EXHIBIT 4.11
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CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION
Transferor and Servicer
and
THE BANK OF NEW YORK (DELAWARE)
Trustee
_____________________________
AMENDED AND RESTATED SERIES 2002-CC SUPPLEMENT
Dated as of October 15, 2004
to
AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT
Dated as of March 28, 2002
__________________________
FIRST USA CREDIT CARD MASTER TRUST
Series 2002-CC
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TABLE OF CONTENTS
Page
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SECTION 1. Designation.........................................................................2
SECTION 2. Definitions.........................................................................2
SECTION 3. Reassignment and Transfer Terms. ...................................................8
SECTION 4. Delivery and Payment for the Series 2002-CC Certificate.............................8
SECTION 5. Depository; Form of Delivery of the Series 2002-CC Certificate......................8
SECTION 6. Article IV of Agreement.............................................................9
SECTION 7. Article V of the Agreement.........................................................12
SECTION 8. Article VI of the Agreement........................................................14
SECTION 9. Series 2002-CC Pay Out Events......................................................16
SECTION 10. Series 2002-CC Termination.........................................................17
SECTION 11. Transfer of the 2002-CC Certificate................................................17
SECTION 12. ERISA Legend.......................................................................17
SECTION 13. Amendment and Ratification of Agreement............................................18
SECTION 14. Consent to Amendment to the Agreement..............................................18
SECTION 15. Consent Rights.....................................................................18
SECTION 16. Counterparts. .....................................................................19
SECTION 17. GOVERNING LAW......................................................................19
EXHIBITS
EXHIBIT A Form of Series 2002-CC Certificate............................A-1
EXHIBIT B Form of Monthly Allocations and Payment Instructions..........B-1
EXHIBIT C Form of Monthly Series 2002-CC Certificateholder's
Statement.....................................................C-1
AMENDED AND RESTATED SERIES 2002-CC SUPPLEMENT, dated as of October
15, 2004 (this "Series Supplement") by and among CHASE MANHATTAN BANK USA,
NATIONAL ASSOCIATION (as successor to First USA Bank, National Association)
(the "Bank"), a national banking association, as Transferor and Servicer, and
THE BANK OF NEW YORK (DELAWARE), as Trustee under the Amended and Restated
Pooling and Servicing Agreement, dated as of March 28, 2002, among the Trustee
and FIRST USA BANK, NATIONAL ASSOCIATION, as Transferor and Servicer, as
assumed pursuant to the Assumption Agreement, dated as of October 1, 2004 (the
"Assumption Agreement"), by Chase Manhattan Bank USA, National Association in
favor of and for the benefit of the First USA Credit Card Master Trust (the
"Trust"), and as amended and supplemented and as the same may be further
amended, supplemented or otherwise modified from time to time (the
"Agreement").
WHEREAS, the Trustee and the predecessor to the Transferor and the
Servicer have heretofore executed and delivered a Series 2002-CC Supplement,
dated as of May 1, 2002 (as amended, supplemented or otherwise modified,
including by the Assumption Agreement, dated as of October 1, 2004, the
"Original Series 2002-CC Supplement"), by and between First USA Bank, National
Association, as the Transferor and Servicer, and the Trustee for the issuance
by the Trust of the Asset Backed Certificate, Series 2002-CC;
WHEREAS, Section 13.01(a) of the Agreement provides that the Servicer,
the Transferor and the Trustee, without the consent of any of the
Certificateholders, may amend the Original Series 2002-CC Supplement from time
to time so long as the Trustee shall have received (i) from each Rating Agency
then rating the Investor Certificates a written notification that such action
will not result in a reduction or withdrawal of the rating of any outstanding
Series or Class which it is then rating, (ii) an Opinion of Counsel to the
effect that such amendment shall not adversely affect in any material respect
the interests of any Investor Certificateholders and (iii) an Officer's
Certificate from the Transferor to the effect that such amendment shall not
significantly change the permitted activities of the Trust;
WHEREAS, the Trustee has received (i) from each Rating Agency a letter
confirming the current rating of each outstanding Series and Class, (ii) an
Opinion of Counsel to the effect that such amendments will not adversely affect
in any material respect the interests of the Investor Certificateholders and
(iii) an Officer's Certificate from the Transferor to the effect that such
amendment shall not significantly change the permitted activities of the Trust;
and
WHEREAS, all other conditions precedent to the execution of this
Series Supplement have been complied with.
NOW, THEREFORE, pursuant to Section 13.01(a) of the Agreement, the
Servicer, the Transferor and the Trustee hereby agree that effective on and as
of the date hereof, the Original Series 2002-CC Supplement is hereby amended
and restated in its entirety as follows:
Section 6.09 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 issuance by the
Trustee to the Transferor for the execution and redelivery to the Trustee for
authentication of one or more Series of Certificates. The Transferor has
tendered the Exchange Notice required by subsection 6.09(b) of the Agreement
and hereby enters into this Series Supplement with the Trustee as required by
subsection 6.09(c) of the Agreement to provide for the issuance, authentication
and delivery of the Collateral Certificate (as defined below).
Pursuant to this Series Supplement, the Transferor and the Trustee
shall create a new Series consisting of an Investor Certificate and shall
specify the Principal Terms thereof. The Investor Certificate of Series 2002-CC
shall not be subordinated to any other Series.
SECTION 1. Designation.
(a) There is hereby created a Series consisting of a single Class
pursuant to the Agreement and this Series Supplement to be known generally as
the Asset Backed Certificate, Series 2002-CC (the "Series 2002-CC Certificate"
or the "Collateral Certificate"). The Series 2002-CC Certificate shall be
issued as one definitive certificate substantially in the form of Exhibit A
hereto. Series 2002-CC is an Unapplied Master Trust Level Principal Sharing
Collateral Certificate with respect to Asset Pool One (as defined in the Asset
Pool One Supplement).
(b) Except as expressly provided herein, (i) the tax opinion described
in subsection 6.09(b) of the Agreement shall not be applicable to the Series
2002-CC Certificate and (ii) the provisions of Section 3.07 of the Agreement
shall not apply to cause the Series 2002-CC Certificate to be treated as debt
for federal, state and local income and franchise tax purposes, but rather the
Transferor intends and, together with the Series 2002-CC Certificateholder,
agrees to treat the Series 2002-CC Certificate for federal, state and local
income and franchise tax purposes as representing an equity interest in the
assets of the Trust.
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
Article, Section 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 Series
2002-CC Certificate and to no other Series of Certificates issued by the Trust.
2
"Additional Invested Amounts" shall have the meaning specified in
subsection 6.15(a) of the Agreement.
"Additional Investment Date" shall have the meaning specified in
subsection 6.15(b) of the Agreement.
"Agreement" shall have the meaning specified in the first paragraph
hereof.
