CHASE MANHATTAN CREDIT CARD MASTER TRUST
UNDERWRITING AGREEMENT
----------------------
STANDARD TERMS
(June 3, 1996)
CHASE SECURITIES INC.
270 Park Avenue
New York, New York 10017
Ladies and Gentlemen:
1. Introductory. From time to time The Chase Manhattan Bank (USA) (the
"Seller"), proposes to issue one or more series (each, a "Series") of its Asset
Backed Certificates (the "Certificates") and, with respect to each such series
of Certificates, to enter into a Terms Agreement (each, a "Terms Agreement")
with you, as the representative (the "Representative") of the underwriters named
in Schedule I thereto, and, subject to the terms and conditions stated or
incorporated by reference in such Terms Agreement, to cause the Chase Manhattan
Credit Card Master Trust (the "Trust") to issue and sell such Series of
Certificates to such underwriters. Each such Terms Agreement shall be in the
form of Annex I hereto, with such additions and deletions as the parties thereto
may determine, and shall incorporate by reference therein the provisions of
these Standard Terms. As used herein in connection with any Terms Agreement, the
term "Offered Series" refers only to the Series of Certificates offered pursuant
to such Terms Agreement, and the term "Underwriters" refers only to the
underwriters named in such Terms Agreement.
2. Representations and Warranties of the Seller. The Seller represents
and warrants to Underwriters, as of the date of the related Terms Agreement, as
follows:
(a) a registration statement (the "Initial Registration Statement") on
Form S-3, including a prospectus and such amendments thereto as may have
been required prior to the date of the related Terms Agreement, and, if
applicable, one or more additional registration statements filed pursuant
to Rules 429 and/or 462 under the Act, (each, an "Additional Registration
Statement"), relating to the Certificates and the offering thereof from
time to time in accordance with Rule 415 under the Securities Act of 1933,
as amended (the "Act"), have been filed with the Securities and Exchange
Commission (the "Commission"); such registration statements may have
included one or more preliminary prospectuses and prospectus supplements
(each, a "Preliminary Prospectus") meeting the requirements of Rule 430 of
the Act; such registration statements, as amended, have become effective;
such registration statement(s), as amended, and the prospectus relating to
the sale of the Offered
Series constituting a part thereof, as from time to time amended or
supplemented with respect to the Offered Series (including any prospectus
filed with the Commission pursuant to Rule 424(b) of the rules and
regulations of the Commission (the "Rules and Regulations") under the Act),
are respectively referred to herein as the "Registration Statements" and
the "Prospectus"; and the conditions to the use of a registration statement
on Form S-3 under the Act, as set forth in the General Instructions to Form
S-3, and the conditions of Rule 415 under the Act, have been satisfied with
respect to the Registration Statements;
(b) as of the date of execution of the related Terms Agreement, each
Registration Statement and the Prospectus, except with respect to any
modification to which you have agreed, shall be in all substantive respects
in the form furnished to you prior to such date or, to the extent not
completed on such date, shall contain only such specific additional
information and other changes (beyond that contained in the latest
Preliminary Prospectus that has previously been furnished to you) as the
Seller has advised you, prior to such time, will be included or made
therein;
(c) each Registration Statement, on its effective date, and the
Prospectus, as of the filing date of the most recent supplement thereto,
complied in all material respects with the applicable requirements of the
Act and the Rules and Regulations, and did not include any untrue statement
of a material fact or, in the case of any Registration Statement, omit to
state any material fact required to be stated therein or necessary to make
the statements therein not misleading or, in the case of the Prospectus,
omit to state any material fact necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading,
and on the date of the related Terms Agreement, each Registration Statement
and the Prospectus will comply in all material respects with the applicable
requirements of the Act and the Rules and Regulations, and neither of such
documents included or will include any untrue statement of a material fact
or omit to state any material fact required to be stated therein or
necessary to make the statements therein not misleading; provided, however,
that the foregoing does not apply to information contained in or omitted
from any Registration Statement or the Prospectus based upon written
information furnished to the Seller by any Underwriter in connection with
the preparation of any Registration Statement or the Prospectus;
(d) the Seller is a banking corporation duly organized and validly
existing in good standing under the laws of the jurisdiction of its
organization, with full corporate power, authority and legal right to own
its properties and conduct its business as described in the Prospectus, is
duly qualified to do business and is in good standing (or is exempt from
such requirements), and has obtained all necessary licenses and approvals
in each jurisdiction in which failure to so qualify or obtain such licenses
and approvals would have a material adverse effect on the interests of
Certificateholders under the Pooling and Servicing Agreement or under any
Supplement;
(e) the Certificates of the Offered Series, on the date of such Terms
Agreement, will have been duly and validly authorized and, when such
Certificates are duly and validly executed by or on behalf of the Seller,
authenticated by the Trustee and delivered in
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accordance with the Pooling and Servicing Agreement and the related
Supplement and delivered and paid for as provided herein, will be validly
issued and outstanding and entitled to the benefits and security afforded
by the Pooling and Servicing Agreement and the related Supplement;
