Exhibit 4.1
Execution Copy
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CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION
Transferor on and after June 1, 1996,
JPMORGAN CHASE BANK
(formerly The Chase Manhattan Bank),
Transferor prior to June 1, 1996 and Servicer
and
THE BANK OF NEW YORK,
Trustee
on behalf of the Certificateholders
of Chase Credit Card Master Trust
(formerly Chemical Master Credit Card Trust I)
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AMENDMENT
Dated as of June 9, 2003
to
SERIES 1996-2 SUPPLEMENT
Dated as of January 23, 1996
TO
THIRD AMENDED AND RESTATED
POOLING AND SERVICING AGREEMENT
Dated as of November 15, 1999
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AMENDMENT NO. 1, dated as of June 9, 2003 (this "Amendment"), to the
Series 1996-2 Supplement, dated as of January 23, 1996 (the "Supplement") to
the Third Amended and Restated Pooling and Servicing Agreement, dated as of
November 15, 1999 (as amended by the First Amendment, dated as of March 31,
2001, and by the Second Amendment, dated as of March 1, 2002, and as
supplemented, the "Pooling and Servicing Agreement") by and among CHASE
MANHATTAN BANK USA, NATIONAL ASSOCIATION ("Chase USA"), as Transferor on and
after June 1, 1996, JPMORGAN CHASE BANK (formerly The Chase Manhattan Bank and
prior to July 13, 1996, Chemical Bank), as Transferor prior to June 1, 1996,
and as Servicer, and THE BANK OF NEW YORK, as Trustee.
WHEREAS, Section 13.1(c) of the Pooling and Servicing Agreement
provides that the Servicer, the Transferor and the Trustee, with the consent of
Certificateholders evidencing undivided interests aggregating more than 50% of
the Investor Interest of each and every Series adversely affected, may amend
the Pooling and Servicing Agreement or any supplement from time to time for the
purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of the Pooling and Servicing Agreement or any supplement
or of modifying in any manner the rights of the Certificateholders of any
Series;
WHEREAS, the Servicer, the Transferor and the Trustee desire to amend
the Supplement as set forth below;
WHEREAS, the Trustee has received the consent of at least a majority
of the Certificateholders of the Series 1996-2 Certificates issued and
outstanding under the Pooling and Servicing Agreement as supplemented by the
Supplement; and
WHEREAS, all other 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 Supplement in the
manner set forth below.
Capitalized terms used but not defined herein shall have the meanings
assigned to them in the Pooling and Servicing Agreement.
SECTION 1. Amendment to Section 2.
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(a) Section 2 of the Supplement is hereby amended by adding the
following defined terms in appropriate alphabetical order:
"'Average Excess Spread Percentage' shall mean, on any Determination
Date, the average (expressed as a per annum rate) of the Excess Spread
Percentages for the three consecutive Monthly Periods preceding such date."
"'Average Trust Excess Spread Percentage' shall mean, on any
Distribution Date, the average (expressed as a per annum rate) of the
Trust Excess Spread Percentages for the three consecutive Distribution
Dates ending on such date."
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"'Excess Spread Percentage' shall mean, with respect to any Monthly
Period, the amount, if any, by which (i) the Portfolio Yield exceeds (ii)
the Base Rate."
"'Portfolio Supplemented 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, (c) the amount of the Reserve Draw Amount (up to the Available
Reserve Account Amount) on the related Transfer Date plus any amounts of
interest and earnings described in subsections 4.15(b) and (d) each
deposited into the Finance Charge Account on the Transfer Date relating to
such Monthly Period, and (d) for any Monthly Period (1) for which the
Average Trust Excess Spread Percentage as of the related Distribution Date
was greater than 3.5%, (2) for which (after giving effect to allallocations
made on such Distribution Date) there were no unreimbursed Class A
Investor Charge-Offs, Class B Investor Charge-Offs or Collateral Charge-
Offs pursuant to Section 4.10 and (3) for which no Servicer Default has
occurred and is continuing, Required Shared Excess Finance Charge
Collections up to the amount of the Shared Excess Finance Charge
Collections available to Series 1996-2 pursuant to Section 4.11 on the
Transfer Date relating to such Monthly Period, such sum to be calculated
on a cash basis after subtracting the Aggregate 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."
"'Required Shared Excess Finance Charge Collections' shall mean, on
any Transfer Date, the amount determined as set forth below on such
Transfer Date:
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Average Excess Spread Percentage on The Required
such Transfer Date is: Shared Excess
Finance Charge
Collections is:
Greater Than: And Less Than Or Equal To:
1.50% -- -0-
1.00% 1.50% $260,417
0.50% 1.00% $520,833
-- 0.50% $781,250
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"'Trust Excess Spread Percentage' shall mean, with respect to any
Monthly Period, the amount, if any, by which the (i) Portfolio Yield
exceeds the (ii) the weighted average of the Base Rates for all Series in
Group 1."
SECTION 2. Amendments to Section 9. Section 9(c) of the Supplement
shall be amended by deleting the reference to "Portfolio Yield" and inserting
in lieu thereof the following: "Portfolio Supplemented Yield".
3
SECTION 3. No Waiver. The execution and delivery of this Amendment
shall not constitute a waiver of a past default under the Supplement or the
Pooling and Servicing Agreement or impair any right consequent thereon.
SECTION 4. Pooling and Servicing Agreement in Full Force and
Effect as Amended. Except as specifically amended or waived hereby, all of the
terms and conditions of the Pooling and Servicing Agreement and the Supplement
shall remain in full force and effect. All references to the Pooling and
Servicing Agreement and the Supplement in any other document or instrument
shall be deemed to mean such Pooling and Servicing Agreement and the
Supplement as amended by this Amendment. This Amendment shall not constitute a
novation of the Pooling and Servicing Agreement or the Supplement, but shall
constitute an amendment thereof. The parties hereto agree to be bound by the
terms and obligations of the Pooling and Servicing Agreement and the
Supplement, as amended by this Amendment, as though the terms and obligations
of the Pooling and Servicing Agreement and the Supplement were set forth
herein.
SECTION 5. Counterparts. This Amendment may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and all of which counterparts shall constitute
one and the same instrument.
SECTION 6. GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND DUTIES OF
THE PARTIES HEREUNDER SHALL BE GOVERNED BY, CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
SECTION 7. Effective Date. This Amendment shall become effective
as of the first day of May 2003.
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IN WITNESS WHEREOF, the Servicer, the Transferor and the Trustee have
caused this Amendment to be duly executed by their respective officers,
thereunto duly authorized, as of the day and year first above written.
CHASE MANHATTAN BANK USA,
NATIONAL ASSOCIATION
Transferor on and after June 1,1996
By: /s/ Xxxxxxxx Xxxxxx
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Name: Xxxxxxxx Xxxxxx
Title: Vice President
JPMORGAN CHASE BANK (formerly the Chase
Manhattan Bank and prior to July 13, 1996,
Chemical 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,
Trustee
By: /s/ Xxxxxx Xxxxxxx
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Name: Xxxxxx Xxxxxxx
Title: Assistant Vice President