"Amortization Period" shall mean any Monthly Period with respect to
the Series 2002-CC Certificate (1) beginning with the Monthly Period in which
the Pay Out Commencement Date occurs or (2) during which the sum of the Series
2002-CC Principal Collections and the Investor Default Amount for such Monthly
Period is greater than the Additional Invested Amounts for the period from and
including the first day of the immediately succeeding Monthly Period through
and including the First Note Transfer Date occurring in such immediately
succeeding Monthly Period.
"Asset Pool One Supplement" shall mean the Amended and Restated Asset
Pool One Supplement, dated as of October 15, 2004, between the Chase Issuance
Trust, as Issuer, and Xxxxx Fargo Bank, National Association, as Indenture
Trustee and Collateral Agent.
"Average Principal Balance" shall mean, (a) for any Monthly Period in
which no Addition Date or Removal Date occurs, the Principal Receivables in the
Trust as of the close of business on the last day of the prior Monthly Period
and (b) for any Monthly Period in which Additional Accounts are designated for
inclusion in or Removed Accounts are designated for removal from the Trust, the
sum of (1) the product of (x) the Principal Receivables in the Trust at the
close of business on the last day of the prior Monthly Period and (y) a
fraction, (i) the numerator of which is the number of days from and including
the first day of such Monthly Period to, but excluding, the initial Addition
Date or Removal Date, as applicable, in such Monthly Period and (ii) the
denominator of which is the number of days in such Monthly Period and (2) for
each Addition Date or Removal Date, as applicable, in such Monthly Period, the
product of (x) the Principal Receivables in the Trust at the close of business
on any such Addition Date or Removal Date, after giving effect to the addition
of Accounts or removal of Accounts and (y) a fraction, (i) the numerator of
which is the number of days from and including such Addition Date or Removal
Date , as applicable, in such Monthly Period to but excluding the next Addition
Date or Removal Date, as applicable, in such Monthly Period (or if there is no
subsequent Addition Date or Removal Date in such Monthly Period, to and
including the last day of such Monthly Period); and (ii) the denominator of
which is the number of days in such Monthly Period.
"Certificate Representative" shall mean the Holder of record or the
designee of such Holder of the Series 2002-CC Certificate.
3
"Closing Date" shall mean May 1, 2002.
"Code" shall mean the Internal Revenue Code of 1986, as amended.
"Collateral Agent" shall mean Xxxxx Fargo Bank, National Association
and its successors and assigns.
"Determination Date" shall mean the Business Day preceding the
Transfer Date in each Monthly Period.
"Distribution Account" shall have the meaning specified in Section
6(A).
"ERISA" shall mean the Employee Retirement Income Security Act of
1974, as amended.
"Excess Principal Collections" shall mean, as the context requires,
either (a) the amount allocated to the Investor Certificate which, in
accordance with subsection 6.15(c) of the Agreement, may be applied to the
Principal Shortfalls 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 "Excess
Principal Collections" and which may be applied to cover Principal Shortfalls
for all Series, which amount for all Unapplied Master Trust Level Principal
Sharing Series Collateral Certificates, including Series 2002-CC, shall not
exceed the amount of Unapplied Master Trust Level Principal Collections.
"Finance Charge Account" shall have the meaning specified in Section
6(A).
"Floating Allocation Percentage" shall mean, for any Monthly Period, a
fraction, the numerator of which is the Invested Amount of the Series 2002-CC
Certificate 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 Invested
Amount; provided, however, that if the Invested Amount of the Series 2002-CC
Certificate is increased in the Monthly Period for which the determination is
being made, the numerator shall be the highest Invested Amount of the Series
2002-CC Certificate in such Monthly Period; provided, further, that if the
Invested Amount of Series 2002-CC is reduced to zero in such Monthly Period,
the numerator shall be zero, and the denominator of which is the Average
Principal Balance for such Monthly Period.
"Indenture" shall mean the Amended and Restated Indenture, dated
October 15, 2004, between the Chase Issuance Trust, as Issuer, and Xxxxx Fargo
Bank, National Association, as Indenture Trustee, as amended and supplemented
from time to time.
4
"Initial Invested Amount" shall mean the aggregate initial principal
amount of the Investor Certificate of Series 2002-CC, which is $3,000,000,000.
"Invested Amount" shall mean, with respect to the Series 2002-CC
Certificate as of the close of business on any day, an amount equal to (i) the
Invested Amount as of the close of business on the prior day (or, with respect
to the first day of the first Monthly Period, such amount shall be the Initial
Invested Amount), minus (ii) the Series 2002-CC Principal Collections, if any,
paid on such date, minus (iii) the Investor Default Amount, if any, recognized
pursuant to Section 4.07 of the Agreement on such date, plus (iv) the
Additional Invested Amounts, if any, added on such date.
"Investor Certificateholder" shall mean the holder of record of the
Investor Certificate of Series 2002-CC.
"Investor Certificate" shall mean the Series 2002-CC Certificate.
"Investor Default Amount" shall mean, with respect to the Series
2002-CC Certificate, with respect to any Monthly Period, an amount equal to the
product of the Default Amount for all Accounts that became Defaulted Accounts
in such Monthly Period and the Floating Allocation Percentage for such Monthly
Period.
"Investor Monthly Servicing Fee" shall, with respect to the Series
2002-CC Certificate, with respect to any Monthly Period, mean an amount equal
to one-twelfth of the product of (A) the Series Servicing Fee Percentage and
(B) the Invested Amount used as the numerator of the Floating Allocation
Percentage for such Monthly Period.
"Investor Percentage" shall mean for any Monthly Period,
(a) with respect to Finance Charge Receivables and the Default Amount, the
Floating Allocation Percentage and (b) with respect to Principal
Receivables, the Principal Allocation Percentage.
"Issuance Date" shall mean the Closing Date.
"Lien" shall have the meaning specified in the Transfer
and Servicing Agreement.
"Master Owner Trust Servicer" shall mean Chase Manhattan
Bank USA, National Association, as servicer for the Chase Issuance Trust
and any successors or assigns.
"Minimum Transferor Interest" shall mean, with respect to
any period, 4% of the Average Principal Receivables for such period.
5
"Pay Out Commencement Date" shall mean the earliest to occur of (i)
the date on which a Trust Pay Out Event is deemed to occur pursuant to Section
9.01 of the Agreement and (ii) the date on which a Series 2002-CC Pay Out Event
is deemed to occur pursuant to Section 9 of this Series Supplement.
"Principal Account" shall have the meaning specified in Section 6(A).