(f) the execution, delivery and performance by the Seller of this
Agreement, the related Terms Agreement, any related agreement to provide
credit enhancement for the Offered Series (an "Enhancement Agreement"), the
Pooling and Servicing Agreement, the related Supplement and the
Certificates of such Series, and the consummation by such Seller of the
transactions provided for herein and therein, have been, or will have been,
duly authorized by the Seller by all necessary corporate action on the part
of the Seller; and neither the execution and delivery by the Seller of such
instruments, nor the performance by the Seller of the transactions herein
or therein contemplated, nor the compliance by the Seller with the
provisions hereof or thereof, will (i) conflict with or result in a breach
of any of the material terms and provisions of, or constitute a material
default under, any of the provisions of the articles of association or by-
laws of the Seller, or (ii) conflict with any of the provisions of any law,
governmental rule, regulation, judgment, decree or order binding on the
Seller or its properties, or (iii) conflict with any of the material
provisions of any indenture, mortgage, contract or other instrument to
which the Seller is a party or by which it is bound, or (iv) result in the
creation or imposition of any lien, charge or encumbrance upon any of its
property pursuant to the terms of any such indenture, mortgage, contract or
other instrument;
(g) when executed and delivered by the parties thereto, the Pooling
and Servicing Agreement and the related Supplement will constitute a legal,
valid and binding obligation of the Seller, enforceable against the Seller
in accordance with its terms, except to the extent that the enforceability
thereof may be subject to bankruptcy, insolvency, reorganization,
conservatorship, moratorium or other similar laws now or hereafter in
effect relating to creditors' rights as such laws would apply in the event
of the insolvency, liquidation or reorganization or other similar
occurrence with respect to the Seller or in the event of any moratorium or
similar occurrence affecting the Seller and to general principles of
equity;
(h) all approvals, authorizations, consents, orders or other actions
of any person, corporation or other organization, or of any court,
governmental agency or body or official (except with respect to the state
securities or "blue sky" laws of various jurisdictions), required in
connection with the valid and proper authorization, issuance and sale of
the Certificates of the Offered Series pursuant to this Agreement, the
related Terms Agreement, the Pooling and Servicing Agreement and the
related Supplement, has been or will be taken or obtained on or prior to
the applicable Delivery Date;
(i) this Agreement has been and, as of the date thereof, the related
Terms Agreement will have been duly executed and delivered by the Seller;
(j) the Seller has delivered to you complete and correct copies of
publicly available portions of the Consolidated Reports of Condition and
Income of the Seller for the
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three most recent fiscal years for which such reports have been submitted
to the Comptroller of the Currency; except as set forth in or contemplated
in the Registration Statements and the Prospectus, there has been no
material adverse change in the condition (financial or otherwise) of the
Seller since December 31, 1994; and
(k) any taxes, fees and other governmental charges in connection with
the execution, delivery and performance of this Agreement, the related
Terms Agreement, the Pooling and Servicing Agreement, the related
Supplement and the Certificates of the Offered Series shall have been paid
or will be paid by or on behalf of the Seller at or prior to the applicable
Delivery Date to the extent then due.
3. Purchase, Sale and Delivery of Certificates. Delivery of and payment
for the Certificates of the Offered Series will be made at the offices of The
Chase Manhattan Bank at 270 Park Avenue, New York, New York 10017, at such time
as shall be specified in or pursuant to the related Terms Agreement, or at such
other time and place as you and the Seller shall agree upon, such time being the
"Delivery Date" with respect to the Offered Series. Delivery of such
Certificates shall be made by the Seller to the Underwriters against payment of
the purchase price specified in the related Terms Agreement in same day funds
wired to such bank as may be designated by the Seller, or by such other manner
of payment as may be agreed upon by the Seller and you. Unless otherwise
provided in the related Terms Agreement, payment for the Certificates shall be
made against delivery thereof to The Depository Trust Company ("DTC") for the
respective accounts of the several Underwriters. Unless otherwise provided in
the related Terms Agreement, such Certificates shall be registered in the name
of Cede & Co., as nominee for DTC, and will be made available for inspection and
packaging by you at the office where delivery and payment for such Certificates
is to take place, not later than 1:00 P.M., New York City time, on the Business
Day prior to the Delivery Date.
4. Offering by Underwriters. Unless otherwise specified by the related
Terms Agreement:
(a) Each Underwriter severally agrees that, if it is a foreign
broker or dealer not eligible for membership in the National Association of
Securities Dealers, Inc. (the "NASD"), it will not effect any transaction
in the Certificates within the United States, its territories or
possessions, or with persons who are citizens thereof or residents therein,
or will it induce or attempt to induce the purchase of or sale of the
Certificates within the United States, its territories or possessions, or
with persons who are citizens thereof or residents therein, except that it
shall be permitted to make sales to the other Underwriters or to its United
States affiliates provided that such sales are made in compliance with an
exemption of certain foreign brokers or dealers under Rule 15a-6 under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
conformity with the Rules of Fair Practice of the NASD as such Rules apply
to non-NASD brokers or dealers.
