EXECUTION COPY
CHASE MANHATTAN AUTO OWNER TRUST 1996-C
ASSET BACKED CERTIFICATES
CHASE MANHATTAN BANK USA, N.A.
Seller and Servicer
CERTIFICATE UNDERWRITING AGREEMENT
December 11, 1996
Chase Securities Inc.,
270 Park Avenue
New York, NY 10017
Ladies and Gentlemen:
1. Introductory. Chase Manhattan Bank USA, N.A., a national banking
association (the "Bank"), proposes to form Chase Manhattan Auto Owner Trust
1996-C (the "Trust") to sell $30,629,000 aggregate principal amount of 6.250%
Asset Backed Certificates (the "Certificates"), each representing 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 received thereunder on or after the Cutoff Date (as hereinafter
defined), such Receivables to be transferred 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 December 1, 1996 (the "Cut-off
Date") was equal to $996,938,845.63. The Certificates will be issued pursuant to
the Amended and Restated Trust Agreement to be dated as of December 1, 1996 (as
amended and supplemented from time to time, the "Trust Agreement"), among the
Bank, Chase Auto Funding Corporation, as general partner (the "General Partner")
and Wilmington Trust Company, as owner trustee (the "Owner Trustee").
Simultaneously with the issuance and sale of the Certificates as
contemplated herein, the Trust will issue $225,000,000 aggregate principal
amount of Class A-1 5.489% Money Market Asset Backed Notes (the "Class A-1
Notes"), $239,000,000 aggregate principal amount of Class A-2 5.750% Asset
Backed Notes (the "Class A-2 Notes"), $324,000,000 aggregate principal amount of
Class A-3 5.950% Asset Backed Notes (the "Class A-3 Notes")
and $178,000,000 aggregate principal amount of Class A-4 6.150% Asset Backed
Notes (the "Class A-4 Notes" and, together with the Class A-1 Notes, the Class
A-2 Notes, and the Class A-3 Notes, the "Notes"), pursuant to the Indenture to
be dated as of December 1, 1996 (as amended and supplemented from time to time,
the "Indenture"), between the Trust and Norwest Bank Minnesota, National
Association, as indenture trustee (the "Indenture Trustee"), which will be sold
pursuant to an underwriting agreement dated the date hereof (the "Note
Underwriting Agreement"; together with this Agreement, the "Underwriting
Agreements") among the Bank and the underwriters named therein (the "Note
Underwriters"). The Notes and the Certificates are sometimes referred to
collectively herein as the "Securities". Certificates to be transferred by the
Bank to the General Partner and not purchased hereunder are referred to herein
as the "General Partner Certificates" and the Certificates purchased by Chase
Securities Inc. (the "Underwriter") hereunder are referred to herein as the
"Offered Certificates."
Capitalized terms used and not otherwise defined herein shall have
the meanings assigned to such terms in the Sale and Servicing Agreement to be
dated as of December 1, 1996 (as amended and supplemented from time to time, the
"Sale and Servicing Agreement"), between the Trust and the Bank, as Seller and
Servicer.
This is to confirm the agreement concerning the purchase of the
Offered Certificates from the Bank by the Underwriter.
2. Representations and Warranties of the Bank. The Bank represents
and warrants to, and agrees with, the Underwriter, 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 Rules and Regulations, 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 Securities (other
than the General
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Partner 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), is hereinafter referred to as the "Base
Prospectus." The Base Prospectus as supplemented by the Prospectus Supplement is
hereinafter referred to as the "Prospectus."
(b) Except to the extent that the Underwriter shall have agreed to a
modification, the Prospectus shall be in all substantive respects in the form
furnished to the Underwriter 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 Underwriter, 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 Trust
Indenture Act of 1939 and the Rules and Regulations and did not include any
untrue statement of a material fact and, in the case of the Registration
Statement, did not 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, that the Bank makes no representation and warranty with respect 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 the Underwriter 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) When the Notes have been duly executed and delivered by the
Owner Trustee and, when authenticated by the Indenture Trustee in accordance
with the Indenture and delivered upon the order of the Bank to the Note
Underwriters pursuant to the Note Underwriting Agreement and the Sale and
Servicing
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Agreement, the Notes will be duly issued and will constitute legal, valid and
binding obligations of the Trust enforceable against the Trust in accordance
with their 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 the Trust
or in the event of any moratorium or similar occurrence affecting the Bank or
the Trust and to general principles of equity.
