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
/X/ Filed by the Registrant
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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 MASTER TRUST (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)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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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):
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4) Proposed maximum aggregate value of transaction:
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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.
1) Amount Previously Paid:
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April [ ], 2003
To the Holders of the
Class A 7.09% Asset Backed Certificates, Series 1996-3 and
Class B 7.27% Asset Backed Certificates, Series 1996-3 of
Chase Credit Card Master Trust
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 1996-3 Supplement dated as of May 30, 1996 to the Pooling and Servicing
Agreement (the "Agreement") pursuant to which the Class A certificates and Class
B certificates were issued by the 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 Class A certificates and the Class B
certificates 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 Class A
certificates and Class B certificates. If you hold your certificates 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
Class A certificates and the Class B certificates representing more than 50% of
the outstanding principal amount of the Class A certificates, Class B
certificates and collateral interest must be received. Accordingly, failure to
complete and return a Consent will have the effect of a negative vote.
Any Class A certificateholder or Class B certificateholder 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
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Senior Vice President
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CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION
SOLICITATION STATEMENT
Statement soliciting Consents of Investor Certificateholders with respect to a
proposed Amendment of the Series 1996-3 Supplement to the Pooling and Servicing
Agreement (the "Consent") governing the Investor Certificates issued by:
CHASE CREDIT CARD MASTER TRUST
Class A 7.09% Asset Backed Certificates, Series 1996-3 (Cusip No. 163762 AN7)
Class B 7.27% Asset Backed Certificates, Series 1996-3 (Cusip No. 163762 AP2)
This solicitation statement is furnished by Chase Manhattan Bank USA,
National Association ("Chase USA"), to holders of the Class A 7.09% Asset Backed
Certificates, Series 1996-3 (the "Class A Certificates") and the Class B 7.27%
Asset Backed Certificates, Series 1996-3 (the "Class B Certificates" and,
together with the Class A Certificates, the "Class A and Class B Certificates")
issued by Chase Credit Card Master Trust (the "Trust"). The 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 Class A and
Class B Certificates together with the related collateral interest
(collectively, the "Investor Certificates") were issued pursuant to the Series
1996-3 Supplement dated as of May 30, 1996 (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 Investor
Certificates ("Investor Certificateholders") to the execution and delivery of a
proposed Amendment (the "Amendment") to the Series Supplement. The record date
for determining the Investor Certificateholders 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 Investor
Certificateholders 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.
Approval of the Amendment requires the consent of Investor
Certificateholders holding more than 50% of the outstanding principal amount of
the Investor Certificates. The Amendment will be executed and delivered if
Consents are obtained from the required number of Investor Certificateholders on
or before the Solicitation Expiration Date (as defined below). Furthermore, the
Amendment will be executed and delivered only if the Trustee receives letters
from Standard & Poor's Ratings Group, Moody's Investors Service, Inc. and Fitch
Ratings (collectively, the "Rating Agencies"), confirming that adoption of the
Amendment will not result in a reduction or withdrawal of their respective
ratings of the Class A and Class B Certificates.
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 Investor
Certificateholders 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 Investor Certificateholders at any
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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 an Investor Certificate (or such holder's
authorized legal representative) on the Record Date may execute a Consent.
Giving a Consent will not affect the right of an Investor Certificateholder to
transfer an Investor Certificate, and such Consent will be binding on all
subsequent transferees of such Investor Certificate. As of the date of this
solicitation statement, all of the Class A and Class B Certificates are
registered in the name of a nominee of The Depository Trust Company ("DTC").
Chase USA anticipates that DTC, as nominee holder of the Class A and Class B
Certificates, will execute an omnibus proxy that will authorize its participants
to execute Consents with respect to the Class A and Class B Certificates owned
by such DTC participants as specified on the DTC position listing as of the
Record Date. Beneficial owners of Investor Certificates who hold their Investor
Certificates 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 Investor Certificateholder that executes a Consent to the Amendment
on the accompanying form may not revoke such Consent. Any Investor
Certificateholder 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.
