Registration Statement for Securities Offered Pursuant to a Transaction — Form S-3
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-3 Registration Statement for Securities Offered 110± 477K
Pursuant to a Transaction
2: EX-24 Exhibit 24.1 - Power of Attorney 6± 26K
3: EX-99 Exhibit 99.1 - Prospectus Supplement - Certificate 81± 333K
4: EX-99 Exhibit 99.1 - Prospectus Supplement - Notes 80± 332K
EX-99 — Exhibit 99.1 – Prospectus Supplement – Notes
Exhibit Table of Contents
EXHIBIT 99.1
[FLAG]
The information in this prospectus is not complete and may be changed. We
cannot sell these securities until the registration statement filed with
the Securities and Exchange Commission is effective. This prospectus is not
an offer to sell these securities and it is not soliciting an offer to buy
these securities in any state where the offer or sale is not permitted.
PROSPECTUS SUPPLEMENT TO PROSPECTUS, DATED ____, 199_
CHASE CREDIT CARD OWNER TRUST 1999-__
Issuer
CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION, Transferor and Administrator
THE CHASE MANHATTAN BANK, Servicer of Chase Credit Card Master Trust
$_________ CLASS A FLOATING RATE ASSET BACKED NOTES, SERIES 1999-__
$_________ CLASS B FLOATING RATE ASSET BACKED NOTES, SERIES 1999-__
$_________ CLASS C FLOATING RATE ASSET BACKED NOTES, SERIES 1999-__
Class A Class B Class C
------- ------- -------
Principal Amount $____________ $____________ $____________
Price $______ (___%) $______ (___%) $______ (___%)
Underwriters'
Commissions $______ (___%) $______ (___%) $______ (___%)
Proceeds to the
Issuer $______ (___%) $______ (___%) $______ (___%)
Interest Rate one-month LIBOR + one-month LIBOR + one-month LIBOR +
___% p.a. ___% p.a. ___% p.a.
Interest Payment monthly on monthly on monthly on
Dates the 15th the 15th the 15th
First Interest
Payment Date __________, 1999 ___________, 1999 ___________, 1999
Note Maturity
Date __________, ___ ___________, ____ ___________, ____
The Class B Notes are subordinated to the Class A Notes. The Class C Notes
are subordinated to the Class A Notes and the Class B Notes.
THESE SECURITIES ARE INTERESTS IN CHASE CREDIT CARD OWNER TRUST 1999-__,
AND ARE BACKED ONLY BY THE ASSETS OF THE OWNER TRUST. NEITHER THESE
SECURITIES NOR THE ASSETS OF THE OWNER TRUST ARE RECOURSE OBLIGATIONS OF
CHASE CREDIT CARD MASTER TRUST, CHASE MANHATTAN BANK USA, N.A., THE CHASE
MANHATTAN BANK OR ANY OF THEIR AFFILIATES, OR OBLIGATIONS INSURED BY THE
FDIC.
THESE SECURITIES ARE HIGHLY STRUCTURED. BEFORE YOU PURCHASE THESE
SECURITIES, BE SURE YOU UNDERSTAND THE STRUCTURE AND THE RISKS. SEE "RISK
FACTORS" ON PAGES S-__ OF THIS PROSPECTUS SUPPLEMENT.
WE HAVE APPLIED TO HAVE THE SECURITIES LISTED ON THE LUXEMBOURG STOCK
EXCHANGE.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED ON THE
ADEQUACY OR ACCURACY OF THE DISCLOSURES IN THIS SUPPLEMENT AND THE ATTACHED
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
These securities are offered subject to availability.
Underwriters of the Class A Notes
Chase Securities Inc.
Underwriters of the Class B Notes
Chase Securities Inc.
Underwriters of the Class C Notes
Chase Securities Inc.
The date of this Prospectus Supplement is ______, 199_.
TABLE OF CONTENTS
WHERE TO FIND INFORMATION IN THESE DOCUMENTS............................S-5
SUMMARY OF TERMS........................................................S-6
STRUCTURAL SUMMARY......................................................S-8
SELECTED MASTER TRUST PORTFOLIO SUMMARY DATA............................S-12
RISK FACTORS............................................................S-15
Potential Early Repayment or Delayed Payment
due to Reduced Portfolio Yield......................................S-15
Allocations of Charged-Off Receivables
Could Reduce Payments to Securityholders............................S-17
Limited Ability toResell Notes........................................S-18
Certain Liens Could Be Given Priority
Over Your Securities................................................S-18
Insolvency or Bankruptcy of Chase USA Could
Result in Accelerated, Delayed or Reduced
Payments to Noteholders.............................................S-18
Issuance of Additional Series by the Master
Trust May Affect the Timing of Payments............................S-20
Individual Noteholders Will Have Limited
Control of Master Trust Actions.....................................S-20
Class B and Class C Bear Additional Credit Risk.......................S-20
Limited Assets of the Owner Trust.....................................S-21
Owner Trust Spread Account Available to Class C.......................S-21
THE CHASE CREDIT CARD MASTER TRUST PORTFOLIO............................S-22
General...............................................................S-22
Delinquency and Loss Experience.......................................S-23
Interchange...........................................................S-24
Recoveries............................................................S-25
THE RECEIVABLES.........................................................S-25
MATURITY CONSIDERATIONS.................................................S-28
Controlled Accumulation Period........................................S-28
Events of Default.....................................................S-28
Rapid Amortization Period.............................................S-29
Pay Out Events........................................................S-29
Payment Rates.........................................................S-29
RECEIVABLE YIELD CONSIDERATIONS.........................................S-30
CREATION OF THE OWNER TRUST.............................................S-31
The Owner Trust.......................................................S-31
Capitalization of the Owner Trust.....................................S-31
The Owner Trustee.....................................................S-32
USE OF PROCEEDS.........................................................S-32
DESCRIPTION OF THE SERIES CERTIFICATE...................................S-32
General...............................................................S-32
Exchanges.............................................................S-33
Status of the Series Certificate......................................S-33
Interest Allocations..................................................S-33
Principal Allocations.................................................S-33
Postponement of Controlled Accumulation Period........................S-34
Allocation Percentages................................................S-34
Reallocation of Cash Flows............................................S-35
Application of Collections............................................S-36
Shared Excess Finance Charge Collections..............................S-41
Shared Principal Collections..........................................S-41
Defaulted Receivables; Investor Charge-Offs...........................S-41
Principal Funding Account.............................................S-42
Accumulation Period Reserve Account...................................S-42
Companion Series......................................................S-43
Pay Out Events........................................................S-44
Servicing Compensation and Payment of Expenses........................S-45
Reports to Certificateholders.........................................S-46
DESCRIPTION OF THE NOTES................................................S-46
General...............................................................S-46
Principal and Interest on the Notes...................................S-47
The Indenture.........................................................S-49
Distributions.........................................................S-49
Subordination.........................................................S-52
Owner Trust Spread Account............................................S-52
Reports to Noteholders................................................S-54
LISTING AND GENERAL INFORMATION.........................................S-54
UNDERWRITING............................................................S-55
EXCHANGE LISTING........................................................S-57
INDEX OF TERMS FOR PROSPECTUS SUPPLEMENT................................S-58
ANNEX I..................................................................A-1
WHERE TO FIND INFORMATION IN THESE DOCUMENTS
The attached prospectus provides general information about Chase Credit
Card Owner Trust 1999-__ and Chase Credit Card Master Trust, including
terms and conditions that are generally applicable to the securities issued
by the owner trust. The specific terms of the notes and the series
certificate are described in this supplement.
This supplement begins with several introductory sections describing your
series, Chase Credit Card Owner Trust 1999-___ and Chase Credit Card Master
Trust in abbreviated form:
o Summary of Terms provides important amounts, dates and other
terms of your notes;
o Structural Summary gives a brief introduction of the key
structural features of your notes and the series certificate and
directions for locating further information;
o Selected Master Trust Portfolio Summary Data gives certain
financial information about the assets of the master trust; and
o Risk Factors describes risks that apply to your notes and the
series certificate.
As you read through these sections, cross-references will direct you to
more detailed descriptions in the attached prospectus and elsewhere in this
supplement. You can also directly reference key topics by looking at the
table of contents pages in this supplement and the attached prospectus.
As a purchaser of notes, you should review carefully the description of the
series certificate in this prospectus supplement and the prospectus. The
most significant asset of the owner trust will be the series certificate
issued by the master trust and pledged to secure the notes.
This prospectus supplement and the attached prospectus may be used by Chase
Securities Inc., an affiliate of Chase Manhattan Bank USA, N.A. and of The
Chase Manhattan Bank and a subsidiary of The Chase Manhattan Corporation,
in connection with offers and sales related to market-making transactions
in the notes offered by this supplement and the attached prospectus. Chase
Securities Inc. may act as principal or agent in such transactions. Such
sales will be made at prices related to prevailing market prices at the
time of sale.
You should rely only on the information contained or incorporated by
reference in this prospectus supplement and the prospectus. We have not
authorized anyone to provide you with different information.
We are not offering these notes in any state where the offer is not
permitted.
We do not claim the accuracy of the information in this prospectus
supplement and the prospectus as of any date other than the dates stated on
their respective covers.
TO UNDERSTAND THE STRUCTURE OF THESE SECURITIES, YOU MUST READ CAREFULLY
THE ATTACHED PROSPECTUS AND THIS SUPPLEMENT IN THEIR ENTIRETY.
SUMMARY OF TERMS
Seller and Administrator: Chase Manhattan Bank USA, National Association -
"Chase USA"
Issuer: Chase Credit Card Owner Trust 1999-__
Indenture Trustee:
Owner Trustee:
Pricing Date: _________, ____
Closing Date: _________, ____
Clearance and Settlement: DTC/Cedelbank/Euroclear
Trust Assets: The series certificate issued by
Chase Credit Card Master Trust representing
the right to certain collections on
receivables originated in the VISA and
MasterCard accounts comprising the master
trust portfolio, including recoveries on
charged-off receivables and fees payable by
VISA and MasterCard to Chase USA. The series
certificate will be rated in one of the four
highest rating categories by at least one
nationally recognized rating agency.
% of Initial Series
Note Structure: Amount Principal Amount
Class A $___________ __%
Class B $___________ __%
Class C $___________ __%
Annual Servicing Fee: ___%
[Download Table]
CLASS A CLASS B CLASS C
------- ------- -------
Anticipated Ratings:
(Moody's/S&P/Fitch IBCA) Aaa/AAA/AAA* A2/A/A* [Baa2/BBB/BBB]**
Credit Enhancement: subordination subordination spread account
of Class B and of Class C
Class C
ERISA Eligible: Yes*** Yes*** Yes***
Interest Rate: [1-month LIBOR + [1-month LIBOR + [1-month LIBOR +
___% p.a.] ___ p.a.] ___% p.a.]
Interest Accrual Method: actual/360 actual/360 actual/360
Interest Payment Dates: monthly (15th) monthly (15th) monthly (15th)
Interest Rate Index
Reset Date: [2 business days [2 business days [2 business days
before each before each before each
interest payment interest payment interest payment
date] date] date]
First Interest Payment
Date: _________, ___ _________, ___ _________, ___
Scheduled NotePayment
Date: _________, 20xx _________, 20xx _________, 20xx
Final Note Payment Date
(no later than): _________, 20xx _________, 20xx _________, 20xx
Application for Exchange
Listing: Luxembourg Luxembourg Luxembourg
CUSIP Number: ______________ ______________ ______________
ISIN: ______________ ______________ ______________
Common Code: ______________ ______________ ______________
----------
* It is a condition to issuance that one of these ratings be obtained.
** It is a condition to issuance that two of these ratings be obtained.
*** Investors subject to ERISA should consult their counsel.
STRUCTURAL SUMMARY
This summary briefly describes certain major structural components of
Series 1999-__. To fully understand the terms of Series 1999 - __ you will
need to read both this supplement and the attached prospectus in their
entirety.
THE OWNER TRUST AND THE NOTES
The notes are obligations of the owner trust and bear interest at the rates
and are payable on the dates stated in the summary of terms. The notes will
be issued by the owner trust. The owner trust is a Delaware business trust
formed by Chase USA for the purpose of issuing the notes. Chase USA is the
beneficial owner of the owner trust.
The notes are secured by the series certificate and the proceeds of the
series certificate that may be held from time to time by the owner trust.
For more information on the owner trust see "Creation of the Owner Trust -
The Owner Trust" in this supplement. For more information on the notes, see
"Description of the Notes" in this supplement.
THE MASTER TRUST AND THE SERIES CERTIFICATE
Chase Credit Card Master Trust is the issuer of the series certificate. The
series certificate for Series 1999- __ is one of __ outstanding series
issued by the master trust. The series certificate will not be subordinated
to any other series of certificates issued by the master trust. The trustee
of the master trust maintains the master trust for several beneficiaries:
o the owner trust, as holder of the series certificate for Series
1999-__, is entitled to an allocation of collections on the
receivables in the master trust portfolio based on the outstanding
amount of the series certificate;
o certificateholders of other series issued by the master trust are
entitled to allocations of collections on the receivables based on
the aggregate outstanding amount of each series;
o providers of credit enhancements for certain series of certificates
issued by the master trust are entitled to allocations of collections
on the receivables based on the terms of those enhancements; and
o Chase USA, as transferor of the receivables to the master trust, is
entitled to the remainder of the collections on the receivables.
The series certificate represents an undivided interest in certain assets
of the master trust. Each month, a portion of collections and net losses on
the receivables, will be allocated to the owner trust as holder of the
series certificate. The amounts allocated to the series certificate will be
used to pay principal and interest due on the notes, to cover net losses
allocated to the series certificate and to pay the servicing fees and other
expenses allocated to the Series Certificate.