"Principal Allocation Percentage" shall mean, for any Monthly Period,
(1) during the Revolving Period, the Floating Allocation Percentage and (2)
during an Amortization Period, a fraction, the numerator of which is the
highest Invested Amount during the last Monthly Period of the most recent
Revolving Period, or with respect to the first Monthly Period, the Initial
Invested Amount; provided, that if the Invested Amount of Series 2002-CC is
reduced to zero during such Monthly Period, the numerator shall be zero, and
the denominator of which is the Average Principal Balance for such Monthly
Period.
"Principal Shortfall" shall, (i) with respect to the Series 2002-CC
Certificate, have the meaning specified in Section 4.09 of the Agreement and
(ii) with respect to each other Series outstanding from time to time, have the
meaning specified for "Principal Shortfall" in the Series Supplement for such
Series.
"Proposed Principal Shortfall Amount" shall have the meaning specified
in the Asset Pool One Supplement.
"Rating Agency" shall mean each nationally recognized rating agency
that has rated the Series 2002-CC Certificate at the request of the Transferor.
"Rating Agency Condition" shall mean the notification in writing by
each Rating Agency to the Transferor, the Servicer and the Trustee that any
action will not result in any Rating Agency reducing or withdrawing its then
existing rating of the investor certificates of any outstanding Series or class
with respect to which it is a Rating Agency.
"Revolving Period" shall mean each Monthly Period other than a Monthly
Period occurring during the Amortization Period.
"Series 2002-CC" shall mean the Series of the First USA Credit Card
Master Trust represented by the Series 2002-CC Certificate.
"Series 2002-CC Certificate" shall have the meaning specified in
Section 1 of this Series Supplement.
"Series 2002-CC Certificateholder" shall mean the Certificate
Representative of the Series 2002-CC Certificate.
6
"Series 2002-CC Certificateholders' Interest" shall have the meaning
specified in Section 4.04 of the Agreement.
"Series 2002-CC Finance Charge Collections" shall mean, with respect
to any Monthly Period, an amount equal to the sum of (i) the Floating
Allocation Percentage of Collections of Finance Charge Receivables in respect
of such Monthly Period and (ii) the investment earnings on amounts on deposit
in the Finance Charge Account and the Principal Account with respect to the
related Transfer Date.
"Series 2002-CC Pay Out Event" shall have the meaning specified in
Section 9 of this Series Supplement.
"Series 2002-CC Principal Collections" shall mean, with respect to any
Monthly Period, an amount equal to the sum of (i) the Principal Allocation
Percentage of Collections of Principal Receivables with respect to such Monthly
Period and (ii) to the extent of any applicable Principal Shortfall for the
related Transfer Date, Unapplied Master Trust Level Principal Collections, to
the extent available.
"Series 2002-CC Principal Shortfall Allocation" shall mean, for any
Transfer Date, the "Collateral Certificate Principal Shortfall Allocation" (as
defined in the Indenture) with respect to Series 2002-CC.
"Series 2002-CC Principal Shortfall Payment" shall have the meaning
specified in subsection 4.06(b) of the Agreement.
"Series 2002-CC Termination Date" shall mean the earlier to occur of
(i) the day after the Transfer Date on which the Invested Amount of the Series
2002-CC Certificate is paid in full, (ii) the date on which all of the notes
issued by the Chase Issuance Trust are due and payable pursuant to the
Indenture and (iii) the Trust Termination Date.
"Series Servicing Fee Percentage" shall mean 1.50% for so long as
Chase Manhattan Bank USA, National Association is the Servicer or 2.00% if
Chase Manhattan Bank USA, National Association is no longer the Servicer.
"Transfer and Servicing Agreement" shall mean the Amended and Restated
Transfer and Servicing Agreement, dated as of October 15, 2004, among Chase
Manhattan Bank USA, National Association, as Transferor, Servicer and
Administrator, the Chase Issuance Trust, as Issuer, and Xxxxx Fargo Bank,
National Association, as Indenture Trustee and Collateral Agent, as amended,
supplemented or restated from time to time.
"Transfer Date" shall mean June 14, 2002 and the Business Day prior to
the 15th day of each month thereafter.
7
"Unapplied Master Trust Level Principal Collections" shall have the
meaning specified in Section 4.09 of the Agreement.
"Unapplied Master Trust Level Principal Sharing Collateral
Certificate" shall mean (a) Series 2002-CC and (b) any other Series designated
as such in the Series Supplement pursuant to which a collateral certificate is
issued by the Trust.
"Unpaid Investor Monthly Servicing Fee" shall mean with respect to any
Monthly Period, the amount of the Investor Monthly Servicing Fee with respect
to each prior Monthly Period not previously distributed to the Servicer
pursuant to Section 4.08 of the Agreement.
SECTION 3. Reassignment and Transfer Terms. The Series 2002-CC
Certificate shall be subject to retransfer to the Transferor at its option (so
long as the Transferor is the Servicer or an Affiliate of the Servicer), in
accordance with the terms specified in subsection 12.02(a) of the Agreement, on
any Transfer Date on or after the Transfer Date on which the Invested Amount
(after giving effect to all payments on such Transfer Date) is reduced to an
amount less than or equal to 10% of the highest Invested Amount at any time (or
such other percentage as shall be specified from time to time by the Servicer,
consistent with sale treatment under generally accepted accounting principles
and regulatory accounting principles). The deposit required in connection with
any such retransfer shall be equal to the Invested Amount on the Transfer Date
on which the retransfer occurs.
SECTION 4. Delivery and Payment for the Series 2002-CC Certificate.
The Transferor shall execute and deliver the Series 2002-CC Certificate to the
Trustee for authentication in accordance with Section 6.01 of the Agreement.
The Trustee shall deliver the Series 2002-CC Certificate when authenticated in
accordance with Section 6.02 of the Agreement.
SECTION 5. Depository; Form of Delivery of the Series 2002-CC
Certificate. (a) The Series 2002-CC Certificate shall be delivered as a
Registered Certificate as provided in Section 6.01 of the Agreement.
(b) The Series 2002-CC Certificate shall constitute a "security"
within the meaning of (i) Article 8 of the Uniform Commercial Code (including
Section 8-102(a)(15) thereof) as in effect from time to time in the State of
Delaware and (ii) the Uniform Commercial Code of any other applicable
jurisdiction that currently or hereafter substantially includes the 1994
revisions to Article 8 thereof as adopted by the American Law Institute and the
National Conference of Commissioners on Uniform State Laws and approved by the
American Bar Association on February 14, 1995.
8
(c) When issued and sold in accordance with the terms of the
Agreement, including when duly executed and authenticated by the Trustee in
accordance with the terms of the Agreement and when issued and delivered
against payments therefore, the Series 2002- CC Certificate will be duly and
validly issued and outstanding, fully paid, non-assessable, and entitled to the
benefits of the Agreement.
