Transferor set forth in the Agreement or this Series Supplement, which
failure has a material adverse effect on the Investor 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 Series 2000-1
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
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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 Series 2000-1
Certificateholders are materially and adversely affected and continue to be
materially and adversely affected for such period; provided, however, that a
Series 2000-1 Pay Out Event pursuant to this subsection 9(b) shall not be
deemed to have occurred hereunder if the Transferor has accepted reassignment
of the related Receivable, or all of such Receivables, if applicable, during
such period in accordance with the provisions of the Agreement;
(c) the average Portfolio Yield for any three
consecutive Monthly Periods is reduced to a rate which is less than the
average of the Base Rates for such period;
(d) the Transferor shall fail to convey Receivables
arising under 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 Series 2000-1 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 under the
Indenture;
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 2000-1 Pay Out
Event") has occurred with respect to the Series Certificates as of the date
of such notice, and in the case of any event described in subsection 9(c),
(d), (f) or (g) hereof, a Series 2000-1 Pay Out Event shall occur without any
notice or other action on the part of the Trustee or the Noteholders
immediately upon the occurrence of such event.
SECTION 10. Series 2000-1 Termination.
The right of the Investor Certificateholders to
receive payments from the Trust will terminate on the first Business Day
following the Series 2000-1 Termination Date.
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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 CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK 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, AND WITHOUT, LIMITING THE
GENERALITY OF THE FOREGOING, THE IMMUNITY AND STANDARD OF CARE OF THE TRUSTEE
IN THE ADMINISTRATION OF THE TRUST HEREUNDER SHALL BE GOVERNED BY THE LAWS OF
THE STATE OF NEW YORK.
(b) Article 8. The Series Certificates shall be
securities governed by Article 8 of the New York Uniform Commercial Code, as
amended from time to time. The foregoing declaration shall not be amended,
modified, revoked or otherwise changed during the effectiveness of this
Agreement without the prior written consent of the Indenture Trustee.
SECTION 13. No Petition.
The Transferor, the Servicer and the Trustee, by
entering into this Series Supplement and the Certificateholders, by accepting
Series 2000-1 Certificates hereby covenant and agree that they will not at
any time institute against the Trust, or join in any institution against the
Trust of, any bankruptcy proceedings under any United States Federal or state
bankruptcy or similar law in connection with any obligations relating to the
Investor Certificateholders, the Agreement or this Series Supplement.
SECTION 14. Amendment to Agreement.
By purchasing its Series 2000-1 Certificates the
Investor Certificateholders shall be deemed to have consented that The Chase
Manhattan 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.
SECTION 15. Tax Representation and Covenant.
Any Certificateholder shall be required to represent
and covenant in connection with such acquisition that (x) it has neither
acquired, nor will it sell, trade or transfer any interest in the Trust or
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cause any interest in the Trust to be marketed on or through an "established
securities market" within the meaning of Code section 7704(b)(1), including
without limitation an interdealer quotation system that regularly
disseminates firm buy or sell quotations by identified brokers or dealers by
electronic means or otherwise, (y) unless the Transferor consents otherwise,
such holder (i) is properly classified as, and will remain classified as, a
"corporation" as described in Code section 7701(a)(3) and (ii) is not, and
will not become, an S corporation as described in Code section 1361, and (z)
it will (i) cause any participant with respect to such interest otherwise
permitted hereunder to make similar representations and covenants for the
benefit of the Transferor and the Trust and (ii) forward a copy of such
representations and covenants to the Trustee. Each such Holder shall further
agree in connection with its acquisition of such interest that, in the event
of any breach of its (or its participant's) representation and covenant that
it (or its participant) is and shall remain classified as a corporation other
than an S corporation, the Transferor shall have the right to procure a
replacement investor to replace such holder (or its participant), and further
that such holder shall take all actions necessary to permit such replacement
investor to succeed to its rights and obligations as a holder (or to the
rights of its participant).
SECTION 16. Transfers of the Certificates.
