EXHIBIT 4.1
CHASE CREDIT CARD MASTER TRUST
(formerly known as Chemical Master Credit Card Trust I)
CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION
(Transferor)
THE CHASE MANHATTAN BANK
(Servicer)
UNDERWRITING AGREEMENT
(Standard Terms)
February 19, 1997
Chase Securities Inc.
As Underwriter and as Representative
of the Underwriters named in the Terms Agreement
270 Park Avenue
New York, New York 10017
Ladies and Gentlemen:
Chase Manhattan Bank USA, National Association (the "Bank"),
proposes to cause the Chase Credit Card Master Trust (formerly known as
Chemical Master Credit Card Trust I) (the "Trust") to issue the Asset Backed
Certificates designated in the applicable Terms Agreement (as hereinafter
defined) (the "Certificates"). The Certificates will be issued pursuant to a
Pooling and Servicing Agreement (the "Pooling and Servicing Agreement")
described in the applicable Terms Agreement between the Bank, as Transferor on
and after June 1, 1996, The Chase Manhattan Bank, as Transferor prior to June
1, 1996 and as Servicer (the "Servicer"), and the trustee identified in the
applicable Terms Agreement (the "Trustee"), as supplemented by the Series
Supplement having the date stated in the applicable Terms Agreement, between
the Bank, as Transferor, the Servicer and the Trustee (the "Supplement"). The
Series of Certificates designated in the applicable Terms Agreement will be
sold in a public offering through the underwriters listed on Schedule I to the
applicable Terms Agreement, one or more of which may act as representative of
such underwriters (any underwriter through which Certificates are sold shall be
referred to herein as an "Underwriter" or,
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February 19, 1997
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collectively, all such Underwriters may be referred to as the "Underwriter";
any representatives thereof may be referred to herein as a "Representative").
Certificates of any Series sold to the Underwriters shall be sold pursuant to a
Terms Agreement by and between the Bank and the Representatives, a form of
which is attached hereto as Exhibit A (a "Terms Agreement"), which incorporates
by reference this Underwriting Agreement (the "Agreement," which may include
the applicable Terms Agreement if the context so requires). Any Series of
Certificates sold pursuant to any Terms Agreement may include the benefits of a
letter of credit, cash collateral guaranty or account, collateral interest,
surety bond, insurance policy, spread account, reserve account or other similar
arrangement for the benefit of the Certificateholders of such Series ("Credit
Enhancement"). With respect to any such Credit Enhancement, the Bank may enter
into an agreement (the "Credit Enhancement Agreement") by and between the Bank
and the provider of the Credit Enhancement (the "Credit Enhancement Provider").
The term "applicable Terms Agreement" means the Terms Agreement dated the date
hereof. Each Certificate will represent a specified percentage undivided
interest in the Trust. The assets of the Trust include, among other things,
certain amounts due on a portfolio of MasterCard(R) and VISA(R) revolving credit
card accounts of the Bank (the "Receivables"), and the benefit of the Credit
Enhancement, if any. To the extent not defined herein, capitalized terms used
herein have the meanings assigned to such terms in the Pooling and Servicing
Agreement. Unless otherwise stated herein or in the applicable Terms Agreement,
as the context otherwise requires or if such term is otherwise defined in the
Pooling and Servicing Agreement, each capitalized term used or defined herein or
in the applicable Terms Agreement shall relate only to the Series of
Certificates designated in the applicable Terms Agreement and no other Series of
Asset Backed Certificates issued by the Trust.
Section 1. Representations and Warranties of the Bank. Upon
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the execution of the applicable Terms Agreement, the Bank represents and
warrants to each Underwriter that:
(a) The Bank has prepared and filed with the Securities and
Exchange Commission (the "Commission") in accordance
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with the provisions of the Securities Act of 1933, as amended, and the
rules and regulations of the Commission thereunder (collectively, the
"Act"), a registration statement on Form S-3 (having the registration
number stated in the applicable Terms Agreement), including a form of
prospectus, relating to the Certificates. Such registration statement,
as amended at the time it was declared effective by the Commission,
including all material incorporated by reference therein, including all
information contained in any Additional Registration Statement (as
defined herein) and deemed to be part of such registration statement as
of the time such Additional Registration Statement (if any) was declared
effective by the Commission pursuant to the General Instructions of the
Form on which it was filed and including all information (if any) deemed
to be a part of such registration statement as of the time it was
declared effective by the Commission pursuant to Rule 430A(b) ("Rule
430A(b)") under the Act (such registration statement, the "Initial
Registration Statement") has been declared effective by the Commission.