(b) Each Underwriter severally agrees that (i) it has complied
and will comply with all applicable provisions of the Financial Services
Act 1986 and the Public Offers of Securities Regulations 1995 (the
"Regulations") with respect to anything done by it in relation to the
Certificates in, from or otherwise involving the United Kingdom; (ii)
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(b) it has only issued or passed on and will only issue or pass
on to any person in the United Kingdom any document received by it in
connection with the issue of the Certificates if that person is of a kind
described in Article 11(3) of the Financial Services Act 1986 (Investment
Advertisements) (Exemptions) Order 1995; and (c) it has not offered or sold
and, during the period of six months from the date hereof, will not offer
or sell any Certificates to persons in the United Kingdom except to persons
whose ordinary activities involve them in acquiring, holding, managing, or
disposing of investments (as principal or agent) for the purposes of their
businesses or otherwise in circumstances which have not resulted and will
not result in an offer to the public in the United Kingdom within the
meaning of the Regulations.
(c) The Underwriters are not requesting that the Seller or Trust
register the Certificates under the "blue sky" laws of any state or
territory of the United States because the Underwriters are relying upon
exemptions from such laws available for sales to certain institutional
investors.
5. Covenants of the Seller. The Seller hereby severally covenants and
agrees with the Underwriters that:
(a) concurrently with the execution of the related Terms Agreement,
the Seller will prepare a Prospectus Supplement setting forth the amount of
Certificates covered thereby and the terms thereof not otherwise specified
in the Prospectus, the price at which such Certificates are to be purchased
by the Underwriters from the Seller, either the initial public offering
price or the method by which the price at which such Certificates are to be
sold will be determined, the selling concessions and allowances, if any,
and such other information as the Seller deems appropriate in connection
with the offering of such Certificates, but the Seller will not file any
amendments to any Registration Statement as in effect with respect to the
Offered Series, or any amendments or supplements to the Prospectus with
respect to the Offered Series, unless it shall first have delivered copies
of such amendments or supplements to you, or if you shall have reasonably
objected thereto promptly after receipt thereof; the Seller will
immediately advise you or your counsel (i) when notice is received from the
Commission that any post-effective amendment to any Registration Statement
with respect to the Offered Series has become or will become effective and
(ii) of any order or communication suspending or preventing, or threatening
to suspend or prevent, the offer and sale of the Certificates of the
Offered Series or of any proceedings or examinations that may lead to such
an order or communication, whether by or of the Commission or any authority
administering any state securities or "blue sky" law, as soon as the Seller
is advised thereof, and will use their reasonable efforts to prevent the
issuance of any such order or communication and to obtain as soon as
possible its lifting, if issued;
(b) if, at any time when a Prospectus relating to the Offered Series
is required to be delivered under the Act, any event occurs as a result of
which the Prospectus as then amended or supplemented would include any
untrue statement of a material fact or omit to state any material fact
necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading, or if it is necessary at any
time to amend or supplement the Prospectus to comply with the Act or the
Rules and
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Regulations, the Seller will promptly prepare and (subject to review and no
reasonable objection by you as described in Section 5(a) hereof) file with
the Commission, an amendment or supplement that will correct such statement
or omission or an amendment that will effect such compliance;
(c) the Seller will make generally available to the holders of the
Certificates (the "Certificateholders") of the Offered Series, in each case
as soon as practicable, a statement which will satisfy the provisions of
Section 11(a) of the Act and Rule 158 of the Commission with respect to the
Offered Series;
(d) the Seller will furnish to each of you copies of each Registration
Statement (at least one copy to be delivered to each of you will be signed
and will include all documents and exhibits thereto or incorporated by
reference therein), the Prospectus, and all amendments and supplements to
such documents, in each case as soon as available and in such quantities as
you reasonably request;
(e) the Seller will assist you in arranging for the qualification of
the Offered Series for sale and the determination of their eligibility for
investment under the laws of such jurisdictions as you designate and will
continue to assist you in maintaining such qualifications in effect so long
as required for the distribution; provided, however, that neither the
Seller nor the Trust shall be required to qualify to do business in any
jurisdiction where it is now not qualified or to take any action which
would subject it to general or unlimited service of process in any
jurisdiction in which it is now not subject to service of process; and
(f) the Seller will pay all expenses incident to the performance of
its obligations under this Agreement and the related Terms Agreement and
will reimburse the Underwriters for any expenses reasonably incurred by
them in connection with qualification of the Offered Series of Certificates
and determination of their eligibility for investment under the laws of
such jurisdictions as you may designate (including reasonable fees and
disbursements of its counsel) and the printing of memoranda relating
thereto, for any fees charged by investment rating agencies for the rating
of such Certificates and, to the extent previously agreed upon with you,
for expenses incurred in distributing the Prospectus (including any
amendments and supplements thereto) to the Underwriters.