SECTION 6. Article IV of Agreement. (A) Sections 4.01, 4.02 and 4.03
of the Agreement shall be read in their entirety as provided in the Agreement
except for subsections 4.02(b) and (c) of the Agreement which shall, for
purposes of this Series Supplement, read in their entirety as follows:
"(b) The Finance Charge and Principal Accounts. The Trustee, for
the benefit of the Series 2002-CC Certificateholder, shall
establish and maintain in the name of the Trust with a Qualified
Institution, which shall initially be the Paying Agent, two
segregated trust accounts (the "Finance Charge Account" and the
"Principal Account," respectively), bearing a designation clearly
indicating that the funds therein are held for the benefit of the
Series 2002-CC Certificateholder. The Trustee shall possess all
right, title and interest in all funds on deposit from time to
time in the Finance Charge Account and the Principal Account and
in all proceeds thereof. The Finance Charge Account and the
Principal Account shall be under the sole dominion and control of
the Trustee for the benefit of the Series 2002-CC
Certificateholder. Pursuant to authority granted to it hereunder,
the Servicer shall have the revocable power to instruct the
Trustee to withdraw funds from the Finance Charge Account and the
Principal Account for the purpose of carrying out the Servicer's
or the Trustee's duties hereunder. The Trustee at all times shall
maintain copies of all written reports and instructions that it
receives reflecting each transaction in the Principal Account and
the Finance Charge Account and that funds held therein shall at
all times be held in trust for the benefit of the Series 2002-CC
Certificateholder.
(c) The Distribution Account. The Trustee, for the benefit of the
Series 2002- CC Certificateholder, shall cause to be established
and maintained in the name of the Trust, with an office or branch
of a Qualified Institution, which shall initially be the Paying
Agent, a non-interest bearing segregated account (the
"Distribution Account") bearing a designation clearly indicating
that the funds deposited therein are held in trust for the benefit
of the Series 2002-CC Certificateholder. The Trustee shall possess
all right, title and interest in all funds on deposit from time to
time in the Distribution Account and in all proceeds thereof. The
Distribution Account shall be under the sole dominion and control
of the Trustee for the benefit of the Series 2002-CC Certificate
holder."
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(B) Article IV of the Agreement (except for Sections 4.01, 4.02 and
4.03 thereof) shall read in its entirety as follows and shall be applicable
only to the Series 2002- CC Certificate:
ARTICLE IV
RIGHTS OF CERTIFICATEHOLDERS AND
ALLOCATION AND APPLICATION OF COLLECTIONS
Section 4.04 Rights of the Series 2002-CC Certificateholder. The
Series 2002-CC Certificate shall represent an undivided interest in the Trust,
consisting of the right to receive, to the extent necessary to make the
required payments with respect to such Series 2002-CC Certificate at the times
and in the amounts specified in this Agreement, (a) the Floating Allocation
Percentage and Principal Allocation Percentage (as applicable from time to
time) of Collections received with respect to the Receivables and (b) funds on
deposit in the Collection Account, the Finance Charge Account and the Principal
Account (for such Series, the "Series 2002-CC Certificateholder's Interest").
The Exchangeable Transferor Certificate shall not represent any interest in the
Collection Account, the Finance Charge Account or the Principal Account, except
as specifically provided in this Article IV.
Section 4.05 Collections and Allocation.
(a) Collections. The Servicer will apply or will instruct the Trustee
to apply all funds on deposit in the Collection Account, the Finance Charge
Account or the Principal Account, allocable to the Series 2002-CC Certificate
as described in this Article IV.
(b) Daily Allocations. If:
(i) the short-term deposit rating of the
Servicer by Standard & Poor's is below "A-1" or the short-term
deposit rating of the Servicer by Xxxxx'x is below "P- 1"and, if
rated by Fitch, is below "F-1" by Fitch; or
(ii) Chase Manhattan Bank USA, National
Association is not the Servicer;
then within 5 Business Days of the occurrence of such event and thereafter, as
promptly as possible after the Date of Processing of Collections with respect to
the Receivables, but in no event later than two Business Days following such
Date of Processing, the Servicer shall deposit all Collections directly into the
Collection Account and the Collection Account shall be moved from the Servicer
if then maintained with it; provided, however, that the Servicer may designate a
lesser amount for deposit into the Collection Account upon satisfaction of
10
the Rating Agency Condition. The Servicer shall notify the Trustee of any
such event and shall provide the Trustee with the account number, account
designation of such account and name of the institution with which such
account has been established.
Should the Servicer be required to make daily deposits of
Collections into the Collection Account pursuant to this subsection, the
Servicer shall establish a mechanism by which Collections are to be
allocated between the Certificateholder and the Transferor and deposited
into the Finance Charge Account and the Principal Account, which method
shall satisfy the Rating Agency Condition.
(c) Monthly Deposits. Notwithstanding the foregoing, the Servicer
need not make daily deposits of Collections into the Collection Account,
the Finance Charge Account or the Principal Account at any time when the
requirements of the third paragraph of subsection 4.03(a) of the Agreement
are satisfied.
The allocations to be made pursuant to this Section 4.05 of the
Agreement also apply to deposits into the Collection Account that are
treated as Collections, including Credit Adjustments, payment of the
reassignment price pursuant to Section 2.07 of the Agreement and proceeds
from the sale, disposition or liquidation of the Receivables pursuant to
Section 9.02, 10.01, 12.01 or 12.02 of the Agreement and Section 3 of this
Series Supplement for Series 2002-CC. Such deposits to be treated as
Collections will be allocated as Finance Charge Receivables or Principal
Receivables as indicated in the Agreement.
Section 4.06 Monthly Payments. On each Transfer Date, the Trustee,
acting in accordance with written instructions from the Servicer
substantially in the form of Exhibit B hereto, shall make the withdrawals,
deposits and payments specified in subsections (a) and (b) of this Section
4.06.
(a) On each Transfer Date, the Trustee shall deposit into the
Distribution Account for payment to the Certificateholder an amount equal
to the Series 2002-CC Finance Charge Collections deposited or deemed to
have been deposited into the Finance Charge Account for the related Monthly
Period to the Series 2002-CC Certificateholder.
(b) On each Transfer Date, the Trustee shall deposit into the
Distribution Account for payment to the Certificateholder an amount equal
to the sum of (i) the Series 2002-CC share of Principal Collections
deposited or deemed to have been deposited into the Principal Account for
the related Monthly Period and (ii) an amount equal to the lesser of (A)
the Series 2002-CC Principal Shortfall Allocation for such Transfer Date
and (B) the amount of Unapplied Master Trust Level Principal Collections
for such Transfer Date (the "Series 2004-CC Principal Shortfall Payment").
