Exhibit 99.1
FIRST OMNIBUS AMENDMENT dated as of March 1, 2002, to the
Supplements (as hereinafter described) the Pooling and Servicing Agreement
dated as of November 15, 1999, between CHASE MANHATTAN BANK USA, NATIONAL
ASSOCIATION ("Chase USA"), as Transferor on and after June 1, 1996, JPMORGAN
CHASE BANK (formerly the Chase Manhattan Bank), as Transferor prior to June 1,
1996, and as Servicer, and THE BANK OF NEW YORK, as Trustee (as amended and
supplemented through the date hereof, the "Pooling and Servicing Agreement").
WHEREAS the Transferor (or its predecessors), the Servicer (or its
predecessors) and the Trustee (or its predecessors) have previously entered
into: (1) the Series Supplement, dated as of November 21, 1995 ("Series 1995-3
Supplement"), (2) the Series Supplement, dated as of November 29, 1995
("Series 1995-4 Supplement"), (3) the Series Supplement, dated as of January
23, 1996 ("Series 1996-2 Supplement"), (4) the Series Supplement, dated as of
May 30, 1996 ("Series 1996-3 Supplement"), (5) the Series Supplement, dated as
of November 14, 1996 ("Series 1996-4 Supplement"), (6) the Series Supplement,
dated as of February 24, 1997 ("Series 1997-1 Supplement"), (7) the Series
Supplement, dated as of December 8, 1997 ("Series 1997-4 Supplement"), (8) the
Series Supplement, dated as of December 23, 1997 ("Series 1997-5 Supplement"),
(9) the Series Supplement, dated as of February 12, 1998 ("Series 1998-1
Supplement"), (10) the Series Supplement, dated as of May 1, 1998 ("Series
1998-3 Supplement"), (11) the Series Supplement, dated as of July 28, 1998
("Series 1998-4 Supplement"), (12) the Series Supplement, dated as of
September 24, 1998 ("Series 1998-5 Supplement"), (13) the Series Supplement,
dated as of November 24, 1998 ("Series 1998-6 Supplement"), (14) the Series
Supplement, dated as of March 4, 1999 ("Series 1999-1 Supplement"), (15) the
Series Supplement, dated as of July 15, 1999 ("Series 1999-2 Supplement"),
(16) the Series Supplement, dated as of September 29, 1999 ("Series 1999-3
Supplement"), (17) the Series Supplement, dated as of March 2, 2000 ("Series
2000-1 Supplement"), (18) the Series Supplement, dated as of April 13, 2000
("Series 2000-2 Supplement"), (19) the Series Supplement, dated as of October
3, 2000 ("Series 2000-3 Supplement"), (20) the Series Supplement, dated as of
March 15, 2001 ("Series 2001-1 Supplement"), (21) the Series Supplement, dated
as of June 14, 2001 ("Series 2001-2 Supplement"), (22) the Series Supplement,
dated as of June 14, 2001 ("Series 2001-3 Supplement"), (23) the Series
Supplement, dated as of August 1, 2001 ("Series 2001-4 Supplement"), (24) the
Series Supplement, dated as of October 25, 2001 ("Series 2001-5 Supplement"),
and (25) the Series Supplement, dated as of December 17, 2001 ("Series 2001-6
Supplement"), (collectively, the "Series Supplement");
WHEREAS, Section 13.1(b) of the Pooling and Servicing Agreement
provides that the Servicer, the Transferor and the Trustee, without the
consent of the Certificateholders, may amend the Pooling and Servicing
Agreement (including any Supplement) from time to time upon the satisfaction
of certain conditions;
WHEREAS, the Servicer, the Transferor and the Trustee desire to
amend the Series Supplements as set forth below; and
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WHEREAS, all conditions precedent to the execution of this Amendment
have been complied with;
NOW, THEREFORE, the Servicer, the Transferor and the Trustee are
executing and delivering this Amendment in order to amend the Series
Supplements in the manner set forth below.
ARTICLE I
DEFINITIONS
SECTION 1.01. Defined Terms Not Defined Herein. All capitalized
terms used herein that are not defined herein shall have the meaning ascribed
to them in the Series Supplement or the Pooling and Servicing Agreement, as
the case may be.
ARTICLE II
AMENDMENTS TO SERIES SUPPLEMENTS
SECTION 2.01. Amendments to Section 13 of the Series Supplement.
Section 13 of the Series Supplement shall be amended to read in its entirety
as follows:
"THIS AGREEMENT AND THE RIGHTS AND DUTIES OF THE PARTIES
HEREUNDER SHALL BE GOVERNED BY, CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE WITHOUT REFERENCE
TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND
REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE
WITH SUCH LAWS."
ARTICLE III
MISCELLANEOUS
SECTION 3.01. No Waiver. The execution and delivery of this First
Amendment shall not constitute a waiver of a past default under the Pooling
and Servicing Agreement or impair any right consequent thereon.
SECTION 3.02. Ratification of Series Supplements as Amended. As
amended by this First Omnibus Amendment, the Series Supplement is in all
respects ratified and confirmed and the Series Supplement as amended by this
Amendment shall be read, taken and construed as one and the same instrument.
SECTION 3.03. Amendment. This First Omnibus Amendment may be amended
from time to time if the conditions set forth in the Pooling and Servicing
Agreement are satisfied.
SECTION 3.04. Counterparts. This First Omnibus Amendment may be
executed in two or more counterparts, and by different parties on separate
counterparts, each of which shall be an original, but all of which together
shall constitute one and the same instrument.
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SECTION 3.05. GOVERNING LAW. THIS FIRST OMNIBUS AMENDMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED
IN ACCORDANCE WITH SUCH LAWS.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed by their respective officers as of the day and year first
above written.
CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION,
Transferor on and after June 1, 1996.
By: /s/ Xxxxxxxx Xxxxxx
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Name: Xxxxxxxx Xxxxxx
Title: Vice President
JPMORGAN CHASE BANK, Transferor prior to June 1,
1996, and Servicer.
By: /s/ Xxxxxx Xxxx Xxxxxx
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Name: Xxxxxx Xxxx Xxxxxx
Title: Senior Vice President
THE BANK OF NEW YORK, not in its individual
capacity but solely as Trustee.
By: /s/ Xxxxxx Xxxxxxx
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Name: Xxxxxx Xxxxxxx
Title: Assistant Treasurer