(a) No portion of the Certificate or any interest
therein may be sold (including in the initial offering), conveyed, assigned,
hypothecated, pledged, participated, or otherwise transferred (each, a
"Transfer") except in accordance with this Section 16. No portions of the
Certificates or any interest therein may be Transferred to any Person (other
than Wilmington Trust Company, not in its individual capacity but solely as
Owner Trustee for the Chase Credit Card Owner Trust 2000-1 and The Bank of
New York, not in its individual capacity but solely in its capacity as
indenture trustee for the Chase Credit Card Owner Trust 2000-1) (each, an
"Assignee"), unless the Assignee shall have executed and delivered the
certification referred to in subsection 16(e) below. Any attempted Transfer
that would cause the number of Targeted Holders to exceed ninety-nine shall
be void.
(b) Each Assignee shall certify to the Transferor,
the Servicer, and the Trustee that it is either (A)(i) a citizen or resident
of the U.S., (ii) a corporation, partnership or other entity organized in or
under the laws of the U.S. or any political subdivision thereof which, if
such entity is a tax-exempt entity, recognizes that payments with respect to
the Certificate may constitute unrelated business taxable income or (iii) a
Person not described in (i) or (ii) whose ownership of any interest in the
Certificates is effectively connected with the conduct of a trade or business
within the United States (within the meaning of the Code) or (B) an estate or
trust the income of which is includible in gross income for U.S. federal
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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 4224 (and will agree to furnish a new Form 4224, 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 of all of its assets. Each
Initial Purchaser of an interest in the Certificates acknowledges that the
Opinion of Counsel to the effect that the Trust will not be treated as a
publicly traded partnership taxable as a corporation is dependent in part on
the accuracy of its certifications described in this subsection 16(c). For
purposes of this Section 16, "Initial Purchaser" shall mean the Transferor,
Wilmington Trust Company, not in its individual capacity but solely as Owner
Trustee for the Chase Credit Card Owner Trust 2000-1 and The Bank of New York
not in its individual capacity but solely in its capacity as indenture
trustee for the Chase Credit Card Owner Trust 2000-1.
(d) Each Initial Purchaser of any interest in the
Certificates shall, by its acceptance of the Certificates, be deemed to have
certified and each Assignee shall certify to the Transferor, the Servicer and
the Trustee (i) that it has purchased its interest in the Certificates for
investment only and not with a view to any public distribution thereof, (ii)
that it will not offer, sell, pledge or otherwise transfer its interest in
all or any portion of the Certificates, except in compliance with the
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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 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
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deemed to have been paid to such Certificateholder Holder and the
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 THE 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.
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IN WITNESS WHEREOF, the Transferor, the Servicer and
the Trustee have caused this Series 2000-1 Supplement to be duly executed by
their respective officers as of the day and year first above written.
CHASE MANHATTAN BANK USA,
NATIONAL ASSOCIATION
Transferor on and after June 1, 1996
By:________________________________
Name:
Title:
THE CHASE MANHATTAN BANK,
Transferor prior to June 1, 1996 and
Servicer
By:________________________________
Name:
Title:
THE BANK OF NEW YORK,
Trustee
By:________________________________
Name:
Title:
-38-
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 THE 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 $892,857,000
CHASE CREDIT CARD MASTER TRUST
SERIES 2000-1 CERTIFICATE
Evidencing an Undivided Interest in a trust, the corpus of which consists of
a portfolio of MasterCard (Registered Trademark) and VISA (Registered
Trademark) 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
2000-1 (the "Certificateholder") is the registered owner of an Undivided
Interest in a trust (the "Trust"), the corpus of which consists of a
portfolio of receivables (the "Receivables") now existing or hereafter
created and arising in connection with selected MasterCard and VISA credit
card accounts (the "Accounts") of Chase USA, all monies due or to become due
in payment of the Receivables (including all Finance Charge Receivables), the
right to certain amounts received as Interchange and Recoveries (if any), all
proceeds of the foregoing and the other assets and interests constituting the
Trust pursuant to the Third Amended and Restated Pooling and Servicing
Agreement dated as of November 15, 2000 as supplemented by the Series 2000-1
Supplement dated as of March 2, 2000 (collectively, the "Pooling and
Servicing Agreement"), by and among Chase USA, as Transferor on and after
June 1, 1996, The Chase Manhattan 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 2000-1 Certificate" (the "Certificate"), which
represents an Undivided Interest in the Trust, including the right to receive
the Collections and other amounts allocated to the Certificates at the times
and in the amounts specified in the Pooling and Servicing Agreement and to be
deposited in the Investor Accounts, the Principal Funding Account and the
Accumulation Period Reserve Account or paid to the Certificateholder.