11
Notwithstanding the foregoing, for so long as the requirements of
the third paragraph of subsection 4.03(a) of the Agreement are satisfied:
each of the payments described in subsections 4.06(a) and 4.06(b) above
shall be made by the Servicer, the Servicer shall not be required to
deposit the amounts so paid in the Collection Account, the Finance Charge
Account, the Principal Account or the Distribution Account prior to
payment, and the information provided to the Trustee as set forth on
Exhibit B hereto shall be for informational purposes only and shall not be
in the form of an instruction to make deposits and withdrawals.
Section 4.07 Investor Default Amount. On each Determination Date,
the Servicer shall calculate the Investor Default Amount for the preceding
Monthly Period and such Investor Default Amount shall be recognized and
subtracted from the Invested Amount in accordance with the definition
thereof as of the related Transfer Date. In the event that such reduction
would cause the Invested Amount to be a negative number, the Invested
Amount will be reduced to zero.
Section 4.08 Investor Monthly Servicing Fee. On each Determination
Date, with respect to any Monthly Period, the Servicer shall calculate the
Investor Monthly Servicing Fee for the preceding Monthly Period. With
respect to each Monthly Period, the Monthly Servicing Fee plus any Unpaid
Investor Monthly Servicing Fee shall be paid to the Servicer on behalf of
the holder of the Series 2002-CC Certificate at the time specified and to
the extent of funds available pursuant to the Transfer and Servicing
Agreement.
Section 4.09 Principal Shortfalls. As specified in subsection 1(a)
of this Series Supplement, Series 2002-CC shall be an Unapplied Master
Trust Level Principal Sharing Series Collateral Certificate. With respect
to each Transfer Date, the Servicer shall determine the amount of the
excess of the Excess Principal Collections for all Outstanding Series over
the aggregate amount of Principal Shortfalls for all Series other than
Series 2002- CC (such excess amount, the "Unapplied Master Trust Level
Principal Collections"). On each Transfer Date, the Servicer shall make the
Series 2002-CC Principal Shortfall Payment to the Certificateholder, if
applicable, on each Transfer Date in accordance with subsection 4.06(b) of
the Agreement.
SECTION 7. Article V of the Agreement. Article V of the Agreement
shall read in its entirety as follows and shall be applicable only to the
Series 2002-CC Certificate:
12
ARTICLE V
DISTRIBUTIONS AND REPORTS TO INVESTOR
CERTIFICATEHOLDERS
Section 5.01 Distributions.
On each Transfer Date, the Trustee shall distribute (in accordance
with the certificate delivered by the Servicer to the Trustee pursuant to
subsection 3.04(b) of the Agreement) the aggregate amount deposited into
the Distribution Account and payable to the Series 2002-CC
Certificateholder pursuant to subsection 4.06 to the account of the
Certificate Representative as specified in writing by the Certificate
Representative, in immediately available funds; provided, however, that for
so long as the requirements of the third paragraph of subsection 4.03(a) of
the Agreement are satisfied, such payment shall be made by the Servicer in
accordance with the last paragraph of Section 4.06 of the Agreement.
Section 5.02 Monthly Certificateholders' Statement.
(a) On or before each Transfer Date, the Servicer shall forward to
the Certificate Representative a statement substantially in the form of
Exhibit C prepared by the Servicer and delivered to the Trustee and the
Paying Agent on the preceding Determination Date setting forth the
following information:
(i) the total amount distributed;
(ii) the amount of Collections of Principal
Receivables processed during the related Monthly Period allocated
to the Series 2002-CC Certificate;
(iii) the amount of Collections of Finance
Charge Receivables processed during the related Monthly Period
allocated to the Series 2002-CC Certificate as well as other
amounts to be treated as Series 2002-CC Finance Charge
Collections;
(iv) the amount of Unapplied Master Trust Level
Principal Collections allocated to Series 2002-CC for the related
Monthly Period;
(v) the aggregate amount of Principal
Receivables and the Invested Amount as of the end of the day on
the Record Date;
(vi) the aggregate amount of Receivables as of
the end of the day on the Record Date;
13
(vii) the aggregate outstanding balance of
Accounts which are 30, 60, 90, 120 and 150 or more days
Contractually Delinquent as of the end of the day on the Record
Date;
(viii) the Investor Default Amount, for the
related Monthly Period;
(ix) the amount of the Investor Monthly
Servicing Fee, for the related Monthly Period;
(x) the Additional Invested Amounts for the
related Monthly Period;
(xi) the Invested Amount used in the calculation
of the Principal Allocation Percentage;
(xii) the Invested Amount used in the
calculation of the Floating Allocation Percentage; and
(xiii) such other items as are set forth in
Exhibit C to this Series Supplement.
On or before each Transfer Date, the Servicer shall deliver a copy
of each such statement to each Rating Agency.
SECTION 8. Article VI of the Agreement. Article VI (except for
Section 6.1 through 6.14 thereof) shall read in its entirety as follows and
shall be applicable only to the Series 2002-CC Certificate:
ARTICLE VI
THE CERTIFICATES
Section 6.15 Additional Invested Amounts.
(a) The Transferor may sell to the Series 2002-CC Certificateholder
on any Business Day additional undivided interests in the Trust in specified
amounts (such amounts, the "Additional Invested Amounts") if the conditions
precedent to selling an additional interest set forth in subsection 6.15(b)
of the Agreement have been met. If the Series 2002-CC Certificateholder
acquires such additional interest, the Series 2002-CC Certificateholder shall
make a cash payment to the Transferor on such Business Day (to be applied in
accordance with Section 6.15(c)) in the amount of such Additional Invested
Amount; provided, however, that if the Transferor is, as of such Business
Day, the holder of the transferor interest in an asset pool in the Chase
Issuance Trust, as an alternative form of consideration, the Transferor may
accept an increase in the amount of such transferor interest
14
in an asset pool in the Chase Issuance Trust. The Transferor Interest in
the Trust shall decrease as a result of such sale.
Any Additional Invested Amounts purchased by the Series 2002-CC
Certificateholder shall be evidenced by the definitive Certificate held by the
Certificateholder issued on the Closing Date substantially in the form of
Exhibit A hereto. The Series 2002- CC Certificateholder shall and is hereby
authorized to record on the grid attached to the Series 2002-CC Certificate (or
at such Certificateholder's option, in its internal books and records) the date
and invested amount of any Additional Invested Amounts purchased by it, the
current invested amount thereof and each change thereto; provided, that failure
to make any such recordation on such grid or any error in such grid shall not
adversely affect such Certificateholder's rights with respect to its Invested
Amount. The Trustee shall not be responsible for the accuracy of any
information on any such grid or with respect to the Certificateholder's
notations in its internal books and records. The Servicer shall appropriately
note all Additional Invested Amounts (and the increased Invested Amount) as
well as any principal payment and reductions due to the Investor Default Amount
on the Servicer's certificate delivered with respect to the related Monthly
Period and direct the Trustee in writing to apply payments for Additional
Invested Amounts as set forth in subsection 6.15(c).