(f) The direction by the Bank to the Owner Trustee to execute and
authenticate the Certificates has been duly authorized by the Bank and, when the
Certificates have been duly executed, authenticated and delivered by the Owner
Trustee in accordance with the Trust Agreement and delivered upon the order of
the Bank to the Underwriter pursuant to this Agreement (or to the General
Partner in the case of the General Partner Certificates), in each case, pursuant
to the Sale and Servicing Agreement, will be duly issued and entitled to the
benefits and security afforded by the Trust Agreement.
(g) The execution, delivery and performance by the Bank of this
Agreement, the Note Underwriting Agreement, and the Basic Documents to which the
Bank is a party, 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 to consummate
such transactions.
(h) When executed and delivered by the parties thereto, each of the
Sale and Servicing Agreement and the Trust 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,
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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.
(i) 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 jurisdictions), required in connection with the execution,
delivery and performance of this Agreement, the Note Underwriting Agreement and
the Basic Documents to which the Bank is a party has been or will be taken or
obtained on or prior to the Closing Date.
(j) As of the Closing Date, the representations and warranties of
the Bank, as Seller and Servicer, and of the General Partner in the Trust
Agreement will be true and correct.
(k) This Agreement has been duly executed and delivered by the Bank.
3. Purchase, Sale, Payment and Delivery of the Offered 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 Underwriter, and the Underwriter agrees, to purchase from the Bank,
(a) at a purchase price of 99.953125% of the face amount thereof, the Offered
Certificates plus accrued interest at the Certificate Rate from December 18,
1996 to but excluding the Closing Date.
The Bank will deliver the Offered Certificates to the Underwriter
against payment of the purchase price in immediately available funds drawn to
the order of the Bank at the offices of Orrick, Herrington & Sutcliffe LLP in
New York, New York at 10:00 a.m., New York City time, on December 18, 1996 or at
such other time not later than seven full business days thereafter as the
Underwriter and the Bank determine, such time being herein referred to as the
"Closing Date." The Certificates to be so delivered will be initially
represented by one or more definitive Certificates registered in the name of
Cede & Co., the nominee of The Depository Trust Company ("DTC") and will be made
available for inspection by the Underwriter at the office where delivery and
payment for such Certificates is to take place no later than 1:00 p.m., New York
City time, on the Business Day prior to the Closing Date.
4. Offering by the Underwriter. It is understood that the
Underwriter proposes to offer the Offered Certificates for sale to the public
(which may include selected brokers and dealers) as set forth in the Prospectus.
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5. Covenants of the Bank. The Bank covenants and agrees with the
Underwriter 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 Underwriter of such timely filing.
During any period that a prospectus relating to the Certificates is required
under the Act to be delivered to purchasers of the Offered Certificates by the
underwriters and dealers participating in the initial offering and sale of the
Offered Certificates on the Closing Date under the Act (without regard to any
market making prospectus required to be delivered by the Underwriter pursuant to
the Act) (a "prospectus delivery period"), 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 Underwriter, and, if the Underwriter shall have reasonably
objected thereto promptly after receipt thereof; the Bank will promptly advise
the Underwriter 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
Offered 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, 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 Underwriter's prior review pursuant to paragraph (a) 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 Underwriter copies of the
Registration Statement, each preliminary prospectus supplement relating to the
Offered Certificates, the Prospectus, and all amendments and supplements to such
documents, in each case as soon as available and in such quantities as the
Underwriter may reasonably request.
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(d) The Bank will cooperate with the Underwriter in arranging for
the qualification of the Offered Certificates for sale and the determination of
their eligibility for investment under the laws of such jurisdictions as the
Underwriter designates and will cooperate in continuing such qualifications in
effect so long as required for the distribution of the Offered 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
Underwriter copies of each certificate and the annual statements of compliance
delivered to independent certified public accountants' and reports furnished to
the Indenture Trustee or the Owner Trustee pursuant to the Sale and Servicing
Agreement, as soon as practicable after such statements and reports are
furnished to the Indenture Trustee or the Owner Trustee.
