EXECUTION COPY
CHASE MANHATTAN BANK USA, N.A.
Seller and Servicer
Chase Manhattan Auto Grantor Trust 1996-B
Asset Backed Certificates
$1,478,422,107.71 6.61% Automobile Loan Pass Through
Certificates, Class A
$45,725,000.00 6.76% Automobile Loan Pass Through
Certificates, Class B
UNDERWRITING AGREEMENT
September 10, 1996
Chase Securities Inc.
as Representative of the
several Underwriters
270 Park Avenue
New York, New York 10017
Ladies and Gentlemen:
1. Introductory. Chase Manhattan Bank USA, N.A., a
national banking association (the "Bank"), proposes to form Chase
Manhattan Auto Grantor Trust 1996-B (the "Trust") pursuant to a
Pooling and Servicing Agreement between the Bank, as Seller and
Servicer, Norwest Bank Minnesota, National Association, as Trustee
(the "Trustee") and Collateral Agent (the "Collateral Agent"), dated
as of September 1, 1996 (the "Pooling and Servicing Agreement"), which
will issue its $1,478,422,107.71 6.61% Asset Backed Certificates,
Class A Certificates (the "Class A Certificates") and $45,725,000.00
6.76% Asset Backed Certificates, Class B Certificates (the "Class B
Certificates" and, together with the Class A Certificates, the
"Certificates").
Each Certificate will represent a fractional undivided
interest in the Trust. The assets of the Trust will include, among
other things, a pool of simple interest retail installment sales
contracts and purchase money loans (the "Receivables") secured by new
and used automobiles (the "Financed Vehicles") and certain monies due
or to become due thereunder on or after the Cutoff Date (as
hereinafter defined), such Receivables to be sold to the Trust and
serviced by the Bank, as Servicer, or by a successor Servicer. The
Original Pool Balance of the Receivables as of the opening of business
on September 1, 1996 (the "Cutoff Date") was $1,524,147,107.71. In
addition, the Seller will establish a reserve account (the "Reserve
Account") with an
initial deposit of cash or certain investments having an aggregate
value of $30,482,942, which Reserve Account will be pledged to the
Collateral Agent for the benefit of the Certificateholders pursuant to
the Agreement. Capitalized terms used herein and not otherwise herein
defined shall have the meanings assigned to such terms in the Pooling
and Servicing Agreement.
This is to confirm the agreement concerning the
purchase of the Certificates from the Bank by the several underwriters
named in Schedule I hereto (the "Underwriters"), for whom Chase
Securities Inc. is acting as representative (the "Representative").
2. Representations and Warranties of the Bank. The
Bank represents and warrants to, and agrees with, the
Underwriters, that:
(a) A registration statement on Form S-3
(No. 333-7575) has been filed with the Securities
and Exchange Commission (the "Commission") in
accordance with the provisions of the Securities Act
of 1933, as amended (the "Act"), and the Rules and
Regulations under the Act (the "Rules and
Regulations"). Such registration statement, as
amended on the date that such registration statement
or the most recent post-effective amendment thereto
became effective under the Act, including the
exhibits thereto, is hereinafter referred to as the
"Registration Statement." The Registration Statement
has become effective, and no stop order suspending
the effectiveness of the Registration Statement has
been issued, and no proceeding for that purpose has
been instituted or, to the knowledge of the Bank,
threatened by the Commission. The conditions to the
use of a registration statement on Form S-3 under
the Act, as set forth in the General Instructions to
Form S-3, and the conditions of Rule 415 under the
Act, have been satisfied with respect to the
Registration Statement. The Bank proposes to file
with the Commission pursuant to Rule 424(b) of the
Rules and Regulations a prospectus supplement to the
Base Prospectus (as defined herein) relating to the
sale of the Certificates (the "Prospectus
Supplement"). The base prospectus filed as part of
the Registration Statement, in the form it appears
in the Registration Statement, or in the form most
recently revised and filed with the Commission
pursuant to Rule 424(b) of the Rules and
Regulations, is hereinafter referred to as the "Base
Prospectus." The Base Prospectus as supplemented by
the Prospectus Supplement is hereinafter referred to
as the "Prospectus."