For more information on the series certificate see "Description of the
Series Certificate" in this supplement. For more information on the
allocation of collections on the series certificate and payment on the
series certificate see "Description of the Series Certificate - Interest
Allocations," "-Principal Allocations" and "-Allocation Percentages" in
this supplement.
If the collections allocated to the series certificate exceed the principal
and interest payable on the notes, the servicing fee payable to the master
trust servicer, net losses allocated to the series and any required funding
of the spread account (collections > principal + interest + servicing fee +
losses + spread account funding), the servicer will share the excess with
other series of certificates issued by the master trust, and then
distribute any remaining excess to Chase USA. In no case will the holders
of the notes receive more than the outstanding amount of principal and
interest due on the notes.
For more information with respect to the sharing of excess collections see
"Description of the Series Certificate - Shared Excess Finance Charge
Collections" and "- Shared Principal Collection" in this
supplement.
SCHEDULED PAYMENT DATES; MATURITY DATES
The notes are scheduled to be paid in full on the following payment dates
for each class:
Class A __________, 20xx
Class B __________, 20xx
Class C __________, 20xx
The owner trust expects to pay each class of notes in full on the scheduled
payment date for that class.
For the benefit of the owner trust, the master trust will accumulate funds
in a principal funding account for the purpose of redeeming Class A. The
master trust will deposit principal collections in the principal funding
account during a "controlled accumulation period" that ends on the
scheduled payment date for Class A. The controlled accumulation period may
be as long as twelve months, but will be shortened if Chase USA determines
that a shorter period will suffice for the accumulation of the Class A
principal amount. During the controlled accumulation period, the master
trust will make monthly deposits into the principal funding account in
specified amounts. The funds available for deposit in the principal funding
account will comprise the monthly principal collections allocated to Series
1999- _ but may also include principal collections allocated to other
series that would otherwise be paid to Chase USA as transferor of the
receivables to the master trust. In general, the availability of principal
collections allocated to other series would be expected to permit Chase USA
to shorten the controlled accumulation period. On the scheduled payment
date for Class A, the master trust will pay to the owner trust the amount
on deposit in the principal funding account, and the owner trust will make
a principal allocation to Class A to the extent of the available funds.
On the scheduled payment date for Class B, if Class A has been paid in
full, the master trust will pay to the owner trust all principal
collections allocated to Series 1999-__ and the owner trust will make a
principal allocation to Class B, up to the outstanding principal amount of
Class B, to the extent of the available funds.
On the scheduled payment date for Class C, if Class A and Class B have been
paid in full, the master trust will pay to the owner trust all principal
collections allocated to Series 1999-__ and the owner trust will make a
Principal Allocation to Class C, up to the outstanding principal amount of
Class C, to the extent of the available funds.
The notes will mature, and any remaining principal and interest will be
payable, on _________. No further payments on the notes will be made after
that date.
For more information with respect to repayment of principal of notes and
the controlled accumulation period see "Description of the Notes -
Principal and Interest on the Notes - Payments of Principal," "Maturity
Considerations - Controlled Accumulation Period" and "Description of the
Series Certificate Postponement of Controlled Accumulation Period" in this
supplement.
SHORTFALLS IN EXPECTED CASHFLOWS
If the funds available in the principal funding account and paid to the
owner trust on the scheduled Class A payment date are insufficient to pay
Class A principal in full, the owner trust will use the available funds to
pay in part each of the outstanding Class A notes. On each subsequent
payment date, the owner trust will apply all principal allocations it
receives on the series certificate to the further payment of each of the
outstanding Class A notes until they have been paid in full.
If Class A remains outstanding on the scheduled Class B payment date, the
owner trust will use the principal collections it receives from the master
trust to pay Class A until Class A has been paid in full. If the principal
collections remaining after Class A has been paid in full are insufficient
to pay Class B in full, the owner trust will use those funds to pay in part
each of the outstanding Class B notes. On each subsequent payment date, the
owner trust will apply all principal allocations it receives on the series
certificate to the further payment of each of the outstanding Class B notes
until they have been paid in full.
If Class A or Class B remains outstanding on the scheduled Class C payment
date, the owner trust will use the principal collections it receives from
the master trust to pay Class A and Class B until Class A and Class B have
been paid in full. If the available funds remaining after Class A and Class
B have been paid in full are insufficient to pay Class C in full, the owner
trust will use those funds to pay in part each of the outstanding Class C
notes. On each subsequent payment date, the owner trust will apply all
principal allocations it receives on the series certificate to the further
payment of each of the outstanding Class C notes until they have been paid
in full.
For more information on shortfalls in expected cashflows see "Description
of the Notes - Principal and Interest on the Notes - Payment of Principal"
in this supplement.
OPTIONAL REDEMPTION
Chase USA, as transferor of the receivables to the master trust, has the
right, but not the obligation, to purchase the series certificate, and
cause the payment in full of the outstanding notes, when the outstanding
amount of the series certificate is less than 5% of the amount of the
series certificate at the closing date. If Chase USA exercises its right to
purchase the series certificate, the purchase price received by the owner
trust will be used to redeem the outstanding notes. The redemption price
for any note will equal the sum of the outstanding principal amount of the
note plus the accrued but unpaid interest on the note at the redemption
date.
For more information with respect to optional redemption of the notes see
"Description of the Notes Principal and Interest on the Notes - Optional
Redemption" in this supplement and "Description of the Certificates - Final
Payment of Principal; Termination" in the attached prospectus.
ALLOCATION OF NET LOSSES; CREDIT ENHANCEMENT
The series certificate represents an interest in both collections and net
losses on the receivables in the master trust portfolio. The Class A and
Class B notes, however, feature credit enhancement by means of the
subordination of other interests, which provides the Class A and Class B
notes with a measure of protection from net losses and shortfalls in cash
flow. Class C has the benefit of a spread account that is available to
reimburse any losses that Class C may suffer.
The master trust will allocate a portion of net losses on the receivables
in the master trust portfolio to the series certificate. Finance charge
collections allocated to the series certificate ordinarily will be used to
pay interest on the notes, to fund the servicing fee with respect to Series
1999-__ and then to cover the portion of net losses allocated to the series
certificate. If finance charges are insufficient to make all required
payments and reimbursements in any month, shared finance charge collections
from other series, if any, may be used to make up the shortfall.
If those amounts are not sufficient, reallocated principal collections may
be used to make up the shortfall, but in that event the outstanding amount
of the series certificate will be reduced by the amount of the reallocated
principal. Any reduction in the outstanding amount of the series
certificate may be reinstated on subsequent payment dates by application of
any finance charge collections remaining after payment of all other
required amounts.
If any reduction of the outstanding amount of the series certificate is not
reinstated, the owner trust will not receive sufficient principal
allocations for the redemption or repayment of the entire aggregate
principal amount of the notes. In that event, the owner trust will pay
first the principal of Class A, then the principal of Class B, and finally
the principal of Class C. In this manner, Class C will be subordinated to
Class A and Class B, and Class B will be subordinated to Class A.
Class C will have the benefit of the spread account maintained by the owner
trust. The master trust will make payments to the owner trust out of
available finance charge collections on the receivables in order to fund
the spread account. If payments of principal and finance charge collections
on the series certificate are insufficient to pay the principal and
interest due on Class C, the owner trust will use the funds on deposit in
the spread account, if any, to make up the shortfall.
For more information on allocation of losses see "Description of the Notes
- Subordination" in this supplement.
MINIMUM YIELD ON THE RECEIVABLES; EVENTS OF DEFAULT AND ACCELERATION
OF MATURITY
The owner trust will begin to repay the principal of the notes before their
scheduled payment dates if the finance charge collections on the
receivables in the master trust portfolio are too low. The minimum amount
of collections for any month, referred to as the "base rate", is the sum of
the interest payable on the notes for the related interest period, plus the
servicing fee allocated to the series certificate for the related month. If
the average net yield for the master trust portfolio, after deducting net
loss amounts, for any three consecutive months is less than the average
base rate for the same three consecutive months, a "pay out event" will
occur with respect to the series certificate and the master trust will
commence a "rapid amortization" of the series certificate through payment
of all allocated principal to the owner trust. The owner trust, in turn,
will use the proceeds of any rapid amortization to repay the notes in full
or in part as described above under "Shortfalls in Expected Cashflows."
The series certificate is also subject to several other pay out events,
which could cause the commencement of a rapid amortization of the series
certificate. Also, the notes are subject to certain events of default,
which could result in the acceleration of the maturity of the notes. These
other events are summarized under the headings "Description of the Series
Certificate - Pay Out Events" and "Description of the Notes - Events of
Default" in this supplement.
For more information on pay out events, the portfolio yield and base rate,
early principal repayment and redemption and rapid amortization, see
"Maturity Considerations - Pay Out Events," "Description of the Series
Certificate - Pay Out Events" and "Description of the Notes - Principal and
Interest on the Notes" in this supplement and "Description of the
Certificates Principal Allocations," "- Rapid Amortization Period" and "-
Final Payment of Principal; Termination" in the attached prospectus.
TAX STATUS OF CLASS A, CLASS B, CLASS C AND CHASE CREDIT CARD MASTER TRUST
Simpson Thacher & Bartlett, tax counsel to Chase USA, is of the opinion
that:
o under existing laws the Class A, Class B and Class C will be
characterized as debt for U.S. federal income tax purposes; and
o that neither Chase Credit Card Owner Trust 1999- __ nor the Chase Credit
Card Master Trust will be an association or publicly traded partnership
taxable as a corporation for U.S. federal income tax purposes.
For further information regarding the application of U.S. federal income
tax laws, see "Tax Matters" in the attached prospectus.
ERISA CONSIDERATIONS
Subject to important considerations described under "Employee Benefit Plan
Considerations" in the attached prospectus, each class of notes will be
eligible for purchase by persons investing assets of employee benefit plans
or individual retirement accounts.
For further information regarding the application of ERISA, see "Employee
Benefit Plan Considerations" in the attached prospectus.
MAILING ADDRESS AND TELEPHONE NUMBER OF PRINCIPAL EXECUTIVE OFFICES
The mailing address of Chase Manhattan Bank USA, National Association is
802 Delaware Avenue, Wilmington, Delaware 19801, and the telephone number
is (302) 575-5000.
SELECTED MASTER TRUST PORTFOLIO SUMMARY DATA
[GRAPHIC OMITTED]
The chart above shows the geographic distribution of the receivables in the
master trust portfolio among the 50 states and the District of Columbia.
Other than the states specifically shown in the chart, no state accounts
for more than 5% of receivables in the master trust portfolio.
[GRAPHIC OMITTED]
The chart above shows the percentages of the receivables in the master
trust portfolio arising under accounts within the age brackets shown.
[GRAPHIC OMITTED]
The chart above shows the total yield, payment rate and net charge-off rate
for the master trust portfolio for each month from January, 1997 to
December, 1998.
"Master Trust yield" for any month means the total amount of collected
finance charges and interchange charges allocated to Chase Credit Card
Master Trust for the month, expressed as a percentage of total outstanding
principal receivables at the beginning of the month.
The "payment rate" for any month is the aggregate amount collected on
receivables during the month, including recoveries on previously charged
off, receivables, expressed as a percentage of total outstanding
receivables at the beginning of the month.
The amount of "net charge-offs" for any month is the amount of charged-off
receivables recorded in the month, net of any recoveries from earlier
charge-offs on receivables in the master trust portfolio, expressed as a
percentage of total outstanding principal receivables at the beginning of
the month.
RISK FACTORS
You should consider the following risk factors in deciding whether to
purchase the notes described herein.
POTENTIAL EARLY If a pay out event occurs with respect to the
REPAYMENT OR DELAYED series certificate, the master trust will
PAYMENT DUE TO REDUCED begin making payments of principal to the
PORTFOLIO YIELD indenture trustee who holds the series
certificate for the benefit of the
noteholders. The indenture trustee will then
begin making payments of principal on the
notes. Such amounts may be paid to the notes
prior to the scheduled principal payment date
for the notes. If the average Chase Credit
Card Master Trust portfolio yield for Series
1999-__ for any three consecutive months is
less than the average base rate for the same
three consecutive months, a "pay out event"
will occur with respect to the series
certificate for Series 1999-__ and the master
trust will commence a rapid amortization of
the series certificate for Series 1999-__,
and you will receive principal allocations
earlier than the scheduled principal
allocation date of your notes. Moreover, if
principal collections on receivables
allocated to other series are available for
application to a rapid amortization of any
outstanding securities, the period during
which that rapid amortization occurs may be
substantially shortened. Because of the
potential for early repayment if the
portfolio yield on the receivables falls
below the minimum amount, any circumstances
that tend to reduce the portfolio yield may
increase the risk of early repayment of the
notes.
Conversely, a reduction in collections may
cause the period during which collections are
accumulated in the principal funding account
for payment of the series certificate to be
longer than otherwise would have been the
case.
The following factors could result in
circumstances that tend to reduce
collections:
CHASE USA MAY CHANGE THE TERMS AND CONDITIONS
OF THE ACCOUNTS
Chase USA will transfer to the master trust
receivables arising under specified credit
card accounts, but Chase USA will continue to
own those accounts. As the owner of those
accounts, Chase USA retains the right to
change various terms and conditions of those
accounts, including finance charges and other
fees it charges and the required monthly
minimum payment. Chase USA may change the
terms of the accounts to maintain its
competitive position in the credit card
industry. Changes in the terms of the
accounts may reduce the amount of receivables
arising under the accounts, reduce the amount
of collections on those receivables, or
otherwise alter payment patterns. See
"Description of the Certificates - Addition
of Trust Assets", "- Representations and
Warranties" and "Chase USA's Credit Card
Activities Billing and Payments" in the
attached prospectus.