(f) So long as any of the Certificates is outstanding, the Bank will
furnish to the Underwriter 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 available, as
the Underwriter 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 neither the
Bank nor the Servicer shall take any action inconsistent with the Trust's
ownership of such Receivables and the security interest of the Indenture Trustee
therein, other than as permitted by the Sale and Servicing Agreement.
(h) To the extent, if any, that the rating provided with respect to
the Certificates by Moody's Investors Service ("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 actions by the Bank agreed upon on or prior to the Closing Date, the Bank
shall furnish such documents and take any such other actions.
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(i) For the period beginning on the date hereof and ending on the
Closing Date, unless waived by the Underwriter, neither the Bank nor any trust
originated, directly or indirectly, by the Bank will offer to sell or sell notes
(other than the 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 or
purchase money loans.
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 Indenture Trustee's and Owner Trustee's
acceptance fee and the reasonable fees and disbursements of the counsel to the
Indenture Trustee and counsel to the Owner Trustee, (iii) the fees and
disbursements of Price Waterhouse LLP, (iv) the fees of the Rating Agencies and
(v) blue sky expenses; provided, however, that the Underwriter may reimburse the
Bank for certain expenses incurred by the Bank as agreed to by the Underwriter
and the Bank.
7. Conditions to the Obligations of the Underwriter. The obligation
of the Underwriter to purchase and pay for the Offered 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:
(a) On or prior to the date hereof the Underwriter shall have
received a letter (a "Procedures Letter"), dated the date of this
Agreement of each of Price Waterhouse LLP and Arthur Andersen
verifying the accuracy of such financial and statistical data
contained in the Prospectus as the Underwriter 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 Underwriter 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
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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 Underwriter, materially impairs the
investment quality of the Offered Certificates or makes it
impractical to market the Offered 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 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 Underwriter, 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 Offered
Certificates;
(d) The Underwriter shall have received opinions, dated the
Closing Date and reasonably satisfactory, when taken together, in
form and substance to the Underwriter, of Simpson Thacher &
Bartlett, special counsel to the Bank and the General Partner,
Richards, Layton & Finger, special counsel to the Trust, and such
other counsel otherwise reasonably acceptable to the Underwriter,
with respect to such matters as are customary for the type of
transaction contemplated by this Agreement;
(e) The Underwriter 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
Underwriter, with respect to certain matters relating to the
transfers of the Receivables from the Bank to the Trust and with
respect to a grant of a security interest in the Receivables to the
Indenture Trustee, and an opinion of Richards, Layton & Finger,
Special Counsel to the Trust, with respect to the perfection of the
Trust's and the Indenture Trustee's interests in the Receivables;
(f) The Underwriter shall have received from Orrick,
Herrington & Sutcliffe LLP, counsel to the Underwriter, such opinion
or opinions, dated the Closing Date and satisfactory in form and
substance to the Underwriter, with respect to the validity of the
Offered Certificates, the Registration Statement, the
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Prospectus and other related matters as the Underwriter 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 Underwriter 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 Underwriter, with respect to such matters as are customary for
the type of transaction contemplated by this Agreement;
(h) The Underwriter shall have received an opinion of counsel
to the Indenture Trustee, dated the Closing Date and satisfactory in
form and substance to the Underwriter with respect to such matters
as are customary for the transactions contemplated by this
Agreement;
In rendering such opinions, counsel to the Indenture Trustee may
rely on the opinion of the office of the general counsel to the Indenture
Trustee.