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(b) Except to the extent that the
Representative shall have agreed to a modification,
the Prospectus shall be in all substantive respects
in the form furnished to the Representative prior to
the execution of this Agreement or, to the extent
not completed at such time, shall contain only such
material changes as the Bank has advised the
Representative, prior to such time, will be included
or made therein;
(c) The Registration Statement, at the time
it became effective, and the Prospectus, as of the
date of the Prospectus Supplement, complied in all
material respects with the applicable requirements
of the Act and the Rules and Regulations and did not
include any untrue statement of a material fact and,
in the case of the Registration Statement, omit to
state any material fact required to be stated
therein or necessary to make the statements therein
not misleading and, in the case of the Prospectus,
did not omit to state any material fact necessary in
order to make the statements therein, in light of
the circumstances under which they were made, not
misleading; on the Closing Date (as defined herein),
the Registration Statement and the Prospectus, as
amended or supplemented as of the Closing Date, will
comply in all material respects with the applicable
requirements of the Act and the Rules and
Regulations, and neither the Prospectus nor any
amendment or supplement thereto will include any
untrue statement of a material fact or omit to state
any material fact necessary in order to make the
statements therein, in light of the circumstances
under which they were made, not misleading;
provided, however, the Bank makes no representation
and warranty as to information contained in or
omitted from the Registration Statement or the
Prospectus in reliance upon, or in conformity with,
information furnished in writing to the Bank by or
on behalf of any Underwriter through the
Representative specifically for use in connection
with the preparation of the Registration Statement
or the Prospectus;
(d) The Bank is a national banking
association organized under the laws of the United
States, with full power and authority to own its
properties and conduct its business as described in
the Prospectus, and had at all relevant times and
has power, authority and legal right to acquire,
own, sell and service the Receivables.
(e) On the Closing Date, the Certificates
will have been duly and validly authorized and, when
such Certificates are duly and validly executed by
or on behalf of the Bank, authenticated by the
Trustee and delivered in accordance with the Pooling
and Servicing Agreement and delivered and paid for
as provided
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herein, will be validly issued and outstanding and
entitled to the benefits and security afforded by
the Pooling and Servicing Agreement.
(f) The execution, delivery and performance
by the Bank of this Agreement and the Pooling and
Servicing Agreement, and the consummation by the
Bank of the transactions provided for herein and
therein have been, or will have been, duly
authorized by the Bank by all necessary action on
the part of the Bank; and neither the execution and
delivery by the Bank of such instruments, nor the
performance by the Bank of the transactions herein
or therein contemplated, nor the compliance by the
Bank with the provisions hereof or thereof, will (i)
conflict with or result in a breach or violation of
any of the material terms and provisions of, or
constitute a material default under, any of the
provisions of the articles of association or by-laws
of the Bank, or (ii) conflict with any of the
provisions of any law, governmental rule,
regulation, judgment, decree or order binding on the
Bank or its properties, or (iii) conflict with any
of the material provisions of any material
indenture, mortgage, contract or other instrument to
which the Bank is a party or by which it is bound,
or (iv) result in the creation or imposition of any
lien, charge or encumbrance upon any of its property
pursuant to the terms of any such indenture,
mortgage, contract or other instruments, except, in
the case of clauses (ii) and (iii) for any such
breaches or conflicts as would not individually or
in the aggregate have a material adverse effect on
the transactions contemplated hereby or on the
ability of the Bank and the Trust to consummate such
transactions.
(g) When executed and delivered by the
parties thereto, the Pooling and Servicing Agreement
will constitute a legal, valid and binding
obligation of the Bank, enforceable against the Bank
in accordance with its terms, except to the extent
that the enforceability thereof may be subject to
bankruptcy, insolvency, reorganization,
conservatorship, moratorium or other similar laws
now or hereafter in effect relating to creditors'
rights as such laws would apply in the event of the
insolvency, liquidation or reorganization or other
similar occurrence with respect to the Bank or in
the event of any moratorium or similar occurrence
affecting the Bank and to general principles of
equity.
(h) All approvals, authorizations,
consents, orders or other actions of any person,
corporation or other organization, or of any court,
governmental agency or body or official (except with
respect to the state securities or "blue sky" laws
of various
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jurisdictions), required in connection with the
execution, delivery and performance of this
Agreement and the Pooling and Servicing Agreement
has been or will be taken or obtained on or prior to
the Closing Date.