_______________
[FN]
MasterCard (Registered Trademark) and VISA (Registered Trademark) are
federally registered servicemarks of MasterCard International Inc.
and of Visa U.S.A., Inc., respectively.
The aggregate interest represented by the Certificate at any
time in the Principal Receivables in the Trust shall not exceed an amount
equal to the Investor Interest at such time. As of the Closing Date, the
Initial Investor Interest is $892,857,000.
The Investor Interest on any date of determination will be
an amount equal to (a) the Initial Investor Interest minus (b) the aggregate
amount of principal payments made to the Certificateholder prior to such
date, and minus (c) the excess, if any, of the aggregate amount of Investor
Charge-Offs and Reallocated Principal Collections over Investor Charge-Offs
and Reallocated Principal Collections reimbursed prior to such date of
determination; provided, however, that the Investor Interest may not be
reduced below zero.
For the purpose of allocating Collections of Finance Charge
Receivables and Receivables in Defaulted Accounts for each Monthly Period
during the Controlled Accumulation Period, the Investor Interest will be
further reduced (such reduced amount, the "Adjusted Investor Interest") by
the aggregate principal amount of funds on deposit in the Principal Funding
Account.
In addition to the Certificate, a Transferor Certificate
representing an undivided interest in the Trust will be issued to the
Transferor pursuant to the Pooling and Servicing Agreement. The Transferor
Certificate will represent the interest in the Principal Receivables not
represented by all of the Investor Certificate issued by the Trust. The
Transferor Certificate may be exchanged by the Transferor pursuant to the
Pooling and Servicing Agreement for a newly issued Series of Investor
Certificates and a reissued Transferor Certificate upon the conditions set
forth in the Pooling and Servicing Agreement.
The Trust shall pay to the Series 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 from
the Closing Date through April 16, 2000, and with respect to each Interest
Period thereafter, 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 April 17, 2000 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 Accumulated 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
Certificateholders on the Business Day preceding the February 2005
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 2000-1 Certificate, (ii) from
other amounts constituting Available Investor Finance Charge Collections, the
following amounts: (x) an amount equal to the sum of (A) Class A Note
Interest Requirement, (B) Class B Note Interest Requirement, and (C) Net
Class C Note Interest Requirement.
On each Transfer Date, the Trustee 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 Accumulated 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 deposit such amount(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 2000-1 Certificate
will be made by the Trustee by, except as otherwise provided in the Pooling
and Servicing Agreement, wire transfer or check mailed to the address of the
Series 2000-1 Certificateholder of record appearing in the Certificate
Register and except for the final distribution in respect of this Series
2000-1 Certificate, without the presentation or surrender of this Series
2000-1 Certificate or the making of any notation thereon.
This Certificate represents an interest in only the Chase
Credit Card Master Trust. This Certificate does not represent an obligation
of, or an interest in, the Transferor or the Servicer, and neither the
Certificate nor the Accounts or Receivables are insured or guaranteed by the
Federal Deposit Insurance Corporation or any other governmental agency. This
Series 2000-1 Certificate is limited in right of payment to certain
collections respecting the Receivables, all as more specifically set forth
hereinabove and in the Pooling and Servicing Agreement.
The Transfer of this Certificate shall be registered in the
Certificate Register upon surrender of this agency maintained by the Transfer
Agent and Registrar accompanied by a written instrument of transfer in a form
satisfactory to the Trustee and the Transfer Agent and Registrar duly
executed by the Certificateholder or such Certificateholder's attorney-in-
fact duly authorized in writing, and thereupon one or more new Certificates
of authorized denominations and for the same aggregate Undivided Interests
will be issued to the designated transferee or transferees.
The Servicer, the Trustee and the Transfer Agent and
Registrar, and any agent of any of them, may treat the Person in whose name
this Certificate is registered as the owner hereof for all purposes, and
neither the Servicer, the Trustee, the Paying Agent, the Transfer Agent and
Registrar, nor any agent of any of them or of any such agent shall be
affected by notice to the contrary except in certain circumstances described
in the Pooling and Servicing Agreement.
