SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
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Check the appropriate box:
[X] Preliminary Proxy Statement
[_] Confidential, For Use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Rule 14a-11(c) or 14a-12
CHASE CREDIT CARD OWNER TRUST 1999-3 (Issuer)
CHASE MANHATTAN BANK USA, NATIONAL
ASSOCIATION (Depositor)
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
______________________________________________________________________
2) Aggregate number of securities to which transaction applies:
______________________________________________________________________
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
______________________________________________________________________
4) Proposed maximum aggregate value of transaction:
______________________________________________________________________
5) Total fee paid:
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[_] Fee paid previously with preliminary materials:
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
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April [ ], 2003
To the Holders of the
Class A 6.66% Asset Backed Notes, Series 1999-3,
Class B 6.95% Asset Backed Notes, Series 1999-3 and
Class C Floating Rate Asset Backed Notes, Series 1999-3 of
Chase Credit Card Owner Trust 1999-3
This letter is being mailed to you on behalf of Chase Manhattan Bank USA,
National Association ("Chase USA"), as depositor of the above-named Trust (the
"Trust"). The purpose of this letter and the accompanying materials is to
obtain your consent to the execution of an amendment (the "Amendment") to the
Series 1999-3 Supplement dated as of September 29, 1999 to the Pooling and
Servicing Agreement (the "Agreement") pursuant to which the series
certificate, which secures your notes, was issued by the master trust. The
Amendment would change the portfolio performance trigger for the purpose of
determining whether a base rate pay out event has occurred. The adoption of
this Amendment would decrease the likelihood that a base rate pay out event
will occur. The Amendment and the reasons why Chase USA seeks your approval to
adopt the Amendment are discussed in the accompanying Solicitation Statement.
Only a registered holder of the notes of the Trust (or such holder's
authorized legal representative) at the close of business on April 15, 2003,
the record date, may execute a consent, and such consent will be binding on
all subsequent transferees of such notes. If you hold your notes through a
broker, dealer, bank or other nominee, you must contact that entity directly
in order to give appropriate instructions for consenting to the Amendment. A
letter of instruction is included in the enclosed solicitation materials which
you may use for this purpose.
Regardless of the size of your holdings, your consent is important
because in order to implement the Amendment consents from the holders of the
notes representing more than 50% of the outstanding principal amount of the
notes must be received. Accordingly, failure to complete and return a Consent
will have the effect of a negative vote.
Any noteholder that gives its consent to the Amendment may not revoke its
consent.
A Solicitation Statement, a Consent Form, a letter of instruction and a
return, postage-paid envelope are enclosed. If you wish to obtain additional
copies of the accompanying materials, please contact the solicitation agent,
Mellon Investor Services LLC, at (888) 468-9726.
We urge you to complete, sign, date and return the enclosed Consent Form
as soon as possible.
Very truly yours,
Keith Schuck
Senior Vice President
CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION
SOLICITATION STATEMENT
Statement soliciting Consents of Noteholders with respect to a proposed
Amendment of the Series 1999-3 Supplement to the Pooling and Servicing
Agreement (the "Consent") governing the series certificate which secures the
Notes issued by:
CHASE CREDIT CARD OWNER TRUST 1999-3
Class A 6.66% Asset Backed Notes, Series 1999-3 (Cusip No. 16151RAA1)
Class B 6.95% Asset Backed Notes, Series 1999-3 (Cusip No. 16151RAB9)
Class C Floating Rate Asset Backed Notes, Series 1999-3 (Cusip No. 16151RAC7)
This solicitation statement is furnished by Chase Manhattan Bank USA,
National Association ("Chase USA"), to holders of the Class A 6.66% Asset
Backed Notes, Series 1999-3 (the "Class A Notes"), the Class B 6.95% Asset
Backed Notes, Series 1999-3 (the "Class B Notes") and the Class C Floating
Rate Asset Backed Notes, Series 1999-3 (the "Class C Notes" and, collectively,
with the Class A Notes and the Class B Notes, the "Notes") issued by Chase
Credit Card Owner Trust 1999-3 (the "Owner Trust"). The Owner Trust holds the
series certificate which represents an undivided interest in certain assets of
the Chase Credit Card Master Trust (the "Master Trust"). The Master Trust
exists pursuant to the Third Amended and Restated Pooling and Servicing
Agreement, dated as of November 15, 1999 (the "Agreement") among Chase USA, as
transferor on and after June 1, 1996, JP Morgan Chase Bank (formerly known as
Chemical Bank and The Chase Manhattan Bank), as transferor prior to June 1,
1996, and as servicer, and The Bank of New York, as trustee (the "Trustee").
The series certificate was issued pursuant to the Series 1999-3 Supplement
dated as of September 29, 1999 (the "Series Supplement") to the Agreement.
This solicitation statement is being sent in connection with Chase USA's
solicitation of Consents from the registered holders of the Notes
("Noteholders") to the execution and delivery of a proposed Amendment (the
"Amendment") to the Series Supplement. The record date for determining the
Noteholders eligible to consent to the Amendment is the close of business on
April 15, 2003 (the "Record Date"). The date on which this solicitation
statement is first being sent to Noteholders is April [ ], 2003. Capitalized
terms that are not defined within the text of this solicitation statement are
defined in the glossary of terms attached as Annex A.
The Notes are secured by the series certificate and the proceeds of the
series certificate that may be held from time to time by the Owner Trust. In
order for the Owner Trust as holder of the series certificate to consent to
the Amendment, it is required to obtain the consent of the Noteholders holding
more than 50% of the outstanding principal amount of the Notes. The Amendment
will be executed and delivered if Consents are obtained from the required
number of Noteholders on or before the Solicitation Expiration Date (as
defined below). Furthermore, the Amendment will be executed and delivered only
if The Bank of New York, as indenture trustee for the Notes under the
indenture pursuant to which the Notes were issued (the "Indenture Trustee")
and the Trustee receives letters from Standard & Poor's Ratings Group, Moody's
Investors Service, Inc. and Fitch Ratings (collectively, the "Rating
Agencies"), confirming that
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adoption of the Amendment will not result in a reduction or withdrawal of
their respective ratings of the Notes or the series certificate, respectively.
The term "Solicitation Expiration Date" means the earlier of (a) 5:00
p.m. New York City time on May [ ], 2003 and (b) 5:00 p.m. New York City time
on the date on which Consents are obtained from the required number of
Noteholders or, if extended by Chase USA, such subsequent time and date
specified by Chase USA. Chase USA reserves the right to extend the period
during which Consents will be received from the Noteholders at any time by
making a public announcement of such extension not later than 10:00 a.m. New
York City time on the business day following any previously announced
Solicitation Expiration Date. Chase USA may extend the solicitation period any
number of times.
Only a registered holder of a Note (or such holder's authorized legal
representative) on the Record Date may execute a Consent. Giving a Consent
will not affect the right of a Noteholder to transfer a Note, and such Consent
will be binding on all subsequent transferees of such Note. As of the date of
this solicitation statement, all of the Notes are registered in the name of a
nominee of The Depository Trust Company ("DTC"). Chase USA anticipates that
DTC, as nominee holder of the Notes, will execute an omnibus proxy that will
authorize its participants to execute Consents with respect to the Notes owned
by such DTC participants as specified on the DTC position listing as of the
Record Date. Beneficial owners of Notes who hold their Notes through a broker,
dealer, bank or other nominee must contact that entity in order to give their
consent with respect to the Amendment. A letter of instruction is included in
the solicitation materials provided with this solicitation statement which may
be used by a beneficial owner to give such instructions to the applicable
broker, dealer, bank or other nominee.