(i) As of the Closing Date, the
representations and warranties of the Bank, as
Seller and Servicer, in the Pooling and Servicing
Agreement will be true and correct.
(j) This Agreement has been duly executed and
delivered by the Bank.
3. Purchase, Sale, Payment and Delivery of
Certificates. On the basis of the representations, warranties and
agreements herein contained, but subject to the terms and conditions
herein set forth, the Bank agrees to sell to the Underwriters, and the
Underwriters, severally and not jointly, agree to purchase from the
Bank (a) at a purchase price of 99.8015625% of the principal amount
thereof, the respective principal amounts of the Class A Certificates
set forth opposite the names of the Underwriters in Schedule I hereto
and (b) at a purchase price of 99.6265625% of the principal amount
thereof, the respective principal amounts of the Class B Certificates
set forth opposite the names of the Underwriters in Schedule I hereto
, plus in each case accrued interest at the applicable PassThrough
Rate from September 15, 1996 to but excluding the Closing Date.
The Bank will deliver the Certificates to the
Representative for the respective accounts of the Underwriters against
payment of the purchase price in immediately available funds drawn to
the order of the Bank at the offices of Orrick, Herrington & Sutcliffe
in New York, New York at 10 a.m., New York City time, on September 18,
1996 or at such other time not later than seven full business days
thereafter as the Representative and the Bank determine, such time
being herein referred to as the "Closing Date." The Certificates so to
be delivered shall be initially represented by a definitive Class A
Certificate in the initial amount of $1,478,422,000 registered in the
name of Cede & Co., as nominee for The Depository Trust Company, a
definitive Class B Certifiate in the initial amount of $45,725,000
registered in the name of Cede & Co., as nominee for The Depository
Trust Company and a definitive Class A Certificate in the amount of
$107.71 registered in the name provided by the Representative. The
Bank shall make such definitive certificates representing the
Certificates available for inspection by the Representative at the
office at which the Certificates are to be delivered no later than
12:00 noon, New York City time, on the business day prior to the
Closing Date.
4. Offering by the Underwriters. It is understood
that the Underwriters propose to offer the Certificates for sale
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to the public (which may include selected brokers and dealers) as
set forth in the Prospectus.
5. Certain Agreements of the Bank. The Bank
covenants and agrees with the Underwriters that:
(a) The Bank will file the Prospectus with
the Commission pursuant to Rule 424(b) of the Rules
and Regulations within the time prescribed therein
and will provide evidence satisfactory to the
Representative of such timely filing. During any
period (a "prospectus delivery period") that a
prospectus relating to the Certificates is required
under the Act to be delivered to purchasers of the
Certificates by underwriters and dealers
participating in the initial offering and sale of
the Certificates on the Closing Date, the Bank will
not file any amendments to the Registration
Statement, or any amendments or supplements to the
Prospectus, unless it shall first have delivered
copies of such amendments or supplements to the
Representative, or if the Representative shall have
reasonably objected thereto promptly after receipt
thereof; the Bank will promptly advise the
Representative or its counsel (i) when notice is
received from the Commission that any post-effective
amendment to the Registration Statement has become
or will become effective, (ii) of any request by the
Commission for any amendment or supplement to the
Registration Statement or the Prospectus or for any
additional information and (iii) of any order or
communication suspending or preventing, or
threatening to suspend or prevent, the offer and
sale of the Certificates or of any proceedings or
examinations that may lead to such an order or
communication, whether by or of the Commission or
any authority administering any state securities or
"blue sky" law, as soon as the Bank is advised
thereof, and will use its reasonable efforts to
prevent the issuance of any such order or
communication and to obtain as soon as possible its
lifting, if issued.
(b) If, at any time during the prospectus
delivery period (without regard to any market making
prospectus required by any Underwriter pursuant to
the Act), any event occurs as a result of which the
Prospectus as then amended or supplemented would
include an untrue statement of a material fact or
omit to state any material fact necessary in order
to make the statements therein, in the light of the
circumstances under which they were made, not
misleading, or if it is necessary at any time to
amend the Prospectus in order to comply with the Act
or the Rules and Regulations, the Bank promptly will
prepare and file with the Commission (subject to the
Representative's prior review pursuant to paragraph
(a)
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of this Section 5) an amendment or supplement which
will correct such statement or omission or an amendment
or supplement which will effect such compliance.