6. Conditions to the Obligations of the Underwriters. The obligations of
the several Underwriters named in the related Terms Agreement to purchase and
pay for the Certificates of the Offered Series will be subject to the accuracy
of the representations and warranties on the part of the Seller herein as of the
date of the related Terms Agreement and as of the applicable Delivery Date, to
the accuracy of the statements of the Seller made pursuant to the provisions
thereof, to the performance by each Seller in all material respects of its
obligations hereunder and to the following additional conditions precedent:
(a) you shall have received a letter from Price Waterhouse LLP or
other independent accountants acceptable to you, dated the applicable
Delivery Date, in a form reasonably satisfactory to you;
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(b) all actions required to be taken and all filings required to be
made by the Seller under the Act prior to the Delivery Date for the
Certificates of the Offered Series shall have been duly taken or made; and
prior to the applicable Delivery Date, no stop order suspending the
effectiveness of any Registration Statement shall have been issued and no
proceedings for that purpose shall have been instituted or, to the
knowledge of the Seller, threatened by the Commission;
(c) unless otherwise specified in the related Terms Agreement, the
Offered Series shall be rated at the time of issuance in the highest rating
category by Standard & Poor's Ratings Group and Moody's Investors Service,
Inc. and shall not have been placed on any credit watch with a negative
implication for downgrade;
(d) you shall have received an opinion of counsel to the Seller, which
counsel may be Andrew Semmelman, Vice President and Senior Associate
Counsel of the Seller, or counsel otherwise reasonably acceptable to you,
dated the applicable Delivery Date, substantially to the effect that:
(i) the Seller is a banking corporation duly organized, validly
existing and in good standing under the laws of the jurisdiction of
its organization, with full corporate power and corporate authority to
own its assets and operate its business as described in the
Prospectus, and had at all relevant times and now has, the power,
authority and legal right to acquire, own and service the Accounts and
the Receivables;
(ii) the Seller has full corporate power and corporate authority
to sign each Registration Statement and to execute and deliver this
Agreement, the related Terms Agreement, any related Enhancement
Agreement, the Pooling and Servicing Agreement and the related
Supplement and to consummate the transactions contemplated herein and
therein;
(iii) the agreements referred to in clause (ii) above have been
authorized by all necessary corporate action on the part of the
Seller, and have been duly executed and delivered by the Seller;
(iv) the Certificates of the Offered Series have been duly
authorized by all necessary corporate action of the Seller;
(v) no consent, approval, authorization or order of, or filing
with, any governmental agency or body or any court is required under
applicable Federal banking law for the consummation of the
transactions contemplated herein, in the related Terms Agreement, the
Pooling and Servicing Agreement, the related Supplement or any related
Enhancement Agreement;
(vi) neither the execution, delivery and performance by the
Seller of its obligations under this Agreement, the related Terms
Agreement, the related
7
Supplement, the Pooling and Servicing Agreement or any related
Enhancement Agreement, the transfer of the Receivables to the Trust,
the issuance and sale of the Certificates of the Offered Series, nor
the consummation of any other of the transactions contemplated herein,
in the related Terms Agreement, the related Supplement, the Pooling
and Servicing Agreement or any related Enhancement Agreement, will
conflict with, result in a material breach of or violation of any of
the terms of, or constitute a default under, the Articles of
Association or By-laws of the Seller, as amended, or any rule, order,
statute or regulation, to the extent the foregoing relate to Federal
banking law, of any court, regulatory body, administrative agency or
governmental body having jurisdiction over the Seller or the terms of
any material indenture or other material agreement or instrument known
to such counsel to which the Seller is a party or by which it or its
properties are bound; and
(vii) except as otherwise disclosed in the Prospectus and the
Registration Statements, there are no actions, proceedings or
investigations pending or, to the best of such counsel's knowledge,
threatened before any court, administrative agency or other tribunal
(A) asserting the invalidity of this Agreement, the related Terms
Agreement, the related Supplement, the Pooling and Servicing
Agreement, any related Enhancement Agreement or the Certificates of
the Offered Series, (B) seeking to prevent the issuance of the
Certificates or the consummation of any of the transactions
contemplated by this Agreement, the related Terms Agreement, the
related Supplement, the Pooling and Servicing Agreement, any related
Enhancement Agreement or the Certificates, which if adversely
determined would materially and adversely affect the performance by
the Seller of its obligations under, or the validity or enforceability
of, this Agreement, the related Terms Agreement, the related
Supplement, the Pooling and Servicing Agreement, any related
Enhancement Agreement or the Certificates, or (C) seeking adversely to
affect the federal income tax attributes of the Certificates as
described in the Prospectus under the headings "Prospectus Summary --
Tax Status" and "Tax Matters";
(e) you shall have received an opinion of Martin R. Joyce, Vice
President and Senior Associate Counsel of the Seller (or such other counsel
as shall be specified in the related Terms Agreement), dated the applicable
Delivery Date, in form and substance satisfactory to you and your counsel,
to the effect that:
(i) this Agreement and the related Terms Agreement have been duly
authorized, executed and delivered by the Seller;
(ii) any related Enhancement Agreement, the Pooling and Servicing
Agreement and the related Supplement each constitutes the legal, valid
and binding agreement of the Seller, enforceable against the Seller in
accordance with its terms, subject, as to enforcement, to (A) the