Any Noteholder that executes a Consent to the Amendment on the
accompanying form may not revoke such Consent. Any Noteholder that opposes or
abstains on the accompanying form may revoke such opposition or abstention and
give its Consent to the Amendment (by executing and delivering such Consent as
instructed on the accompanying form) at any time prior to the Solicitation
Expiration Date. If a properly executed Consent is returned with no
instructions given with respect to the Amendment, the Consent will be deemed
to be in favor of the Amendment.
Noteholders will have no rights of appraisal or similar dissenters'
rights in the event that the Amendment is adopted.
General
As the prime rate has decreased since the issuance of the series
certificate, the Portfolio Yield (as defined below) for the series certificate
has decreased while components of the Base Rate have remained constant due to
the fixed rate coupon for the Class A Notes and the Class B Notes. As a
result, the likelihood of the occurrence of a Base Rate Pay Out Event (as
defined below) has increased. The proposed Amendment adds a new defined term
"Portfolio Supplemented Yield" (as defined below) which replaces the term
"Portfolio Yield" solely for the purpose of determining whether a Base Rate
Pay Out Event has occurred. If specified conditions are met, the Portfolio
Supplemented Yield will be equal to the Portfolio Yield plus a specific amount
of shared excess finance charge collections otherwise available to the Series
1999-3 series certificate. Shared excess finance charge collections are
generally the amount by which finance charge collections on the receivables in
the Master Trust allocable to the investor interests of all series exceed the
aggregate amount of allocable servicing fees, defaulted receivables (net of
recoveries)
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and interest on the outstanding series of certificates available from all
outstanding series of certificates issued by the Master Trust.
Shared excess finance charge collections are currently available to
cover shortfalls in amounts allocable to make payments of interest on the
series certificate and to meet the other obligations of the Master Trust with
respect to each of the other series of certificates that it has issued.
However, shared excess finance charge collections are not currently included
in the defined term "Portfolio Yield" and thus are not taken into account in
the current determination of whether a Base Rate Pay Out Event has occurred.
The Amendment adds a new defined term "Portfolio Supplemented Yield".
Portfolio Supplemented Yield adds a portion of shared excess finance charge
collections (if specified conditions are met) to the amount of Portfolio Yield
(up to the maximum amount specified below) and uses Portfolio Supplemented
Yield in the determination of whether a Base Rate Pay Out Event has occurred.
This Amendment will not have the effect of increasing the amount of finance
charge collections allocable or distributable to the Notes.
The purpose of the Amendment is to reduce the likelihood of the
occurrence of a Base Rate Pay Out Event. A "Base Rate Pay Out Event" currently
occurs if Portfolio Yield (averaged over any three consecutive monthly
periods) is less than the Base Rate (averaged over any three consecutive
monthly periods). The "Base Rate" means, with respect to any monthly period,
the annualized percentage equivalent of a fraction, the numerator of which is
the sum of (a) the monthly interest distributable on the Notes and any
shortfall for previous monthly interest requirements and (b) the proportionate
share of servicing fee allocable to the series certificate with respect to
such monthly period and the denominator of which is the Investor Interest as
of the close of business on the last day of such monthly period. If a Base
Rate Pay Out Event were to occur, a rapid amortization of the series
certificate would commence and the Master Trust would begin making payments of
principal to the Indenture Trustee who holds the series certificate for the
benefit of the Noteholders. As a result, monthly distributions of principal on
the Notes would commence on the first distribution date following the
occurrence of the Base Rate Pay Out Event (although distributions of principal
on the Class C Notes would not commence until the principal amount of the
Class A Notes and Class B Notes has been repaid in full and the distributions
of principal on the Class B Notes would not commence until the principal
amount of the Class A Notes has been repaid in full).
A form of the Amendment is attached to this solicitation statement as
Annex E.
Advantages of the Amendment
The Amendment will reduce the likelihood of a Base Rate Pay Out Event
occurring, thereby decreasing the likelihood that principal will be repaid to
Noteholders earlier than the respective scheduled payment dates of such Notes.
As a result, Noteholders are less likely to need to reinvest early
distributions of principal. For the holders of the Class A Notes and the Class
B Notes, principal will be reinvested at prevailing interest rates that are
currently significantly lower than the rates applicable to the Class A and
Class B Notes. Because the Class C Notes bear interest at a floating rate
there may be no benefit to the holders of the Class C Notes in reducing the
likelihood of a Base Rate Pay Out Event and thus no advantages to them. In the
absence of a pay out event, interest will continue to accrue and be paid to
Noteholders on
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the Notes at their current respective fixed or floating rates until their
respective final payment dates. Further, the proposed Amendment has been
reviewed by the Rating Agencies, all of which have indicated that adoption of
the Amendment will not adversely affect their respective ratings of the Notes
or the series certificate. Thus, Noteholders would continue to hold the Notes
with the same ratings as those currently assigned, but with a reduced
likelihood of early distributions of principal.
Disadvantages of the Amendment
Although the Notes will maintain their respective ratings after the
adoption of the Amendment, the effect of the Amendment will be to delay the
commencement of a Base Rate Pay Out Event that occurs as a result of a decline
in Portfolio Yield. Portfolio Yield is calculated (as described below) based
upon two principal components--finance charge collections and charged-off
receivables. If the Amendment is adopted, a decline in finance charge
collections or an increase in charged-off receivables that would otherwise
have resulted in a Base Rate Pay Out Event will not result in such a Base Rate
Pay Out Event and, as a consequence, Noteholders could incur a loss if the
performance of the Master Trust's assets were worse than is assumed by the
Rating Agencies when they confirm their respective ratings of the Notes,
resulting in losses greater than the available credit enhancement where such
situation could have been avoided if the Base Rate Pay Out Event had occurred
earlier and before the deterioration in the Master Trust's assets.
Furthermore, because the Class C Notes are subordinated to the Class A Notes
and Class B Notes, and the Class B Notes are subordinated to the Class A
Notes, the Class B Notes have a greater risk of loss than the Class A Notes
and the Class C Notes have a greater risk of loss than the Class B Notes. In
order to mitigate this risk, the Amendment provides that certain conditions
must be met in order to use the revised formula for calculating whether a Base
Rate Pay Out Event has occurred and limits the amount of shared excess finance
charge collections that can be included in Portfolio Supplemented Yield in any
one monthly period.
Certain Provisions of the Agreement
If a Base Rate Pay Out Event occurs, monthly distributions of principal
to holders of the Class A Notes would begin on the first distribution date
following the monthly period in which such Base Rate Pay Out Event occurred,
even though the scheduled principal payment date of the Class A Notes is not
until September 15, 2004. Holders of the Class B Notes and Class C Notes would
begin receiving monthly distributions of principal, in the case of the Class B
Notes, on the first distribution date after the Class A Notes are repaid in
full and, in the case of the Class C Notes, on the first distribution date
after the Class B Notes are paid in full, even though the scheduled principal
payment date of the Class B Notes and Class C Notes is not until October 15,
2004. In the case of such payments, there would be no limitation on the amount
of principal that could be distributed on any single distribution date.
The purpose of accelerating payment of principal to Noteholders upon the
occurrence of a Base Rate Pay Out Event is to enhance the likelihood that
Noteholders will receive a full return of their investment before the
conditions giving rise to such event impair the cash flows generated by the
receivables held by the Master Trust to the extent that available credit
enhancement would actually be depleted prior to such Noteholders receiving
such full return of their investment.
5
Under the terms of the Agreement, Chase USA covenants that it will not
reduce the Portfolio Yield to less than the Base Rate unless such reduction is
otherwise required by law or is deemed necessary by Chase USA to maintain its
credit card business on a competitive basis, based on a good faith assessment
by Chase USA of the nature of the competition in the credit card business. The
purpose of this covenant is to protect Noteholders from Chase USA taking
actions that would decrease the cash flow on such receivables to a rate that
is less than that required to enable the Master Trust to continue to make
scheduled payments of interest and cover losses attributable to charged-off
principal receivables allocable to the series certificate or to a rate that
would trigger amortization of the series certificate as described above. The
Amendment does not in any way affect this covenant because the defined term
"Portfolio Yield" will not be affected by the Amendment. The Amendment will
only affect the calculation for determining whether the Base
Rate Pay Out Event has occurred.