CHASE USA MAY ADD ACCOUNTS TO THE MASTER
TRUST PORTFOLIO
In addition to the accounts already
designated for the master trust, Chase USA is
permitted to designate additional accounts
for the master trust portfolio and to
transfer the receivables in those accounts to
the master trust. Also, if Chase USA's
percentage interest in the accounts of the
master trust falls to 7% or less, Chase USA
will be required to maintain that level by
designating additional accounts for the
master trust portfolio and transferring the
receivables in those accounts to the master
trust. Any new accounts and receivables may
have different terms and conditions than the
accounts and receivables already in the
master trust -- such as higher or lower fees
or interest rates, or longer or shorter
principal allocation terms. Credit card
accounts purchased by Chase USA may be
included as additional accounts if certain
conditions are satisfied. Credit card
accounts purchased by Chase USA will have
been originated using the account
originator's underwriting criteria, not those
of Chase USA. The account originator's
underwriting criteria may be more or less
stringent than those of Chase USA. The new
accounts and receivables may produce higher
or lower collections or charge-offs over time
than the accounts and receivables already in
the master trust and could tend to reduce the
amount of collections allocated to Series
1999-__.
If Chase USA is required to add accounts to
the master trust, it may not have any
accounts to be added to the trust. If Chase
USA fails to add accounts when required, a
"pay out event" will occur and you could
receive payment of principal sooner than
expected. See "Description of the
Certificates -- Addition of Master Trust
Assets" in the attached prospectus.
SECURITIES AND RECEIVABLES INTEREST RATE
RESET TERMS MAY DIFFER
Finance charges on certain of the accounts in
the master trust accrue at a variable rate
above a designated prime rate or other
designated index. The interest rate of your
note is based on LIBOR. Changes in LIBOR
might not be reflected in the prime rate or
the designated index, resulting in a higher
or lower spread, or difference, between the
amount of collections of finance charge
receivables on the accounts and the amounts
of interest payable on the notes and other
amounts required to be funded out of
collections of finance charge receivables.
Finance charges on certain of the accounts in
the master trust accrue at a fixed rate. If
LIBOR increases, the amount of interest on
the notes and other amounts required to be
funded out of collections of finance charge
receivables will increase, while the amount
of collections of finance charge receivables
on the accounts will remain the same unless
and until the rates on the accounts are
reset.
A decrease in the spread between collections
of finance charge receivables and interest
allocations on the notes could increase the
risk of early repayment of the series
certificate and early repayment of the notes.
CHANGES TO CONSUMER PROTECTION LAWS MAY
IMPEDE CHASE'S COLLECTION EFFORTS
Federal and state consumer protection laws
regulate the creation and enforcement of
consumer loans, including credit card
accounts and receivables. Changes or
additions to those regulations could make it
more difficult for the servicer of the
receivables to collect payments on the
receivables or reduce the finance charges and
other fees that Chase USA can charge on
credit card account balances, resulting in
reduced collections. See "Description of the
Certificates -- Pay Out Events" in the
attached prospectus.
Receivables that do not comply with consumer
protection laws may not be valid or
enforceable in accordance with their terms
against the obligors on those receivables.
Chase USA makes representations and
warranties relating to the validity and
enforceability of the receivables arising
under the accounts in the master trust
portfolio. Subject to certain conditions
described under "Description of the
Certificates -- Representations and
Warranties" in the attached prospectus, Chase
USA must accept reassignment of each
receivable that does not comply in all
material respects with all requirements of
applicable law. However, we do not anticipate
that the master trust trustee under the
pooling and servicing agreement will make any
examination of the receivables or the related
records for the purpose of determining the
presence or absence of defects, compliance
with representations and warranties, or for
any other purpose. The only remedy if any
representation or warranty is violated, and
the violation continues beyond the period of
time Chase USA has to correct the violation,
is that Chase USA must accept reassignment of
the receivables affected by the violation,
subject to certain conditions described under
"Description of the Certificates --
Representations and Warranties" in the
attached prospectus. See also "Certain Legal
Aspects of the Receivables -- Consumer
Protection Laws" in the attached prospectus.
If a cardholder sought protection under
federal or state bankruptcy or debtor relief
laws, a court could reduce or discharge
completely the cardholder's obligations to
repay amounts due on its account and, as a
result, the related receivables would be
written off as uncollectible. See
"Description of the Series Certificate --
Defaulted Receivables; Investor Charge-Offs"
in this supplement and "Description of the
Certificates -- Defaulted Receivables;
Rebates and Fraudulent Charges; Investor
Charge-Offs" in the attached prospectus.
SLOWER GENERATION OF RECEIVABLES COULD REDUCE
COLLECTIONS
The receivables transferred to the master
trust may be paid at any time. We cannot
assure the creation of additional receivables
in the master trust's accounts or that any
particular pattern of cardholder payments
will occur. A significant decline in the
amount of new receivables generated by the
accounts in the master trust could result in
reduced amounts of collections in the master
trust portfolio. See "Maturity
Considerations" in this supplement.
ALLOCATIONS OF CHARGED-OFF Chase USA anticipates that it will write off
RECEIVABLES COULD REDUCE as uncollectible some portion of the
PAYMENTS TO SECURITYHOLD receivables arising in accounts in the master
trust portfolio. The series certificate will
be allocated a portion of those charged-off
receivables. See "Description of the Series
Certificate -- Allocation Percentages" and
"Chase USA's Credit Card Portfolio --
Delinquency and Loss Experience" in this
supplement. If the amount of charged-off
receivables allocated to the series
certificate exceeds the amount of other funds
available for reimbursement of those
charge-offs, the owner trust as the holder of
the series certificate may not receive the
full amount of principal and interest due to
it and the noteholders may suffer a loss in
repayment of principal. See "Description of
the Series Certificate -- Reallocation of
Cash Flows," " -- Application of Collections"
and " -- Defaulted Receivables; Investor
Charge-Offs" in this supplement.
LIMITED ABILITY TO The underwriters may assist in resales of any
RESELL NOTES class of the notes but they are not required
to do so. A secondary market for any of your
notes may not develop. If a secondary market
does develop, it might not continue or it
might not be sufficiently liquid to allow you
to resell any of your notes.
CERTAIN LIENS COULD Chase USA accounts for the transfer of the
BE GIVEN PRIORITY receivables to the master trust as a sale.
OVER YOUR SECURITIES However, a court could conclude that Chase
USA still owns the receivables and that the
master trust holds only a security interest.
In addition, Chase USA accounts for the
transfer of the series certificate to the
owner trust as a sale. However, a court could
conclude that Chase USA still owns the series
certificate and that the owner trust holds
only a security interest in the series
certificate. Chase USA will take steps to
give (i) the master trust trustee a "first
priority perfected security interest" in the
receivables in the event a court concludes
that Chase USA still owns the receivables and
(ii) the indenture trustee a "first priority
perfected security interest" in the series
certificate in the event a court concludes
that Chase USA still owns the series
certificate. If Chase USA became insolvent
and the Federal Deposit Insurance Corporation
were appointed conservator or receiver of
Chase USA, the FDIC's administrative expenses
might be paid from the receivables before the
master trust received any payments on the
receivables and before the owner trust
received any payments on the series
certificate. If a court concludes that the
transfer to the master trust is only a grant
of a security interest in the receivables
certain liens on Chase USA's property arising
before new receivables come into existence
may get paid before the master trust's
interest in those receivables. Those liens
include a tax or government lien or other
liens permitted under the law without the
consent of Chase USA. See "Certain Legal
Aspects of the Receivables -- Transfer of
Receivables" and "Description of the
Certificates -- Representations and
Warranties" in the attached prospectus.
INSOLVENCY OR BANKRUPTCY Under the Federal Deposit Insurance Act, as
OF CHASE USA COULD RESULT amended by the Financial Institutions Reform,
IN ACCELERATED, DELAYED Recovery and Enforcement Act of 1989, the
OR REDUCED PAYMENTS TO master trust's security interest in the
NOTEHOLDERS receivables arising under the accounts in the
master trust portfolio and the indenture
trustee's security interest in the series
certificate should be respected by the FDIC
where-
o Chase USA's transfer of the receivables to
the master trust is the grant of a valid
security interest in the receivables to
the master trust and Chase USA's transfer
of the series certificate to the owner
trust is the grant of a valid security
interest in the series certificate to the
owner trust;
o Chase USA becomes insolvent and the FDIC
is appointed conservator or receiver of
Chase USA;
o the security interest (a) is validly
perfected before Chase USA's insolvency
and (b) was not taken in contemplation of
Chase USA's insolvency or with the intent
to hinder, delay or defraud Chase USA or
its creditors; and
o the pooling and servicing agreement
establishing the master trust, the deposit
and administration agreement transferring
the series certificate to the owner trust
and the indenture pledging the series
certificate to secure the notes are all
continuously official records of Chase USA
under the Federal Deposit Insurance Act
and represents bona fide and arm's length
transactions undertaken for adequate
consideration in the ordinary course of
business.
Under the Federal Deposit Insurance Act, the
FDIC could --
o require The Bank of New York, as master
trust trustee, to go through an
administrative claims procedure to
establish its right to payments collected
on the receivables in the master trust;
o require as indenture trustee for the
noteholders to go through an
administrative claims procedure to
establish its right to payments made on
the series certificate;
o request a stay of proceedings with respect
to Chase USA;
o repudiate the pooling and servicing
agreement establishing the master trust
and limit the master trust's resulting
claim to "actual direct compensatory
damages" measured as of the date of
receivership; or
o repudiate the deposit and administration
agreement and the indenture and limit the
noteholders' resulting claim to "actual
direct compensatory damages" measured as
of the date of receivership. See "Certain
Legal Aspects of the Receivables-- Certain
Matters Relating to Receivership" in the
attached prospectus.
If the FDIC were to take any of those actions
your payments of outstanding principal and
interest on the notes could be delayed and
possibly reduced.
If a conservator or receiver were appointed
for Chase USA, then a "pay out event" would
occur for all outstanding series of master
trust certificates and cause early repayment
of both the series certificate and the notes.
Under the terms of the pooling and servicing
agreement new principal receivables would not
be transferred to the master trust and the
master trust trustee would sell the
receivables (unless holders of more than 50%
of the investor interest of each class of
outstanding certificates gave the trustee
other instructions). The master trust would
then terminate earlier than was planned and
you could have a loss if the sale of the
receivables produced insufficient net
proceeds to pay the series certificate in
full. The conservator or receiver may
nonetheless have the power --
o regardless of the terms of the pooling and
servicing agreement, (a) to prevent the
beginning of a rapid amortization period,
(b) to prevent the early sale of the
receivables and termination of the master
trust or (c) to require new principal
receivables to continue being transferred
to the master trust;
o regardless of the instructions of the
securityholders, (a) to require the early
sale of the master trust's receivables,
(b) to require termination of the master
trust and retirement of the series
certificate or (c) to prohibit the
continued transfer of principal
receivables to the master trust; or
o regardless of the terms of the indenture,
(a) to prevent the declaration of an event
of default and (b) to prevent the sale by
the owner trust of the series certificate.
In addition, if Chase Bank, as servicer,
defaults on its obligations under the pooling
and servicing agreement solely because a
conservator or receiver is appointed for
Chase Bank, the conservator or receiver might
have the power to prevent either the master
trust trustee or the holders of certificates
issued by the master trust from appointing a
new servicer under the related pooling and
servicing agreement. See "Certain Legal
Aspects of the Receivables -- Certain Matters
Relating to Receivership" in the attached
prospectus.
ISSUANCE OF ADDITIONAL Chase Credit Card Master Trust, as a master
SERIES BY THE MASTER trust, may issue series of certificates from
TRUST MAY AFFECT THE time to time. The master trust may issue
TIMING OF PAYMENTS additional series with terms that are
different from the series certificate without
the prior review or consent of any
securityholders. It is a condition to the
issuance of each new series that each rating
agency that has rated an outstanding series
confirm in writing that the issuance of the
new series will not result in a reduction or
withdrawal of its rating of any class of any
outstanding series or of any series of notes.
However, the terms of a new series could
affect the timing and amounts of payments on
any other outstanding series. See
"Description of the Certificates --
Exchanges" in the attached prospectus.
INDIVIDUAL NOTEHOLDERS Noteholders will have limited voting rights
WILL HAVE LIMITED CONTROL relating to actions of the owner trust and
OF MASTER TRUST ACTIONS indenture trustee. The noteholders will not
have the right to vote to direct the master
trust trustee to take any actions other than
the right to vote to declare a pay out event
or a servicer default.
CLASS B AND CLASS C BEAR Class B is subordinated to Class A. Principal
ADDITIONAL CREDIT RISK allocations to Class B will not begin until
Class A has been paid in full. If principal
collections allocated to the series
certificate are reallocated to make interest
allocations, the full amount of Class B
principal may not be repaid. If receivables
had to be sold, the net proceeds of that sale
available to pay principal on the notes would
be paid first to Class A before any remaining
net proceeds would be available for payments
due to Class B. See "Description of the
Notes-- Subordination" in this supplement.
Class C is subordinated to Class A and Class
B. Principal allocations to Class C will not
begin until Class A and Class B are repaid.
If principal collections allocated to the
series certificate are reallocated to make
interest allocations and not reimbursed, the
full amount of Class C principal may not be
repaid. If receivables had to be sold, the
net proceeds of that sale available to pay
principal would be paid first to Class A,
then to Class B, before any remaining net
proceeds would be available for payments due
to Class C. See "Description of the Notes --
Subordination" in this supplement.
LIMITED ASSETS OF THE The owner trust will not have any significant
OWNER TRUST assets other than the series certificate, the
owner trust spread account and the note
distribution account. As a result, holders of
notes must rely only on those assets for
repayment of their notes. Although the owner
trust may be required to sell the series
certificate following a pay out event, there
can be no assurance that the proceeds of a
sale of the series certificate will be
sufficient to pay the interest or principal
due to the holders of notes. Additionally,
the sale of the series certificate is subject
to certain restrictions on transferability,
which may delay the payment on the notes.