If any post-effective amendment has been filed with respect to the
Initial Registration Statement, prior to the execution and delivery of
the applicable Terms Agreement, the most recent such amendment has been
declared effective by the Commission. If (i) an additional registration
statement, including the contents of the Initial Registration Statement
incorporated by reference therein and including all information (if any)
deemed to be a part of such additional registration statement pursuant to
Rule 430A(b)(the "Additional Registration Statement") relating to the
Certificates has been filed with the Commission pursuant to Rule 462(b)
("Rule 462(b)") under the Act and, if so filed, has become effective upon
filing pursuant to Rule 462(b), then the Certificates have been duly
registered under the Act pursuant to the Initial Registration Statement
and such Additional Registration Statement or (ii) an Additional
Registration Statement is proposed to be filed with the Commission
pursuant to Rule 462(b) and will become effective upon filing pursuant to
Rule 462(b), then upon such filing the Certificates will have been duly
registered under the Act pursuant to the Initial Registration Statement
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February 19, 1997
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and such Additional Registration Statement. If the Bank does not propose
to amend the Initial Registration Statement or, if an Additional
Registration Statement has been filed and the Bank does not propose to
amend it and if any post-effective amendment to either such registration
statement has been filed with the Commission prior to the execution and
delivery of the applicable Terms Agreement, the most recent amendment (if
any) to each such registration statement has been declared effective by
the Commission or has become effective upon filing pursuant to Rule
462(c) under the Act or, in the case of any Additional Registration
Statement, Rule 462(b). The Initial Registration Statement and any
Additional Registration Statement are hereinafter referred to
collectively as the "Registration Statements" and individually as a
"Registration Statement." Copies of the Registration Statements,
together with any post-effective amendments have been furnished to the
Underwriters. The Bank proposes to file with the Commission pursuant to
Rule 424 ("Rule 424") under the Act a supplement (the "Prospectus
Supplement") to the form of prospectus included in a Registration
Statement (such prospectus, in the form it appears in a Registration
Statement or in the form most recently revised and filed with the
Commission pursuant to Rule 424 is hereinafter referred to as the "Basic
Prospectus") relating to the Certificates and the plan of distribution
thereof. The Basic Prospectus and the Prospectus Supplement, together
with any amendment thereof or supplement thereto, is hereinafter referred
to as the "Final Prospectus." Except to the extent that the
Representative shall agree in writing to a modification, the Final
Prospectus shall be in all substantial respects in the form furnished to
the Underwriters prior to the execution of the relevant Terms Agreement,
or to the extent not completed at such time, shall contain only such
material changes as the Bank has advised the Representative, prior to
such time, will be included therein. Any preliminary form of the
Prospectus Supplement which has heretofore been filed pursuant to Rule
424 is hereinafter called a "Preliminary Final Prospectus;"
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February 19, 1997
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(b) The Initial Registration Statement, including such amendments
thereto as may have been required on the date of the applicable Terms
Agreement, and the Additional Registration Statement (if any), relating
to the Certificates, have -been filed with the Commission and such
Initial Registration Statement as amended, and the Additional
Registration Statement (if any), have become effective. No stop order
suspending the effectiveness of the Initial Registration Statement or the
Additional Registration Statement (if any) has been issued and no
proceeding for that purpose has been instituted or, to the knowledge of
the Bank, threatened by the Commission;
(c) The Initial Registration Statement conforms, and any
amendments or supplements thereto and the Final Prospectus will conform,
in all material respects to the requirements of the Act, and do not and
will not, as of the applicable effective date as to the Initial
Registration Statement and any amendment thereto, as of the applicable
filing date as to the Final Prospectus and any supplement thereto, and as
of the Closing Date, contain an untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary
to make the statements therein not misleading, and the Additional
Registration Statement (if any) and the Initial Registration Statement
conform, in all material respects to the requirements of the Act, and do
not and will not, as of the applicable effective date as to the
Additional Registration Statement, contain an untrue statement of a
material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading;
provided, however, that this representation and warranty shall
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apply only during the period that a prospectus relating to the
Certificates is required to be delivered under the Act by dealers in
connection with the initial public offering of such Certificates (such
period being hereinafter sometimes referred to as the "prospectus
delivery period"); provided, further, that this representation
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and warranty shall not apply to any statements or omissions made in
reliance upon and in conformity with information furnished in writing to
the Bank by or on
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behalf of an Underwriter specifically for use in connection with the
preparation of a Registration Statement and the Final Prospectus;
(d) As of the Closing Date, the representations and warranties of
the Bank, as Transferor, in the Pooling and Servicing Agreement and the
Supplement will be true and correct;
(e) The Bank has been duly organized and is validly existing as a
national bank in good standing under the laws of the United States, with
power and authority to own its properties and conduct its business as
described in the Final Prospectus, and has been duly qualified as a
foreign corporation for the transaction of business and is in good
standing under the laws of each other jurisdiction in which it owns or
leases properties, or conducts any business, so as to require such
qualification, other than where the failure to be so qualified or in good
standing would not have a material adverse effect on the condition
(financial or otherwise), results of operations, business or prospects of
the Bank and its subsidiaries, taken as a whole;
(f) The Certificates have been duly authorized, and, when issued
and delivered pursuant to the Pooling and Servicing Agreement and the
Supplement, duly authenticated by the Trustee and paid for by the
Underwriters in accordance with the terms of this Agreement and the
applicable Terms Agreement, will be duly and validly executed, issued and
delivered and entitled to the benefits provided by the Pooling and
Servicing Agreement and the Supplement; each of the Pooling and Servicing
Agreement and the Supplement have been duly authorized and, when executed
and delivered by the Bank, as Transferor, each of the Pooling and
Servicing Agreement and the Supplement will (assuming due execution and
delivery by the Trustee) constitute a valid and binding agreement of the
Bank; the Certificates, the Pooling and Servicing Agreement and the
Supplement conform to the descriptions thereof in the Final Prospectus in
all material respects; and, if applicable, when executed by the Bank, as
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Transferor, the Credit Enhancement Agreement will (assuming due execution
and delivery by the Trustee and Credit Enhancement Provider) constitute a
valid and binding agreement of the Bank;
(g) No consent, approval, authorization or order of, or filing
with, any court or governmental agency or body is required to be obtained
or made by the Bank for the consummation of the transactions contemplated
by this Agreement, the applicable Terms Agreement, the Pooling and
Servicing Agreement or the Supplement except such as have been obtained
and made under the Act, such as may be required under state securities
laws and the filing of any financing statements required to perfect the
Trust's interest in the Receivables;
(h) The Bank is not in violation of its Articles of Association
or By-laws or in default in the performance or observance of any
obligation, agreement, covenant or condition contained in any agreement
or instrument to which it is a party or by which it or its properties is
bound which would have a material adverse effect on the transactions
contemplated herein, in the Pooling and Servicing Agreement or the
Supplement. The execution, delivery and performance of this Agreement,
the applicable Terms Agreement, the Pooling and Servicing Agreement, the
Supplement and the Credit Enhancement Agreement, and the issuance and
sale of the Certificates and compliance with the terms and provisions
thereof will not result in a breach or violation of any of the terms of,
or constitute a default under, any statute, rule, regulation or order of
any governmental agency or body or any court having jurisdiction over the
Bank or any of its properties or any material agreement or instrument to
which the Bank is a party or by which the Bank is bound or to which any
of the properties of the Bank is subject, or the Articles of Association
or By-laws of the Bank except for any such breaches or violations or
defaults as would not individually or in the aggregate have a material
adverse effect on the transactions contemplated herein, in the Pooling
and Servicing Agreement and the Supplement;
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(i) Other than as set forth or contemplated in the Final
Prospectus, there are no legal or governmental proceedings pending or, to
the knowledge of the Bank, threatened to which any of the Bank or its
subsidiaries is or may be a party or to which any property of the Bank or
its subsidiaries is or may be the subject which, if determined adversely
to the Bank, could individually or in the aggregate reasonably be
expected to have a material adverse effect on the Bank's credit card
business or on the interests of the holders of the Certificates; and
there are no contracts or other documents of a character required to be
filed as an exhibit to the Initial Registration Statement or the
Additional Registration Statement (if any) or to be described in the
Initial Registration Statement, the Additional Registration Statement (if
any) or the Basic Prospectus which are not filed or described as
required; and
(j) Each of this Agreement and the applicable Terms Agreement
have been duly authorized, executed and delivered by the Bank.