Portfolio Yield
Portfolio Yield is based on the amount of collections of finance charge
receivables received by the Master Trust less the amount of receivables that
has been charged-off as uncollectible. The amount of finance charge
collections and losses due to charged-off receivables depends on payment
patterns of cardholders which result from a variety of economic, legal and
social factors. Chase USA is unable to determine and has no basis to predict
whether or to what extent changes in applicable laws or other economic or
social factors will affect card use or repayment patterns. Economic factors
include the rate of inflation, unemployment levels and relative interest
rates. Chase USA believes that the reduction in gross portfolio yield for the
Master Trust that has created the increased risk of a Base Rate Pay Out Event
is primarily attributable to a decrease in periodic finance charges as a
result of multiple reductions in the prime rate that have occurred since the
issuance of the Notes. A majority of the credit card accounts held by the
Master Trust have periodic finance charges that are calculated on a floating
rate based upon the prime rate. The prime rate has decreased 4.25% from
January 1, 2000 to March 31, 2003. When the prime rate decreases periodic
finance charges also decrease resulting in lower gross portfolio yield. As
shown in the chart below, the net default rates and the payment rates for the
Master Trust have been relatively stable in recent months, while the gross
portfolio yield for the Master Trust has declined during the last twelve
months. The amount of gross portfolio yield will decrease in the future if the
prime rate continues to decline.
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The chart below shows the gross portfolio yield, payment rate and net
charge-off rate for the Master Trust portfolio for each month from January
2001 to December 2002.
- ------------------------------------------------------------------------------
CHASE CREDIT CARD MASTER TRUST
Gross Net
Portfolio Payment Default
Yield Rate Rate
Jan-01 18.76% 15.70% 5.52%
Feb-01 17.06% 13.47% 5.94%
Mar-01 19.47% 15.44% 6.22%
Apr-01 18.43% 15.24% 6.36%
May-01 18.15% 15.47% 6.60%
Jun-01 16.74% 14.74% 6.67%
Jul-01 18.37% 15.80% 6.28%
Aug-01 18.42% 16.20% 5.59%
Sep-01 15.62% 13.73% 5.80%
Oct-01 18.69% 16.55% 5.48%
Nov-01 16.72% 14.96% 5.11%
Dec-01 16.83% 15.18% 5.27%
Jan-02 16.32% 16.11% 5.87%
Feb-02 14.64% 13.83% 5.46%
Mar-02 16.42% 15.75% 5.92%
Apr-02 14.80% 15.52% 5.31%
May-02 14.81% 16.19% 4.75%
Jun-02 13.97% 14.69% 4.94%
Jul-02 16.01% 16.78% 4.72%
Aug-02 15.04% 16.03% 4.84%
Sep-02 14.72% 15.58% 4.68%
Oct-02 15.25% 15.97% 5.18%
Nov-02 14.27% 14.38% 5.02%
Dec-02 15.65% 16.18% 6.07%
- ------------------------------------------------------------------------------
"Gross portfolio yield" for any month means the total amount of collected
finance charges and interchange fees allocated to the Master Trust for the
month, expressed as a percentage of total outstanding principal receivables at
the beginning of the month.
The "payment rate" for any month is the total amount collected on
receivables during the month, including recoveries on previously charged-off
receivables, expressed as a percentage of total outstanding receivables at the
beginning of the month.
The "net default rate" for any month is the amount of charged-off
receivables recorded in the month, net of any recoveries from earlier
charge-offs on receivables in the Master Trust portfolio, expressed as a
percentage of total outstanding principal receivables at the beginning of the
month.
The amount of finance charge collections and charged-off receivables is
also influenced by the amount of delinquencies and the level of convenience
use (where cardholders pay their balances early and avoid charges), both of
which can decrease the Portfolio Yield. If more cardholders do not pay their
account in a timely manner, delinquencies will increase possibly
7
indicating that in the future, the receivables for the cardholders with
delinquent accounts may be uncollectible resulting in a larger amount of
receivables being charged-off. If cardholders increase their level of
convenience use then less finance charge receivables will be generated by the
Master Trust and finance charge collections will decrease.
In addition, competition may affect Portfolio Yield. As the credit card
industry is increasingly competitive, new credit card issuers continually seek
to expand in or enter the market and additional non-cash payment methods,
including pre-paid cash cards and other technology-based cash substitutes, are
being introduced which may also compete with credit cards. If cardholders
choose to utilize competing sources of credit and/or methods of payment, fewer
credit card receivables may be generated resulting in fewer finance charge
receivables and finance charge collections. To retain cardholders, Chase USA
reviews market conditions regularly to maintain the competitiveness of its
credit card products and, accordingly, reserves the right (subject to the
limitations discussed above) to change the terms of its credit card accounts,
including applicable fees and finance charges. Any decreases in applicable fee
rates and finance charge rates that Chase USA makes can also decrease finance
charge collections.
As discussed in the preceding paragraphs, any decrease in the level of
finance charge collections or increase in the level of receivables charged-off
as uncollectible has the effect of decreasing Portfolio Yield. Any decrease in
Portfolio Yield increases the risk of the occurrence of a Base Rate Pay Out
Event.
Purpose of the Amendment
Declines in the gross portfolio yield for the Master Trust have resulted
in a decreased Portfolio Yield on the series certificate. The Portfolio Yield
was 9.28% for the Monthly Period ending March 31, 2003. If the three-month
consecutive average of the Portfolio Yield, which was 9.14% as of March 31,
2003, falls below the three-month consecutive average of the Base Rate, which
is 8.32% as of March 31, 2003, then a Base Rate Pay Out Event will occur
resulting in early payment of principal of the Notes.
Despite the reduction in gross yield available to the Master Trust,
sufficient shared excess finance charge collections are currently available to
make payments of interest on the Notes and to meet the other obligations of
the Master Trust with respect to each of the series of certificates that it
has issued. Approximately 91% of the outstanding amount of the series of
certificates issued as part of Group I bear a floating interest rate that is
based upon one-month LIBOR. One-month LIBOR has decreased 4.51% from the
January 1, 2000 monthly period to the March 31, 2003 monthly period. As
one-month LIBOR has decreased, the interest payments on the floating rate
certificates have also decreased, thereby reducing the overall obligations of
the Master Trust, however, because the Class A Notes and Class B Notes are
fixed rate notes, there has not been a corresponding decrease in the
interest payments or the Base Rate for the Notes. The floating rate
certificates thus generate shared excess finance charge collections that are
available to Series 1999-3 and other fixed rate series. The amount of gross
portfolio yield and shared excess finance charge collections that the Master
Trust has generated over the past twelve months can be found in the table on
Annex B.
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Concurrently with this solicitation Chase USA is soliciting substantially
similar consents from the holders of Series 1996-2 and Series 1996-3 investor
certificates, both of which are fixed rate series. These other fixed rate
series are entitled to shared excess finance charge collections on a pro rata
basis with Series 1999-3. The continuing requirements of the other fixed rate
series may reduce the amount of shared finance charge collections available to
Series 1999-3 and may reduce the Average Trust Excess Spread Percentage and
thus may increase the likelihood of a Base Rate Pay Out Event. Approval of
this Amendment is not conditioned on approval of the respective amendments
by the holders of the other Series.