OWNER TRUST SPREAD ACCOUNT The owner trust spread account available to
AVAILABLE TO CLASS C Class C will only be funded in certain
limited circumstances from certain limited
amounts available for this purpose. If
funded, the amount available will be limited
and will be subject to reductions. If the
amount available in the owner trust spread
account is equal to zero, the Class C
noteholders will bear directly the risk of
loss due to defaults in the master trust
portfolio. See "Description of the Notes -
Owner Trust Spread Account."
THE CHASE CREDIT CARD MASTER TRUST PORTFOLIO
Capitalized terms are defined in the attached prospectus or in this
supplement. Definitions are indicated by boldface type. Both the attached
prospectus and this supplement contain an index of terms listing the page
numbers where definitions can be found.
GENERAL
The receivables (the "RECEIVABLES") conveyed or to be conveyed to the
Chase Credit Card Master Trust (the "MASTER TRUST") pursuant to a pooling
and servicing agreement (as the same may be amended from time to time, the
"POOLING AND SERVICING AGREEMENT"), among Chase Manhattan Bank USA,
National Association ("CHASE USA" or the "BANK"), The Chase Manhattan Bank
("CMB"), as servicer of the Receivables (the "SERVICER"), and The Bank of
New York, as trustee (the "MASTER TRUST TRUSTEE"), as supplemented by the
supplement relating to the Series Certificate (the "SERIES 1999-__
SUPPLEMENT") (the term "POOLING AND SERVICING AGREEMENT," unless the
context requires otherwise, refers to the Pooling and Servicing Agreement
as supplemented by the Series 1999-__ Supplement) have been or will be
generated from transactions made by holders of MasterCard and VISA credit
card accounts (the "ACCOUNTS") selected by Chase USA, including premium
accounts and standard accounts, from the Bank Portfolio. The Variable Rate
Asset Backed Certificate, Series 1999-_ (the "SERIES CERTIFICATE") will
represent the right to receive certain payments from the Master Trust
(formerly known as Chemical Master Credit Card Trust I), created pursuant
to a pooling and servicing agreement among the Transferor (as defined
herein), CMB as Servicer, and The Bank of New York, as Master Trust
Trustee. As used in this prospectus supplement, the term
"CERTIFICATEHOLDER" or "SERIES CERTIFICATEHOLDER" refers to Chase Credit
Card Owner Trust 199__ as the holder of the Series Certificate, and
"TRANSFEROR" means (a) with respect to the period prior to June 1, 1996,
CMB (formerly known as Chemical Bank) and (b) with respect to the period
beginning on June 1, 1996, Chase USA.
The Receivables conveyed to the Master Trust arise in Accounts
selected by Chase USA from the Bank Portfolio on the basis of criteria set
forth in the Pooling and Servicing Agreement as applied on September 27,
1995 (the "CUT-OFF DATE") and, with respect to Additional Accounts, as of
the related dates of their designations (the "TRUST PORTFOLIO"). Pursuant
to the Pooling and Servicing Agreement, Chase USA has the right, subject to
certain limitations and conditions set forth therein, to designate from
time to time Additional Accounts and to transfer to the Master Trust all
Receivables of such Additional Accounts, whether such Receivables are then
existing or thereafter created. Any Additional Accounts designated pursuant
to the Pooling and Servicing Agreement must be Eligible Accounts as of the
date Chase USA designates such accounts as Additional Accounts. Chase USA
will be required to designate Additional Accounts, to the extent available,
(a) to maintain the Transferor Interest so that during any period of 30
consecutive days, the Transferor Interest averaged over that period equals
or exceeds the Minimum Transferor Interest for the same period and (b) to
maintain, for so long as certificates of any Series (including the Series
Certificate) remain outstanding, the sum of (i) the aggregate amount of
Principal Receivables and (ii) the principal amount on deposit in the
Excess Funding Account equal to or greater than the Minimum Aggregate
Principal Receivables. "MINIMUM TRANSFEROR INTEREST" for any period means
7% of the sum of (i) the average Principal Receivables for such period and
(ii) the average principal amount on deposit in the Excess Funding Account,
the Principal Funding Account and any other account specified from time to
time pursuant to the Agreement or the Series Supplement for such period;
provided, however, that Chase USA may reduce the Minimum Transferor
Interest to not less than 2% of the sum of the amounts specified in clauses
(i) and (ii) above upon satisfaction of the Rating Agency Condition and
certain other conditions set forth in the Pooling and Servicing Agreement.
"MINIMUM AGGREGATE PRINCIPAL RECEIVABLES" means an amount equal to the sum
of the numerators used to calculate the Investor Percentages with respect
to the allocation of collections of Principal Receivables for each Series
then outstanding minus the amount on deposit in the Excess Funding Account
as of the date of determination; provided, that the Minimum Aggregate
Principal Receivables may be reduced to a lesser amount at any time if the
Rating Agency Condition is satisfied. Chase USA will convey the Receivables
then existing or thereafter created under such Additional Accounts to the
Master Trust. Further, pursuant to the Pooling and Servicing Agreement,
Chase USA will have the right (subject to certain limitations and
conditions) to designate certain Accounts and to require the Master Trust
Trustee to reconvey all Receivables in such Accounts (the "REMOVED
ACCOUNTS") to Chase USA, whether such Receivables are then existing or
thereafter created. Throughout the term of the Master Trust, the Accounts
from which the Receivables arise will be the Accounts designated by Chase
USA on the Cut-Off Date plus any Additional Accounts minus any Removed
Accounts. As of the Cut-Off Date and, with respect to Receivables in
Additional Accounts, as of the related date of their conveyance to the
Master Trust, and on the date any new Receivables are created, Chase USA
will represent and warrant to the Master Trust that the Receivables meet
the eligibility requirements specified in the Pooling and Servicing
Agreement. See "Description of the Certificates -- Representations and
Warranties" in the attached prospectus.
DELINQUENCY AND LOSS EXPERIENCE
The Bank considers an account delinquent if a payment due thereunder
is not received by the Bank by the date of the statement following the
statement on which the amount is first stated to be due. Efforts to collect
delinquent credit card receivables are made by the Bank's account
management department, collection agencies and attorneys retained by the
Bank. For a description of the Bank's collection practices and policies,
see "Chase USA's Credit Card Activities -- Collection of Delinquent
Accounts" in the attached prospectus.
The Bank's policy is to charge off an account during the billing
cycle immediately following the cycle in which such account became one
hundred fifty (150) days delinquent. If the Bank receives notice that a
cardholder is the subject of a bankruptcy proceeding, the Bank charges off
such account upon the earlier of seventy-five (75) days after receipt of
such notice and the time period set forth in the previous sentence.
The following tables set forth the delinquency and loss experience as
of the dates and for each of the periods shown for the Trust Portfolio.
DELINQUENCY EXPERIENCE
TRUST PORTFOLIO
(DOLLAR AMOUNTS IN MILLIONS)
[Enlarge/Download Table]
DECEMBER 31,
------------------------------------------------------------------------------------
1998 1997 1996
-------------------------- -------------------------- --------------------------
PERCENTAGE PERCENTAGE PERCENTAGE
DELINQUENT OF TOTAL DELINQUENT OF TOTAL DELINQUENT OF TOTAL
NUMBER OF DAYS DELINQUENT(1) AMOUNT RECEIVABLES(2) AMOUNT RECEIVABLES(2) AMOUNT RECEIVABLES(2)
------------------------------- ---------- -------------- ---------- -------------- ---------- --------------
30 to 59 Days.................. $ % $ % $ %
60 to 89 Days..................
90 Days or More................
---------- -------------- ---------- -------------- ---------- --------------
TOTAL.................... $ % $ % $ %
========== ============== ========== ============== ========== ==============
--------------------
(1) Number of days delinquent means the number of days after the first
billing date following the original billing date. For example, 30 days
delinquent means that no payment was received within 60 days after the
original billing date.
(2) Delinquencies are calculated as a percentage of outstanding receivables
as of the end of the month.
LOSS EXPERIENCE
TRUST PORTFOLIO
(DOLLAR AMOUNTS IN MILLIONS)
YEAR ENDED DECEMBER 31,
----------------------------------
1998 1997 1996
-------- -------- --------
Average Receivables Outstanding(1)....... $ $ $
Gross Charge-Offs(2)(3)..................
Recoveries...............................
Net Charge-Offs..........................
Net Charge-Offs as a Percentage of
Average Receivables Outstanding........ % % %
--------------------
(1) Average Principal Receivables Outstanding is the average of the daily
receivable balance during the period indicated.
(2) Gross Charge-Offs shown include only the principal portion of
charged-off receivables.
(3) Gross Charge-Offs do not include the amount of any reductions in
Average Receivables Outstanding due to fraud, returned goods or
customer disputes. Gross Charge-Offs exclude charges relating to
changes in Chase USA's charge-off policies.
The increase in Net Charge-Offs as a Percentage of Average Principal
Receivables Outstanding for the Trust Portfolio for the years ended
December 31, 1998, and December 31, 1997, when compared with the year ended
December 31, 1996, reflects, among other factors, higher levels of personal
bankruptcies. See "The Receivables -- Additional Trust Portfolio
Information" herein for information with respect to net charge-offs as a
percentage of the average Principal Receivables outstanding in the Master
Trust.
INTERCHANGE
Chase USA is required, pursuant to the terms of the Pooling and
Servicing Agreement, to transfer to the Master Trust a percentage of
Interchange (as defined in the attached prospectus). Interchange arising
from the Trust Portfolio is allocated to the Master Trust based upon the
percentage equivalent of the same ratio which the aggregate amount of
purchases of merchandise and services relating to the Accounts made during
such Monthly Period bears to the aggregate amount of purchases of
merchandise and services relating to the Bank Portfolio with respect to
such Monthly Period. Interchange allocated to the Master Trust will be
treated as collections of Finance Charge Receivables. MasterCard and VISA
may from time to time change the amount of Interchange reimbursed to banks
issuing their credit cards. Under the circumstances described herein,
Interchange will be used to pay a portion of the Investor Servicing Fee
required to be paid on each Transfer Date. See "Description of the Series
Certificates -- Servicing Compensation and Payment of Expenses" herein and
"Chase USA's Credit Card Activities -- Interchange" in the attached
prospectus.
RECOVERIES
Chase USA is required, pursuant to the terms of the Agreement, to
transfer to the Master Trust a percentage of the recoveries on charged-off
accounts in the Bank Portfolio ("RECOVERIES") received each month. For each
Monthly Period, Recoveries will be allocated to the Series Certificate on
the basis of the percentage equivalent of the ratio which the amount of
Receivables in Defaulted Accounts for such Monthly Period bears to the
amount of receivables in defaulted accounts recorded in the Bank Portfolio
for such Monthly Period. Recoveries allocated to the Master Trust will be
treated as collections of Finance Charge Receivables. See "-- Delinquency
and Loss Experience" above and "Chase USA's Credit Card Activities --
Collection of Delinquent Accounts" in the attached prospectus.
THE RECEIVABLES
The Receivables in the Trust Portfolio, as of the beginning of the
day on ________________, 199_, included approximately $____ billion of
Principal Receivables and approximately $___ billion of Finance Charge
Receivables. The Accounts had an average Principal Receivable balance of
$________ and an average credit limit of $________. The percentage of the
aggregate total Receivable balance to the aggregate total credit limit was
approximately __%. The average age of the Accounts was approximately __
months. As of the beginning of the day on _____, 199_, cardholders whose
Accounts are included in the Trust Portfolio had billing addresses in all
50 states and the District of Columbia. As of the beginning of the day on
_______, 199_, approximately __% of the Accounts were standard accounts and
__% were premium accounts, and the aggregate Principal Receivable balances
of standard accounts and premium accounts, as a percentage of the total
aggregate Principal Receivables, were approximately __% and __%,
respectively. As of the beginning of the day on _____, 199__, the
Receivables in the Trust Portfolio represented approximately __% of
aggregate receivables in the Bank Portfolio
The following tables summarize the Trust Portfolio by various
criteria as of the beginning of the day on _______, 199_. Because the
future composition of the Trust Portfolio may change over time, these
tables are not necessarily indicative of the composition of the Trust
Portfolio at any subsequent time.
COMPOSITION BY ACCOUNT BALANCE > - <
TRUST PORTFOLIO
[Enlarge/Download Table]
PERCENTAGE OF PERCENTAGE
NUMBER OF TOTAL NUMBER RECEIVABLES OF TOTAL
ACCOUNT BALANCE ACCOUNTS OF ACCOUNTS OUTSTANDING RECEIVABLES
-------------------------------- --------- ------------- ------------ -----------
Credit Balance.................. % $ %
No Balance......................
$0.01 to $1,500.00..............
$1,500.01 to $5,000.00..........
$5,000.01 to $10,000.00.........
$10,000.01 to $20,000.00........
Over $20,000.00.................
--------- ------------- ------------ -----------
TOTAL.......................... 100% $ 100%
========= ============= ============ ===========
COMPOSITION BY CREDIT LIMIT > - <
TRUST PORTFOLIO
[Enlarge/Download Table]
PERCENTAGE OF PERCENTAGE
NUMBER OF TOTAL NUMBER RECEIVABLES OF TOTAL
ACCOUNT BALANCE ACCOUNTS OF ACCOUNTS OUTSTANDING RECEIVABLES
-------------------------------- --------- ------------- ------------ -----------
$0.00........................... % $ %
$0.01 to $1,500.00..............
$1,500 to $5,000.00.............
$5,000.01 to $10,000.00.........
Over $10,000.00.................