Investor Certificateholders 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 Investor
Certificates, the Portfolio Yield (as defined below) for the Investor
Certificates has decreased while components of the base Rate have remained
constant due to the fixed rate coupon for the Class A and Class B Certificates.
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
1996-3 Investor Certificates. Shared excess finance charge collections are
generally the amount by which finance charge collections on the receivables in
the Trust allocable to the investor interests of all series exceed the aggregate
amount of allocable servicing fees, defaulted receivables (net of recoveries)
and interest on the outstanding investor certificates available from all
outstanding series of investor certificates issued by the Trust.
Shared excess finance charge collections are currently available to
cover shortfalls in amounts allocable to make payments of interest on the Class
A and Class B Certificates and to meet the other obligations of the Trust with
respect to each of the series of certificates that it has issued. However,
shared excess finance charge collections are not currently included in the
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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 Investor Certificates.
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 Investor Certificates and
(b) the proportionate share of servicing fee allocable to the Investor
Certificates 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, monthly
distributions of principal would commence on the first distribution date
following the occurrence of such event (although distributions of principal on
the Class B Certificates would not commence until the principal amount of the
Class A Certificates 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
Investor Certificateholders earlier than the respective scheduled payment dates
of such Investor Certificates. As a result, Investor Certificateholders are less
likely to need to reinvest early distributions of principal, at prevailing
interest rates that are currently significantly lower than the rates applicable
to the Class A and Class B Certificates. In the absence of a pay out event,
interest will continue to accrue and be paid to Investor Certificateholders on
the Investor Certificates at their current respective fixed 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 either the
Class A or Class B Certificates. Thus, Investor Certificateholders would
continue to hold Investor Certificates with the same ratings as those currently
assigned, but with a reduced likelihood of early distributions of principal.
Disadvantages of the Amendment
Although the Class A and Class B Certificates 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
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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, Investor
Certificateholders could incur a loss if the performance of the Trust's assets
were worse than is assumed by the Rating Agencies when they confirm their
respective ratings of the Class A and Class B Certificates, 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 Trust's assets. 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 Certificates 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
Certificates is not until June 15, 2006. Holders of the Class B Certificates
would begin receiving monthly distributions of principal on the first
distribution date after the Class A Certificates are repaid in full, even though
the scheduled principal payment date of the Class B Certificates is not until
July 15, 2006. 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 Investor
Certificateholders upon the occurrence of a Base Rate Pay Out Event is to
enhance the likelihood that Investor Certificateholders 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 Trust to the
extent that available credit enhancement would actually be depleted prior to
such Investor Certificateholders receiving such full return of their investment.
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 Investor Certificateholders 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 Trust to continue to make
scheduled payments of interest and cover losses attributable to charged-off
principal receivables allocable to Investor Certificateholders or to a rate that
would trigger amortization of the Investor Certificates 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.
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Portfolio Yield
Portfolio Yield is based on the amount of collections of finance charge
receivables received by the 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 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 Investor Certificates. A majority
of the credit card accounts held by the 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 Trust have been relatively stable in recent months, while
the gross portfolio yield for the 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.
The chart below shows the gross portfolio yield, payment rate and net
charge-off rate for the Trust portfolio for each month from January 2001 to
December 2002.
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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%
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7
"Gross portfolio yield" for any month means the total amount of
collected finance charges and interchange fees allocated to the 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 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 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 Trust have resulted in a
decreased Portfolio Yield on the Investor Certificates. 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
8.69% as of March 31, 2003, then a Base Rate Pay Out Event will occur resulting
in early payment of principal of the Investor Certificates.
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Despite the reduction in gross yield available to the Trust, sufficient
shared excess finance charge collections are currently available to make
payments of interest on the Class A and Class B Certificates and to meet the
other obligations of the Trust with respect to each of the series of
certificates that it has issued. Approximately 91% of the outstanding amount of
the Investor 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 Trust, however, because the Class A and Class B Certificates are fixed rate
certificates, there has not been a corresponding decrease in the interest
payments or the Base Rate for the Investor Certificates. The floating rate
certificates thus generate shared excess finance charge collections that are
available to Series 1996-3 and other fixed rate series. The amount of gross
portfolio yield and shared excess finance charge collections that the Trust has
generated over the past twelve months can be found in the table on Annex B.