(b) The Transferor may determine to sell an additional interest on
any date (each, an "Additional Investment Date") as set forth in subsection
6.15(a) above subject to fulfillment of the following conditions precedent:
(i) on each Additional Investment Date, no event shall have
occurred and be continuing, or shall result from such purchase of
Additional Invested Amounts, that constitutes a Trust Pay Out Event or a
Series 2002-CC Pay Out Event;
(ii) on each Additional Investment Date, after giving effect to
the purchase of Additional Invested Amounts, the Transferor Interest shall
equal or exceed the Minimum Transferor Interest and the aggregate amount
of Principal Receivables shall equal or exceed the Minimum Aggregate
Principal Receivables;
(iii) on each Additional Investment Date, the Additional
Invested Amounts shall be conveyed to the Series 2002-CC Certificateholder
free and clear of any Lien (other than any Lien for municipal or other
local taxes if such taxes are not then due and payable or if the
Transferor is then contesting the validity thereof in good faith by
appropriate proceedings and has set aside on its books and records
adequate reserves with respect thereto) and in compliance, in all material
respects, with all Requirements of Law applicable to the Transferor; and
(iv) as of each Additional Investment Date, all
authorizations, consents, orders or approvals of or registrations or
declarations with any Governmental Authority required to be obtained,
effected or given by the Transferor in connection with such
15
Additional Invested Amount have been duly obtained, effected or
given and are in full force and effect.
(c) On each Transfer Date, the Trustee shall include the proceeds
from purchases of Additional Invested Amounts in the amount of Excess
Principal Collections for such Transfer Date, in an amount up to the lesser
of (i) the amount of Additional Invested Amounts made during the period from
and including the first day of the Monthly Period in which such Transfer Date
occurs to and including such Transfer Date allocated to the Series 2002-CC
Certificate and (ii) the amount of Principal Collections allocated to Series
2002-CC and the Investor Default Amount for the related Monthly Period. Any
remaining proceeds from purchases of Additional Invested Amounts shall be
paid to the Transferor. Any proceeds received from the purchases of
Additional Invested Amounts on any day which is not a Transfer Date shall be
paid to the Transferor at the time received by the Trust.
SECTION 9. Series 2002-CC Pay Out Events. If any one of the
following events shall occur with respect to the Series 2002-CC Certificate:
(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 other covenants or agreements of the
Transferor set forth in the Agreement or this Series Supplement, which
failure has a material adverse effect on the Series 2002-CC Certificateholder
and which continues unremedied for a period of sixty (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, and continues to
materially and adversely affect the interests of the Series 2002-CC
Certificateholder for such period;
(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
to the Trustee pursuant to Section 2.01 or 2.06 of the Agreement, (i) shall
prove to have been incorrect in any material respect when made or when
delivered, which continues to be incorrect in any material respect for a
period of sixty (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 and (ii) as a result of which the interests of the
Series 2002-CC Certificateholder is materially and adversely affected and
continues to be materially and adversely affected for such period; provided,
however, that a Series 2002-CC 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, or such longer period as the Trustee may
specify, in accordance with the provisions of the Agreement;
16
(c) the Transferor shall fail to convey Receivables arising under
Additional Accounts to the Trust, as required by subsection 2.06(a) of the
Agreement; or
(d) any Servicer Default shall occur which would have a material
adverse effect on the Series 2002-CC Certificateholder;
then a Series 2002-CC Pay Out Event shall occur without any notice or other
action on the part of the Trustee or the Series 2002-CC Certificateholder
immediately upon the occurrence of such event.
SECTION 10. Series 2002-CC Termination. The right of the Series
2002-CC Certificateholder to receive payments from the Trust will terminate
on the first Business Day following the Series 2002-CC Termination Date.
SECTION 11. Transfer of the 2002-CC Certificate. After the
Closing Date, the Series 2002-CC Certificate may not be sold, participated,
transferred, assigned, exchanged or otherwise pledged or conveyed in whole or
in part except upon the prior delivery to the Trustee and the Certificate
Representative of an Issuer Tax Opinion (as defined in the Indenture) and an
Opinion of Counsel to the effect that, for Federal income tax purposes, (i)
such action will not adversely affect the tax characterization as debt of the
Investor Certificates of any outstanding Series or Class that were
characterized as debt at the time of their issuance, (ii) following such
action the Trust will not be treated as an association (or publicly traded
partnership) taxable as a corporation and (iii) such action will not cause or
constitute an event in which gain or loss would be recognized by any Investor
Certificateholder.
SECTION 12. ERISA Legend. Each Collateral 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 AND THE
TRUSTEE THAT SUCH PURCHASER IS NOT (I) AN EMPLOYEE BENEFIT PLAN
(AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA")) THAT IS SUBJECT TO THE
PROVISIONS OF TITLE I OF ERISA, (II) A PLAN DESCRIBED IN SECTION
4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
"CODE"), (III) A GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF
ERISA, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE PROVISIONS OF SECTION 406 OF ERISA
OR SECTION 4975 OF THE CODE, (IV) AN ENTITY WHOSE UNDERLYING
ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN'S INVESTMENT IN THE
ENTITY OR (V) A PERSON INVESTING "PLAN ASSETS" OF ANY SUCH
PLAN (INCLUDING FOR PURPOSES OF CLAUSES (IV) AND (V) ANY
INSUR-
17
ANCE COMPANY GENERAL ACCOUNT, BUT EXCLUDING ANY ENTITY
REGISTERED UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED).
Each Certificate Owner by virtue of its beneficial interest in
the Collateral Certificate shall be deemed to have made the representations
and warranties stated in such legend.
SECTION 13. Amendment and Ratification of Agreement. As
supplemented by this Series Supplement, the Agreement is in all respects
ratified and confirmed and the Agreement as so supplemented by this Series
Supplement shall be read, taken, and construed as one and the same
instrument. Subsection 12.01(c) of the Agreement is hereby amended by
substituting in the second sentence thereof in place of the words "and pay
the proceeds to all Certificateholders of such Series . . ." the following:
"and pay the proceeds to the Investor Certificateholder of such Series . . ."
SECTION 14. Consent to Amendment to the Agreement. (a) By
purchasing an interest in the Investor Certificates, the Series 2002-CC
Certificateholder shall be deemed to have consented to any amendments to the
Agreement to satisfy accounting requirements under SFAS 140 and any related
or successor accounting interpretations or requirements thereto for off
balance sheet treatment for Receivables in the Trust.