--------- ------------- ------------ -----------
TOTAL........................ 100% $ 100%
========= ============= ============ ===========
COMPOSITION BY PERIOD OF DELINQUENCY > - <
TRUST PORTFOLIO
[Enlarge/Download Table]
PERCENTAGE OF PERCENTAGE
NUMBER OF TOTAL NUMBER RECEIVABLES OF TOTAL
PAYMENT STATUS ACCOUNTS OF ACCOUNTS OUTSTANDING RECEIVABLES
-------------------------------- --------- ------------- ------------ -----------
Current to 29 days delinquent... % $ %
30 to 59 days delinquent........
60 to 89 days delinquent........
90 to 119 days delinquent.......
120 days delinquent or more.....
--------- ------------- ------------ -----------
TOTAL........................ 100% $ 100%
========= ============= ============ ===========
COMPOSITION BY ACCOUNT SEASONING > - <
TRUST PORTFOLIO (1)
[Enlarge/Download Table]
PERCENTAGE OF PERCENTAGE
NUMBER OF TOTAL NUMBER RECEIVABLES OF TOTAL
ACCOUNT AGE ACCOUNTS OF ACCOUNTS OUTSTANDING RECEIVABLES
-------------------------------- --------- ------------- ------------ -----------
Not More than 6 Months.......... % $ %
Over 6 Months to 12 Months......
Over 12 Months to 24 Months.....
Over 24 Months to 36 Months.....
Over 36 Months to 48 Months.....
Over 48 Months to 60 Months.....
Over 60 Months to 120 Months....
Over 120 Months.................
--------- ------------- ------------ -----------
TOTAL........................ 100% $ 100%
========= ============= ============ ===========
(1) Account age is determined by the number of months elapsed since the
account was originally opened, except that with respect to the Chemical
Bank Portfolio accounts which were converted from standard to premium
accounts, account age is determined by the number of months since the
account was converted.
GEOGRAPHIC DISTRIBUTION OF ACCOUNTS > - <
TRUST PORTFOLIO
PERCENTAGE OF PERCENTAGE
NUMBER OF TOTAL NUMBER RECEIVABLES OF TOTAL
STATE ACCOUNTS OF ACCOUNTS OUTSTANDING RECEIVABLES
---------------------- --------- ------------- ------------ -----------
California............ % $ %
New York..............
Texas.................
Florida...............
New Jersey............
Illinois..............
Ohio..................
Massachusetts.........
Pennsylvania..........
Michigan..............
Virginia..............
Maryland..............
Indiana...............
Georgia...............
Connecticut...........
North Carolina........
Washington............
Missouri..............
Tennessee.............
Minnesota.............
Arizona...............
Wisconsin.............
Louisiana.............
Colorado..............
Alabama...............
Kentucky..............
Oregon................
Oklahoma..............
South Carolina........
Nevada................
Arkansas..............
Kansas................
Rhode Island..........
Mississippi...........
New Hampshire.........
Iowa..................
New Mexico............
Hawaii................
Maine.................
Nebraska..............
Utah..................
West Virginia.........
Vermont...............
Idaho.................
Delaware..............
Washington, D.C.......
Montana...............
Alaska................
Wyoming...............
South Dakota..........
North Dakota..........
Other.................
--------- ------------- ------------ -----------
TOTAL $ 100.00% $ 100.00%
========= ============= ============ ===========
MATURITY CONSIDERATIONS
The holders of the Notes will not receive payments of principal until
principal allocations commence with respect to the Series Certificate. The
Owner Trust as holder of the Series Certificate will not receive payments
of principal until the _______ Distribution Date (the "SCHEDULED PRINCIPAL
ALLOCATION COMMENCEMENT Date"), or earlier in the event of a Pay Out Event
which results in the commencement of the Rapid Amortization Period. The
Pooling and Servicing Agreement provides that, to the extent of available
funds, principal will be paid to the Certificateholder in an amount equal
to 100% of the Initial Investor Interest on the Scheduled Principal
Allocation Commencement Date. The Indenture provides that the Class A
Noteholders, the Class B Noteholders and the Class C Noteholders will not
receive payments of principal until the earlier of (i) the _______ Payment
Date (the "CLASS A SCHEDULED PAYMENT DATE", the "CLASS B SCHEDULED PAYMENT
DATE" and the "CLASS C SCHEDULED PAYMENT DATE", respectively), and (ii) the
Note Principal Due Date (provided, however, that the Class B Notes shall
not receive any payments of principal until the Class A Notes have been
paid in full, and the Class C Notes shall not receive any payments of
principal until the Class A Notes and the Class B Notes have been paid in
full). "NOTE PRINCIPAL DUE DATE" means any of (a) the date on which the
Master Trust is terminated as described in "Description of the Certificates
-- Final Payment of Principal; Termination" in the attached prospectus, (b)
the date on which the Investor Interest is paid in full, (c) the Note
Maturity Date, (d) the Certificate Reassignment Date and (e) the Payment
Date in the month following the Monthly Period in which a Pay Out Event
(including an Event of Default) occurs. See "Description of the Notes --
The Indenture -- Events of Default; Rights Upon Event of Default" in the
attached prospectus.
CONTROLLED ACCUMULATION PERIOD
The Controlled Accumulation Period with respect to the Series
Certificate is scheduled to begin at the close of business on the last day
of the _________ Monthly Period (the "CONTROLLED ACCUMULATION PERIOD").
Subject to the conditions set forth herein under "Description of the Series
Certificate -- Postponement of Controlled Accumulation Period," the day on
which the Revolving Period ends and the Controlled Accumulation Period
begins may be delayed to no later than the close of business on the last
day of the ______ Monthly Period. On each Transfer Date during the
Controlled Accumulation Period prior to the payment of the Investor
Interest in full, an amount equal to, for each Monthly Period, the least of
(a) the Available Investor Principal Collections, (b) the "CONTROLLED
DEPOSIT AMOUNT" for such Monthly Period, which is equal to the sum of the
Controlled Accumulation Amount for such Monthly Period and the Accumulation
Shortfall, if any, for such Monthly Period and (c) the Adjusted Investor
Interest prior to any deposits on such day, will be deposited in the
Principal Funding Account until the principal amount on deposit in the
Principal Funding Account (the "PRINCIPAL FUNDING ACCOUNT BALANCE") equals
% of the Initial Investor Interest. Amounts in the Principal Funding
Account are expected to be available to pay the entire amount of the
Initial Investor Interest on the Scheduled Principal Allocation
Commencement Date. Although it is anticipated that collections of Principal
Receivables will be available on each Transfer Date during the Controlled
Accumulation Period to make a deposit of the applicable Controlled Deposit
Amount and that the entire amount of the Initial Investor Interest will be
paid to the Series Certificateholder on the Scheduled Principal Allocation
Commencement Date, no assurance can be given in this regard. If the amount
required to pay the Investor Interest in full is not available on the
Scheduled Principal Allocation Commencement Date, a Pay Out Event will
occur and the Rapid Amortization Period will commence.
EVENTS OF DEFAULT
An Event of Default occurs with respect to the Notes upon (a) a
failure by the Owner Trust to pay principal on any (i) Class A Note when
due and payable, (ii) Class B Note when due and payable, or (iii) Class C
Note when due and payable, (b) the failure by the Owner Trust to pay the
outstanding principal amount of any Class of Notes in full on its Scheduled
Payment Date, (c) a failure by the Owner Trust to pay any interest on any
of the Notes on any Payment Date (or when otherwise due and payable), and
such failure shall continue for 65 business days; provided, however, that
it shall not be an Event of Default if the Owner Trust fails to pay any
Note Interest Shortfall within 65 business days of the date such amount
first became due, (d) the occurrence of certain bankruptcy events related
to the Owner Trust or (e) the Owner Trust is subject to regulation as an
"investment company" within the meaning of the Investment Company Act of
1940, as amended. If an Event of Default occurs, the Indenture Trustee or
holders of a majority in principal amount of the Notes then outstanding may
declare the principal of such Notes to be immediately due and payable. If
the Notes are declared to be due and payable, subject to certain
limitations, the Indenture Trustee may institute proceedings to collect
amounts due or foreclose on the related Owner Trust estate, exercise
remedies as a secured party, sell the related Owner Trust estate or elect
to have the related Owner Trust maintain possession of such Owner Trust
estate and continue to apply collections on such Owner Trust estate as if
there had been no declaration of acceleration. In addition, as described
below, the occurrence of an Event of Default will be a Pay Out Event. The
occurrence of an Event of Default could therefore result in the early
repayment of principal on the Notes. See "Description of the Notes -- The
Indenture -- Events of Default; Rights Upon Event of Default" in the
attached prospectus.
RAPID AMORTIZATION PERIOD
If a Pay Out Event occurs, the Rapid Amortization Period will
commence and any amounts on deposit in the Principal Funding Account will
be paid to the Certificateholder (and thus to the Noteholders) on the
Distribution Date in the month following the commencement of the Rapid
Amortization Period. In addition, to the extent that the Investor Interest
has not been paid in full, the Certificateholder (and thus the Noteholders)
will be entitled to monthly payments of principal equal to the Available
Investor Principal Collections until the earlier of the date on which the
Series Certificate has been paid in full and the Series 1999-__ Termination
Date.
PAY OUT EVENTS
A Pay Out Event occurs with respect to the Series Certificate, either
automatically or after specified notice, upon (a) the failure of Chase USA
to make certain payments or transfers of funds for the benefit of the
Certificateholder within the time periods stated in the Pooling and
Servicing Agreement, (b) material breaches of certain representations,
warranties or covenants of Chase USA, (c) certain insolvency events
involving Chase USA, (d) a reduction of the average of the Portfolio Yields
for any three consecutive Monthly Periods to a rate that is less than the
average of the Base Rates for such period, (e) the Master Trust becoming
subject to regulation as an "investment company" within the meaning of the
Investment Company Act of 1940, as amended, (f) the failure of Chase USA to
convey Receivables arising under Additional Accounts or Participations to
the Master Trust when required by the Pooling and Servicing Agreement, (g)
the occurrence of a Servicer Default which would have a material adverse
effect on the Certificateholder, (h) insufficient funds in the Distribution
Account to pay the Investor Interest in full on the Distribution Date
following the Scheduled Principal Allocation Commencement Date, (i) Chase
USA becomes unable for any reason to transfer Receivables to the Master
Trust in accordance with the provisions of the Pooling and Servicing
Agreement or (j) the occurrence of an Event of Default under the Indenture.
See "Description of the Series Certificate -- Pay Out Events" in this
supplement. The term "BASE RATE" means, with respect to any Monthly Period,
the annualized percentage equivalent of a fraction, the numerator of which
is the sum of the Class A Interest Requirement, the Class B Interest
Requirement and the Net Class C Interest Requirement for the related Note
Interest Period, and the Investor Servicing Fee for such Monthly Period,
and the denominator of which is the Investor Interest as of the close of
business on the last day of such Monthly Period. The term "PORTFOLIO YIELD"
means, with respect to any Monthly Period, the annualized percentage
equivalent of a fraction, the numerator of which is the sum of collections
of Finance Charge Receivables, Principal Funding Investment Proceeds and
amounts withdrawn from the Accumulation Period Reserve Account deposited
into the Finance Charge Account for such Monthly Period, calculated on a
cash basis after subtracting the Investor Default Amount for such Monthly
Period, and the denominator of which is the Investor Interest as of the
close of business on the last day of such Monthly Period.
PAYMENT RATES
The following table sets forth the highest and lowest cardholder
monthly payment rates for the Trust Portfolio during any month in the
period shown and the average cardholder monthly payment rates for all
months during the periods shown, in each case calculated as a percentage of
total opening monthly account balances during the periods shown. Payment
rates shown in the table are based on amounts which would be deemed
payments of Principal Receivables and Finance Charge Receivables with
respect to the Accounts.
CARDHOLDER MONTHLY PAYMENT RATES
TRUST PORTFOLIO
YEAR ENDED DECEMBER 31,
------------------------------
1998 1997 1996
------- -------- ---------
Highest Month........ % % %
Lowest Month......... % % %
Monthly Average (1).. % % %
--------------------
(1) Monthly Averages shown are expressed as an arithmetic average of the
payment rate for each month during the period indicated, each such
month's payment rate representing total payments collected during the
given month expressed as a percentage of total outstanding trust
receivables at the beginning of the month.
The Bank generally determines the minimum monthly payment with
respect to the accounts by multiplying the combined new balance of
purchases and cash advances, less any disputed amounts, by 2.000% (1/50
expressed as a percentage). If the amount so calculated is less than
$10.00, it is increased to $10.00. The sum of such amount and any past due
amounts equals the minimum payment amount. The minimum payment amount,
however, is never more than the new balance.
There can be no assurance that the cardholder monthly payment rates
in the future will be similar to the historical experience set forth above.
In addition, the amount of collections of Receivables may vary from month
to month due to seasonal variations, general economic conditions and
payment habits of individual cardholders. There can be no assurance that
collections of Principal Receivables with respect to the Trust Portfolio
will be similar to the historical experience set forth above or that
deposits into the Principal Funding Account or the Distribution Account, as
applicable, will be made in accordance with the applicable Controlled
Accumulation Amount. If a Pay Out Event occurs, the average life of the
Series Certificate and each Class of the Notes could be significantly
reduced or increased.
Because there may be a slowdown in the payment rate below the payment
rates used to determine the Controlled Accumulation Amounts, or a Pay Out
Event may occur which would initiate the Rapid Amortization Period, there
can be no assurance that the actual number of months elapsed from the date
of issuance of the Series Certificate to its final Distribution Date will
equal the expected number of months or of any Class of Notes to its final
Payment Date will equal the expected number of months. As described under
"Description of the Series Certificate -- Postponement of Controlled
Accumulation Period," in this Supplement the Servicer may shorten the
Controlled Accumulation Period. There can be no assurance that there will
be sufficient time to accumulate all amounts necessary to pay the Investor
Interest on the Scheduled Principal Allocation Commencement Date and the
two succeeding Distribution Dates and therefore that the Owner Trust will
have sufficient funds to pay the principal of each Class of Notes on its
Scheduled Payment Date. See "Security Ratings" and "Maturity
Considerations" in the attached prospectus.