The Pooling and Servicing Agreement provides that the right
of the Series 2000-1 Certificateholder to receive payment from the Trust will
terminate on the first Business Day following the Series 2000-1 Termination
Date. Upon the termination of the Trust pursuant to Section 12.1 of the
Pooling and Servicing Agreement, the Trustee shall assign and convey to the
Holder of the Transferor Certificate (without recourse, representation or
warranty) all right, title and interest of the Trust in the Receivables,
whether then existing or thereafter created, and all proceeds of such
Receivables and Insurance Proceeds relating to such Receivables. The Trustee
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 2000-1 Certificate is a security governed by
Article 8 of the New York 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:
EXHIBIT B
FORM OF MONTHLY PAYMENT INSTRUCTIONS
AND NOTIFICATION TO THE TRUSTEE
OF THE CHASE MANHATTAN BANK
------------------------------------
[TO COME]
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EXHIBIT C
THE CHASE MANHATTAN BANK CERTIFICATEHOLDERS STATEMENT
-----------------------------------------------------
[TO COME]
-1-
EXHIBIT D
[DATE]
Chase Manhattan Bank USA, National Association
000 Xxxxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
The Bank of New York
Xxxxx Xxxx Center
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Re: Chase Credit Card Master Trust, Series 2000-1
---------------------------------------------
Ladies and Gentlemen:
In connection with our proposed purchase of $[ ] in
principal amount of the Chase Credit Card Master Trust, Series 2000-1
certificates(the "Certificates"), we confirm that:
I. We have received such information and documentation as we
deem necessary in order to make our investment decision. We understand that
such information and documentation speaks only as of its date and that the
information contained therein may not be correct or complete as of any time
subsequent to such date.
II. We agree to be bound by the restrictions and conditions
relating to the Certificates set forth in the Third Amended and Restated
Pooling and Servicing Agreement, dated as of November 15, 1999, as amended
and as supplemented by the Series 2000-1 Supplement dated as of March 2, 2000
(the "Series 2000-1 Supplement" and together with the Pooling and Servicing
Agreement, the "Pooling and Servicing Agreement"), each by and among Chase
USA, as Transferor on and after June 1, 1996, The Chase Manhattan Bank, as
Transferor prior to June 1, 1996 and as Servicer, and The Bank of New York,
as Trustee ("Trustee"), and agree to be bound by, and not to reoffer, resell,
pledge or otherwise transfer (any such act, a "Transfer") the Certificates
except in compliance with such restrictions and conditions including but not
limited to those in Section 16 of the Series 2000-1 Supplement.
III. We agree that the Certificates may be reoffered, resold,
pledged or otherwise transferred only in compliance with the Securities Act
-1-
of 1933, as amended (the "Securities Act") and other applicable laws and only
(i) to the Transferor or (ii) to a limited number of institutional
"accredited investors" (as defined in Rule 501(a)(1), (2), (3) or (7) under
the Securities Act) and in a transaction exempt from the registration
requirements of the Securities Act (upon delivery of the documentation
required by the Pooling and Servicing Agreement and, if the Trustee so
requires, an opinion of counsel satisfactory to the Trustee).
IV. We have neither acquired nor will we Transfer the
Certificates we acquire (or any interest therein) or cause any part of the
certificates (or any interest therein) to be marketed on or through an
"established securities market" within the meaning of Section 7704(b)(1) of
the Internal Revenue Code of 1986, as amended (the "Code") and any treasury
regulation thereunder, including, without limitation, an over-the-counter-
market or an interdealer quotation system that regularly disseminates firm
buy or sell quotations.
V. We are not and will not become, for so long as we own any
interest in the Certificates, a partnership, Subchapter S corporation or
grantor trust for United States federal income tax purposes or, if we are
such a Person, the Certificates do not represent more than 50% of the value
of all of our assets.