effect of bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium, conservatorship, receivership, or other similar laws of
general applicability relating to or affecting creditors' rights
generally or the
8
rights of creditors of national banking associations, and (B) the
application of general principles of equity (regardless of whether
enforceability is considered in a proceeding in equity or at law);
(iii) each Registration Statement has become effective under the
Act and the Prospectus has been filed with the Commission pursuant to
Rule 424(b) promulgated under the Act; to the best of such counsel's
knowledge, no stop order suspending the effectiveness of any
Registration Statement has been issued and no proceedings for that
purpose have been instituted or threatened under the Act; and each
Registration Statement as of its effective date and the Prospectus as
of its date (in each case, other than the financial and statistical
information therein as to which such counsel express no opinion)
complied as to form in all material respects with the requirements of
the Act and the rules and regulations promulgated thereunder;
(iv) this Agreement, the related Terms Agreement, any related
Enhancement Agreement, the Pooling and Servicing Agreement, the
related Supplement and the Certificates conform in all material
respects to the descriptions thereof contained in the Registration
Statements and the Prospectus; and
(v) the Pooling and Servicing Agreement and the related
Supplement will not be required to be qualified under the Trust
Indenture Act of 1939, as amended, and the Trust is not, and
immediately following the sale of the Offered Series pursuant hereto
will not be, required to be, registered under the 1940 Act;
such counsel also shall state that he has no reason to believe that at the
Effective Date any Registration Statement contained any untrue statement of
a material fact or omitted to state any material fact required to be stated
therein or necessary to make the statements therein not misleading or that
the Prospectus as of its date includes any untrue statement of a material
fact or omits to state a material fact necessary to make the statements
therein, in the light of the circumstances under which they were made, not
misleading (other than financial and statistical information contained
therein as to which such counsel need express no opinion); in rendering
such opinion counsel may rely on the opinion referred to in paragraph (d)
above;
(f) you shall have received an opinion or opinions of Richards, Layton
& Finger (or such other counsel as shall be specified in the related Terms
Agreement), special counsel for the Seller, dated the Delivery Date, in
form and substance satisfactory to you and your counsel, with respect to
certain matters relating to the transfer of the Receivables and the
assignment of any related Enhancement to the Trust, with respect to the
perfection of the Trust's interest in the Receivables and certain other
matters;
(g) the Representative shall have received an opinion of Orrick,
Herrington & Sutcliffe, special tax counsel to the Seller, to the effect
that the statements in each Registration Statement and the Prospectus under
the headings "Prospectus Summary - Tax Status", "Prospectus Summary-"ERISA
Considerations", "Certain Federal Income Tax Consequences" and "ERISA
Considerations", to the extent that they constitute matters of
9
law or legal conclusions with respect thereto, have been prepared or
reviewed by such counsel and are correct in all material respects;
(h) you shall have received from Orrick, Herrington & Sutcliffe (or
such other counsel as may be named in the related Terms Agreement), special
counsel for the Underwriters, such opinion or opinions, dated the Delivery
Date, in form and substance satisfactory to you, with respect to the
organization of each Seller, the validity of the Certificates, each
Registration Statement, the Prospectus and other related matters as you may
require, and the Seller shall have furnished to such counsel such documents
as they may reasonably request for the purpose of enabling them to pass
upon such matters;
(i) you shall have received a certificate, dated the Delivery Date, of
a Vice President or more senior officer of the Seller in which such
officer, to the best of his or her knowledge after reasonable
investigation, shall state that (A) the representations and warranties of
the Seller in this Agreement are true and correct in all material respects
on and as of the Delivery Date, (B) the Seller has complied with all
agreements and satisfied all conditions on its part to be performed or
satisfied hereunder and under the related Terms Agreement at or prior to
the applicable Delivery Date, (C) each Registration Statement has become
effective, no stop order suspending the effectiveness of any Registration
Statement has been issued and no proceedings for that purpose have been
instituted or are threatened by the Commission and (D) subsequent to the
date of the Prospectus, there has been no material adverse change in the
condition (financial or otherwise) of the Seller except as set forth in or
contemplated in the Registration Statements and the Prospectus or as
described in such certificate;
(j) you shall have received an opinion of Orrick, Herrington &
Sutcliffe (or such other counsel as may be named in the related Terms
Agreement), counsel to the Trustee, dated the applicable Delivery Date, in
form and substance satisfactory to you and your counsel, to the effect
that:
(i) the Trustee has been duly incorporated and is validly
existing as a banking corporation under the laws of the State of New
York and has the power and authority to enter into and to perform all
actions required of it under the Pooling and Servicing Agreement and
the related Supplement;
(ii) each of the Pooling and Servicing Agreement and the related
Supplement has been duly authorized, executed and delivered by the
Trustee and constitutes a legal, valid and binding obligation of the
Trustee, enforceable against the Trustee in accordance with its terms,
except as such enforceability may be limited by (A) bankruptcy,
insolvency, liquidation, reorganization, moratorium, conservatorship,
receivership or other similar laws now or hereinafter in effect
relating to the enforcement of creditors' rights in general, as such
laws would apply in the event of a bankruptcy, insolvency,
liquidation, reorganization, moratorium, conservatorship, receivership
or similar occurrence affecting the Trustee, and (B) general