RECEIVABLE YIELD CONSIDERATIONS
The gross revenues from finance charges and fees collected from
Accounts in the Trust Portfolio for each of the three calendar years 1998,
1997 and 1996 are set forth in the following table. The historical yield
figures in the following table are calculated on a cash collections basis.
Portfolio Yield for the Trust Portfolio will be affected by numerous
factors, including the monthly periodic finance charges on the Receivables,
the amount of the annual membership fees and other fees, changes in the
delinquency rate on the Receivables and the percentage of cardholders who
pay their balances in full each month and do not incur monthly periodic
finance charges. Additionally, the Portfolio Yield for the Trust Portfolio
for any month will be affected by the number of collection days in such
month. See "Risk Factors" in this supplement.
PORTFOLIO YIELD
TRUST PORTFOLIO
(DOLLAR AMOUNTS IN MILLIONS)
YEAR ENDED DECEMBER 31,
------------------------------------
1998 1997 1996
---------- ---------- ----------
Finance Charges and Fees Billed (1).... $ $ $
Average Principal Receivables
Outstanding (2)...................... $ $ $
Yield from Finance charges and Fees
Billed (3)........................... % % %
--------------------
(1) Finance Charges and Fees Billed include periodic and minimum finance
charges, annual membership fees, late charges, cash advance transaction
fees, Interchange, overlimit fees and fees for returned checks and
Interchange.
(2) Average Principal Receivables Outstanding is the average of the
beginning of the month balance of trust principal receivables
outstanding.
(3) Yield from Finance Charges and Fees Billed is calculated as a
percentage of Average Principal Receivables Outstanding.
Revenues vary for each account based on the type and volume of
activity for each account. See "Chase USA's Credit Card Portfolio" and "The
Receivables -- Additional Trust Portfolio Information" herein and "Chase
USA's Credit Card Activities" in the attached prospectus.
CREATION OF THE OWNER TRUST
THE OWNER TRUST
Chase Credit Card Owner Trust 1999-__ (the "OWNER TRUST") will be a
statutory business trust created under the laws of the State of Delaware
pursuant to (i) the filing of a certificate of trust with the Delaware
Secretary of State and (ii) the provisions of the Trust Agreement described
in this supplement and in the attached prospectus. The Owner Trust will not
engage in any activity other than (i) acquiring, owning and managing the
Series Certificate and the other assets of the Owner Trust including the
spread account and proceeds therefrom, (ii) issuing and making payments on
the Notes and (iii) engaging in other activities that are necessary,
suitable or convenient to accomplish the foregoing or are incidental
thereto or connected therewith.
The proceeds from the initial sale of the Notes will be used by the
Owner Trust to acquire the Series Certificate from the Transferor pursuant
to the Deposit and Administration Agreement and to make an initial deposit
to the Spread Account. The Bank, in its capacity as Administrator, will
provide the notices and perform on behalf of the Owner Trust certain other
administrative obligations required by the Indenture and will be
compensated for acting as the Administrator. See "Description of the Notes
-- Certain Matters Regarding the Administrator" in the attached prospectus.
The Owner Trust's principal offices are in Delaware, in care of
___________________, as Owner Trustee, at the address listed below. See
"-- The Owner Trustee."
CAPITALIZATION OF THE OWNER TRUST
The following table illustrates the capitalization of the Owner Trust
as of the date hereof, as if the issuance and sale of the Notes offered
hereby had taken place on such date:
Floating Rate Class A Notes...............................$
Floating Rate Class B Notes...............................$
Floating Rate Class C Notes...............................$
Owner Trust Spread Account................................$
Certificate of Beneficial Ownership.......................$
-------------
Total ........................................$
=============
THE OWNER TRUSTEE
__________ is the Owner Trustee under the Trust Agreement.
___________ is a Delaware banking corporation and its principal offices are
located at ______________ __________, Attention: __________ . The
Administrator will pay the fees of the Owner Trustee and will reimburse it
for certain liabilities and expenses.
USE OF PROCEEDS
The net proceeds from the sale of the Notes will be (i) if so
required, used to make an initial deposit to the Owner Trust Spread Account
and (ii) paid to Chase USA in respect of the purchase price of the Series
Certificate. Chase USA will use such balance of the proceeds for its
general corporate purposes.
DESCRIPTION OF THE SERIES CERTIFICATE
The Series Certificate will be issued pursuant to the Pooling and
Servicing Agreement, and the Series 1999-__ Supplement. Pursuant to the
Pooling and Servicing Agreement, Chase USA and the Master Trust Trustee may
execute further Series Supplements in order to issue additional Series of
Certificates. The following summary of the Series Certificate does not
purport to be complete and is subject to, and is qualified in its entirety
by reference to, all of the provisions of the Pooling and Servicing
Agreement and the Series 1999-__ Supplement. See "Description of the
Certificates" in the attached prospectus for additional information
concerning the Series Certificate and the Pooling and Servicing Agreement.
GENERAL
The Series Certificate will represent the right to receive certain
payments from the assets of the Master Trust, including the right to the
applicable allocation percentage of all cardholder payments on the
Receivables in the Master Trust. The Series Certificate will be allocated
at all times (i) the Floating Allocation Percentage of collections of
Finance Charge Receivables ("INVESTOR FINANCE CHARGE COLLECTIONS"), (ii)
the Floating Allocation Percentage of collections of Receivables in
Defaulted Accounts (the "INVESTOR DEFAULT AMOUNT") and, (iii) (a) during
the Revolving Period, the Floating Allocation Percentage of collections of
Principal Receivables and, (b) during the Controlled Accumulation Period or
Rapid Amortization Period, the Fixed Allocation Percentage of collections
of Principal Receivables ("INVESTOR PRINCIPAL COLLECTIONS"). The Series
Certificate represents the right to receive payments from the assets of the
Master Trust in the amounts and at the times set forth herein. In addition
to representing the right to receive payments from Investor Finance Charge
Collections and Investor Principal Collections, the Series Certificate also
represents the right to receive payments from funds on deposit in the
Principal Funding Account and the Accumulation Period Reserve Account and
certain investment earnings thereon, which will be treated as Available
Investor Finance Charge Collections, and Shared Principal Collections and
certain other available amounts (including Excess Finance Charge
Collections and, under certain circumstances, amounts on deposit in the
Excess Funding Account). Such payments will be made, to the extent of funds
available therefor, on each Distribution Date on which such amounts are due
to the Certificateholder in whose name the Series Certificate was
registered on the last business day of the calendar month preceding such
Distribution Date (each, a "RECORD DATE").
Chase USA initially will own the "TRANSFEROR CERTIFICATE". The
Transferor Certificate will represent the right to receive certain payments
from the assets of the Master Trust, including the right to a percentage
(the "TRANSFEROR PERCENTAGE") of all cardholder payments on the Receivables
in the Master Trust equal to 100% minus the sum of the applicable Investor
Percentages for all Series of certificates then outstanding. The Transferor
Certificate may be transferred in whole or in part subject to certain
limitations and conditions set forth in the Pooling and Servicing
Agreement. See "Description of the Certificates -- Certain Matters
Regarding the Transferor and the Servicer" in the attached prospectus.
Beneficial interests in the Series Certificate will be offered for
purchase in minimum denominations of $1,000,000 and integral multiples of
$1,000 in excess thereof. The Series Certificate will be represented by a
Definitive Security initially registered in the name of the Owner Trustee
and endorsed in blank and delivered to the Indenture Trustee. See
"Description of the Securities -- Definitive Securities" in the attached
prospectus.
The Series 1999-__ Supplement and the Series Certificate will provide
that any money paid by the Master Trust to any Paying Agent in respect of
the Series Certificate that remains unclaimed for two years after the date
of such payment will be repaid to the Master Trust, and thereafter any
Certificateholder may look only to the Master Trust for payment thereof.
The Owner Trust, by purchase of the Series Certificate, will be deemed to
have consented on behalf of the Noteholders to an amendment to the Pooling
and Servicing Agreement to permit, among other things, the assignment from
CMB to Chase USA and assumption by Chase USA from CMB of all of its
servicing obligations thereunder.
EXCHANGES
The Pooling and Servicing Agreement also provides that the holder of
the Transferor Certificate may tender the Transferor Certificate to the
Master Trust Trustee in exchange for one or more new Series and a reissued
Transferor Certificate. See "Description of the Certificates -- Exchanges"
in the attached prospectus.
STATUS OF THE SERIES CERTIFICATE
Upon issuance, the Series Certificate will rank pari passu with all
other outstanding Series of Certificates.
INTEREST ALLOCATIONS
The Series Certificate will entitle the holder thereof to receive
from the Master Trust, on each Distribution Date, the excess of the
Available Investor Finance Charge Collections for the related Monthly
Period over the amount thereof applied to the sum of (i) the Investor
Servicing Fee, (ii) the Investor Default Amount, (iii) the Investor
Charge-Offs and Reallocated Principal Collections that have not been
previously reimbursed, (iv) the amount, if any, required to fund the
Accumulation Period Reserve Account and (v) the amount applied as Excess
Finance Charge Collections paid to other Series.
"AVAILABLE INVESTOR FINANCE CHARGE COLLECTIONS" means, with respect
to any Monthly Period, an amount equal to the sum of (a) Investor Finance
Charge Collections allocated to the Investor Interest with respect to such
Monthly Period (excluding the portion of collections of Investor Finance
Charge Collections attributable to Interchange that is allocable to
Servicer Interchange), (b) Investor Principal Funding Investment Proceeds,
if any, with respect to the related Transfer Date and (c) amounts, if any,
to be withdrawn from the Accumulation Period Reserve Account which are
required to be included in Available Investor Finance Charge Collections
pursuant to the Series 1999-__ Supplement with respect to such Transfer
Date.
A "DISTRIBUTION DATE" shall be ____, 1999 and on the 15th day of each
following month (or if such 15th day is not a business day, the next
succeeding business day).
PRINCIPAL ALLOCATIONS
On each Transfer Date relating to the period which begins on ____,
1999 (the "CLOSING DATe") and ends at the commencement of the Controlled
Accumulation Period or, if earlier, the Rapid Amortization Period (the
"REVOLVING PERIOD"), Available Investor Principal Collections for the
related Monthly Period will, subject to certain limitations (including the
allocation of any Reallocated Principal Collections with respect to the
related Monthly Period to pay the Class A Interest Requirement and the
Class B Interest Requirement), be treated as Shared Principal Collections
or, under certain circumstances, deposited into an excess funding account
(the "EXCESS FUNDING ACCOUNT").
On each Transfer Date relating to the Controlled Accumulation Period,
the Trustee will deposit in the Principal Funding Account, for the benefit
of the Owner Trust, an amount equal to the least of (a) Available Investor
Principal Collections with respect to such Transfer Date, (b) the
applicable Controlled Deposit Amount and (c) the Adjusted Investor Interest
prior to any deposits on such date. Amounts in the Principal Funding
Account will be paid to the Noteholders on the Scheduled Principal
Allocation Commencement Date.
"AVAILABLE INVESTOR PRINCIPAL COLLECTIONS" means, with respect to any
Monthly Period, an amount equal to the sum of (a) (i) the Investor
Principal Collections received during such Monthly Period and certain other
amounts allocable to the Investor Interest, minus (ii) the amount of
Reallocated Principal Collections made during such Monthly Period used to
fund the Required Amount, plus (b) any Shared Principal Collections with
respect to other Series that are allocated to Series 1999-__.
On each Distribution Date during the Rapid Amortization Period, the
Series Certificateholder will be entitled to receive Available Investor
Principal Collections for the related Monthly Period in an amount up to the
Investor Interest until the earlier of the date the Series Certificate is
paid in full and the Series 1999-__ Termination Date. See "-- Pay Out
Events" below for a discussion of events which might lead to the
commencement of the Rapid Amortization Period.
POSTPONEMENT OF CONTROLLED ACCUMULATION PERIOD
Upon written notice to the Master Trust Trustee, the Servicer may
elect to postpone the commencement of the Controlled Accumulation Period,
and extend the length of the Revolving Period, subject to certain
conditions including those set forth below. The Servicer may make such
election only if the Accumulation Period Length (determined as described
below) is less than twelve months. On the __________, 200_ Determination
Date and on each Determination Date thereafter, until the Controlled
Accumulation Period begins, the Servicer will determine the "ACCUMULATION
PERIOD LENGTH," which is the number of whole months expected to be required
to fund the Principal Funding Account up to ___% of the initial outstanding
principal amount of the Series Certificate no later than the Scheduled
Principal Allocation Commencement Date, based on (a) the expected monthly
collections of Principal Receivables expected to be distributable to the
certificateholders of all Series (excluding certain other Series), assuming
a principal allocation rate no greater than the lowest monthly principal
allocation rate on the Receivables for the preceding twelve months and (b)
the amount of principal expected to be distributable to certificateholders
of all Series (excluding certain other Series) which are not expected to be
in their revolving periods during the Controlled Accumulation Period. If
the Accumulation Period Length is less than twelve months, the Servicer
may, at its option, postpone the commencement of the Controlled
Accumulation Period such that the number of months included in the
Controlled Accumulation Period will be equal to or exceed the Accumulation
Period Length. The effect of the foregoing calculation is to permit the
reduction of the length of the Controlled Accumulation Period based on the
investor interests of certain other Series which are scheduled to be in
their revolving periods during the Controlled Accumulation Period and on
increases in the principal allocation rate occurring after the Closing
Date. The length of the Controlled Accumulation Period will not be
determined to be less than one month.