Section 2. Purchase and Sale. Subject to the terms and
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conditions and in reliance upon the covenants, representations and warranties
herein set forth, the Bank agrees to sell to each Underwriter, and each
Underwriter agrees, severally and not jointly, to purchase from the Bank, the
principal amount of Certificates set forth opposite such Underwriter's name in
Schedule I to the applicable Terms Agreement. The purchase price for the
Certificates shall be as set forth in the applicable Terms Agreement.
The Bank acknowledges and agrees that Chase Securities Inc. may
sell Certificates to any of its affiliates, and that any such affiliates may
sell such Certificates to Chase Securities Inc.
Section 3. Delivery and Payment. Unless otherwise provided in
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the applicable Terms Agreement, payment for Certificates shall be made to the
Bank or to its order by wire transfer of same day funds at the offices of
Simpson Thacher & Bartlett in
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New York, New York at 10:00 A.M., New York City time, on the Closing Date (as
hereinafter defined) specified in the Terms Agreement, or at such other time on
the same or such other date as the Representative and the Bank may agree upon.
The time and date of such payment for the Certificates as specified in the
applicable Terms Agreement are referred to herein as the "Closing Date." As
used herein, the term "Business Day" means any day other than a day on which
banks are permitted or required to be closed in New York City.
Unless otherwise provided in the applicable Terms Agreement,
payment for the Certificates shall be made against delivery to the
Representative for the respective accounts of the several Underwriters of the
Certificates registered in the name of Cede & Co. as nominee of The Depository
Trust Company and in such denominations as the Representative shall request in
writing not later than two full Business Days prior to the Closing Date. The
Bank shall make the Certificates available for inspection by the
Representatives in New York, New York not later than one full Business Day
prior to the Closing Date.
Section 4. Offering by Underwriters. It is understood that
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the several Underwriters propose to offer the Certificates for sale to the
public, which may include selected dealers, as set forth in the Final
Prospectus.
Section 5. Covenants of the Bank. The Bank covenants and
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agrees with the Underwriters that upon the execution of the applicable Terms
Agreement:
(a) Promptly following the execution of such applicable Terms
Agreement, the Bank will prepare a Prospectus Supplement setting forth
the amount of Certificates covered thereby and the terms thereof not
otherwise specified in the Basic Prospectus, the price at which such
Certificates are to be purchased by the Underwriters, the initial public
offering price, the selling concessions and allowances, and such other
information as the Bank deems appropriate. The Bank will file such
Prospectus Supplement with the Commission pursuant to Rule 424 within the
time prescribed therein
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and will provide evidence satisfactory to the Representative of such
timely filing. In addition, to the extent that any Underwriter (i) has
provided to the Bank Collateral Term Sheets (as defined below) that such
Underwriter has provided to a prospective investor, the Bank will file
such Collateral Term Sheets as an exhibit to a report on Form 8-K within
two business days of its receipt thereof, or (ii) has provided to the
Bank Structural Term Sheets or Computational Materials (each as defined
below) that such Underwriter has provided to a prospective investor, the
Bank will file or cause to be filed with the Commission a report on Form
8-K containing such Structural Term Sheet and Computational Materials, as
soon as reasonably practicable after the date of this Agreement, but in
any event, not later than the date on which the Final Prospectus is filed
with the Commission pursuant to Rule 424.
(b) During the prospectus delivery period, before filing any
amendment or supplement to the Initial Registration Statement, the
Additional Registration Statement (if any) or the Final Prospectus, the
Bank will furnish to the Representative a copy of the proposed amendment
or supplement for review and will not file any such proposed amendment or
supplement to which the Representative reasonably objects.
(c) During the prospectus delivery period, the Bank will advise
the Representative promptly after it receives notice thereof, (i) when
any amendment to any Registration Statement shall have become effective,
(ii) of any request by the Commission for any amendment or supplement to
any Registration Statement or the Final Prospectus or for any additional
information, (iii) of the issuance by the Commission of any stop order
suspending the effectiveness of any Registration Statement or the
initiation or threatening of any proceeding for that purpose, and (iv) of
the receipt by the Bank of any notification with respect to any
suspension of the qualification of the Certificates for offer and sale in
any jurisdiction or the initiation or threatening of any proceeding for
such purpose; and will use its best efforts
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to prevent the issuance of any such stop order or notification and, if
any is issued, will promptly use its best efforts to obtain the
withdrawal thereof.
(d) If, at any time during the prospectus delivery period, any
event occurs as a result of which the Final Prospectus as then
supplemented would include any untrue statement of a material fact or
omit to state any material fact necessary to make the statements therein,
in the light of the circumstances under which they were made, not
misleading, or if it shall be necessary to amend or supplement the Final
Prospectus to comply with the Act, the Bank promptly will prepare and
file with the Commission, an amendment or a supplement which will correct
such statement or omission or effect such compliance.
(e) The Bank will endeavor to qualify the Certificates for offer
and sale under the securities or Blue Sky laws of such jurisdictions as
the Representative shall reasonably request and will continue such
qualification in effect so long as reasonably required for distribution
of the Certificates; provided, however, that the Bank shall not
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be obligated to qualify to do business in any jurisdiction in which it is
not currently so qualified; and provided, further, that the Bank
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shall not be required to file a general consent to service of process in
any jurisdiction.