(b) In addition to being subject to amendment pursuant to any
other provisions relating to amendments in either the Agreement or this
Series Supplement, this Series Supplement may be amended by the Transferor
without the consent of the Servicer, the Trustee or the Series 2002-CC
Certificateholder if the Transferor provides the Trustee with (i) an Opinion
of Counsel to the effect that such amendment or modification would reduce the
risk the Trust would be treated as taxable as a publicly traded partnership
pursuant to Code section 7704 and (ii) a certificate that such amendment or
modification would not materially and adversely affect the Series 2002-CC
Certificateholder; provided, that no such amendment shall be deemed effective
without the Trustee's consent, if the Trustee's rights, duties and
obligations hereunder are thereby modified.
Promptly after the effectiveness of any amendment pursuant to
this Section 14, the Transferor shall deliver a copy of such amendment to
each of the Servicer, the Trustee and each Rating Agency.
SECTION 15. Consent Rights. Notwithstanding any other provision
of the Agreement, including Section 6.05 of the Agreement, for so long as the
Series 2002-CC Certificate is held by the Chase Issuance Trust or the
Collateral Agent on behalf of certain noteholders and other beneficiaries of
the security interest granted by the Chase Issuance Trust to the Collateral
Agent in the Series 2002-CC Certificate, the Series 2002-CC Certificate shall
not be disregarded and will be deemed to be outstanding for purposes of
giving any request, demand, authorization, direction, notice, consent or
waiver under the Agreement.
18
SECTION 16. 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 17. GOVERNING LAW. THIS SERIES SUPPLEMENT SHALL BE
CONSTRUED 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 18. No Petition. The Transferor, the Servicer and the
Trustee, by entering into this Series Supplement and the Series 2002-CC
Certificateholders, by accepting Series 2002-CC Certificate 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 Series 2002-CC Certificateholders, the
Agreement or this Series Supplement.
19
IN WITNESS WHEREOF, the Transferor, the Servicer and the Trustee
have caused this Series 2002-CC 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 and Servicer
By: ________________________________
Name:
Title:
THE BANK OF NEW YORK (DELAWARE),
Trustee
By: ________________________________
Name:
Title:
Exhibit A
---------
FORM OF SERIES 2002-CC COLLATERAL CERTIFICATE
THIS SERIES 2002-CC CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY
STATE SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS SERIES 2002-CC
CERTIFICATE, AGREES THAT IT IS ACQUIRING THIS SERIES 2002-CC CERTIFICATE
FOR ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS) AND NOT WITH A VIEW
TO, OR FOR SALE IN CONNECTION WITH, THE PUBLIC DISTRIBUTION HEREOF AND THAT
NEITHER THIS SERIES 2002-CC CERTIFICATE NOR ANY INTEREST HEREIN MAY BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, EXCEPT IN COMPLIANCE WITH
THE REGISTRATION PROVISIONS OF THE SECURITIES ACT AND ANY APPLICABLE
PROVISIONS OF ANY STATE SECURITIES LAWS OR PURSUANT TO AN AVAILABLE
EXEMPTION FROM SUCH PROVISIONS. THE TRANSFER OF THIS SERIES 2002-CC
CERTIFICATE IS SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER THIS SERIES
2002-CC CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED, ASSIGNED,
EXCHANGED OR OTHERWISE PLEDGED OR CONVEYED, EXCEPT IN ACCORDANCE WITH THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
No. ____
FIRST USA CREDIT CARD MASTER TRUST
SERIES 2002-CC CERTIFICATE
ASSET BACKED CERTIFICATE, SERIES 2002-CC
Evidencing an undivided interest in a trust, the corpus of which consists
of a portfolio of MasterCard(R)* and VISA(R) credit card receivables
generated or acquired by Chase Manhattan Bank USA, National Association
(the "Bank") and other assets and interests constituting the Trust under
the Pooling and Servicing Agreement described below.
(Not an interest in or a recourse obligation of Chase Manhattan Bank USA,
National Association or any affiliate thereof)
This Investor Certificate certifies that the CHASE ISSUANCE TRUST
(the "Investor 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 hereinafter created and
______________________
* MasterCard(R) and VISA(R) are registered trademarks of MasterCard
International Incorporated and Visa USA Incorporated, respectively.
A-1
arising in connection with selected MasterCard(R) and VISA (R) credit card
accounts (the "Accounts") of Chase Manhattan Bank USA, National
Association, a national banking association organized under the laws of the
United States, all monies due or to become due in payment of the
Receivables, the right to Interchange Amounts and the other assets and
interests constituting the Trust pursuant to the Amended and Restated
Pooling and Servicing Agreement, dated as of March 28, 2002, as
supplemented by the Amended and Restated Series 2002-CC Supplement, dated
as of October 15, 2004 (collectively, the "Pooling and Servicing
Agreement"), by and between Chase Manhattan Bank USA, National Association,
as Transferor (the "Transferor") and as Servicer (the "Servicer") and The
Bank of New York (Delaware), as Trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth herein.
To the extent not defined herein, capitalized terms used
herein have the respective meanings assigned to them in the Pooling and
Servicing Agreement. This Investor 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 Investor Certificateholder by virtue of the
acceptance hereof assents and by which the Investor Certificateholder is
bound.
Although a summary of certain provisions of the Pooling and
Servicing Agreement is set forth below, this Investor Certificate is
qualified in its entirety by the terms and provisions of the Pooling and
Servicing Agreement and reference is made to that Pooling and Servicing
Agreement for information with respect to the interests, rights, benefits,
obligations, proceeds and duties evidenced hereby and the rights, duties
and obligations of the Trustee.
Beginning on June 14, 2002 and on each Transfer Date
thereafter, the Trustee shall distribute to the Investor Certificateholder
of record as of the last Business Day of the calendar month preceding such
Transfer Date such amounts as are payable pursuant to the Pooling and
Servicing Agreement and as are requested by the certificate delivered to
the Trustee by the Servicer pursuant to Section 4.06 of the Pooling and
Servicing Agreement. The Series 2002-CC Termination Date is the earlier to
occur of (i) the day after the Transfer Date on which the Invested Amount
of the Series 2002-CC Certificate is paid in full and (ii) the Trust
Termination Date. Principal with respect to the Series 2002-CC Certificate
will be paid under the circumstances described in the Pooling and Servicing
Agreement.
Pursuant to Section 6.15 of the Pooling and Servicing
Agreement, the Investor Certificateholder may purchase Additional Invested
Amounts on the terms and conditions specified therein. The Investor
Certificateholder is authorized to record on the grid attached to its
Certificate (or at such Investor Certificateholder's option, in its
internal books and records) the date and amount of any Additional Invested
Amount purchased by it, and each payment thereof; provided that failure to
make any such recordation on such grid or any error in such grid shall not
adversely affect such Investor Certificateholder's rights with respect to
its Invested Amount and its right to receive interest payments in respect
of the Invested Amount held by such Investor Certificateholder.