Concurrently with this solicitation Chase USA is soliciting
substantially similar consents from the holders of Series 1996-2 and Series
1999-3 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 1996-3. The continuing requirements of the other
fixed rate series may reduce the amount of shared finance charge collections
available to Series 1996-3 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 Investor Certificateholders 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
Investor Certificates could occur at a time when cash flows on the receivables
assigned to the Trust would still be sufficient to the degree consistent with
the ratings of such Investor Certificates 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 Investor Certificates. Investor
Certificateholders could incur a loss as a result of the proposed Amendment if
the performance of the Trust's assets were worse than is assumed by the Rating
Agencies when they confirm their respective ratings of the Class A and Class B
Certificates, 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 1996-3 Investor Certificates, sufficient
shared excess finance charge collections may not always be available in the
future, particularly if the 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 1996-3 Investor
Certificates, then no amount of shared excess finance charge collections will be
included in the Portfolio Supplemented Yield and the
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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 1996-3 Investor Certificates. 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 approximately in any one
monthly period (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 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 investor certificates
issued by the 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 Trust that have been charged off has increased to a level
where Investor Certificates 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 1996-3 Investor Certificates, 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
Class A Certificates, which are currently rated "AAA" by Standard & Poor's
Ratings Group and Fitch Ratings and "Aaa" by Moody's Investors Service, Inc., or
the Class B Certificates, which are currently rated "A" by Standard & Poor's
Ratings Group and Fitch Ratings and "A2" by Moody's Investors Service, Inc.
The effectiveness of the Amendment will be subject to the receipt by
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
Class A and Class B Certificates.
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Financial Information
Attached hereto as Annex C are two tables setting forth the delinquency
and loss experience with respect to the 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 Trust's principal receivables outstanding during the
indicated period. "Gross charge-offs" shown include only the principal portion
of charged-off receivables. Also excluded 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 Investor Certificates 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 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 Class A and B Certificates. As a result, a holder of the Class A
and Class B Certificates would not recognize gain or loss as a result of the
Amendment, and future tax consequences to holders 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 holders of the Class A and Class B Certificates in light of their own
circumstances. As a result, the above discussion is intended for general
information only, and holders of Class A and Class B Certificates 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 Investor
Certificateholders representing more than 50% of the outstanding principal
amount of the Investor Certificates (including in such calculation the Investor
Certificates, if any, that are owned by Chase USA or any of its affiliates).
- 11 -
As of the Record Date, the outstanding aggregate principal amount of
the Investor Certificates is $468,163,441. Accordingly, Consents from the
Investor Certificateholders representing $234,081,721 or more of the
outstanding principal amount of the Investor Certificates are necessary to
approve the Amendment.
All of the Class A and Class B Certificates 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.
Procedure for Consent
Investor Certificateholders 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 Investor Certificates (or such holder's
authorized legal representative) on the Record Date may execute a Consent. Any
beneficial owner of Investor Certificates who hold certificates 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 Investor Certificates
registered in the name of the Investor Certificateholder providing such Consent,
such Investor Certificateholder must indicate on the Consent the aggregate
principal dollar amount of the Investor Certificates to which the Consent
relates. Otherwise the Consent will be deemed to relate to all of the Investor
Certificates 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
- 12 -
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 Investor Certificateholder who gives its Consent to the Amendment
may not revoke such Consent. Any Investor Certificateholder 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) 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
Class A and Class B Certificates. After the Amendment becomes effective, it will
bind all Investor Certificateholders 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 $16,000 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 Investor Certificates held of record by such persons
and in forwarding Consents to their customers.
- 13 -
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 "Procedure for
Consent". Under no circumstances should Consents be mailed to Chase USA.
