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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 1, 2002
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CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION
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(Exact Name of registrant specified in its charter)
(Originator of the Chase Credit Card Master Trust)
333-83484
United States 333-68236 22-2382028
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(State or other (Commission File Number) (I.R.S. employer
Jurisdiction of Identification No.)
Incorporation)
White Clay Center Building 2000 Route 273
Newark, Delaware 19711
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(Address of principal executive offices)
Registrant's telephone number, including area code: (302) 575-5000.
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Item 5. Other Events
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On March 5, 2002, the First Omnibus Amendment to the Series
Supplements and the Second Amendment to the Third Amended and Restated Pooling
and Servicing Agreement, dated as of November 15,1999 as amended by the First
Amendment thereto dated as of March 31, 2001, among Chase Manhattan Bank USA,
National Association, as Transferor, JPMorgan Chase Bank, as Servicer, and The
Bank of New York, as Trustee became effective. Among other things, these
amendments changed the governing law of the pooling and servicing agreement
and the supplements to Delaware and effected other changes intended to ensure
that the transfers of receivables under the pooling and servicing agreement
continue to be accounted for as sales under generally accepted accounting
principles.
Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits
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Exhibits
99.1 First Omnibus Amendment to the Series Supplements, dated
as of March 1, 2002, Chase USA, as Transferor on and after
June 1, 1996, JPMorgan Chase Bank, as Transferor prior to
June 1, 1996 and as Servicer, and the Trustee.
99.2 Second Amendment to the Third Amended and Restated Pooling
and Servicing Agreement, dated as of March 1, 2002, among
Chase USA, as Transferor on and after June 1, 1996,
JPMorgan Chase Bank, as Transferor prior to June 1, 1996
and as Servicer, and the Trustee.
99.3 Opinion of Simpson Thacher and Bartlett - Amendment
Opinion, dated as of March 5, 2002.
99.4 Opinion of Simpson Thacher and Bartlett - Tax Opinion
regarding First Omnibus Amendment to the Series
Supplements, dated as of March 1, 2002.
99.5 Opinion of Simpson Thacher and Bartlett - Tax Opinion
regarding Second Amendment to the Pooling and Servicing
Agreement, dated as of March 1, 2002.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CHASE MANHATTAN BANK USA,
NATIONAL ASSOCIATION
By: /s/ Keith Schuck
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Name: Keith Schuck
Title: Senior Vice President
Date: March 6, 2002
INDEX TO EXHIBITS
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Exhibit Exhibit Sequentially
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Number Numbered Pages
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99.1 First Omnibus Amendment to the Series Supplements, dated
as of March 1, 2002, Chase USA, as Transferor on and after
June 1, 1996, JPMorgan Chase Bank, as Transferor prior to
June 1, 1996 and as Servicer, and the Trustee.
99.2 Second Amendment to the Third Amended and Restated Pooling
and Servicing Agreement, dated as of March 1, 2002, among
Chase USA, as Transferor on and after June 1, 1996,
JPMorgan Chase Bank, as Transferor prior to June 1, 1996
and as Servicer, and the Trustee.
99.3 Opinion of Simpson Thacher and Bartlett - Amendment
Opinion, dated as of March 5, 2002.
99.4 Opinion of Simpson Thacher and Bartlett - Tax Opinion
regarding First Omnibus Amendment to the Series
Supplements, dated as of March 1, 2002.
99.5 Opinion of Simpson Thacher and Bartlett - Tax Opinion
regarding Second Amendment to the Pooling and Servicing
Agreement, dated as of March 1, 2002.