Unless the certificate of authentication hereon has been
executed by or on behalf of the Trustee, by manual signature, this Investor
Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement, or be valid for any purpose.
This Investor Certificate shall constitute a "security" within the
meaning of (i) Article 8 of the Uniform Commercial Code (including Section
8-102(a)(15) thereof) as in effect from time to time in the State of Delaware
and (ii) the Uniform Commercial Code of any other applicable jurisdiction that
A-2
currently or hereinafter substantially includes the 1994 revisions to
Article 8 thereof as adopted by the American Law Institute and the National
Conference of Commissioners on Uniform State Laws and approved by the
American Bar Association on February 14, 1995.
This Investor Certificate shall be governed by and construed
in accordance with the laws of the State of Delaware, without regard to the
conflict of law principles thereof.
IN WITNESS WHEREOF, the Transferor has caused this Series
2002-CC Certificate to be duly executed on this [ ] day of [ ].
CHASE MANHATTAN BANK USA, NATIONAL
ASSOCIATION
By:__________________________________
Name:
Title:
CERTIFICATE OF AUTHENTICATION
This is the Series 2002-CC Certificate referred to in the
within-mentioned Pooling and Servicing Agreement.
THE BANK OF NEW YORK (DELAWARE)
as Authenticating Agent
By:__________________________________
Name:
Title:
Date: __________, [ ]
A-3
Beginning Additional Ending
Invested Invested Principal Invested
Date Amount Amount Payment Amount
---- ------ ------ ------- ------
A-4
Exhibit B
---------
FORM OF MONTHLY PAYMENT INSTRUCTIONS AND
NOTIFICATION TO THE TRUSTEE
CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION
FIRST USA CREDIT CARD MASTER TRUST, SERIES 2002-CC
Monthly Period:
Transfer Date:
The undersigned, a duly authorized representative of Chase Manhattan Bank
USA, National Association (the "Bank"), as Servicer, pursuant to the
Amended and Restated Pooling and Servicing Agreement dated as of March 28,
2002 (the "Pooling and Servicing Agreement") and the Amended and Restated
Series 2002-CC Supplement, dated as of October 15, 2004 (the "Supplement"),
by and between the Bank and The Bank of New York (Delaware), as Trustee
(the "Trustee"), does hereby certify as follows:
I. Capitalized terms used in this Certificate have their respective
meanings set forth in the Pooling and Servicing Agreement;
provided, that the preceding "Monthly Period" shall mean the
Monthly Period immediately preceding the calendar month in which
this Certificate is delivered. References herein to certain
sections and subsections are references to the respective sections
and subsections of the Pooling and Servicing Agreement. This
Certificate is delivered pursuant to Section 4.06 of the Pooling
and Servicing Agreement.
II. The Bank is Servicer under the Pooling and Servicing Agreement.
III. The undersigned is a Servicing Officer.
IV. The date of this notice is a Determination Date under the Pooling
and Servicing Agreement.
A. Instruction to make deposits and withdrawals
1. Pursuant to subsection 4.06(a), the amount to be paid to the Series
2002-CC Certificateholder on the Transfer Date in respect of
Collections of Finance Charge Receivables $
2. Pursuant to subsection 4.06(b)(i), the amount to be paid to the Series
2002-CC Certificateholder on the Transfer Date in respect of
Collections of Principal Receivables allocated to Series 2002-CC $
3. Pursuant to subsection 4.06(b)(ii), the amount to be paid to the
Series 2002-CC Certificateholder on the Transfer Date in respect of
Unapplied Master Trust Level Principal Collections from other Series $
B-1
IN WITNESS WHEREOF, the undersigned has duly executed and delivered
this Certificate on this [ ] day of [ ].
CHASE MANHATTAN BANK USA, NATIONAL
ASSOCIATION,
as Servicer
By:______________________________
Name:
Title:
B-2
Exhibit C
---------
MONTHLY CERTIFICATEHOLDERS' STATEMENT
CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION
FIRST USA CREDIT CARD MASTER TRUST, SERIES 2002-CC
Monthly Period:
Transfer Date:
Under Section 5.02 of the Amended and Restated Pooling and Servicing
Agreement dated as of March 28, 2002 (the "Pooling and Servicing Agreement")
by and between Chase Manhattan Bank USA, National Association (the "Bank")
and The Bank of New York (Delaware), as trustee (the "Trustee"), the Bank, as
Servicer, is required to prepare certain information each month regarding
current distributions to Certificateholders and the performance of the First
USA Credit Card Master Trust (the "Trust") during the previous month. The
information which is required to be prepared with respect to theDistribution
Date noted above and with respect to the performance of theTrust during the
month noted above is set forth below. Capitalized terms used in this Monthly
Certificateholders' Statement have their respective meanings set forth in the
Pooling and Servicing Agreement.
A. INFORMATION REGARDING THE CURRENT MONTHLY DISTRIBUTION
1. The total amount to be distributed to Certificateholders on the
Transfer Date $
2. The amount set forth in item 1 above representing Collections of
Principal Receivables allocated to Series 2002-CC $
3. The amount set forth in item 1 above representing Unapplied Master
Trust Level Principal Collections allocated to Series 2002-CC $
4. The amount of the distribution set forth in 1 above representing
Collections of Finance Charge Receivables allocated to Series 2002-CC
as well as any other amounts to be treated as Series 2002-CC Finance
Charge Collections
B. INFORMATION REGARDING THE PERFORMANCE OF THE TRUST
1. The aggregate amount of Receivables in the Trust as of the last day
of the Monthly Period $
2. The aggregate amount of Principal Receivables in the Trust as of
the last day of the Monthly Period $
3. The Invested Amount as of the last day of the Monthly Period $
4. The Invested Amount used in calculating the Floating Allocation
Percentage for the current Monthly Period $
5. The Invested Amount used in calculating the Principal Allocation
Percentage for the current Monthly Period $
C-1
6. The aggregate amount of outstanding balances in the Accounts which
were delinquent as of the end of the day of the last day of the
Monthly Period
(a) 30-59 days $
(b) 60-89 days $
(c) 90-119 days $
(d) 120-149 days $
(e) 150-179 days $
Total $
7. The aggregate amount of all defaulted Principal Receivables written
off as uncollectible during the Monthly Period allocable to the
Invested Amount (the aggregate "Investor Default Amount") $
8. The amount of the Investor Monthly Servicing Fee payable to the
Servicer for the Monthly Period $
9. The total Additional Invested Amount to be added to the Invested
Amount on the Transfer Date $
IN WITNESS WHEREOF, the undersigned has duly executed and delivered
this Certificate on this [ ] day of [ ].
CHASE MANHATTAN BANK USA, NATIONAL
ASSOCIATION,
as Servicer
By:______________________________
Name:
Title:
C-2