(f) The Bank will furnish to the Representative, without charge,
two copies of each Registration Statement (including exhibits thereto),
one of which will be signed, and to each Underwriter conformed copies of
each Registration Statement (without exhibits thereto) and, during the
prospectus delivery period, as many copies of any Preliminary Final
Prospectus and the Final Prospectus and any supplement thereto as the
Underwriters may reasonably request.
(g) For a period from the date of this Agreement until the
retirement of the Certificates, or until such time as the Underwriters
shall cease to maintain a secondary market
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in the Certificates, whichever first occurs, the Bank will deliver to the
Underwriters (i) the annual statements of compliance, (ii) the annual
independent certified public accountants' reports furnished to the
Trustee, (iii) all documents required to be distributed to
Certificateholders of the Trust and (iv) all documents filed with the
Commission pursuant to the Exchange Act or any order of the Commission
thereunder, in each case as provided to the Trustee or filed with the
Commission, as soon as such statements and reports are furnished to the
Trustee or filed or, if an affiliate of the Bank is not the Servicer, as
soon thereafter as practicable.
(h) The Bank will pay all expenses incident to the performance of
its obligations under this Agreement, including without limitation: (i)
expenses of preparing, printing and reproducing each Registration
Statement, the Preliminary Final Prospectus, the Final Prospectus, this
Agreement, the applicable Terms Agreement, the Pooling and Servicing
Agreement, the Supplement and the Certificates, (ii) the cost of
delivering the Certificates to the Underwriters, (iii) any fees charged
by investment rating agencies for the rating of such Certificates, and
(iv) the reasonable expenses and costs (not to exceed the amount
specified in the applicable Terms Agreement) incurred in connection with
"blue sky" qualification of the Certificates for sale in those states
designated by the Underwriters and the printing of memoranda relating
thereto (it being understood that, except as specified in this paragraph
(h) and in Sections 8 and 9 hereof, the Underwriters will pay all their
own costs and expenses, including the cost of printing any Agreement
Among Underwriters, the fees of counsel to any Underwriter, transfer
taxes on resale of any Certificates by them and advertising expenses
connected with any offers that they may make).
(i) To the extent, if any, that the rating provided with respect
to the Certificates by the rating agency or agencies that initially rate
the Certificates is conditional upon the furnishing of documents or the
taking of any other
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February 19, 1997
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actions by the Bank, the Bank shall furnish such documents and take any
such other actions.
(j) The Bank will cause the Trust to make generally available to
Certificateholders and to the Representative as soon as practicable an
earnings statement covering a period of at least twelve months beginning
with the first fiscal quarter of the Trust occurring after the effective
date of the Initial Registration Statement (or, if later, the effective
date of the Additional Registration Statement), which shall satisfy the
provisions of Section 11(a) of the Act and Rule 158 of the Commission
promulgated thereunder.
(k) During the period beginning on the date hereof and continuing
to and including the Business Day following the Closing Date, the Bank
will not offer, sell, contract to sell or otherwise dispose of any credit
card asset-backed securities of the Bank which are substantially similar
to the Certificates without the prior written consent of the
Representative or unless such securities are referenced in the Terms
Agreement.
Section 6. Representations and Warranties of the Underwriters.
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Each Underwriter represents, warrants, covenants and agrees with the Bank that:
(a) It either (A) has not provided any potential investor with
a Collateral Term Sheet (that is required to be filed with the Commission
within two business days of first use under the Terms of the Public
Securities Association Letter as described below), or (B) has,
substantially contemporaneously with its first delivery of such
Collateral Term Sheet to a potential investor, delivered such Collateral
Term Sheet to the Bank, which Collateral Term Sheet, if any, is attached
to this Agreement as Exhibit B.
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(b) It either (A) has not provided any potential investor with
a Structural Term Sheet or Computational Materials, or (B) has provided
any such Structural Term Sheet or Computational Materials to the Bank,
which Struc-
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February 19, 1997
Page 14
tural Term Sheets and Computational Materials, if any, are attached to
this Agreement as Exhibit C.
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(c) It either (A) has not provided any potential investor with
a Series Term Sheet or (B) has provided any Series Term Sheet to the
Bank, which Series Term Sheets, if any, are attached to this Agreement as
Exhibit D.
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(d) Each Collateral Term Sheet bears a legend indicating that
the information contained therein will be superseded by the description
of the collateral contained in the Prospectus Supplement and, except in
the case of the initial Collateral Term Sheet, that such information
supersedes the information in all prior Collateral Term Sheets.
(e) Each Structural Term Sheet and Series Term Sheet and all
Computational Materials bear a legend substantially as follows (or in
such other form as may be agreed prior to the date of this Agreement):
This information does not constitute either an offer to sell or a
solicitation of an offer to buy any of the securities referred to
herein. Information contained herein is confidential and provided
for information only, does not purport to be complete and should
not be relied upon in connection with any decision to purchase the
securities. This information supersedes any prior versions hereof
and will be deemed to be superseded by any subsequent versions
including, with respect to any description of the securities or the
underlying assets, the information contained in the final
Prospectus and accompanying Prospectus Supplement. Offers to sell
and solicitations of offers to buy the securities are made only by
the final Prospectus and the related Prospectus Supplement.
(f) It (at its own expense) agrees to provide to the Bank any
accountants' letters obtained relating to the Collateral Term Sheets,
Structural Term Sheets and Computa-
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February 19, 1997
Page 15
tional Materials, which accountants' letters shall be addressed to the
Bank.
(g) It has not, and will not, without the prior written consent
of the Bank, provide any Collateral Term Sheets, Structural Term Sheets,
Series Term Sheets or Computational Materials to any investor after the
date of this Agreement.
(h) It has only issued or passed on and shall only issue or
pass on in the United Kingdom any document received by it in connection
with the issue of the Certificates to a person who is of a kind described
in Article 11(3) of the Financial Services Act 1986 (Investment
Advertisements)(Exemptions) Order 1995 or who is a person to whom the
document may otherwise lawfully be issued or passed on, it has complied
and shall comply with all applicable provisions of the Financial Services
Act 1986 of Great Britain with respect to anything done by it in relation
to the Certificates in, from or otherwise involving the United Kingdom
and if that Underwriter is an authorized person under the Financial
Services Act 1986, it has only promoted and shall only promote (as that
term is defined in Regulation 1.02 of the Financial Services (Promotion
of Unregulated Schemes) Regulations 1991) to any person in the United
Kingdom the scheme described in the Prospectus if that person is of a
kind described either in Section 76(2) of the Financial Services Act 1986
or in Regulation 1.04 of the Financial Services (Promotion of Unregulated
Schemes) Regulations 1991.