In light of these factors, Chase USA proposes the Amendment that would
have the effect of reducing the likelihood that a Base Rate Pay Out Event
would arise from a reduction in the Portfolio Yield and, therefore, reducing
the possibility of early repayment of principal to Noteholders due to such
reduction. Chase USA believes that, absent adoption of the Amendment, a Base
Rate Pay Out Event and acceleration of repayment of principal on the Notes
could occur at a time when cash flows on the receivables assigned to the
Master Trust would still be sufficient to the degree consistent with the
ratings of such Notes as originally assigned by the relevant Rating Agencies,
to support the ultimate payment of principal of, and full and timely payment
of interest on, such Notes. Noteholders could incur a loss as a result of the
proposed Amendment if the performance of the Master Trust's assets were worse
than is assumed by the Rating Agencies when they confirm their respective
ratings of the Notes, resulting in losses greater than the available credit
enhancement where such situation could have been avoided had the lower,
current Portfolio Yield triggered a Base Rate Pay Out Event early enough that
such losses would not have been greater than the available credit enhancement.
Although sufficient shared excess finance charge collections are
currently available to the Series 1999-3 series certificate, sufficient shared
excess finance charge collections may not always be available in the future,
particularly if the Master Trust experiences higher levels of charged-off
receivables or if the prime rate were to continue to decline. If shared excess
finance charge collections are not available to the Series 1999-3 series
certificate, then no amount of shared excess finance charge collections will
be included in the Portfolio Supplemented Yield and the calculation of the
Base Rate Pay Out Event will be determined in the same manner as it is
determined before this Amendment takes effect.
Terms of the Amendment
The Amendment adds a new defined term "Portfolio Supplemented Yield"
which replaces the term "Portfolio Yield" solely for the purpose of
determining whether a Base Rate Pay Out Event has occurred. If specified
conditions are met, the Portfolio Supplemented Yield will be equal to the
Portfolio Yield plus a specific amount of shared excess finance charge
collections otherwise available to the Series 1999-3 series certificate. The
amount of shared excess finance charge collections included in the calculation
of the Base Rate Pay Out Event varies with the Average Excess Spread
Percentage. "Average Excess Spread Percentage" means the amount (expressed as
an annualized percentage) by which the average Portfolio Yield for three
consecutive monthly periods exceeds the average Base Rate. Assuming sufficient
shared excess finance charge collections exist, the Amendment would have the
effect of adding in any one monthly period approximately (a) 0% to the
Portfolio Yield if the Average Excess Spread Percentage is greater than 1.50%,
(b) 0.50% to the Portfolio Yield if the Average Excess Spread Percentage is
greater
9
than 1% and less than or equal to 1.50%, (c) 1.00% to the Portfolio Yield if
the Average Excess Spread Percentage is greater than 0.50% and less than or
equal to 1.00% and (d) 1.50% to the Portfolio Yield if the Average Excess
Spread Percentage is less than or equal to 0.50%. However, if (i) the Average
Trust Excess Spread Percentage is less than or equal to 3.5% indicating that
the Base Rates for the series of certificates issued by the Master Trust has
increased or Portfolio Yield has decreased to a level where insufficient
shared excess finance charge collections exist, (ii) unreimbursed Investor
Interest Charge-offs exist indicating that the amount of receivables of the
Master Trust that have been charged off has increased to a level where the
series certificate and the Notes are experiencing a loss or (iii) if a
servicer default has occurred and is continuing, then no amount of shared
excess finance charge collections are included in Portfolio Supplemented
Yield. Under such circumstances, the occurrence of a Base Rate Pay Out Event
will be determined as if the Amendment had not been adopted.
In the event that the amount required to be included in Portfolio
Supplemented Yield is greater than the amount of shared excess finance charge
collections available to the Series 1999-3 series certificate, then only the
amount of shared excess finance charge collections available will be included
in Portfolio Supplemented Yield.
Rating Agency Confirmation
The Rating Agencies have indicated that adoption of the proposed
Amendment will not result in a reduction of their respective ratings of the
Notes or the series certificate. The Class A Notes are currently rated "AAA"
by Standard & Poor's Ratings Group and Fitch Ratings and "Aaa" by Moody's
Investors Service, Inc. The Class B Notes are currently rated "A" by Standard
& Poor's Ratings Group and Fitch Ratings and "A2" by Moody's Investors
Service, Inc. The Class C Notes are currently rated "BBB" by Standard & Poor's
Ratings Group and Fitch Ratings and "Baa2" by Moody's Investors Service, Inc.
The series certificate is currently rated "BBB" by Fitch Ratings.
The effectiveness of the Amendment will be subject to the receipt by the
Indenture Trustee and the Trustee of letters from the Rating Agencies
confirming that such Amendment will not result in a reduction or withdrawal of
their current ratings of the Notes or series certificate, respectively.
Financial Information
Attached hereto as Annex C are two tables setting forth the delinquency
and loss experience with respect to the Master Trust for the three months
ended March 31, 2003 and for the years ended December 31, 2000, 2001 and 2002.
"Number of days delinquent" means the number of days after the first billing
date following the original billing date in which the minimum payment was not
received; for example, 30 days delinquent means that the minimum payment was
not received within 60 days of the original billing date. Delinquencies are
calculated as a percentage of outstanding receivables as of the end of the
indicated month. "Average principal receivables outstanding" is the average of
the beginning of the month balance of the Master Trust's principal receivables
outstanding during the indicated period. "Gross charge-offs" shown include
only the principal portion of charged-off receivables. Also excluded
10
from gross charge-offs is the amount of any reductions in average principal
receivables outstanding due to fraud, returned goods or customer disputes.
Attached hereto as Annex D is a chart which sets forth with respect to
the Series 1999-3 series certificate the monthly Portfolio Yield, Base Rate
and excess spread percentage (which is the amount by which Portfolio Yield
exceeds the Base Rate), as well as the Average Excess Spread Percentage and
Average Trust Excess Spread Percentage each calculated by using the particular
month shown and the two months preceding it.
As Annexes B and C indicate, delinquencies and charge-offs have remained
relatively stable while gross portfolio yield has declined. Annex B also
illustrates the amount of shared excess finance charge collections that are
currently available in the Master Trust.
Federal Income Tax Considerations
Chase USA believes that under applicable current Treasury Regulations the
adoption of the Amendment would not be a "significant modification" to the
terms of the Notes. As a result, Noteholders would not recognize gain or loss
as a result of the Amendment, and future tax consequences to Noteholders would
be the same as if the Amendment had not been adopted.
However, no ruling is being requested from the Internal Revenue Service
(the "IRS") regarding the tax consequences of the Amendment. As a result, no
assurance can be given that the IRS or a court would not disagree with this
position. Moreover, the Amendment might have other tax consequences to
particular Noteholders in light of their own circumstances. As a result, the
above discussion is intended for general information only, and Noteholders
should consult their own tax advisors in determining the federal, state, local
and other tax consequences of the Amendment.
Consents
Authorization of the Amendment requires the Consent of Noteholders
representing more than 50% of the outstanding principal amount of the Notes
(excluding from such calculation the Notes, if any, that are owned by the
Owner Trust, Chase USA or any of its affiliates). In addition, payments on the
Notes that are deposited with the Indenture Trustee or any paying agent in
trust for the Noteholders are not considered outstanding.
As of the Record Date, the outstanding aggregate principal amount of the
Notes is $965,910,000. Accordingly, Consents from the Noteholders representing
more than $482,955,000 of the outstanding principal amount of the Notes are
necessary to approve the Amendment.
All of the Notes are registered in the name of Cede & Co., whose address
is 55 Water Street, New York, New York 10041. Cede & Co. is the nominee name
of DTC which is a securities depositary engaged in, among other things, the
business of effecting computerized book-entry transfers of securities
deposited with its participants, which are financial institutions such as
brokerage firms and banks.