Incorporation of Other Documents By Reference
The SEC allows the Trust to "incorporate by reference" information that
it files with the SEC, which means that the Trust can disclose important
information to the Investor Certificateholders by referring them to those
documents. The information incorporated by reference is an important part of
this solicitation statement. The Trust incorporates by reference the 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 Trust:
The Trust's Annual Report on Form 10-K for the fiscal year ended
December 31, 2002 filed on March 31, 2003.
The Trust's Current Reports on Form 8-K filed since January 1, 2000
that contain the Monthly Certificateholder's Statements for the
Investor Certificates.
In addition, all documents that the 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.
Investor Certificateholders 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.
- 14 -
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.
- 15 -
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 investor certificates issued by the Trust included in Group One.
"Finance Charge Account" means a bank account held for the benefit of
the Investor Certificateholders in which the servicer will deposit collections
of finance charge receivables allocated to the Investor Certificateholders.
"Group One" means the group of series under the Trust to which the
Series 1996-3 certificates belong.
"Investor Interest" means an amount equal to the sum of (a) the initial
principal amount of the Class A Certificates, Class B Certificates and
collateral interest minus (b) the aggregate amount of principal payments made to
the holders of the Class A Certificates, Class B Certificates and the collateral
interest, minus (c) the Class A Certificates', Class B Certificates'
and the collateral interests' 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 Reserve Account in accordance with the Series 1996-3
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 Investor Certificateholders in which collections of principal
receivables are accumulated.
"Reserve Account" means an eligible deposit account held for the
benefit of the Investor Certificateholders in which deposits and withdrawals are
made in accordance with the Series 1996-3 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 MASTER TRUST
SERIES 1996-3
AVERAGE TRUST
EXCESS SPREAD AVERAGE EXCESS EXCESS SPREAD
PORTFOLIO YIELD BASE RATE PERCENTAGE SPREAD PERCENTAGE PERCENTAGE
--------------- --------- ---------- ----------------- ----------
MAR - 03 9.28% 8.68% .60% .45% 5.17%
FEB - 03 9.43% 8.69% .74% .54% 5.22%
JAN -03 8.70% 8.69% .01% .48% 5.11%
DEC-02 9.56% 8.69% .87% .94% 5.41%
NOV-02 9.26% 8.69% .57% 1.09% 5.42%
OCT-02 10.07% 8.70% 1.37% 1.40% 5.60%
SEP-02 10.04% 8.71% 1.33% 1.80% 5.96%
AUG-02 10.20% 8.71% 1.49% 1.47% 5.58%
JUL-02 11.29% 8.70% 2.59% 1.42% 5.47%
JUN-02 9.03% 8.71% .32% .82% 4.84%
MAY-02 10.06% 8.71% 1.35% 1.31% 5.28%
APRIL-02 9.49% 8.69% .80% 1.02% 4.97%
MAR-02 10.49% 8.71% 1.78% 1.33% 5.28%
FEB-02 9.18% 8.71% .47% 1.68% 5.62%
JAN-02 10.45% 8.72% 1.73% 2.48% 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 1996-3 SUPPLEMENT
Dated as of May 30, 1996
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 1996-3 Supplement, dated as of May 30, 1996 (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 and prior to July 13,
1996, Chemical 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 1996-3 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 Reserve
Draw Amount (up to the Available Reserve Account Amount) on
the related Transfer Date plus any amounts of interest and
earnings described in subsections 4.15(b) 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 Class A Investor Charge-Offs, Class B Investor
Charge-Offs or Collateral 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 1996-3 pursuant to Section
4.11 on the Transfer Date relating to such Monthly Period,
such sum to be calculated on a cash basis after subtracting
the Aggregate 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 Date is:
And Less Than The Required Shared Excess
Greater Than: Or Equal To: Finance Charge Collections is:
- ------------- ------------- ------------------------------
1.50% -- -0-
1.00% 1.50% $195,068
0.50% 1.00% $390,138
-- 0.50% $585,204
"`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 and prior to July 13, 1996,
Chemical Bank),
Transferor prior to June 1, 1996 and Servicer
By:________________________________
Name:
Title:
THE BANK OF NEW YORK,
Trustee
By:________________________________
Name:
Title:
CHASE CREDIT CARD MASTER TRUST
CLASS A 7.09% ASSET BACKED CERTIFICATES, SERIES 1996-3 CONSENT
SOLICITED ON BEHALF OF
CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION,
UNDER THE POOLING AND SERVICING AGREEMENT
The undersigned holder of the Class A 7.09% Asset Backed Certificates,
Series 1996-3 issued by Chase Credit Card Master Trust hereby
/_/ Consents to /_/Opposes /_/ Abstains from voting on
the execution and delivery of the amendment to the Series 1996-3 Supplement
dated as of May 30, 1996 to the Pooling and Servicing Agreement under which the
certificates were 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 certificates, 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 certificates indicated.