For purposes of this Agreement, "Collateral Term Sheets" and
"Structural Term Sheets" shall have the respective meanings assigned to them in
the February 13, 1995 letter of Cleary, Gottlieb, Steen & Hamilton on behalf of
the Public Securities Association (which letter, and the SEC staff's response
thereto, were publicly available February 17, 1995). The term "Collateral Term
Sheet" as used herein includes any subsequent Collateral Term Sheet that
reflects a substantive change in the information presented. "Computational
Materials" has the meaning assigned to it in the May 17, 1994 letter of Brown &
Wood
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Page 16
on behalf of Kidder, Peabody & Co., Inc. (which letter, and the SEC staff's
response thereto, were publicly available May 20, 1994). "Series Term Sheet"
has the meaning assigned to it in the April 4, 1996 letter of Latham & Watkins
on behalf of Greenwood Trust Company (which letter, and the SEC staff's
response thereto, were publicly available April 5, 1996).
Section 7. Conditions to the Obligations of the Underwriters.
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The obligations of the Underwriters to purchase and pay for Certificates on the
Closing Date shall be subject to the accuracy of the representations and
warranties of the Bank contained herein, to the accuracy of the statements of
the Bank made in any certificates pursuant to the terms hereof, to the
performance by the Bank of its obligations hereunder and under the applicable
Terms Agreement and to the following additional conditions:
(a) The Final Prospectus shall have been filed with the
Commission pursuant to Rule 424 in the manner and within the applicable
time period prescribed for such filing by the rules and regulations of
the Commission under the Act and in accordance with Section 5(a) of this
Agreement; and, as of the Closing Date, no stop order suspending the
effectiveness of any Registration Statement shall have been issued, and
no proceedings for such purpose shall have been instituted or threatened
by the Commission; and all requests for additional information from the
Commission with respect to any Registration Statement shall have been
complied with to the reasonable satisfaction of the Representative.
(b) Subsequent to the date of this Agreement, there shall not
have occurred (i) any change, or any development involving a prospective
change, in or affecting particularly the business or properties of the
Bank which materially impairs the investment quality of the Certificates;
(ii) any suspension or material limitation of trading of securities
generally on the New York Stock Exchange or the American Stock Exchange;
(iii) a declaration of a general moratorium on commercial banking
activities in New York by either Federal or New York State authorities;
or (iv) any material
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Page 17
outbreak or declaration 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 the judgment of the Representative, impracticable to
market the Certificates on the terms specified herein and the applicable
Terms Agreement.
(c) The Underwriters have received a certificate of a Vice
President or other proper officer of the Bank, dated the Closing Date, in
which such officer, to the best of his knowledge, shall state that (i)
the representations and warranties of the Bank in this Agreement are true
and correct in all material respects, (ii) the Bank has complied with all
agreements and satisfied all conditions on its part to be performed or
satisfied at or prior to the Closing Date, (iii) no stop order suspending
the effectiveness of a Registration Statement has been issued and no
proceedings for that purpose have been instituted or are threatened by
the Commission and (iv) the Final Prospectus does not contain any untrue
statement of a material fact or omit to state a material fact required to
be stated therein or necessary in order to make the statements therein,
in the light of the circumstances under which they were made, not
misleading.
(d) The Bank shall have furnished to the Underwriters the
opinions of Simpson Thacher & Bartlett, counsel for the Bank, dated the
Closing Date, in substantially the forms attached hereto as Exhibits 1
through 3, with only such changes as shall be reasonably satisfactory to
the Representative.
(e) The Underwriters shall have received from Skadden, Arps,
Slate, Meagher & Flom LLP, counsel for the Underwriters, one or more
opinions, each dated the Closing Date, with respect to the validity of
the Certificates, the Initial Registration Statement, the Additional
Registration Statement (if any), the Final Prospectus, certain matters of
the Uniform Commercial Code, as adopted in the State of Delaware, and
such other related matters as the Underwriters may
Chase Securities Inc.
February 19, 1997
Page 18
reasonably require, and the Bank shall have furnished to such counsel
such documents as they request for the purpose of enabling them to pass
on such matters.
(f) At the date of the applicable Terms Agreement and at the
Closing Date, Price Waterhouse LLP (or such other independent public
accountants as shall be named in the applicable Terms Agreement),
certified independent public accountants for the Bank, shall have
furnished to the Underwriters a letter or letters, dated respectively as
of the date of the applicable Terms Agreement and as of the Closing Date
confirming that they are certified independent public accountants within
the meaning of the Act and the Exchange Act, and the respective
applicable published rules and regulations thereunder and substantially
in the form heretofore agreed and otherwise in form and in substance
satisfactory to the Representative and counsel for the Underwriters.
(g) The Underwriters shall receive evidence satisfactory to them
that, on or before the Closing Date, UCC-1 financing statements have been
or are being filed in the office of the Secretary of State of the State
of Delaware, reflecting the interest of the Trustee in the Receivables
and the proceeds thereof.
(h) The Underwriters shall have received from Emmet, Marvin &
Martin, LLP, counsel to the Trustee, an opinion, dated the Closing Date,
to the effect that:
(i) The Trustee has been duly organized and is validly
existing as a banking corporation under the laws of New York and
has the corporate power and authority to conduct business and
affairs as a trustee.
(ii) The Trustee has the corporate power and authority to
perform the duties and obligations of trustee under, and to accept
the trust contemplated by, the Pooling and Servicing Agreement, the
Supplement and the Credit Enhancement Agreement.
Chase Securities Inc.
February 19, 1997
Page 19
(iii) Each of the Pooling and Servicing Agreement, the
Supplement and the Credit Enhancement Agreement 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, subject to the
effects of bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and other similar laws relating to or
affecting creditors' rights generally, general equitable principles
(whether considered in a proceeding in equity or at law).