(c) The Bank will furnish to the
Representative copies of the Registration Statement,
each preliminary prospectus supplement relating to
the Certificates, the Prospectus, and all amendments
and supplements to such documents, in each case as
soon as available and in such quantities as the
Representative may reasonably request.
(d) The Bank will cooperate with the
Representative in arranging for the qualification of
the Certificates for sale and the determination of
their eligibility for investment under the laws of
such jurisdictions as the Representative designates
and will continue such qualifications in effect so
long as required for the distribution of the
Certificates; provided, however, that neither the
Bank nor the Trust shall be obligated to qualify to
do business in any jurisdiction in which it is not
currently so qualified or to take any action which
would subject it to general or unlimited service of
process in any jurisdiction where it is not now so
subject.
(e) For a period from the date of this
Agreement until the retirement of the Certificates,
the Bank, as Servicer, will furnish to the
Representative copies of each certificate and the
annual statements of compliance delivered to
independent certified public accountants pursuant to
Article IV of the Pooling and Servicing Agreement
and the annual independent public accountant's
reports furnished to the Trustee pursuant to Article
IV of the Pooling and Servicing Agreement, as soon
as practicable after such statements and reports are
furnished to such certified public accountants or
the Trustee, as the case may be.
(f) So long as any of the Certificates are
outstanding, the Bank will furnish to the
Representative as soon as practicable, (A) all
documents distributed, or caused to be distributed
by the Bank to the Certificateholders, (B) all
documents filed, or caused to be filed, by the Bank
with respect to the Trust with the Commission
pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and any order of the
Commission thereunder or pursuant to a "no-action"
letter from the staff of the Commission and (C) from
time to time, such other information in the
possession of the Bank concerning the Trust and any
other information concerning the Bank filed with any
governmental or regulatory authority which is
otherwise publicly
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available, as the Representative may reasonably
request.
(g) On or before the Closing Date, the Bank
shall cause its computer records relating to the
Receivables to be marked to show the Trust's
absolute ownership of the Receivables, and from and
after the Closing Date the Bank shall not, as Seller
or Servicer, take any action inconsistent with the
Trust's ownership of such Receivables, other than as
permitted by the Pooling and Servicing Agreement.
(h) To the extent, if any, that the rating
provided with respect to the Certificates by Moody's
Investors Service, Inc. ("Moody's"), Standard &
Poor's Ratings Services ("Standard & Poor's") and/or
Fitch Investors Services, L.P. ("Fitch") is
conditional upon the furnishing of documents or the
taking of any other action by the Bank agreed upon
on or prior to the Closing Date, the Bank shall
furnish such documents and take any such action.
(i) For the period beginning on the date
hereof and ending on the Closing Date, unless waived
by the Representative, neither the Bank nor any
trust originated, directly or indirectly, by the
Bank will offer to sell or sell notes collateralized
by, or certificates (other than the Certificates)
evidencing an ownership interest in, receivables
generated pursuant to retail automobile or light
duty truck installment sale contracts.
6. Payment of Expenses. The Bank will pay all
expenses incident to the performance of its obligations under this
Agreement, including (i) the printing and filing of the Registration
Statement as originally filed and of each amendment thereto, (ii) the
Trustee's acceptance fee and the fees and disbursements of the counsel
to the Trustee, (iii) the fees and disbursements of the accountants,
(iv) the fees of the rating agencies and (v) blue sky expenses;
provided, however, that the Underwriters may reimburse the Bank for
certain expenses incurred by the Bank as agreed to by the Underwriters
and the Bank.
7. Conditions to the Obligations of the
Underwriters. The obligation of the several Underwriters to purchase
and pay for the Certificates will be subject to the accuracy of the
representations and warranties on the part of the Bank herein, on the
date hereof and as of the Closing Date, to the accuracy of the
statements of officers of the Bank made pursuant to the provisions
hereof, to the performance by the Bank of its obligations hereunder
and to the following additional conditions precedent:
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(a) On or prior to the date hereof, the
Representative shall have received a letter (a
"Procedures Letter"), dated the date of this
Agreement of Price Waterhouse L.P. verifying the
accuracy of such financial and statistical data
contained in the Prospectus as the Representative
shall deem reasonably advisable. In addition, if any
amendment or supplement to the Prospectus made after
the date hereof contains financial or statistical
data, the Representative shall have received a
letter dated the Closing Date confirming the
Procedures Letter and providing additional comfort
on such new data.
