Exhibit 4.2
Execution Copy
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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 June 9, 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 June 9, 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 supplementd
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 term 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 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:
===============================================================================
Average Excess Spread
Percentage on such Transfer Date is:
The Required Shared
Excess Finance Charge
Collections is :
Greater Than: And Less Than Or Equal To:
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.
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 May 2003.
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: /s/ Patricia Garvey
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Name: Patricia Garvey
Title: Vice President
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: /s/ Miriam Korn Haimes
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Name: Miriam Korn Haimes
Title: Senior Vice President
THE BANK OF NEW YORK,
Trustee
By: /s/ Daniel Rothman
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Name: Daniel Rothman
Title: Assistant Vice President