VI. We are a person who is either (A)(i) a citizen or resident
of the United States, (ii) a corporation or other entity organized in or
under the laws of the United States or any political subdivision thereof or
(iii) a person not described in (i) or (ii) whose ownership of the
Certificates is effectively connected with a such person's conduct of a trade
or business within the United States (within the meaning of the Code) or (B)
an estate or trust the income of which is includible in gross income for
United States federal income tax purposes. We agree that (a) if we are a
person described in clause (A)(i) or (A)(ii) above, we will furnish to the
person from whom we are acquiring an interest in the Certificates, the
Servicer and the Trustee, a properly executed U.S. Internal Revenue Service
Form W-9 and a new Form W-9, or any successor applicable form, upon the
expiration or obsolescence of any previously delivered form or (b) if we are
a person described in clause (A)(iii) above, we will furnish to the person
from whom we are acquiring an interest in the Certificates, the Servicer and
the Trustee, a properly executed U.S. Internal Revenue Service Form 4224 or
Form W-8ECI and a new Form 4224 or Form W-8ECI , or any successor applicable
form, upon the expiration or obsolescence of any previously delivered form
(and, in each case, such other certifications, representations or opinions of
counsel as may be requested by the Trustee). We recognize that if we are a
tax-exempt entity, payments with respect to the Certificates may constitute
unrelated business taxable income.
-2-
VII. We understand that a subsequent Transfer of the Certificates
will be void if such Transfer would cause the number of Targeted Holders (as
defined in the Series 2000-1 Supplement) to exceed ninety nine.
VIII. We understand that the opinion of tax counsel that the Trust
is not a publicly traded partnership taxable as a corporation is dependent in
part on the accuracy of the representations in paragraphs 4 and 5.
IX. We are an institutional "accredited investor" (as defined in
Rule 501(a)(1), (2), (3), or (7) of Regulation D under the Securities Act)
and have such knowledge and experience in financial and business matters as
to be capable of evaluating the merits and risks of our investment in the
Certificates, and we and any account for which we are acting are each able to
bear the economic risk of our or its investment.
X. We are acquiring the Certificates purchased by us for our
own account or for a single account (each of which is an institutional
"accredited investor") as to which we exercise sole investment discretion.
XI. We are not (a) an "employee benefit plan" (as defined in
Section 3(3) of ERISA), including governmental plans and church plans, (b) a
plan described in Section 4975(e)(1) of the Internal Revenue Code of 1986, as
amended (the "Code") including individual retirement accounts and Xxxxx
plans, or (c) any other entity whose underlying assets include "plan assets"
(as defined in United States Department of Labor ("DOL") Regulation Section
2510.3-101, 29 C.F.R. Section 2510.3-101 or otherwise under ERISA) by reason
of a plan's investment in the entity, including, without limitation, an
insurance company general account.
XII. We understand that any purported Transfer of any portion of
the Certificates in contravention of the restrictions and conditions in
paragraphs 1 through 11 above (including any violation of the representation
in paragraph 5 by an investor who continues to hold an interest in the
Certificates occurring any time after the Transfer in which it acquired such
Certificates) shall be null and void and the purported transferee shall not
be recognized by the Trust or any other person as a Certificate Holder for
any purpose.
XIII. We further understand that, on any proposed resale, pledge
or transfer of the Certificates, we will be required to furnish to the
Trustee and the Registrar, such certifications and other information as the
Trustee or the Registrar may reasonably require to confirm that the proposed
sale complies with the foregoing restrictions and with the restrictions and
conditions of the Certificates and the Pooling and Servicing Agreement
pursuant to which the Certificates were issued and we agree that if we
determine to Transfer the Certificates, we will cause our proposed transferee
to provide the Transferor, the Servicer and the Trustee with a letter
-3-
substantially in the form of this letter. We further understand that the
Certificates purchased by us will bear a legend to the foregoing effect.
XIV. The person signing this letter on behalf of the ultimate
beneficial purchaser of the Certificates has been duly authorized by such
beneficial purchaser of the Certificates to do so.
You are entitled to rely upon this letter and are irrevocably
authorized to produce this letter or a copy hereof to any interested party in
any administrative or legal proceeding or official inquiry with respect to
the matters covered hereby.
Very truly yours,
[full legal name of purchaser]
By:_______________________
Name:
Title:
-4-
Form of Trustee's Certificate of Authentication
CERTIFICATE OF AUTHENTICATION
This is the Certificate of Chase Credit Card Master Trust,
Series 2000-1, referred to in the within-mentioned Pooling and Servicing
Agreement.
THE BANK OF NEW YORK,
Trustee
By:______________________
Authorized Signatory
Dated:
-5-