11
Procedure for Consent
Noteholders who are registered holders on the Record Date should
complete, sign and date the accompanying Consent in accordance with the
instructions set forth therein and deliver, by mail, by hand or by telecopy,
the Consent to the solicitation agent, Mellon Investor Services LLC (the
"Solicitation Agent"), as follows:
Mellon Investor Services LLC
44 Wall Street, 7th Floor
New York, New York 10005
Attention: Adrian Rocco
Telecopy Number: (917) 320-6312 or (917) 320-6320
If you wish to obtain additional copies of the solicitation materials, please
telephone (888) 468-9726. If you have any questions regarding the solicitation
materials, please telephone Patricia Garvey of Chase USA at (302) 552-6317.
Only a registered holder of Notes (or such holder's authorized legal
representative) on the Record Date may execute a Consent. Any beneficial owner
of Notes who holds Notes through a broker, dealer, bank or other nominee must
contact that entity in order to give its consent with respect to the
Amendment. A letter of instruction is contained in the solicitation materials
provided along with this solicitation statement which may be used by a
beneficial owner to give such instructions to the applicable broker, dealer,
bank or other nominee.
If a Consent relates to fewer than all of the Notes registered in the
name of the Noteholder providing such Consent, such Noteholder must indicate
on the Consent the aggregate principal dollar amount of the Noteholder's
interest of the Notes to which the Consent relates. Otherwise the Consent will
be deemed to relate to all of the Notes registered in the name of such holder
at the close of business on the Record Date.
All questions as to the validity, form, eligibility (including time of
receipt) and the acceptance of Consents will be resolved by the Trustee, in
its sole discretion, whose determination shall be binding. The Trustee
reserves the absolute right to reject all Consents that are not in proper form
or the acceptance of which could, in the opinion of its counsel, be unlawful.
The Trustee also reserves the right to waive any irregularities or conditions
of delivery as to particular Consents. Unless waived, any irregularities in
connection with the deliveries must be cured within such time as the Trustee
determines. None of the Trustee, the Solicitation Agent, Chase USA or any
other person will be under any duty to give notification of any such
irregularities or waiver. Deliveries of such Consents will not be deemed to
have been properly made until such irregularities have been cured or waived.
The interpretation of the Trustee of the terms and conditions of this
solicitation shall be binding.
Revocation of Consents
Any Noteholder who gives its Consent to the Amendment may not revoke such
Consent. Any Noteholder who opposes or abstains with respect to the Amendment
on the accompanying form may revoke such opposition or abstention and give its
Consent to the Amendment (by delivering such Consent on the accompanying form
in accordance with the procedures described above)
12
at any time prior to the Solicitation Expiration Date. IF A PROPERLY EXECUTED
CONSENT IS RETURNED WITH NO INSTRUCTIONS GIVEN WITH RESPECT TO THE AMENDMENT,
THE CONSENT WILL BE DEEMED TO BE IN FAVOR OF THE AMENDMENT.
Effective Date of Amendment
Chase USA and the Trustee intend to execute the Amendment as soon as
practicable after the Solicitation Expiration Date if the requisite number of
Consents are obtained. The Amendment will be deemed to become effective as of
the first day of the monthly period in which the Amendment is executed,
subject to receipt of confirmation from the Rating Agencies that such
Amendment will not result in a reduction or withdrawal of their respective
current ratings of the Notes or series certificate. After the Amendment
becomes effective, it will bind all Noteholders whether or not they consented
to the adoption of the Amendment.
Other Matters
Directors, officers and employees of Chase USA may engage in further
solicitation of Consents by wire, mail or telephone or in person, without
compensation therefor other than reimbursement of expenses.
Chase USA has retained the Solicitation Agent to assist with the
solicitation for a fee not expected to exceed $17,000 exclusive of expenses.
All costs of the solicitation will be borne by Chase USA. Chase USA will
pay brokerage houses and other custodians, nominees and fiduciaries the
reasonable out-of-pocket expenses incurred by them in forwarding copies of
this solicitation statement and the Consent and any related documents to the
beneficial owners of the Notes held of record by such persons and in
forwarding Consents to their customers.
The mailing addresses of the principal executive offices of Chase USA
are:
White Clay Center Building 200
Route 273
Newark, Delaware 19711
These addresses are set forth in order to comply with rules of the
Securities and Exchange Commission (the "SEC") governing the solicitation.
Consents should be delivered, mailed or telecopied only to the Solicitation
Agent at the address as set forth above under the caption "Procedures for
Consent". Under no circumstances should Consents be mailed to Chase USA.
Incorporation of Other Documents By Reference
The SEC allows the Master Trust to "incorporate by reference" information
that it files with the SEC, which means that the Master Trust can disclose
important information to the Noteholders by referring them to those documents.
The information incorporated by reference is an important part of this
solicitation statement. The Master Trust incorporates by reference the
13
documents listed below under Item 13(b) of Schedule 14A of Regulation 14A
under the Securities Exchange Act of 1934, as amended. Such information was
filed in accordance with the letters dated January 16, 1991 and March 14,
1991, submitted to the Office of the Chief Counsel of the SEC on behalf of the
originators of the Master Trust:
The Owner Trust's Annual Report on Form 10-K for the fiscal year ended
December 31, 2002 filed on March 31, 2003.
The Master Trust's Current Reports on Form 8-K filed since January 1,
2000 that contain the Monthly Certificateholder's Statement for the
Notes.
In addition, all documents that the Master Trust files pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended, subsequent to the date of this solicitation statement and prior to
the Solicitation Expiration Date shall be deemed to be incorporated by
reference into this solicitation statement and to be a part hereof from the
date of filing such documents.
Noteholders may request a copy of these filings at no cost, by writing or
telephoning Chase USA at the following address:
Comptroller of Chase Manhattan Bank USA, National Association
500 Stanton Christiana Road
Floor 1
Newark, Delaware 19713
(302) 552-6310
Chase USA will respond to such request by first class mail or other equally
prompt means within one business day of receipt of such request.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superceded
for purposes of this solicitation statement to the extent that a statement
contained in this solicitation statement, or in any other subsequently filed
document which is also incorporated herein by reference, modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed to constitute a part of this solicitation statement except as so
modified or superseded.
PLEASE INDICATE YOUR CONSENT BY EXECUTING THE ENCLOSED CONSENT FORM AND
RETURNING IT PROMPTLY IN THE ENCLOSED POSTAGE-PAID ENVELOPE OR BY TELECOPY.
YOUR FAILURE TO ACT WILL HAVE THE SAME EFFECT AS IF YOU HAD VOTED AGAINST THE
AMENDMENT.
14
ANNEX A
GLOSSARY OF TERMS FOR SOLICITATION STATEMENT
"Average Trust Excess Spread Percentage" means the average amount for
three consecutive monthly periods (expressed as an annualized percentage) by
which the Portfolio Yield exceeds the weighted average of the Base Rates for
all series of certificates issued by the Master Trust included in Group One.
"Finance Charge Account" means a bank account held for the benefit of the
Noteholders in which the servicer will deposit collections of finance charge
receivables allocated to the Noteholders.
"Group One" means the group of series under the Master Trust to which the
Series 1999-3 series certificate belongs.
"Investor Interest" means an amount equal to the sum of (a) the initial
principal amount of the series certificate minus (b) the aggregate amount of
principal payments made to the Owner Trust as holder of the series
certificate, minus (c) the series certificateholder's proportionate share of
receivables that were charged off as uncollectible and not reimbursed and
minus (d) any other reallocated amounts pursuant to the Agreement.
"Investor Interest Charge-offs" mean reductions in the Investor Interest
due to receivables that were charged off as uncollectible.