principles of equity (regardless of whether such enforceability is
considered
10
in a proceeding in equity or at law) as well as concepts of
reasonableness, good faith and fair dealing;
(iii) the Certificates of the Offered Series have been duly
authenticated and delivered by the Trustee;
(iv) the execution and delivery of the Pooling and Servicing
Agreement and the related Supplement by the Trustee and the
performance by the Trustee of their respective terms do not conflict
with or result in a violation of (A) any law or regulation of the
United States of America or the State of New York governing the
banking or trust powers of the Trustee, or (B) the Certificate of
Incorporation or By-laws of the Trustee; and
(v) no approval, authorization or other action by, or filing
with, any governmental authority of the United States of America or
the State of New York having jurisdiction over the banking or trust
powers of the Trustee is required in connection with the execution and
delivery by the Trustee of the Pooling and Servicing Agreement and the
related Supplement or the performance by the Trustee thereunder;
(k) there shall not have occurred, at any time on or prior to the
Delivery Date, any of the following events: (i) trading in securities
generally on the New York Stock Exchange shall have been suspended or
materially limited, or there shall have been any setting of minimum prices
for trading on such exchange, (ii) a general moratorium on commercial
banking activities in New York or Delaware shall have been declared by any
of Federal, New York or Delaware authorities, (iii) there shall have
occurred any material outbreak or escalation of hostilities or other
calamity or crisis, the effect of which on the financial markets of the
United States is such as to make it, in your reasonable judgment as
Representative of the Underwriters, impracticable to market the Offered
Series on the terms and in the manner contemplated in the Prospectus or
(iv) any change or any development involving a prospective change,
materially and adversely affecting (A) the Trust Assets taken as a whole or
(B) the business or properties of the Seller, which, in your reasonable
judgment as Representative of the Underwriters, in the case of either (A)
or (B), makes it impracticable to market the Offered Series on the terms
and in the manner contemplated in the Prospectus; and
(l) you shall have received an opinion or opinions of counsel to the
Enhancement Provider, if any, dated the Delivery Date and satisfactory in
form and substance to you and your counsel, to the effect that:
(i) the Enhancement Provider is duly organized and validly
existing under the laws of the jurisdiction of its incorporation, is
duly qualified and/or licensed to do business in all jurisdictions
where the nature of its operations as contemplated in the related
Enhancement Agreement requires such qualification, and has the power
and authority (corporate and other) to enter into the related
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Enhancement Agreement and to perform its obligations under the related
Enhancement Agreement; and
(ii) the related Enhancement Agreement has been duly authorized,
executed and delivered by the Enhancement Provider, and constitutes
the legal, valid and binding obligating of the Enhancement Provider,
enforceable in accordance with its terms, except to the extent that
the enforceability thereof may be subject to bankruptcy, insolvency,
reorganization, conservatorship, moratorium or other similar laws now
or hereafter in effect relating to creditors' rights as such laws
would apply in the event of the insolvency, liquidation or
reorganization or other similar occurrence with respect to the
Enhancement Provider or in the event of any moratorium or similar
occurrence affecting the Enhancement Provider.
The Seller will furnish you with such conformed copies of such opinions,
certificates, letters and documents as you reasonably request.
7. Indemnification.
(a) The Seller will indemnify and hold harmless each Underwriter and each
person, if any, who controls any Underwriter within the meaning of the Act or
the Exchange Act and the respective officers, directors and employees of each
such person, against any losses, claims, damages or liabilities, joint or
several, to which such Underwriter or such controlling person may become
subject, under the Act, the Exchange Act or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out of or
are based upon any untrue statement or alleged untrue statement of any material
fact contained in any Registration Statement, the Prospectus or any amendment or
supplement thereto relating to the Offered Series, or arise out of or are based
upon the omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not misleading;
and will reimburse each Underwriter and each such officer, director, employee or
controlling person for any legal or other expenses reasonably incurred by such
Underwriter and each such officer, director, employee or controlling person in
connection with investigating or defending any such loss, claim, damage,
liability or action; provided, however, that (i) the Seller will not be liable
in any such case to the extent that any such loss, claim, damage or liability
arises out of or is based upon any such untrue statement or alleged untrue
statement in or omission or alleged omission made in any such documents in
reliance upon and in conformity with written information furnished to the Seller
by an Underwriter specifically for use therein and (ii) such indemnity with
respect to any untrue statement or omission in any Preliminary Prospectus shall
not inure to the benefit of any Underwriter (or any person controlling such
Underwriter) from whom the person asserting any such loss, claim, damage or
liability purchased the Certificates which are the subject thereof, if such
person was not given or sent a copy of the Prospectus including the related
Prospectus Supplement excluding documents incorporated therein by reference, at
or prior to the confirmation of the sale of such Certificates to such person in
any case where such delivery is required by the Act and the untrue statement or
omission of a material fact contained in any Preliminary Prospectus and forming
the basis for the related cause of action was corrected in the Prospectus or the
related Prospectus Supplement. This indemnity agreement will be in addition to
any liability that either Seller may otherwise have.