(b) The Prospectus Supplement shall have
been filed in the manner and within the time period
required by Rule 424(b) of the Rules and
Regulations; and prior to the Closing Date, no stop
order suspending the effectiveness of the
Registration Statement shall have been issued and no
proceedings for that purpose shall have been
instituted or threatened.
(c) Subsequent to the execution and
delivery of this Agreement, there shall not have
occurred (i) any change, or any development
involving a prospective change, in or affecting
particularly the business or properties of the Bank,
The Chase Manhattan Bank or The Chase Manhattan
Corporation which, in the reasonable judgment of the
Representative, materially impairs the investment
quality of the Certificates or makes it impractical
to market the Certificates; (ii) any suspension or
material limitation of trading in securities
generally on the New York Stock Exchange, or any
setting of minimum prices for trading on such
exchange, or any suspension of trading of any
securities of the Bank, The Chase Manhattan Bank or
of The Chase Manhattan Corporation on any exchange
or in the over-the-counter market by such exchange
or over-the-counter market or by the Commission;
(iii) any banking moratorium declared by Federal or
New York authorities; or (iv) any outbreak or
material escalation of major hostilities or any
other substantial national or international calamity
or emergency if, in the reasonable judgment of the
Representative, the effect of any such outbreak,
escalation, calamity or emergency on the United
States financial markets makes it impracticable or
inadvisable to proceed with completion of the sale
of and any payment for the Certificates.
(d) The Representative shall have received
opinions, of Simpson Thacher & Bartlett, special
counsel to the Bank and/or such other counsel
otherwise reasonably acceptable to the
Representative, when taken together with respect to
such matters as are customary
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for the type of transaction contemplated by this
Agreement.
(e) The Representative shall have received
an opinion or opinions of Simpson Thacher &
Bartlett, special counsel to the Bank, dated the
Closing Date and satisfactory in form and substance
to the Representative, with respect to certain
matters relating to the transfers of the Receivables
from the Bank to the Trust, with respect to the
perfection of the Trust's interests in the
Receivables and with respect to certain other
matters as are customary for the type of transaction
contemplated by this Agreement.
(f) The Representative shall have received
from Orrick, Herrington & Sutcliffe, counsel to the
Underwriters, such opinion or opinions, dated the
Closing Date and satisfactory in form and substance
to the Representative, with respect to the validity
of the Certificates, the Registration Statement, the
Prospectus and other related matters as the
Representative may require, and the Bank shall have
furnished to such counsel such documents as they
reasonably request for the purpose of enabling them
to pass upon such matters.
(g) The Representative shall have received
an opinion of Simpson Thacher & Bartlett, special
tax counsel to the Bank, dated the Closing Date and
reasonably satisfactory in form and substance to the
Representative, with respect to such matters as are
customary for the type of transaction contemplated
by this Agreement.
(h) The Representative shall have received
an opinion of counsel to the Trustee and the
Collateral Agent (collectively, "Norwest"), dated
the Closing Date and reasonably satisfactory in form
and substance to the Representative, substantially
to the effect that:
(i) Norwest has been duly
incorporated and is validly existing as a banking
corporation in good standing under the laws of the
United States of America;
(ii) Norwest has full corporate
trust power and authority to enter into and perform
its obligations under the Pooling and Servicing
Agreement;
(iii) The Pooling and
Servicing Agreement has been duly
authorized, executed and delivered by
Norwest and constitutes a valid and legally
binding agreement of Norwest, enforceable
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against Norwest in accordance with its
terms, subject, as to enforcement of
remedies, (a) to applicable bankruptcy,
insolvency, reorganization, and other
similar laws affecting the rights of
creditors generally, and (b) to general
principles of equity (regardless of whether
such enforceability is considered in a
proceeding in equity or at law);
(iv) Norwest has duly executed and
authenticated the Certificates issued on the date
hereof on behalf of the Trust;
(v) No consent, approval
or authorization of, or registration,
declaration or filing with, or giving of
notice to or the taking of any other act
with respect to any court or governmental
authority, agency or body of the United
States of America or of any state governing
the trust powers of Norwest is required
under any existing laws or regulation for
the consummation on the part of Norwest of
any of the transactions contemplated in the
Pooling and Servicing Agreement or the
performance by Norwest thereunder, except
such as have been obtained; and
(vi) The execution and
delivery of the Pooling and Servicing
Agreement and the performance by Norwest of
the terms thereof do not conflict with or
result in a violation of (1) any laws or
regulations of the United States of America
or of any state governing the trust powers
of Norwest, (2) the Articles of
Incorporation or ByLaws of Norwest or (3)
any material agreement, instrument, order,
writ, judgment or decree known to such
counsel to which Norwest is a party or is
subject.