(i) The Underwriter shall have received an opinion of counsel
to the Owner Trustee, and such other counsel reasonably satisfactory
to the Underwriter and its counsel, dated the Closing Date and
satisfactory in form and substance to the Underwriter, with respect
to such matters as are customary for the type of transaction
contemplated by this Agreement;
(j) The Certificates have been rated "A+" by Standard &
Poor's, A2 by Moody's and "A+" by Fitch;
(k) The Underwriter shall have received a certificate, dated
the Closing Date, of an attorney-in-fact, a Vice President or more
senior officer of the Bank in which such person, to the best of his
or her knowledge after reasonable investigation, shall state that
(i) the 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 Sale and Servicing Agreement and, as Depositor, in the Trust
Agreement, are true and correct as of the dates specified in the
Sale and Servicing Agreement and the Trust 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
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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;
(l) On the Closing Date, $966,000,000 aggregate amount of
Notes shall have been issued and sold pursuant to the Note
Underwriting Agreement; and
(m) The Class A-1 Notes shall have been rated "A-1+" by
Standard & Poor's, "P-1" by Moody's and "F-1+" by Fitch, and the
Class A-2 Notes, Class A-3 Notes and Class A-4 Notes shall have been
rated "AAA" by Standard & Poor's, Aaa by Moody's and "AAA" by Fitch.
The Bank will furnish the Underwriter, or cause the Underwriter to
be furnished, with such number of conformed copies of such opinions,
certificates, letters and documents as the Underwriter reasonably requests.
8. Indemnification. (a) The Bank will indemnify and hold harmless
the Underwriter against any losses, claims, damages or liabilities, to which the
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), the Prospectus (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 the Underwriter for any legal or other expenses
reasonably incurred by the 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 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 the Underwriter 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
the Underwriter) from whom the person asserting any such loss, claim, damage or
liability purchased the Offered Certificates which are the subject thereof if
such person did not receive a copy of the
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Prospectus (or the Prospectus as supplemented) at or prior to the confirmation
of the sale of such Offered 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) The Underwriter 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 the Underwriter 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 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 the
Underwriter
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within the meaning of the Act; and the Underwriter's obligations under this
Section 8 shall be in addition to any liability which the 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 Underwriter 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 Underwriter, as incurred,
in such proportions so that the Underwriter is 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 the Underwriter within the meaning of Section 15 of the Act shall
have the same rights to contribution as the Underwriter, and each director of
the Bank, each officer or agent of the Bank who signed the Registration
Statement, and each 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. Survival of Certain Representations and Obligations. The
respective indemnities, agreements, representations, warranties and other
statements of the Bank or its officers and of the Underwriter 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 Underwriter, the Bank or any of their respective representatives,
officers or directors or any controlling person, and will survive delivery of
and payment for the Offered Certificates. If for any reason the purchase of the
Offered Certificates by the Underwriter 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 Underwriter
pursuant to Section 5, 6, 8 and 9 shall remain in effect. If the purchase of the
Offered Certificates by the Underwriter 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 Underwriter for all
out-of-pocket expenses (including fees and disbursements of counsel) reasonably
incurred by it in connection with the offering of the Offered Certificates.
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11. Notices. All communications hereunder will be in writing and, if
sent to the Underwriter, will be mailed, delivered or telegraphed and confirmed
to the Underwriter at Chase Securities Inc., 270 Park Avenue, 7th 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 Chase
Manhattan Bank USA, N.A. c/o Chase Automotive Finance Corporation, 900 Stewart
Avenue, Garden City, New York, New York 11530, Attention: Financial Controller.
12. 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 Offered
Certificates from the Underwriter shall be deemed to be a successor by reason
merely of such purchase.
13. 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.
14. No Bankruptcy Petition. The Underwriter covenants and agrees
that, prior to the date which is one year and one day after the payment in full
of all securities issued by the Trust, it will not institute against, or join
any other person in instituting against, the Trust any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings or other
proceedings under any Federal or state bankruptcy or similar law.
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 Underwriter's
understanding of our agreement, kindly sign and return to us the enclosed
duplicate hereof, whereupon it will become a binding agreement between the Bank
and the Underwriter in accordance with its terms.
Very truly yours,
CHASE MANHATTAN BANK USA, N.A.
By_____________________________________
Name:
Title:
The foregoing Certificate Underwriting Agreement is hereby confirmed and
accepted as of the date first written above:
CHASE SECURITIES INC.
By__________________________________
Name:
Title:
SCHEDULE I
Principal Amount
of Certificates
---------------
Underwriter
Chase Securities Inc. $30,629,000
-----------
Total $30,629,000
===========
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