12
(b) Each Underwriter severally, and not jointly, will indemnify and hold
harmless the Seller, each of its directors, each of its officers who have signed
any Registration Statement and each person, if any, who controls the Seller
within the meaning of the Act or the Exchange Act and the respective officers,
directors and employees of each such person against any losses, claims, damages
or liabilities to which the Seller or any such director, officer or controlling
person may become subject, under the Act, the Exchange Act or otherwise, insofar
as such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon any untrue statement or alleged untrue statement
of any material fact contained in any Registration Statement, the Prospectus, or
any amendment or supplement thereto relating to the Offered Series, or arise out
of or are based upon the omission or the alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, in each case to the extent, but only to the extent, that
such untrue statement or alleged untrue statement or omission or alleged
omission was made in reliance upon and in conformity with written information
furnished to the Seller by such Underwriter specifically for use therein, and
will reimburse any legal or other expenses reasonably incurred by the Seller or
any such director, officer or controlling person in connection with
investigating or defending any such loss, claim, damage, liability or action.
This indemnity agreement will be in addition to any liability that such
Underwriter may otherwise have.
(c) Promptly after receipt by an indemnified party under this Section of
notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against the indemnifying party under this
Section, notify the indemnifying party of the commencement thereof; but the
omission and/or delay so to notify the indemnifying party will not relieve it
from any liability which it may have to any indemnified party otherwise than in
this Section; in case any such action is brought against any indemnified party,
and it notified the indemnifying party of the commencement thereof, the
indemnifying party will be entitled to participate therein, and, to the extent
that it may elect by written notice jointly with any other indemnifying party
similarly notified, to assume the defense thereof, with counsel satisfactory to
such indemnified party, and after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof, the
indemnifying party will not be liable to such indemnified party under this
Section for any legal or other expenses subsequently incurred by such
indemnified party in connection with defense thereof other than reasonable costs
of investigation. If the defendants in any action include both the indemnified
party and the indemnifying party and the indemnified party shall have reasonably
concluded that there may be legal defenses available to it and/or other
indemnified parties that are different from or additional to those available to
the indemnifying party, the indemnified party or parties shall have the right to
select separate counsel to assert such legal defenses and to otherwise
participate in the defense of such action on behalf of such indemnified party or
parties. No indemnifying party may avoid its duty to indemnify under this
Section 7 if such indemnifying party shall, without the prior written consent of
the indemnified party, effect any settlement or compromise of, or consent to the
entry of any judgment in, any pending or threatened action in respect of which
any indemnified party is or could have been a party and indemnity could have
been sought hereunder by such indemnified party unless such settlement includes
an unconditional release of such indemnified party from all liability on any
claims that are the subject matter of such action. An indemnifying party shall
not be liable for any settlement of any claim effected without its consent.
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(d) If recovery is not available under the foregoing indemnification
provisions of this Section for any reason other than as specified therein, the
parties entitled to indemnification by the terms thereof shall be entitled to
contribution to liabilities and expenses, except to the extent that contribution
is not permitted under Section 11(f) of the Act. In determining the amount of
contribution to which the respective parties are entitled, there shall be
considered the relative fault of each party in connection with the statement or
omission that resulted in such liabilities and expenses. The relative fault the
parties shall be determined by reference to, among other things, the parties'
relative knowledge and access to information concerning the matter with respect
to which the claim was asserted, the opportunity to correct and prevent any
statement or omission, and any other equitable considerations appropriate under
the circumstances. The Seller and the Underwriters agree that it would not be
equitable if the amount of such contribution were determined by pro rata or per
capita allocation (even if the Underwriters were treated as one entity for such
purpose).
8. Default of Underwriters. If any Underwriter or Underwriters default
in their obligations to purchase Certificates of the Offered Series hereunder
and under the related Terms Agreement and the aggregate principal amount of such
Certificates which such defaulting Underwriter or Underwriters agreed, but
failed, to purchase does not exceed 10% of the total principal amount of the
Offered Series set forth in such Terms Agreement, you may make arrangements
satisfactory to the Seller for the purchase of such Certificates by other
persons, including any of the Underwriters, but if no such arrangements are made
within a period of 36 hours after the applicable Delivery Date, the non-
defaulting Underwriters shall be obligated severally, in proportion to their
respective total commitments hereunder and under such Terms Agreement, to
purchase the Certificates which such defaulting Underwriters agreed but failed
to purchase. If such Underwriter or Underwriters so default and the aggregate
principal amount of Certificates with respect to which such default or defaults
occur is more than 10% of the total principal amount of the Offered Series set
forth in such Terms Agreement and arrangements satisfactory to you and the
Seller for the purchase of such Certificates by other persons are not made
within 36 hours after such default, such Terms Agreement will terminate without
liability on the part of any non-defaulting Underwriter or the Company, except
as provided in Section 10. As used in this Agreement, the term "Underwriter"
includes any person substituted for an Underwriter under this Section. Nothing
herein will relieve a defaulting Underwriter from liability for its default.