In rendering such opinions, counsel to Norwest may
rely on the opinion of the office of the general counsel to Norwest.
(i) The Representative shall have received
evidence satisfactory to the Representative that (a)
the Class A Certificates have been rated in the
highest rating category by each of Moody's, Standard
& Poor's and Fitch and (b) the Class B Certificates
have been rated at least A3 by Moody's, "A+" by
Standard & Poor's and "A+" by Fitch.
(j) The Representative shall have received
a certificate, dated the Closing Date, of a Vice
President or more senior officer of the Bank in
which such officer, to the best of his or her
knowledge after reasonable investigation, shall
state that (i) the
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representations and warranties of the Bank in this
Agreement are true and correct in all material
respects on and as of the Closing Date, (ii) that
the Bank has complied with all agreements and
satisfied all conditions on its part to be performed
or satisfied hereunder at or prior to the Closing
Date, (iii) the representations and warranties of
the Bank, as Seller and Servicer, in the Pooling and
Servicing Agreement are true and correct as of the
dates specified in the Pooling and Servicing
Agreement, (iv) that no stop order suspending the
effectiveness of the Registration Statement has been
issued and no proceedings for that purpose have been
instituted or are threatened by the Commission, (v)
that, subsequent to the date of the Prospectus,
there has been no material adverse change in the
financial position or results of operation of the
Bank's automotive finance business except as set
forth in or contemplated by the Prospectus or as
described in such certificate and (vi) the
Prospectus does not contain any untrue statement of
a material fact or omit to state a material fact
required to be stated therein or necessary in order
to make the statements therein, in light of the
circumstances in which they were made, not
misleading.
The Bank will furnish the Representative, or cause
the Representative to be furnished, with such number of conformed
copies of such opinions, certificates, letters and documents as the
Representative reasonably requests.
8. Indemnification.
(a) The Bank will indemnify and hold
harmless each Underwriter against any losses,
claims, damages or liabilities to which such
Underwriter may become subject, under the Act or
otherwise, insofar as such losses, claims, damages
or liabilities (or actions in respect thereof) arise
out of, or are based upon, any untrue statement or
alleged untrue statement of any material fact
contained in any preliminary prospectus supplement,
the Registration Statement (other than any market
making prospectus), the Prospectus, or any amendment
or supplement thereto (other than any market making
prospectus or any amendment or supplement thereto),
or arise out of, or are based upon, the omission or
alleged omission to state therein a material fact
required to be stated therein or necessary to make
the statements therein not misleading; and will
reimburse each Underwriter for any legal or other
expenses reasonably incurred by such Underwriter in
connection with investigating or defending any such
action or claim; provided, however, that (i) the
Bank shall not be liable in any such case to the
extent that any such loss, claim, damage or
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liability arises out of, or is based upon, an untrue
statement or alleged untrue statement or omission or
alleged omission made in any preliminary prospectus
supplement, the Registration Statement or the
Prospectus or any such amendment or supplement in
reliance upon and in conformity with written
information furnished to the Bank by any Underwriter
through the Representative expressly for use
therein, and (ii) such indemnity with respect to any
preliminary prospectus supplement shall not inure to
the benefit of the Underwriter (or any person
controlling any such Underwriter) from whom the
person asserting any such loss, claim, damage or
liability purchased the Certificates which are the
subject thereof if such person did not receive a
copy of the Prospectus (or the Prospectus as
supplemented) at or prior to the confirmation of the
sale of such Certificates to such person in any case
where such delivery is required by the Act and the
untrue statement or omission of a material fact
contained in such preliminary prospectus supplement
was corrected in the Prospectus (or the Prospectus
as supplemented).