"Portfolio Yield" means the annualized percentage equivalent of a
fraction, the numerator of which is the sum of (a) the amount of collections
of finance charge receivables for the monthly period, (b) investment earnings
on funds in the Principal Funding Account for the monthly period and (c) the
amounts withdrawn from the Accumulation Period Reserve Account in accordance
with the Series 1999-3 Supplement and deposited into the Finance Charge
Account for the monthly period, calculated on a cash basis, after subtracting
therefrom the amount of receivables which were charged off as uncollectible in
such monthly period, and the denominator of which is the Investor Interest as
of the last day of such monthly period.
"Principal Funding Account" means an eligible deposit account held for
the benefit of the series certificateholder in which collections of principal
receivables are accumulated.
"Accumulation Period Reserve Account" means an eligible deposit account
held for the benefit of the series certificateholder in which deposits and
withdrawals are made in accordance with the Series 1999-3 Supplement.
ANNEX B
CHASE CREDIT CARD MASTER TRUST
Gross Portfolio Yield Shared Excess Finance Charge Collections
--------------------- ----------------------------------------
(Annualized) (dollars in millions)
Mar-03 15.06% 132.5
Feb-03 14.72% 108.0
Jan-03 14.22% 108.8
Dec-02 15.64% 134.5
Nov-02 14.27% 104.3
Oct-02 15.25% 119.0
Sep-02 14.72% 120.4
Aug-02 15.04% 119.6
Jul-02 16.01% 139.0
Jun-02 13.97% 84.1
May-02 14.81% 100.4
Apr-02 14.80% 85.6
Mar-02 16.42% 89.9
Feb-02 14.64% 51.9
Jan-02 16.32% 61.8
ANNEX C
Delinquency Experience
Master Trust Portfolio
(dollar amounts in millions)
As of March 31, Year Ended December 31,
----------------------- ---------------------------------------------------------------------------
2003 2002 2001 2000
---------------------- ------------------------- ----------------------- -----------------------
Percentage Percentage Percentage Percentage
Number of Days Delinquent of Total Delinquent of Total Delinquent of Total Delinquent of Total
Delinquent Amount Receivables Amount Receivables Amount Receivables Amount Receivables
- -------------------- ---------- ----------- ---------- ----------- --------- ---------- ---------- -----------
30 to 59 Days....... $ 452 1.38% $ 460 1.40% $ 367 1.45% $ 306 1.39%
60 to 89 Days....... 324 0.99% 350 1.07% 282 1.11% 242 1.10%
90 Days or More..... 683 2.08% 663 2.02% 542 2.14% 477 2.17%
------ ---- ------ ---- ------ ---- ------ ----
TOTAL............ $1,459 4.44% $1,473 4.49% $1,191 4.70% $1,025 4.66%
====== ==== ====== ==== ====== ==== ====== ====
Loss Experience
Master Trust Portfolio
(dollar amounts in millions)
Three Months
Ended
March 31, Year Ended December 31,
------------- ---------------------------------------------------
2003 2002 2001 2000
------------- -------------- ------------ ----------
Average Principal Receivables Outstanding........ $32,268 $29,200 $21,504 $20,486
Gross Charge-Offs................................ 496 1,637 1,346 1,161
Recoveries....................................... 50 117 82 69
Net Charge-Offs.................................. 446 1,520 1,263 1,093
Net Charge-Offs as a Percentage of
Average Receivables Outstanding................ 5.52%* 5.21% 5.87% 5.33%
- ----------------
* Annualized figure
ANNEX D
CHASE CREDIT CARD OWNER TRUST 1999-3
AVERAGE TRUST
EXCESS SPREAD AVERAGE EXCESS EXCESS SPREAD
PORTFOLIO YIELD BASE RATE PERCENTAGE SPREAD PERCENTAGE PERCENTAGE
MAR-03 9.28% 8.31% 0.97% 0.82% 5.17%
FEB-03 9.43% 8.33% 1.10% 0.91% 5.22%
JAN-03 8.70% 8.32% 0.38% 0.85% 5.11%
DEC-02 9.56% 8.32% 1.24% 1.31% 5.41%
NOV-02 9.26% 8.32% 0.94% 1.46% 5.42%
OCT-02 10.07% 8.33% 1.74% 1.76% 5.60%
SEP-02 10.04% 8.35% 1.69% 2.17% 5.96%
AUG-02 10.20% 8.34% 1.86% 1.84% 5.58%
JUL-02 11.29% 8.33% 2.96% 1.79% 5.47%
JUN-02 9.03% 8.34% 0.69% 1.19% 4.85%
MAY-02 10.06% 8.34% 1.72% 1.68% 5.29%
APRIL-02 9.49% 8.33% 1.16% 1.38% 4.97%
MAR-02 10.49% 8.34% 2.15% 1.69% 5.28%
FEB-02 9.18% 8.35% 0.83% 2.04% 5.62%
JAN-02 10.45% 8.35% 2.10% 2.85% 6.35%
NOTE: Each of the foregoing terms is defined in the accompanying solicitation
statement.
ANNEX E
- ------------------------------------------------------------------------------
CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION
Transferor on and after June 1, 1996,
JPMORGAN CHASE BANK
(formerly The Chase Manhattan Bank),
Transferor prior to June 1, 1996 and Servicer
and
THE BANK OF NEW YORK,
Trustee
on behalf of the Certificateholders
of Chase Credit Card Master Trust
(formerly Chemical Master Credit Card Trust I)
----------------------------------------
AMENDMENT
Dated as of May ___, 2003
to
SERIES 1999-3 SUPPLEMENT
Dated as of September 29, 1999
TO
THIRD AMENDED AND RESTATED
POOLING AND SERVICING AGREEMENT
Dated as of November 15, 1999
--------------------------------------------
AMENDMENT NO. 1, dated as of May ___, 2003 (this "Amendment"), to
the Series 1999-3 Supplement, dated as of September 29, 1999 (the
"Supplement") to the Third Amended and Restated Pooling and Servicing
Agreement, dated as of November 15, 1999 (as amended by the First Amendment,
dated as of March 31, 2001, and by the Second Amendment, dated as of March 1,
2002, and as supplemented, the "Pooling and Servicing Agreement") by and among
CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION ("Chase USA"), as Transferor on
and after June 1, 1996, JPMORGAN CHASE BANK (formerly The Chase Manhattan
Bank), as Transferor prior to June 1, 1996, and as Servicer, and THE BANK OF
NEW YORK, as Trustee.
WHEREAS, Section 13.1(c) of the Pooling and Servicing Agreement
provides that the Servicer, the Transferor and the Trustee, with the consent
of Certificateholders evidencing undivided interests aggregating more than 50%
of the Investor Interest of each and every Series adversely affected, may
amend the Pooling and Servicing Agreement or any supplement from time to time
for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of the Pooling and Servicing Agreement or
any supplement or of modifying in any manner the rights of the
Certificateholders of any Series;
WHEREAS, the Servicer, the Transferor and the Trustee desire to
amend the Supplement as set forth below;
WHEREAS, the Trustee has received the consent of at least a majority
of the Certificateholders of the Series 1999-3 Certificates issued and
outstanding under the Pooling and Servicing Agreement as supplemented by the
Supplement; and
WHEREAS, all other conditions precedent to the execution of this
Amendment have been complied with;
NOW, THEREFORE, the Servicer, the Transferor and the Trustee are
executing and delivering this Amendment in order to amend the Supplement in
the manner set forth below.
Capitalized terms used but not defined herein shall have the
meanings assigned to them in the Pooling and Servicing Agreement.
SECTION 1. Amendment to Section 2.
(a) Section 2 of the Supplement is hereby amended by adding the
following defined terms in appropriate alphabetical order:
" `Average Excess Spread Percentage' shall mean,
on any Determination Date, the average (expressed as a per
annum rate) of the Excess Spread Percentages for the three
consecutive Monthly Periods preceding such date."