(iv) The Certificates have been duly executed and
authenticated by the Trustee.
(v) Neither the execution nor the delivery by the Trustee
of the Pooling and Servicing Agreement, the Supplement and the
Credit Enhancement Agreement nor the consummation of any of the
transactions contemplated thereby require the consent or approval
of, the giving of notice to, the registration with, or the taking
of any other action with respect to, any governmental authority or
agency under any existing federal or state law governing the
banking or trust powers of the Trustee.
(vi) The execution and delivery of the Pooling and
Servicing Agreement, the Supplement and the Credit Enhancement
Agreement by the Trustee and the performance by the Trustee of
their respective terms do not conflict with or result in a
violation of (x) any law or regulation of any governmental
authority or agency under any existing federal or state law
governing the banking or trust powers of the Trustee, or (y) the
Certificate of Incorporation or By-laws of the Trustee.
(i) The Underwriters shall be named as recipients or shall have
received reliance letters, if applicable, with respect to any opinions
delivered to the Bank by counsel of the Credit Enhancement Provider, if
any.
Chase Securities Inc.
February 19, 1997
Page 20
(j) The Underwriters shall have received evidence satisfactory to
them that the Certificates shall be rated in accordance with the
applicable Terms Agreement by the Rating Agency.
(k) The Underwriters shall have received a certificate of a Vice
President or other proper officer of the Servicer, dated the Closing
Date, in which such officer, to the best of his or her knowledge, shall
state that the representations and warranties of the Servicer in the
Pooling and Servicing Agreement and the Supplement are true and correct.
(l) All proceedings in connection with the transactions
contemplated by this Agreement and all documents incident hereto shall be
reasonably satisfactory in form and substance to the Underwriters and
counsel for the Underwriters in all material respects and the
Underwriters and counsel for the Underwriters shall have received such
information, certificates and documents as the Underwriters or counsel
for the Underwriters may reasonably request.
If any of the conditions specified in this Section 7 shall not have been
fulfilled in all material respects when and as provided in this Agreement, or
if any of the opinions and certificates mentioned above or elsewhere in this
Agreement shall not be in all material respects reasonably satisfactory in form
and substance to the Underwriters and their counsel, this Agreement and all
obligations of the Underwriters hereunder may be cancelled at, or at any time
prior to, the Closing Date by the Underwriters. Notice of such cancellation
shall be given to the Bank in writing or by telephone or facsimile confirmed in
writing.
Section 8. Reimbursement of Underwriters' Expenses. If the
---------------------------------------
sale of the Certificates provided for herein is not consummated because any
condition to the obligations of the Underwriters set forth in Section 7 (other
than the condition set forth in paragraph (b) of Section 7) is not satisfied,
or because of any refusal, inability or failure on the part of the Bank to
perform any agreement herein or comply with any provision hereof other than by
reason of a default by the Underwriters, the Bank
Chase Securities Inc.
February 19, 1997
Page 21
will reimburse the Underwriters for all out-of-pocket expenses (including
reasonable fees and disbursements of counsel) that shall have been incurred by
them in connection with the proposed purchase and sale of the Certificates and
upon demand the Bank shall pay the full amount thereof to the Representative.
Section 9. Indemnification and Contribution. (a) The Bank
--------------------------------
agrees to indemnify and hold harmless each Underwriter, each of the directors
thereof, each of the officers who are involved in the Offering and each person,
if any, who controls each Underwriter within the meaning of the Act against any
and all losses, claims, damages or liabilities, joint or several, to which they
or any of them may become subject under the Act, the Exchange Act or any other
federal or state statutory law or regulation, at common law 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 a material fact contained in any Registration Statement as
originally filed or in any amendment thereof, or in any Preliminary Final
Prospectus or the Final Prospectus, or in any amendment thereof or supplement
thereto, 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 agrees to reimburse each such
indemnified party for any legal or other expenses reasonably incurred by it in
connection with investigating or preparing to defend or defending any such
loss, claim, damage, liability or action as such expenses are incurred;
provided, however, that (i) the Bank 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 or
omission or alleged omission made in any of such documents in reliance upon and
in conformity with written information furnished to the Bank by or on behalf of
the Underwriters specifically for use therein, and (ii) such indemnity with
respect to any Preliminary Final Prospectus shall not inure to the benefit of
the Underwriter (or any person controlling any of the Underwriters) from whom
the person asserting any such loss, claim, damage or liability purchased the
Certificates which are the subject thereof if such person did not receive a
copy of the
Chase Securities Inc.
February 19, 1997
Page 22
Final Prospectus (or the Final Prospectus as supplemented) 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 such Preliminary Final Prospectus was corrected in
the Final Prospectus (or the Final Prospectus as supplemented). This indemnity
agreement will be in addition to any liability which the Bank may otherwise
have.
(b) Each Underwriter severally and not jointly agrees to
indemnify and hold harmless the Bank, each of the directors thereof, each of
the officers who signs a Registration Statement, and each person who controls
the Bank within the meaning of the Act, to the same extent as the foregoing
indemnities from the Bank to the Underwriters, but only with reference to
written information furnished to the Bank by or on behalf of that Underwriter
specifically for use in the preparation of the documents referred to in the
foregoing indemnity. This indemnity agreement will be in addition to any
liability which any Underwriter may otherwise have.
(c) Promptly after receipt by an indemnified party under this
Section 9 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 9, notify the indemnifying party in writing of the
commencement thereof; but the omission so to notify the indemnifying party will
not relieve it from any liability which it may have to any indemnified party
otherwise than under this Section 9 unless the indemnifying party is materially
prejudiced thereby. In case any such action is brought against any indemnified
party, and it notifies the indemnifying party of the commencement thereof, the
indemnifying party will be entitled to appoint counsel satisfactory to such
indemnified party to represent the indemnified party in such action;
provided, however, that, if the defendants in any such 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 which are different from or additional to
those available to the indemnifying party, the indemnified
Chase Securities Inc.