ALLOCATION PERCENTAGES
Pursuant to the Pooling and Servicing Agreement, with respect to each
Monthly Period, the Servicer will allocate among the Investor Interest, the
investor interest for all other Series issued and outstanding and the
interest of Chase USA (the "TRANSFEROR INTEREST"), all amounts collected on
Finance Charge Receivables, all amounts collected on Principal Receivables
and all Default Amounts with respect to such calendar month (each such
month, a "MONTHLY PERIOD").
Collections of Finance Charge Receivables and Default Amounts at any
time and collections of Principal Receivables during the Revolving Period
will be allocated to the Investor Interest based on the Floating Investor
Percentage. The "FLOATING INVESTOR PERCENTAGE" means, with respect to any
Monthly Period, the percentage equivalent of a fraction, the numerator of
which is the Adjusted Investor Interest as of the close of business on the
last day of the preceding Monthly Period (or with respect to the first
Monthly Period, the initial Investor Interest) and the denominator of which
is the greater of (x) the sum of (A) the aggregate amount of Principal
Receivables as of the close of business on the last day of the preceding
Monthly Period (or with respect to the first Monthly Period, the aggregate
amount of Principal Receivables as of the close of business on the day
immediately preceding the Closing Date) and (B) the principal amount on
deposit in the Excess Funding Account as of the close of business on such
day and (y) the sum of the numerators used to calculate the Investor
Percentages for allocations with respect to Finance Charge Receivables,
Default Amounts or Principal Receivables, as applicable, for all
outstanding Series on such date of determination; provided, however, that
with respect to any Monthly Period in which an addition of Accounts occurs
or in which a removal of Accounts occurs, the amount in clause (x)(A) above
shall be (i) the aggregate amount of Principal Receivables in the Master
Trust as of the close of business on the last day of the prior Monthly
Period for the period from and including the first day of such Monthly
Period to but excluding the related date of the first addition to the
Master Trust of Receivables in certain designated Accounts ("ADDITION
DATE") or the date of the removal from the Master Trust of Receivables in
certain designated Accounts (the "REMOVAL DATE") and (ii) the aggregate
amount of Principal Receivables in the Master Trust as of the beginning of
the day on the related Addition Date or Removal Date after adjusting for
the aggregate amount of Principal Receivables added to or removed from the
Master Trust on the related Addition Date or Removal Date, as the case may
be, for the period from and including the related Addition Date or Removal
Date to and including the last day of such Monthly Period.
Collections of Principal Receivables during the Controlled
Accumulation Period and the Rapid Amortization Period will be allocated to
the Investor Interest based on the Fixed Investor Percentage. The "FIXED
INVESTOR PERCENTAGE" means, with respect to any Monthly Period, the
percentage equivalent of a fraction, the numerator of which is the Investor
Interest as of the close of business on the last day of the Revolving
Period and the denominator of which is the greater of (x) the sum of (A)
the aggregate amount of Principal Receivables as of the close of business
on the last day of the prior Monthly Period and (B) the principal amount on
deposit in the Excess Funding Account as of the close of business on such
day and (y) the sum of the numerators used to calculate the Investor
Percentages for allocations with respect to Principal Receivables for all
outstanding Series for such Monthly Period; provided, however, that with
respect to any Monthly Period in which an Addition Date occurs or in which
a Removal Date occurs, the amount in clause (x)(A) above shall be (i) the
aggregate amount of Principal Receivables in the Master Trust as of the
close of business on the last day of the prior Monthly Period for the
period from and including the first day of such Monthly Period to but
excluding the related Addition Date or Removal Date and (ii) the aggregate
amount of Principal Receivables in the Master Trust at the beginning of the
day on the related Addition Date or Removal Date after adjusting for the
aggregate amount of Principal Receivables added to or removed from the
Master Trust on the related Addition Date or Removal Date, as the case may
be, for the period from and including the related Addition Date or Removal
Date to and including the last day of such Monthly Period.
"INVESTOR INTEREST" for any date means an amount equal to (a) the
initial principal amount of the Series Certificate, minus (b) the aggregate
amount of principal allocations made to the Certificateholder prior to such
date, minus (c) the excess, if any, of the aggregate amount of Investor
Charge-Offs and Reallocated Principal Collections for all Transfer Dates
preceding such date over the aggregate amount of any reimbursements of
Investor Charge-Offs and Reallocated Principal Collections for all Transfer
Dates preceding such date; provided, however, that the Investor Interest
may not be reduced below zero.
"ADJUSTED INVESTOR INTEREST" for any date of determination means an
amount equal to the then-current Investor Interest minus the Principal
Funding Account Balance on such date.
REALLOCATION OF CASH FLOWS
With respect to each Transfer Date, the Servicer will determine an
amount for the related Monthly Period (the "MONTHLY PRINCIPAL REALLOCATION
AMOUNT"), equal to the sum of (A) the lower of (i) the excess of the Class
A Interest Requirement over the Available Investor Finance Charge
Collections and (ii) the greater of (a) (x) the product of (I) % and (II)
the Initial Investor Interest minus (y) the amount of unreimbursed Investor
Charge-Offs (after giving effect to Investor Charge-Offs for the related
Monthly Period) and unreimbursed Reallocated Principal Collections (as of
the previous Distribution Date) and (b) zero; and (B) the lower of (i) the
excess of the Class B Interest Requirement over the Available Investor
Finance Charge Collections remaining after application to the Class A
Interest Requirement and (ii) the greater of (a) the product of (I) % and
(II) the Initial Investor Interest minus the amount of unreimbursed
Investor Charge-Offs (after giving effect to Investor Charge-Offs for the
related Monthly Period) and unreimbursed Reallocated Principal Collections
(as of the previous Distribution Date) and (b) zero. If the Monthly
Principal Reallocation Amount is greater than zero, Investor Principal
Collections will be used to fund such amount with respect to such Transfer
Date and the Investor Interest will be reduced accordingly. Any such
reduction in the Investor Interest will have the effect of slowing or
reducing the amount of funds distributable with respect to the Series
Certificate. In such case, the Certificateholder will bear directly the
credit and other risks associated with its interest in the Master Trust.
See "-- Defaulted Receivables; Investor Charge-Offs."
The sum of all Monthly Principal Reallocation Amounts for the Series
Certificate are "REALLOCATED PRINCIPAL COLLECTIONS." Reallocated Principal
Collections will be reimbursed by, and the Investor Interest increased to
the extent of, Available Investor Finance Charge Collections available for
such purposes on each Transfer Date. See " -- Application of Collections --
Payment of Interest, Fees and Other Items."
APPLICATION OF COLLECTIONS
Allocations. Except as otherwise provided below, the Servicer will
deposit into the Collection Account, no later than the second business day
following the date of processing, any payment collected by the Servicer on
the Receivables. On the same day as any such deposit is made, the Servicer
will make the deposits and payments to the accounts and parties as
indicated below; provided, however, that for as long as CMB remains the
Servicer under the Pooling and Servicing Agreement and (a)(i) the Servicer
provides to the Master Trust Trustee a letter of credit or other credit
enhancement covering the risk of collection of the Servicer acceptable to
the Rating Agency and (ii) Chase USA shall not have received a notice from
the Rating Agency that reliance on such letter of credit or other credit
enhancement would result in the lowering of such Rating Agency's
then-existing rating of any Series then outstanding or (b) the Servicer has
and maintains a certificate of deposit rating of "P-1" by Moody's and of
"A-1" by Standard & Poor's and deposit insurance provided by either BIF or
SAIF or makes other arrangements satisfactory to each Rating Agency rating
any Series then outstanding, then the Servicer may make such deposits and
payments on the business day immediately prior to the Distribution Date
(the "TRANSFER DATE") in an amount equal to the net amount of such deposits
and payments which would have been made had the conditions of this proviso
not applied.
With respect to the Series Certificate and any Monthly Period, and
notwithstanding anything in the Pooling and Servicing Agreement to the
contrary, whether the Servicer is required to make Monthly or daily
deposits from the Collection Account into the Finance Charge Account or the
Principal Account, (i) the Servicer will only be required to deposit
collections from the Collection Account into the Finance Charge Account or
the Principal Account up to the required amount to be deposited into any
such deposit account or, without duplication, distributed on or prior to
the related Distribution Date to the Certificateholder and (ii) if at any
time prior to such Distribution Date the amount of collections deposited in
the Collection Account exceeds the amount required to be deposited pursuant
to clause (i) above, the Servicer will be permitted to withdraw the excess
from the Collection Account.
Payment of Interest, Fees and Other Items. On each Transfer Date, the
Master Trust Trustee, acting [on behalf of the Owner Trust and] pursuant to
the Servicer's instructions, will apply the Available Investor Finance
Charge Collections for the related Monthly Period in the following manner:
(a) an amount equal to the Class A Interest Requirement
for the related Distribution Date will be deposited into the
Distribution Account for distribution to, or at the direction of, the
Series Certificateholder on such Distribution Date;
(b) an amount equal to the Class B Interest Requirement
for the related Distribution Date will be deposited into the
Distribution Account for distribution to, or at the direction of, the
Series Certificateholder on such Distribution Date;
(c) an amount equal to the Net Investor Servicing Fee
plus the amount of any overdue Net Investor Servicing Fee, will be
paid to the Servicer;
(d) an amount equal to the Investor Default Amount, if
any, for the related Monthly Period, will be treated as Available
Investor Principal Collections and deposited into the Principal
Account for such Transfer Date;
(e) an amount equal to the sum of the Investor
Charge-Offs and the amount of Reallocated Principal Collections which
have not been previously reimbursed will be deposited into the
Principal Account and treated as a portion of Available Investor
Principal Collections for such Transfer Date;
(f) an amount equal to the Class C Interest Requirement
for the related Distribution Date will be deposited in the
Distribution Account for distribution to, or at the direction of, the
Series Certificateholder on such Distribution Date;
(g) on and after the Reserve Account Funding Date, but
prior to the date on which the Accumulation Period Reserve Account
terminates as described below under "-- Accumulation Period Reserve
Account," an amount up to the excess, if any, of the Required
Accumulation Period Reserve Account Amount over the Available
Accumulation Period Reserve Account Amount will be deposited in the
Accumulation Period Reserve Account on behalf of the Owner Trust;
(h) an amount equal to the excess, if any, of (i) the
Investor Servicing Fee less Servicer Interchange over (ii) the amount
paid to the Servicer pursuant to clause
(c) above will be paid to the Servicer;
(i) an amount equal to the excess, if any, of the
Required Owner Trust Spread Account Amount over the amount then on
deposit in the Owner Trust Spread Account
will be paid to the Certificateholder;
and
(j) the balance, after payments made pursuant to clauses
(a) through (i) above, first will be treated as "EXCESS FINANCE
CHARGE COLLECTIONS" which will be available to cover shortfalls, if
any, in amounts payable from collections of Finance Charge
Receivables with respect to other Series in accordance with the
Pooling and Servicing Agreement, and then the balance, if any,
remaining after any such sharing will be paid to Chase USA as owner
of the Certificate of Beneficial Ownership.
ALLOCATIONS OF COLLECTIONS OF FINANCE CHARGE RECEIVABLES
[GRAPHIC OMITTED]
Payments of Principal. On each Transfer Date, the Trustee, acting
pursuant to the Servicer's instructions, will distribute Available Investor
Principal Collections on deposit in the Principal Account in the following
manner:
(a) on each Transfer Date with respect to the Revolving
Period, all such Available Investor Principal Collections will be
treated as Shared Principal Collections and applied as described
under " -- Shared Principal Collections" below and "Description of
the Certificates -- Shared Principal Collections" in the attached
prospectus;
(b) on each Transfer Date with respect to the Controlled
Accumulation Period, all such Available Investor Principal
Collections will first be deposited in the Principal Funding Account
(up to the Controlled Deposit Amount for such Transfer Date) and then
the balance will be treated as Shared Principal Collections and
applied as described under "Description of the Certificates -- Shared
Principal Collections" below and "Description of the Certificates --
Shared Principal Collections" in the attached prospectus; and
(c) on each Transfer Date with respect to the Rapid
Amortization Period, all such Available Investor Principal
Collections will be distributed to the
Certificateholder.
The final distribution of funds with respect to the Series
Certificate will be made no later than the _______ Distribution Date in the
manner provided in "Description of the Certificates--Final Payment of
Principal Termination" in the attached prospectus. Series 1999-__ will
terminate on the earliest to occur of (a) the Distribution Date on which
the Investor Interest is paid in full, (b) the _______ Distribution Date or
(c) the Trust Termination Date (such earliest date, the "SERIES 1999-_
TERMINATION DATE"). After the Series 1999-__ Termination Date, the Master
Trust will have no further obligation to pay any amounts in respect of the
Series Certificate.
"MONTHLY PRINCIPAL" means, with respect to any Transfer Date relating
to the Controlled Accumulation Period or the Rapid Amortization Period,
prior to the payment in full of the Investor Interest, an amount equal to
the least of (i) the Available Investor Principal Collections on deposit in
the Principal Account with respect to such Transfer Date, (ii) for each
Transfer Date with respect to the Controlled Accumulation Period, prior to
the payment in full of the Investor Interest, and on or prior to the second
Transfer Date following the Scheduled Principal Allocation Commencement
Date, the applicable Controlled Deposit Amount for such Transfer Date and
(iii) the Adjusted Investor Interest prior to any deposits on such Transfer
Date.
"CONTROLLED ACCUMULATION AMOUNT" means (a) for any Transfer Date with
respect to the Controlled Accumulation Period, prior to the Scheduled
Principal Allocation Commencement Date, $_____; provided, however, that if
the commencement of the Controlled Accumulation Period is delayed as
described above under "-- Postponement of Controlled Accumulation Period,"
the Controlled Accumulation Amount may be higher than the amount stated for
each Transfer Date with respect to the Controlled Accumulation Period and
will be determined by the Servicer in accordance with the Pooling and
Servicing Agreement based on the principal allocation rates for the
Accounts and on the investor interests of other Series (other than certain
excluded Series) which are scheduled to be in their revolving periods and
are expected to create Shared Principal Collections during the Controlled
Accumulation Period and (b) for the Transfer Date with respect to the
Controlled Accumulation Period immediately following the Scheduled
Principal Allocation Commencement Date, an amount equal to __% of the
Initial Investor Interest.