9. Survival of Certain Representations and Obligations. The respective
indemnities, agreements, representations, warranties and other statements by
each Seller or its officers and of the several Underwriters set forth in or made
pursuant to this Agreement will remain in full force and effect, regardless of
any investigation, or statement as to the results thereof, made by or on behalf
of the Underwriters, the Seller or any its officers or directors or any
controlling person, and will survive delivery of and payment of the
Certificates.
If this Agreement is terminated pursuant to Section 8 or if for any reason
the purchase of the Certificates by the Underwriters is not consummated, the
Seller shall remain responsible for the expenses to be paid or reimbursed by
them pursuant to Section 5(g), and the obligations of the Seller and the
Underwriters pursuant to Sections 7 and 8 shall remain in effect.
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11. Notices. All communications hereunder will be in writing and, if sent
to the Representative or the Underwriters, will be mailed, delivered or
telegraphed and confirmed to the Representative at: Chase Securities, Inc., 1
Chase Manhattan Plaza, 10th Floor, New York, NY 10081, Attention: David
Daughtrey, or, if sent to the Seller, will be mailed, delivered or telegraphed
and confirmed to: The Chase Manhattan Bank (USA), 802 Delaware Avenue,
Wilmington, Delaware 19801, Attention: President.
12. Successors. This Agreement will inure to the benefit of and be
binding upon the parties hereto and their respective successors and the
officers, directors and controlling persons referred to in Section 7 hereof, and
their successors and assigns, and no other person will have any right or
obligation hereunder.
13. Representative of Underwriters. You will act as Representative for
the several Underwriters in connection with this financing, and any action under
this Agreement and any Terms Agreement taken by you as Representative will be
binding upon all the Underwriters identified in such Terms Agreement.
14. Applicable Law. THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
15
If the foregoing is in accordance with your understanding of our agreement,
please sign and return to us a counterpart hereof, whereupon it will become a
binding agreement among the Seller and the several Underwriters in accordance
with its terms. Alternatively, the execution of this Agreement by each Seller
and its acceptance by or on behalf of the Underwriters may be evidenced by an
exchange of telegraphic or other written communications.
Very truly yours,
THE CHASE MANHATTAN BANK (USA),
as Seller
By ___________________________________
Name:
Title:
The foregoing Agreement is hereby
confirmed and accepted as of
the date first above written.
CHASE SECURITIES, INC.,
as Underwriter
By _______________________________
Name:
Title:
16
ANNEX I
TERMS AGREEMENT
__________, 19__
Chase Securities, Inc.,
as Representative of the Underwriters
set forth on Schedule I hereto
1 Chase Manhattan Plaza
New York, New York 10081
Ladies and Gentlemen:
We propose to issue and to sell to you and the other underwriters
named on Schedule I hereto $______________ aggregate principal amount of the
Asset Backed Certificates, Series _____ (the "Offered Series") of the Chase
Manhattan Credit Card Master Trust.
All the provisions contained in the Chase Manhattan Credit Card Master
Trust Underwriting Agreement Standard Terms (June 13, 1995) (the "Standard
Terms") are herein incorporated by reference in their entirety and shall be
deemed to be a part of this Agreement to the same extent as if such provisions
had been set forth in full herein. The terms of the Offered Series are set
forth in the Registration Statement or Registration Statements and the
Prospectus referred to in the Standard Terms, as supplemented by a prospectus
supplement dated _________, 19__ (the "Prospectus Supplement"), the form of
which has been supplied by you. Such Prospectus Supplement sets forth the
manner in which we will offer the Offered Series. The Offered Series will be
issued pursuant to the Pooling and Servicing Agreement referred to in such
Prospectus Supplement.
Subject to the terms and conditions set forth herein or incorporated
by reference herein, the Company hereby agrees to sell and we hereby agree to
purchase the Offered Series at _____% of their principal amount plus accrued
interest, if any, from _________, 19__ to the date of payment and delivery.
Payment for such Offered Series will be due upon delivery thereof at
17
[our offices at the address set forth above] [the offices of _______ at
___________] at 10:00 a.m. (New York time) on ____________, 19__ or at such
other time not later than [five business days thereafter] as shall be designated
by us.
Please confirm your agreement by having an authorized officer sign a
copy of this Agreement in the space set forth below and by returning the signed
copy to us.
Very truly yours,
THE CHASE MANHATTAN BANK (USA),
as Seller
By: ___________________________________
Title:
The foregoing Agreement is hereby
confirmed and accepted as of
the date first above written.
CHASE SECURITIES, INC.,
as Representative of the Underwriters
set forth on Schedule I hereto.
By: ________________________________
Title:
18
SCHEDULE I
[names of underwriters]
19