" `Average Trust Excess Spread Percentage' shall
mean, on any Distribution Date, the average (expressed as
a per annum rate) of the Trust
2
Excess Spread Percentages for the three consecutive
Distribution Dates ending on such date."
"`Excess Spread Percentage' shall mean, with
respect to any Monthly Period, the amount, if any, by
which (i) the Portfolio Yield exceeds (ii) the Base Rate."
" `Portfolio Supplemented Yield' shall mean,
with respect to any Monthly Period, the annualized
percentage equivalent of a fraction, the numerator of
which is an amount equal to the sum of (a) the amount of
Collections of Finance Charge Receivables deposited into
the Finance Charge Account and allocable to the Investor
Certificates for such Monthly Period, (b) the Principal
Funding Investment Proceeds deposited into the Finance
Charge Account on the Transfer Date related to such
Monthly Period, (c) the amount of the Accumulation Period
Reserve Draw Amount (up to the Available Accumulation
Period Reserve Account Amount) on the related Transfer
Date plus any amounts of interest and earnings described
in subsections 4.14(b), (c) and (d) each deposited into
the Finance Charge Account on the Transfer Date relating
to such Monthly Period, and (d) for any Monthly Period (1)
for which the Average Trust Excess Spread Percentage as of
the related Distribution Date was greater than 3.5%, (2)
for which (after giving effect to all allocations made on
such Distribution Date) there were no unreimbursed
Investor Charge-Offs pursuant to Section 4.10 and (3) for
which no Servicer Default has occurred and is continuing,
Required Shared Excess Finance Charge Collections up to
the amount of the Shared Excess Finance Charge Collections
available to Series 1999-3 pursuant to Section 4.9 on the
Transfer Date relating to such Monthly Period, such sum to
be calculated on a cash basis after subtracting the
Investor Default Amount for such Monthly Period, and the
denominator of which is the Investor Interest as of the
close of business on the last day of such Monthly Period."
" `Required Shared Excess Finance Charge
Collections' shall mean, on any Transfer Date, the amount
determined as set forth below on such Transfer Date:
3
Average Excess Spread Percentage on such Transfer The Required Shared
Date is: Excess Finance Charge
Collections is:
Greater Than: And Less Than Or Equal To:
1.50% -- -0-
1.00% 1.50% $402,463
0.50% 1.00% $804,925
-- 0.50% $1,207,388
" `Trust Excess Spread Percentage' shall mean,
with respect to any Monthly Period, the amount, if any, by
which the (i) Portfolio Yield exceeds the (ii) the
weighted average of the Base Rates for all Series in Group
1."
SECTION 2. Amendments to Section 9. Section 9(c) of the Supplement
shall be amended by deleting the reference to "Portfolio Yield" and inserting
in lieu thereof the following: "Portfolio Supplemented Yield".
SECTION 3. No Waiver. The execution and delivery of this Amendment
shall not constitute a waiver of a past default under the Supplement or the
Pooling and Servicing Agreement or impair any right consequent thereon.
SECTION 4. Pooling and Servicing Agreement in Full Force and Effect
as Amended. Except as specifically amended or waived hereby, all of the terms
and conditions of the Pooling and Servicing Agreement and the Supplement shall
remain in full force and effect. All references to the Pooling and Servicing
Agreement and the Supplement in any other document or instrument shall be
deemed to mean such Pooling and Servicing Agreement and the Supplement as
amended by this Amendment. This Amendment shall not constitute a novation of
the Pooling and Servicing Agreement or the Supplement, but shall constitute an
amendment thereof. The parties hereto agree to be bound by the terms and
obligations of the Pooling and Servicing Agreement and the Supplement, as
amended by this Amendment, as though the terms and obligations of the Pooling
and Servicing Agreement and the Supplement were set forth herein.
SECTION 5. Counterparts. This Amendment may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and all of which counterparts shall constitute
one and the same instrument.
4
SECTION 6. GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND DUTIES
OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
SECTION 7. Effective Date. This Amendment shall become effective as
of the first day of _____, 2003.
5
IN WITNESS WHEREOF, the Servicer, the Transferor and the Trustee
have caused this Amendment to be duly executed by their respective officers,
thereunto duly authorized, as of the day and year first above written.
CHASE MANHATTAN BANK USA,
NATIONAL ASSOCIATION
Transferor on and after June 1, 1996
By:________________________________
Name:
Title:
JPMORGAN CHASE BANK (formerly the Chase
Manhattan Bank), Transferor prior to
June 1, 1996 and Servicer
By:________________________________
Name:
Title:
THE BANK OF NEW YORK,
Trustee
By:________________________________
Name:
Title:
6
CHASE CREDIT CARD OWNER TRUST 1999-3
CLASS A 6.66% ASSET BACKED NOTES, SERIES 1999-3 CONSENT
SOLICITED ON BEHALF OF
CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION,
UNDER THE POOLING AND SERVICING AGREEMENT
The undersigned holder of the Class A 6.66% Asset Backed Notes, Series
1999-3 issued by Chase Credit Card Owner Trust 1999-3 hereby
[_] Consents to [_] Opposes [_] Abstains from voting on
the execution and delivery of the amendment to the Series 1999-3 Supplement
dated as of September 29, 1999 to the Pooling and Servicing Agreement under
which the series certificate was issued, as set forth in the solicitation
statement, dated April [ ], 2003, by Chase Manhattan Bank, USA, National
Association ("Chase USA") to the holders of the notes, which amendment has
been proposed by Chase USA.
If you indicate an amount in the following space, this Consent shall be
effective with respect to only the principal amount of notes indicated.
$
--------------
If you leave the preceding space blank, this Consent shall be
effective with respect to all notes of which you are the registered holder.
(Please sign and date below)
IF THIS CONSENT IS SIGNED BUT NOT MARKED ABOVE, IT WILL BE DEEMED TO BE IN
FAVOR OF THE AMENDMENT.
Signature Date:
--------------------------- ---------------------
Signature
---------------------------
(if held jointly)
Please date and sign as your name appears hereon and return in the enclosed
envelope or by telecopy as provided in the solicitation statement. If acting
as executor, administrator, trustee or guardian, you should so indicate when
signing. If the signer is a corporation, please sign the corporate name by
duly authorized officer. If notes are held in the name of more than one
person, each noteholder should sign the Consent.
CHASE CREDIT CARD OWNER TRUST 1999-3
CLASS B 6.95% ASSET BACKED NOTES, SERIES 1999-3 CONSENT
SOLICITED ON BEHALF OF
CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION,
UNDER THE POOLING AND SERVICING AGREEMENT
The undersigned holder of the Class B 6.95% Asset Backed Notes, Series
1999-3 issued by Chase Credit Card Owner Trust 1999-3 hereby
[_] Consents to [_] Opposes [_] Abstains from voting on
the execution and delivery of the amendment to the Series 1999-3 Supplement
dated as of September 29, 1999 to the Pooling and Servicing Agreement under
which the series certificate was issued, as set forth in the solicitation
statement, dated April [ ], 2003, by Chase Manhattan Bank, USA, National
Association ("Chase USA") to the holders of the notes, which amendment has
been proposed by Chase USA.
If you indicate an amount in the following space, this Consent shall be
effective with respect to only the principal amount of notes indicated.
$
--------------
If you leave the preceding space blank, this Consent shall be
effective with respect to all notes of which you are the registered holder.
(Please sign and date below)
IF THIS CONSENT IS SIGNED BUT NOT MARKED ABOVE, IT WILL BE DEEMED TO BE IN
FAVOR OF THE AMENDMENT.