February 19, 1997
Page 23
party or parties shall have the right to select separate counsel to defend such
action on behalf of such indemnified party or parties. Upon receipt of notice
from the indemnifying party to such indemnified party of its election so to
appoint counsel to defend such action and approval by the indemnified party of
such counsel, the indemnifying party will not be liable to such indemnified
party under this Section 9 for any legal or other expenses subsequently
incurred by such indemnified party in connection with the defense thereof
unless (i) the indemnified party shall have employed separate counsel in
accordance with the proviso to the next preceding sentence (it being
understood, however, that the indemnifying party shall not be liable for the
expenses of more than one separate counsel, approved by the Underwriter being
indemnified in the case of paragraph (a) of this Section 9, representing the
indemnified parties under such paragraph (a) who are parties to such action),
(ii) the indemnifying party shall not have employed counsel satisfactory to the
indemnified party to represent the indemnified party within a reasonable time
after notice of commencement of the action or (iii) the indemnifying party has
authorized the employment of counsel for the indemnified party at the expense
of the indemnifying party; and except that, if clause (i) or (iii) is
applicable, such liability shall be only in respect of the counsel referred to
in such clause (i) or (iii).
(d) If recovery is not available or is insufficient under the
foregoing indemnification provisions of this Section 9, for any reason other
than as specified herein, the parties entitled to indemnification by the terms
hereof 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 Bank and the
Underwriters are entitled, there shall be considered the relative benefits
received by each from the offering of the Certificates (taking into account the
total proceeds of the offering received by the Bank and the total underwriting
discounts and commissions received by the Underwriters), their 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
Chase Securities Inc.
February 19, 1997
Page 24
other equitable considerations appropriate under the circumstances. The Bank
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. None of the
Underwriters nor any person controlling such Underwriter shall be obligated to
make contribution hereunder which in the aggregate exceeds the total public
offering price of the Certificates purchased by such Underwriter under this
Agreement, less the aggregate amount of any damages which such Underwriter and
its controlling persons have otherwise been required to pay in respect of the
same claim or any substantially similar claim.
Section 10. Default by an Underwriter. (a) If, on the
-------------------------
Closing Date, any Underwriter or Underwriters default in the performance of its
or their obligations under this Agreement, the Representative may make
arrangements for the purchase of such Certificates by other persons
satisfactory to the Bank and the Representative, including any of the
Underwriters, but if no such arrangements are made by the Closing Date, then
each remaining non-defaulting Underwriter shall be severally obligated to
purchase the Certificates which the defaulting Underwriter or Underwriters
agreed but failed to purchase on the Closing Date in the respective proportions
which the principal amount of Certificates set forth opposite the name of each
remaining non-defaulting Underwriter in Schedule I to the Terms Agreement bears
to the aggregate principal amount of Certificates set forth opposite the names
of all the remaining non-defaulting Underwriters in Schedule I to the Terms
Agreement; provided, however, that the remaining non-defaulting Underwriters
shall not be obligated to purchase any of the Certificates on the Closing Date
if the aggregate principal amount of Certificates which the defaulting
Underwriter or Underwriters agreed but failed to purchase on such date exceeds
one-eleventh of the aggregate principal amount of the Certificates to be
purchased on the Closing Date, and any remaining non-defaulting Underwriter
shall not be obligated to purchase in total more than 110% of the principal
amount of the Certificates which it agreed to purchase on the Closing Date
pursuant to the terms of Section 2. If the foregoing maximums are exceeded and
the remaining Underwriters or other underwriters satisfactory to the
Representative and the Bank do not elect to
Chase Securities Inc.
February 19, 1997
Page 25
purchase the Certificates which the defaulting Underwriter or Underwriters
agreed but failed to purchase, this Agreement shall terminate without liability
on the part of any non-defaulting Underwriter or the Bank, except that the
provisions of Section 11 shall not terminate and shall remain in effect. As
used in this Agreement, the term "Underwriter" includes, for all purposes of
this Agreement unless the context otherwise requires, any party not listed in
Schedule I to the Terms Agreement who, pursuant to this Section 10, purchases
Certificates which a defaulting Underwriter agreed but failed to purchase.
(b) Nothing contained herein shall relieve a defaulting
Underwriter of any liability it may have for damages caused by its default. If
other Underwriters are obligated or agree to purchase the Certificates of a
defaulting Underwriter, either the Representative or the Bank may postpone the
Closing Date for up to seven full business days in order to effect any changes
that in the opinion of counsel for the Bank or counsel for the Underwriters may
be necessary in the Initial Registration Statement, the Additional Registration
Statement (if any), the Final Prospectus or in any other document or
arrangement, and the Bank agrees to file promptly any amendment or supplement
to the Registration Statements or the Final Prospectus that effects any such
changes.
Section 11. Representations and Indemnities to Survive. The
------------------------------------------
respective agreements, representations, warranties, indemnities and other
statements of the Bank and of the 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
you or the Bank or any of the officers, directors or controlling persons
referred to in Section 9 hereof, and will survive delivery of and payment for
the Certificates. The provisions of Sections 8 and 9 hereof shall survive the
termination or cancellation of this Agreement.
Section 12. Notices. All communication hereunder shall be in
-------
writing and, if sent to the Underwriters will be mailed, delivered or
telecopied and confirmed to them at 270 Park
Chase Securities Inc.
February 19, 1997
Page 26
Avenue, New York, New York 10017, Attention: David A. Howard Jr., Telecopy No:
(212) 834-6564; if sent to the Bank, will be mailed, delivered or telecopied
and confirmed to them care of Chase Manhattan Bank USA, National Association,
at 802 Delaware Avenue, Wilmington, Delaware, 19801, Telecopy No.: (302)
575-5467, Attention: Keith Schuck, Vice President.
Section 13. Miscellaneous. This Agreement is to be governed
-------------
by, and construed in accordance with, the laws of the State of New York; it may
be executed in two or more counterparts, each of which when so executed and
delivered shall be an original, but all of which together shall constitute one
and the same instrument. This Agreement shall inure to the benefit of and be
binding upon the parties hereto and their respective successors and assigns and
the officers and directors and controlling persons referred to in Section 9
hereof, and no other person shall have any right or obligation hereunder. This
Agreement supersedes all prior agreements and understandings between the
parties relating to the subject matter hereof, other than those contained in
the Terms Agreement executed in connection herewith. Neither this Agreement
nor any term hereof may be changed, waived, discharged or terminated orally,
but only by an instrument in writing signed by the party against whom
enforcement of the change, waiver, discharge or termination is sought. The
headings in this Agreement are for purposes of reference only and shall not
limit or otherwise affect the meaning hereof.