(b) Each Underwriter severally agrees to
indemnify and hold harmless the Bank, its directors,
each of its officers or agents who signed the
Registration Statement, and each person, if any, who
controls the Bank within the meaning of Section 15
of the Act against any and all loss, liability,
claim, damage and expense described in the indemnity
contained in subsection (a) of this Section 8, as
incurred, but only with respect to untrue statements
or omissions, or alleged untrue statements or
omissions, made in any preliminary prospectus
supplement, the Registration Statement or the
Prospectus (or any amendment or supplement thereto)
in reliance upon and in conformity with written
information furnished to the Bank by such
Underwriter through the Representative expressly for
use in such preliminary prospectus supplement, the
Registration Statement or the Prospectus (or any
amendment or supplement thereto).
(c) Each indemnified party shall give
prompt notice to the indemnifying party of any
action commenced against the indemnified party in
respect of which indemnity may be sought hereunder,
but failure to so notify an indemnifying party shall
not relieve such indemnifying party from any
liability which it may have hereunder or otherwise
than on account of this indemnity agreement. In case
any such action shall be brought against an
indemnified party and it shall have notified the
indemnifying party of the commencement thereof, the
indemnifying party shall be entitled to participate
therein and, to the extent that it shall
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wish, to assume the defense thereof, with counsel
reasonably satisfactory to such indemnified party
(who shall not, except with the consent of the
indemnified party, be counsel to the indemnifying
party with respect to such action), and it being
understood that the indemnifying party shall not, in
connection with any one such action or separate but
substantially similar or related actions in the same
jurisdiction arising out of the same general
allegations or circumstances, be liable for the
reasonable fees and expenses of more than one
separate firm of attorneys, and, after notice from
the indemnifying party to the indemnified party of
its election so to assume the defense thereof, the
indemnifying party shall not be liable to the
indemnified party under subsections (a) or (b) of
this Section 8 for any legal expenses of other
counsel or any other expenses, in each case
subsequently incurred by the indemnified party, in
connection with the defense thereof other than
reasonable costs of investigation.
(d) The obligations of the Bank under this
Section 8 shall be in addition to any liability
which the Bank may otherwise have and shall extend,
upon the same terms and conditions, to each person,
if any, who controls any Underwriter within the
meaning of the Act; and each Underwriter's
obligations under this Section 8 shall be in
addition to any liability which such Underwriter may
otherwise have and shall extend, upon the same terms
and conditions, to each officer and director of the
Bank and to each person, if any, who controls the
Bank within the meaning of Section 15 of the Act.
9. Contribution. In order to provide for just and
equitable contribution in circumstances in which the indemnity
agreement provided for in Section 8 is for any reason held to be
unavailable other than in accordance with its terms, the Bank and the
Underwriters shall contribute to the aggregate losses, liabilities,
claims, damages and expenses of the nature contemplated by said
indemnity agreement incurred by the Bank or the Underwriters, as
incurred, in such proportions so that the Underwriters are responsible
for that portion represented by the percentage that the underwriting
discount and commissions bear to the initial public offering price
appearing thereon and the Bank is responsible for the balance;
provided, however, that no person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act)
shall be entitled to contribution from any person who was not guilty
of such fraudulent misrepresentation. For purposes of this Section,
each person, if any, who controls an Underwriter within the meaning of
Section 15 of the Act shall have the same rights to contribution as
such Underwriter, and each director of the Bank, each officer or agent
of the Bank who signed the Registration Statement, and each
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person, if any, who controls the Bank within the meaning of Section 15
of the Act shall have the same rights to contribution as the Bank.
10. Default of Underwriters. If any Underwriter
defaults in its obligations to purchase Certificates hereunder and the
aggregate principal amount of the Certificates that such defaulting
Underwriter agreed but failed to purchase does not exceed 10% of the
total principal amount of such Certificates, the Representative may
make arrangements satisfactory to the Bank for the purchase of such
Certificates by other persons, including the non-defaulting
Underwriters, but if no such arrangements are made by the Closing
Date, the non-defaulting Underwriters shall be obligated severally, in
proportion to their respective commitments hereunder, to purchase the
Certificates that such defaulting Underwriter agreed but failed to
purchase. If any Underwriter so defaults and the aggregate principal
amount of the Certificates with respect to which such default or
defaults occur exceeds 10% of the total principal amount of such
Certificates and arrangements satisfactory to the Representative and
the Bank for the purchase of such Certificates by other persons are
not made within 36 hours after such default, this Agreement will
terminate without liability on the part of any non-defaulting
Underwriter or the Bank, except as provided in Section 11. Nothing
herein will relieve a defaulting Underwriter from liability for its
default.