Signature Date:
--------------------------- ---------------------
Signature
---------------------------
(if held jointly)
Please date and sign as your name appears hereon and return in the enclosed
envelope or by telecopy as provided in the solicitation statement. If acting
as executor, administrator, trustee or guardian, you should so indicate when
signing. If the signer is a corporation, please sign the corporate name by
duly authorized officer. If notes are held in the name of more than one
person, each noteholder should sign the Consent.
CHASE CREDIT CARD OWNER TRUST 1999-3
CLASS C FLOATING RATE ASSET BACKED NOTES, SERIES 1999-3 CONSENT
SOLICITED ON BEHALF OF
CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION,
UNDER THE POOLING AND SERVICING AGREEMENT
The undersigned holder of the Class C Floating Rate Asset Backed Notes,
Series 1999-3 issued by Chase Credit Card Owner Trust 1999-3 hereby
[_] Consents to [_] Opposes [_] Abstains from voting on
the execution and delivery of the amendment to the Series 1999-3 Supplement
dated as of September 29, 1999 to the Pooling and Servicing Agreement under
which the series certificate was issued, as set forth in the solicitation
statement, dated April [ ], 2003, by Chase Manhattan Bank, USA, National
Association ("Chase USA") to the holders of the notes, which amendment has
been proposed by Chase USA.
If you indicate an amount in the following space, this Consent shall be
effective with respect to only the principal amount of notes indicated.
$
--------------
If you leave the preceding space blank, this Consent shall be effective
with respect to all notes of which you are the registered holder.
(Please sign and date below)
IF THIS CONSENT IS SIGNED BUT NOT MARKED ABOVE, IT WILL BE DEEMED TO BE IN
FAVOR OF THE AMENDMENT.
Signature Date:
--------------------------- ---------------------
Signature
---------------------------
(if held jointly)
Please date and sign as your name appears hereon and return in the enclosed
envelope or by telecopy as provided in the solicitation statement. If acting
as executor, administrator, trustee or guardian, you should so indicate when
signing. If the signer is a corporation, please sign the corporate name by
duly authorized officer. If notes are held in the name of more than one
person, each noteholder should sign the Consent.
CHASE CREDIT CARD MASTER TRUST (ISSUER)
CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION (DEPOSITOR)
Solicitation of Consents with respect to
Class A 6.66% Asset Backed Notes, Series 1999-3 (CUSIP No. 16151RAA1)
Class B 6.95% Asset Backed Notes, Series 1999-3 (CUSIP No. 16151RAB9)
Class C Floating Rate Asset Backed Notes Series 1999-3 (CUSIP No. 16151RAC7)
Pursuant to the Solicitation Statement dated April ___, 2003
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THE CONSENT SOLICITATION COMMENCES ON_______, 2003 AND WILL EXPIRE AT 5:00
P.M. NEW YORK CITY TIME ON THE EARLIER OF MAY __, 2003 AND THE DATE ON WHICH
THE REQUIRED NUMBER OF CONSENTS ARE OBTAINED UNLESS EXTENDED (THE
"SOLICITATION EXPIRATION DATE"). ANY NOTEHOLDER THAT CONSENTS TO THE AMENDMENT
ON THE ACCOMPANYING FORM MAY NOT REVOKE SUCH CONSENT. ANY NOTEHOLDER WHO
OPPOSES OR ABSTAINS ON THE ACCOMPANYING FORM MAY REVOKE SUCH OPPOSITION OR
ABSTENTION UNDER THE CIRCUMSTANCES DESCRIBED IN THE SOLICITATION STATEMENT (AS
DEFINED).
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April ___, 2003
To Our Clients,
Enclosed for your consideration are the Solicitation Statement dated
April __, 2003 (the "Solicitation Statement") and the related Consent Form in
connection with the solicitation by Chase Manhattan Bank USA, National
Association ("Chase USA") of consents from holders of Class A 6.66% Asset
Backed Notes, Series 1999-3, Class B 6.95% Asset Backed Notes, Series 1999-3
and Class C Floating Rate Asset Backed Notes, Series 1999-3 of the Chase
Credit Card Owner Trust 1999-3 to the amendment (the "Proposed Amendment") to
the Series 1999-3 Supplement dated as of September 29, 1999 to the Pooling and
Servicing Agreement pursuant to which the series certificate that secures your
notes was issued.
We are the holder of the notes held for your account. Consent to the
Proposed Amendment may be given only by us as the holder and pursuant to your
instructions. The Consent Form is furnished to you for your information only
and cannot be used by you to consent to the Proposed Amendment in respect of
notes held by us for your account.
We request instructions as to whether you wish to consent to the Proposed
Amendment upon the terms and subject to the conditions set forth in the
Solicitation Statement and the related Consent Form. We urge you to read the
Solicitation Statement and the related Consent Form carefully before
instructing us to deliver or withhold consents. Your instructions to us should
be
forwarded as promptly as possible in order to permit us to deliver consents
on your behalf in accordance with the provisions of the Solicitation
Statement.
The consent solicitation will expire on the Solicitation Expiration Date.
If the requisite consents are received and accepted and the Proposed Amendment
is executed and becomes effective upon the satisfaction of the conditions
described in the enclosed Solicitation Statement, the Proposed Amendment will
be binding on all holders.
If you wish to have us consent to the Proposed Amendment, please so
instruct us by completing, executing and returning to us the instruction form
that follows prior to the Solicitation Expiration Date.
THE CONSENT SOLICITATION WILL NOT BE MADE TO, NOR WILL CONSENTS BE
ACCEPTED BY OR ON BEHALF OF, BENEFICIAL OWNERS OF INTERESTS IN NOTES IN ANY
JURISDICTION IN WHICH THE MAKING OF THE CONSENT SOLICITATION OR ACCEPTANCE
THEREOF WOULD NOT BE IN COMPLIANCE WITH THE LAWS OF SUCH JURISDICTION.
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Instructions from beneficial owner regarding delivery of consents
relating to Proposed Amendment with respect to
the Series 1999-3 Supplement to the Pooling and
Servicing Agreement governing the
Class A 6.66% Asset Backed Notes, Series 1999-3 (Cusip No. 163151RAA1)
Class B 6.95% Asset Backed Notes, Series 1999-3 (Cusip No. 16151RAB9)
Class C Floating Rate Notes, Series 1999-3 (Cusip No. 16151RAC7)
The undersigned acknowledge(s) receipt of your letter, the Solicitation
Statement and the related Consent Form, in connection with the consent
solicitation by Chase Manhattan Bank, National Association.
The undersigned, as the beneficial owner of the principal amount of notes
listed below with respect to which you are the holder, hereby authorizes and
directs you to execute and deliver the Consent Form to evidence the consent to
the Proposed Amendment by the undersigned. You are further authorized and
directed to take all such other or further action as may be necessary to carry
out and effectuate the purpose and intent of these instructions.
[_] Please deliver my consent to the Proposed Amendment with
respect to the principal amount of notes held by you for my
account or benefit.
[_] Please do not deliver my consent to the Proposed Amendment
for the principal amount of notes held by you for my account
or benefit.
[_] Please abstain from voting on the Proposed Amendment for
the principal amount of notes held by you for my account or
benefit.
If you indicate an amount in the following space, your instructions
indicated above shall be effective with respect to only the principal amount
of notes indicated (must be in integral multiples of $1,000).
$
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If you leave the preceding space blank, your instructions indicated above
shall be effective with respect to the entire principal amount of notes which
we hold for your account or benefit.
(Please sign and date below)
IF THIS CONSENT IS SIGNED BUT NOT MARKED ABOVE, IT WILL BE DEEMED TO BE IN
FAVOR OF THE PROPOSED AMENDMENT.
Date: , 2003
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Signature(s)
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Please print name(s) here
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