Section 14. Effectiveness. This Agreement shall become
-------------
effective upon execution and delivery of the applicable Terms Agreement.
If you are in agreement with the foregoing, please sign the
counterpart hereof and return it to the Bank, whereupon this letter and your
acceptance shall become a binding agreement among the Bank and the several
Underwriters.
Very truly yours,
CHASE MANHATTAN BANK USA,
NATIONAL ASSOCIATION
By /s/ Keith Schuck
------------------------------------
Name: Keith Schuck
Title: Vice President
The foregoing Agreement is
hereby confirmed and accepted
as of the date hereof.
Chase Securities Inc.
As Representative of the
Underwriters named in Schedule I
to the Terms Agreement
By /s/ David A. Howard Jr.
--------------------------------
Name: David A. Howard Jr.
Title: Managing Director
EXHIBIT A
TO EXHIBIT 4.1
CHASE CREDIT CARD MASTER TRUST
CLASS A FLOATING RATE ASSET BACKED CERTIFICATES, SERIES 1997-1
CLASS B FLOATING RATE ASSET BACKED CERTIFICATES, SERIES 1997-1
TERMS AGREEMENT
---------------
Dated: February 19, 1997
To: Chase Manhattan Bank USA, National Association
Re: Underwriting Agreement dated February 19, 1997
Series Designation: Series 1997-1
Underwriters:
- ------------
The Underwriters named on Schedule I attached hereto are the
"Underwriters" for the purpose of this Agreement and for the purposes of the
above referenced Underwriting Agreement as such Underwriting Agreement is
incorporated herein and made a part hereof.
Terms of the Certificates:
- -------------------------
Interest Rate
Class Initial Invested Amount or Formula Price to Public (1)
- ----- ----------------------- ------------- -------------------
Class A $1,150,000,000 LIBOR + 0.09% 100%
Class B $95,833,000 LIBOR + 0.29% 99.937500%
(1) Plus accrued interest at the applicable rate from February 24, 1997.
Distribution Dates: the 15th calendar day (or if such 15th day is not a
- ------------------
business day, the next succeeding business day) of each Month, commencing March
17, 1997.
Certificate Ratings:
- -------------------
Class A: AAA by Standard & Poor's
Aaa by Moody's
Class B: A by Standard & Poor's
A2 by Moody's
A-1
Credit Enhancement Provider: Credit Lyonnais, New York Branch
- ---------------------------
Trustee: The Bank of New York
- -------
Pooling and Servicing Agreement: The Second Amended and Restated Pooling
- -------------------------------
and Servicing Agreement, dated as of September 1, 1996, between Chase Manhattan
Bank USA, National Association, as Transferor on and after June 1, 1996, The
Chase Manhattan Bank, as Transferor prior to June 1, 1996 and as Servicer, and
The Bank of New York, as Trustee, on behalf of the Certificateholders of Chase
Credit Card Master Trust.
Supplement: Series 1997-1 Supplement, dated as of February 24, 1997,
- ----------
between Chase Manhattan Bank USA, National Association, as Transferor on and
after June 1, 1996, The Chase Manhattan Bank, as Transferor prior to June 1,
1996 and as Servicer, and The Bank of New York, as Trustee, on behalf of the
Series 1997-1 Certificateholders
Purchase Price:
- --------------
The purchase price payable by the Underwriters for the Certificates
covered by this Agreement will be the following percentage of the principal
amounts to be issued:
Per Class A Certificate: 99.6500%
Per Class B Certificate: 99.5375%
Registration Statement: Registration No. 333-04607
- ----------------------
Underwriting Commissions, Concessions and Discounts:
- ---------------------------------------------------
The Underwriters' discounts and commissions, the concessions that
the Underwriters may allow to certain dealers, and the discounts that such
dealers may reallow to certain other dealers, each expressed as a percentage of
the principal amount of the Class A and Class B Certificates, shall be as
follows:
Underwriting
Discounts Selling
Class and Concessions Concessions Reallowance
- ----- --------------- ----------- -----------
Class A 0.350% 0.275% 0.125%
Class B 0.400% 0.300% 0.250%
Closing Date: February 24, 1997, 10:00 a.m., New York Time
- ------------
Location of Closing: Simpson Thacher & Bartlett, 425 Lexington Avenue, New
- -------------------
York, New York 10017
A-2
Payment for the Certificates: Wire transfer of same day funds
- ----------------------------
Blue Sky Fees: Up to $25,000
- --------------
Opinion Modifications: None
- ---------------------
Other securities being offered concurrently: None.
- -------------------------------------------
A-3
The Underwriters agree, severally and not jointly, subject to the
terms and provisions of the above referenced Underwriting Agreement which is
incorporated herein in its entirety and made a part hereof, to purchase the
respective principal amounts of the above referenced Series of Certificates set
forth opposite their names on Schedule I hereto.
Chase Securities Inc.
As Representative of the
Underwriters named in
Schedule I hereto.
By:
-------------------------------
Name: David A. Howard Jr.
Title: Managing Director
Accepted:
Chase Manhattan Bank USA, National Association
By:
-------------------------------
Name: Keith Schuck
Title: Vice President
A-4
SCHEDULE I
UNDERWRITERS
$1,150,000,000 Principal Amount of Class A Floating Rate Asset Backed
Certificates, Series 1997-1
Principal Amount
----------------
Chase Securities Inc. $191,700,000
BancAmerica Securities, Inc. 191,660,000
Bear, Stearns & Co. Inc. 191,660,000
Goldman, Sachs & Co. 191,660,000
Lehman Brothers Inc. 191,660,000
Salomon Brothers Inc. 191,660,000
--------------
Total: $1,150,000,000
==============
$95,833,000 Principal Amount of Class B Floating Rate Asset Backed
Certificates, Series 1997-1
Principal Amount
----------------
Chase Securities Inc. $95,833,000
A-5