11. Survival of Certain Representations and
Obligations. The respective indemnities, agreements, representations,
warranties and other statements of the Bank or its officers and of the
Underwriters set forth in or made pursuant to this Agreement will
remain in full force and effect, regardless of any investigation, or
statement as to the results thereof, made by or on behalf of the
Underwriters, the Bank or any of their respective representatives,
officers or directors or any controlling person, and will survive
delivery of and payment for the Certificates. If for any reason the
purchase of the Certificates by the Underwriters is not consummated,
the Bank shall remain responsible for the expenses to be paid or
reimbursed by it pursuant to Section 6 and the respective obligations
of the Bank and the Underwriters pursuant to Sections 8 and 9 shall
remain in effect. If the purchase of the Certificates by the
Underwriters is not consummated for any reason other than solely
because of the occurrence of any event specified in clauses (ii),
(iii) or (iv) of Section 7(c), the Bank will reimburse the
Underwriters for all out-of-pocket expenses (including fees and
disbursements of counsel) reasonably incurred by it in connection with
the offering of the Certificates.
12. Notices. All communications hereunder will be in
writing and, if sent to the Representative or the Underwriters,
will be mailed, delivered or telegraphed and confirmed to the
Representative at Chase Securities Inc., 270 Park Avenue, 7th
15
Floor, New York, New York 10017, Attention: Asset Backed Finance
Division, or, if sent to the Bank, will be mailed, delivered or
telegraphed and confirmed to c/o Chase Automotive Finance Corporation,
900 Stewart Avenue, Garden City, New York 11530, Attention: Financial
Controller.
13. Successors. This Agreement will inure to the
benefit of, and be binding upon, the parties hereto and their
respective successors. Nothing expressed or mentioned in this
Agreement is intended or shall be construed to give any person, firm
or corporation, other than the parties hereto and their respective
successors and the controlling persons and officers and directors
referred to in Sections 8 and 9 and their heirs and legal
representatives, any legal or equitable right, remedy or claim under
or in respect of this Agreement or any provision herein contained.
This Agreement and all conditions and provisions hereof are intended
to be for the sole and exclusive benefit of the parties hereto and
their respective successors, and said controlling persons and officers
and directors and their heirs and legal representatives, and for the
benefit of no other person, firm or corporation. No purchaser of
Certificates from any Underwriter shall be deemed to be a successor by
reason merely of such purchase.
14. Counterparts. This Agreement may be executed in
any number of counterparts, each of which shall be deemed to be
an original, but all such counterparts shall together constitute
one and the same Agreement.
15. APPLICABLE LAW. THIS AGREEMENT SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
NEW YORK.
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If the foregoing is in accordance with the
Representative's understanding of our agreement, kindly sign and
return to us the enclosed duplicate hereof, whereupon it will become a
binding agreement among the Bank and the Underwriters in accordance
with its terms.
Very truly yours,
CHASE MANHATTAN BANK USA, N.A.
By:
---------------------------
Name: Anthony Langan
Title: Vice President
The foregoing Underwriting Agreement is hereby confirmed and accepted
as of the date first written above.
CHASE SECURITIES INC.
on behalf of itself and as Representative of
the Several Underwriters named in Schedule I
By:
----------------------
Name: Andrew R. Dym
Title: Vice President
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SCHEDULE I
Aggregate Aggregate
Principal Principal
Amount of Amount of
Class A Class B
Underwriters Certificates Certificates
- ------------ ------------ ------------
Chase Securities Inc. $295,822,107.71 $45,725,000.00
Banc One Capital Corporation 295,650,000.00 0.00
Bear, Stearns, Inc. 295,650,000.00 0.00
Merrill Lynch, Pierce, Fenner & 295,650,000.00 0.00
Smith Incorporated 295,650,000.00 0.00
Morgan Stanley & Co.
Incorporated
Total $1,478,422,107.71 $45,725,000.00
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