$----------------
If you leave the preceding space blank, this Consent shall be effective
with respect to all certificates 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 certificates are held in the name of more than one
person, each certificateholder should sign the Consent.
CHASE CREDIT CARD MASTER TRUST
CLASS B 7.27% ASSET BACKED CERTIFICATES, SERIES 1996-3 CONSENT
SOLICITED ON BEHALF OF
CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION,
UNDER THE POOLING AND SERVICING AGREEMENT
The undersigned holder of the Class B 7.27% Asset Backed Certificates,
Series 1996-3 issued by Chase Credit Card Master Trust hereby
/_/ Consents to /_/Opposes /_/ Abstains from voting on
the execution and delivery of the amendment to the Series 1996-3 Supplement
dated as of May 30, 1996 to the Pooling and Servicing Agreement under which the
certificates were 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 certificates, 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 certificates indicated.
$----------------
If you leave the preceding space blank, this Consent shall be effective
with respect to all certificates 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 certificates are held in the name of more than one
person, each certificateholder 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 7.09% Asset Backed Certificates, Series 1996-3 (CUSIP No. 163762 AN7)
Class B 7.27% Asset Backed Certificates, Series 1996-3 (CUSIP No. 163762 AP2)
Pursuant to the Solicitation Statement dated April ___, 2003
- ------------------------------------------------------------------------------
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 CERTIFICATEHOLDER THAT CONSENTS TO THE AMENDMENT ON THE
ACCOMPANYING FORM MAY NOT REVOKE SUCH CONSENT. ANY CERTIFICATEHOLDER WHO OPPOSES
OR ABSTAINS ON THE ACCOMPANYING FORM MAY REVOKE SUCH OPPOSITION OR ABSTENTION
UNDER THE CIRCUMSTANCES DESCRIBED IN THE SOLICITATION STATEMENT (AS DEFINED).
- ------------------------------------------------------------------------------
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 7.09% Asset Backed
Certificates, Series 1996-3 and Class B 7.27% Asset Backed Certificates, Series
1996-3 of the Chase Credit Card Master Trust to the amendment (the "Proposed
Amendment") to the Series 1996-3 Supplement dated as of May 30, 1996 to the
Pooling and Servicing Agreement pursuant to which the certificates were issued.
We are the holder of the certificates 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 certificates 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 CERTIFICATES 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 1996-3
Supplement to the Pooling and Servicing Agreement governing the
Class A 7.09% Asset Backed Certificates, Series 1996-3 (Cusip No. 163762 AN7)
Class B 7.27% Asset Backed Certificates, Series 1996-3 (Cusip No. 163762 AP2)
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 USA, National Association.
The undersigned, as the beneficial owner of the principal amount of
certificates 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 certificates held by you
for my account or benefit.
/_/ Please do not deliver my consent to the Proposed Amendment
for the principal amount of certificates held by you for my
account or benefit.
/_/ Please abstain from voting on the Proposed Amendment for the
principal amount of certificates 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
certificates indicated (must be in integral multiples of $1,000).
$----------------
If you leave the preceding space blank, your instructions indicated
above shall be effective with respect to the entire principal amount of
certificates 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