"ACCUMULATION SHORTFALL" means (a) on the first Transfer Date with
respect to the Controlled Accumulation Period, the excess, if any, of the
Controlled Accumulation Amount for such Transfer Date over the amount
distributed from the Principal Account as Monthly Principal for such
Transfer Date and (b) on each subsequent Transfer Date with respect to the
Controlled Accumulation Period, the excess, if any, of the applicable
Controlled Accumulation Amount for such subsequent Transfer Date plus any
Accumulation Shortfall for the prior Transfer Date over the amount
distributed from the Principal Account as Monthly Principal for such
subsequent Transfer Date.
ALLOCATIONS OF COLLECTIONS OF PRINCIPAL RECEIVABLES
[GRAPHIC OMITTED]
SHARED EXCESS FINANCE CHARGE COLLECTIONS
Any Series may be included in a Group of Series ("GROUP I") which may
be issued by the Master Trust from time to time. Series 1999-__ will be,
and each Series listed on Annex I hereto is, and other Series may in the
future be, included in Group I. Group I is currently the only Group in the
Master Trust. Each Series in Group I will be entitled to share Excess
Finance Charge Collections in the manner, and to the extent, described
below with each other Series, if any, in Group I. The Series Supplement
with respect to each Series will specify whether such Series will be
included in a Group. Collections of Finance Charge Receivables and certain
other amounts allocable to the Investor Interest of any Series that is
included in Group I in excess of the amounts necessary to make required
payments with respect to such Series (including payments to any related
Credit Enhancement Providers) that are payable out of collections of
Finance Charge Receivables (any such excess, the "EXCESS FINANCE CHARGE
COLLECTIONS") will be applied to cover any shortfalls with respect to
amounts payable from collections of Finance Charge Receivables allocable to
any other Series included in Group I, pro rata based upon the amount of the
shortfall, if any, with respect to each other Series in Group I. While any
Series offered hereby may be included in a Group, there can be no assurance
that (a) any other Series will be included in such Group or (b) there will
be any Excess Finance Charge Collections with respect to such Group for any
Monthly Period. Excess Finance Charge Collections permit coverage of
shortfalls with respect to amounts payable from collections of Finance
Charge Receivables allocable to Series 1999-__ using Excess Finance Charge
Collections from other Series which would otherwise be paid to Chase USA to
cover shortfalls in amounts payable from Available Investor Finance Charge
Collections as described above under " -- Application of Collections --
Payment of Interest, Fees and Other Items."
SHARED PRINCIPAL COLLECTIONS
Collections of Principal Receivables for any Monthly Period allocated
to the Investor Interest will first be used to cover, with respect to any
Monthly Period during the Controlled Accumulation Period, deposits of the
applicable Controlled Deposit Amount to the Principal Funding Account or
the Distribution Account, and during the Rapid Amortization Period,
payments to the Certificateholder. The Servicer will determine the amount
of collections of Principal Receivables for any Monthly Period allocated to
the Investor Interest remaining after covering required payments to the
Certificateholder and any similar amount remaining for any other Series
("SHARED PRINCIPAL Collections"). The Servicer will allocate the Shared
Principal Collections to cover any scheduled or permitted principal
distributions to certificateholders and deposits to principal funding
accounts, if any, for any Series entitled thereto which have not been
covered out of the collections of Principal Receivables allocable to such
Series and certain other amounts for such Series ("PRINCIPAL SHORTFALLS").
Shared Principal Collections will not be used to cover investor charge-offs
for any Series. If Principal Shortfalls exceed Shared Principal Collections
for any Monthly Period, Shared Principal Collections will be allocated pro
rata among the applicable Series based on the relative amounts of Principal
Shortfalls. To the extent that Shared Principal Collections exceed
Principal Shortfalls, the balance will be paid to the holder of the
Transferor Certificate or, under certain circumstances, deposited into the
Excess Funding Account.
"RATING AGENCY CONDITION" means the notification in writing by each
Rating Agency that a proposed action will not result in such Rating Agency
reducing or withdrawing its then-existing rating of the investor
certificates of any outstanding Series or Class of certificates or notes
with respect to which it is a Rating Agency.
DEFAULTED RECEIVABLES; INVESTOR CHARGE-OFFS
On or before each Transfer Date, the Servicer will calculate the
Investor Default Amount for the preceding Monthly Period. The term
"INVESTOR DEFAULT AMOUNT" means, for any Monthly Period, the product of (a)
the Floating Investor Percentage with respect to such Monthly Period and
(b) the aggregate amount of Receivables in Defaulted Accounts (the "DEFAULT
AMOUNT") for such Monthly Period.
On each Transfer Date, if the Investor Default Amount for such
Transfer Date exceeds the amount deposited in the Principal Account in
accordance with clause (d) of "-- Application of Collections - Payment of
Interest, Fees and Other Items" to fund such amount with respect to the
Monthly Period immediately preceding such Transfer Date, the Investor
Interest (after giving effect to reductions for any Reallocated Principal
Collections on such Transfer Date) will be reduced by the amount of such
excess (such amount, an "INVESTOR CHARGE-OFF"), but not more than the
lesser of the Investor Default Amount and the Investor Interest (after
giving effect to reductions for any Reallocated Principal Collections on
such Transfer Date) for such Transfer Date. In the event that such
reduction would cause the Investor Interest to be a negative number, the
Investor Interest will be reduced to zero, which will have the effect of
causing funds to no longer be allocated to the Series Certificate for
distribution to the Owner Trust. The Investor Interest will also be reduced
by the amount of Reallocated Principal Collections on such Transfer Date.
If the Investor Interest has been reduced by the amount of any Investor
Charge-Offs or the amount of any Reallocated Principal Collections, such
reduction will be reimbursed on any subsequent Transfer Date (but not by an
amount in excess of the aggregate unreimbursed Investor Charge-Offs and
unreimbursed Reallocated Principal Collections) by the amount of Available
Investor Finance Charge Collections allocated and available for such
purpose in accordance with clause (e) of " -- Application of Collections --
Payment of Interest, Fees and Other Items."
PRINCIPAL FUNDING ACCOUNT
Pursuant to the Series 1999-__ Supplement, the Trustee at the
direction of the Servicer will establish and maintain an Eligible Deposit
Account held for the benefit of the Certificateholder and the Noteholders
(the "PRINCIPAL FUNDING ACCOUNT"). During the Controlled Accumulation
Period, the Trustee at the direction of the Servicer will transfer
collections in respect of Principal Receivables (other than Reallocated
Principal Collections) and Shared Principal Collections from other Series,
if any, allocated to Series 1999-__ from the Principal Account to the
Principal Funding Account as described above under "-- Application of
Collections -- Payments of Principal." Such collections will be retained in
the Principal Funding Account and ultimately used to make a payment of
principal to the Noteholders on the Scheduled Principal Allocation
Commencement Date or the first Distribution Date with respect to the Rapid
Amortization Period, whichever occurs earlier.
Funds on deposit in the Principal Funding Account will be invested
until the following Transfer Date by the Master Trust Trustee at the
direction of the Servicer in Permitted Investments. Investment earnings
(net of investment losses and expenses) on funds on deposit in the
Principal Funding Account (the "PRINCIPAL FUNDING INVESTMENT PROCEEDS")
will be applied on each Transfer Date as Available Investor Finance Charge
Collections. If, for any Transfer Date, the Principal Funding Investment
Proceeds are less than an amount equal to the product of (a) (i) a
fraction, the numerator of which is the actual number of days in the
related Note Interest Period and the denominator of which is 360, times the
weighted average of the Class A Note Interest Rate, the Class B Note
Interest Rate and the Class C Note Interest Rate in effect with respect to
such Note Interest Period and (b) the Principal Funding Account Balance as
of the Record Date preceding such Transfer Date (the "COVERED AMOUNT"), the
amount of such deficiency (the "PRINCIPAL FUNDING INVESTMENT SHORTFALL")
shall be withdrawn, to the extent available, from the Accumulation Period
Reserve Account and deposited in the Finance Charge Account and included in
collections of Available Investor Finance Charge Collections to be applied
to the payment of Monthly Interest.
ACCUMULATION PERIOD RESERVE ACCOUNT
Pursuant to the Series 1999-__ Supplement, the Master Trust Trustee
will establish and maintain an Eligible Deposit Account held for the
benefit of the Certificateholder (the "ACCUMULATION PERIOD RESERVE
ACCOUNT"). The Accumulation Period Reserve Account is established to assist
with the subsequent distribution of interest on the Notes during the
Controlled Accumulation Period. On each Transfer Date from and after the
Accumulation Period Reserve Account Funding Date, but prior to the
termination of the Accumulation Period Reserve Account, the Master Trust
Trustee, acting pursuant to the Servicer's instructions, will deposit
Available Investor Finance Charge Collections into the Accumulation Period
Reserve Account up to the Required Accumulation Period Reserve Account
Amount. The "ACCUMULATION PERIOD RESERVE ACCOUNT FUNDING DATE" will be the
Transfer Date with respect to the Monthly Period which commences no later
than three months prior to the commencement of the Controlled Accumulation
Period, or such earlier date as the Servicer may determine. The "REQUIRED
ACCUMULATION PERIOD RESERVE ACCOUNT AMOUNT" for any Transfer Date on or
after the Reserve Account Funding Date will be equal to (a) the product of
(i) ____%, (ii) the Initial Investor Interest and (iii) 0.5% or (b) any
other amount designated by Chase USA; provided, that if such designation is
of a lesser amount, Chase USA shall have provided the Servicer and the
Master Trust Trustee with evidence that the Rating Agency Condition has
been satisfied and Chase USA shall have delivered to the Master Trust
Trustee a certificate of an authorized officer to the effect that, based on
the facts known to such officer at such time, in the reasonable belief of
Chase USA, such designation will not cause a Pay Out Event or an event
that, after the giving of notice or the lapse of time, would cause a Pay
Out Event to occur with respect to Series 1999-__. On each Transfer Date,
after giving effect to any deposit to be made to, and any withdrawal to be
made from, the Accumulation Period Reserve Account on such Transfer Date,
the Master Trust Trustee will withdraw from the Accumulation Period Reserve
Account an amount equal to the excess, if any, of the amount on deposit in
the Accumulation Period Reserve Account over the Required Accumulation
Period Reserve Account Amount and treated as Available Investor Finance
Charge Collections.
Provided that the Accumulation Period Reserve Account has not
terminated as described below, all amounts on deposit in the Accumulation
Period Reserve Account on any Transfer Date (after giving effect to any
deposits to, or withdrawals from, the Accumulation Period Reserve Account
to be made on such Transfer Date) will be invested until the following
Transfer Date by the Master Trust Trustee at the direction of the Servicer
in Permitted Investments. The interest and other investment income (net of
investment expenses and losses) earned on such investments will be retained
in the Accumulation Period Reserve Account (to the extent the amount on
deposit is less than the Required Accumulation Period Reserve Account
Amount) or deposited in the Finance Charge Account and treated as Available
Investor Finance Charge Collections.
On or before each Transfer Date with respect to the Controlled
Accumulation Period and on the first Transfer Date with respect to the
Rapid Amortization Period, a withdrawal will be made from the Accumulation
Period Reserve Account, and the amount of such withdrawal will be deposited
in the Finance Charge Account and included in Available Investor Finance
Charge Collections to be applied to the payment of the Monthly Interest for
such Transfer Date in an amount equal to the lesser of (a) the Available
Accumulation Period Reserve Account Amount with respect to such Transfer
Date and (b) the Principal Funding Investment Shortfall with respect to
such Transfer Date; provided, that the amount of such withdrawal shall be
reduced to the extent that funds otherwise would be available to be
deposited in the Accumulation Period Reserve Account on such Transfer Date.
On each Transfer Date, the amount available to be withdrawn from the
Accumulation Period Reserve Account (the "AVAILABLE ACCUMULATION PERIOD
RESERVE ACCOUNT AMOUNT") will be equal to the lesser of the amount on
deposit in the Accumulation Period Reserve Account (before giving effect to
any deposit to be made to the Accumulation Period Reserve Account on such
Transfer Date) and the Required Accumulation Period Reserve Account Amount
for such Transfer Date.
The Accumulation Period Reserve Account will be terminated upon the
earlier to occur of (a) the termination of the Master Trust pursuant to the
Pooling and Servicing Agreement and (b) if the Controlled Accumulation
Period has not commenced, the first Transfer Date with respect to the Rapid
Amortization Period or, if the Controlled Accumulation Period has
commenced, the earlier to occur of (i) the first Transfer Date with respect
to the Rapid Amortization Period and (ii) the Transfer Date immediately
preceding the Scheduled Principal Allocation Commencement Date. Upon the
termination of the Accumulation Period Reserve Account, all amounts on
deposit therein (after giving effect to any withdrawal from the
Accumulation Period Reserve Account on such date as described above) will
be treated as Available Investor Finance Charge Collections.
COMPANION SERIES
The Series Certificate may be paired with one or more other Series
(each, a "COMPANION SERIES"). Each Companion Series either will be
prefunded with an initial deposit to a prefunding account in an amount up
to the initial principal balance of such Companion Series, funded primarily
from the proceeds for the sale of such Companion Series, or will have a
variable principal amount. Any such prefunding account will be held for the
benefit of such Companion Series and not for the benefit of the
Certificateholder. As principal is paid with respect to the Series
Certificate, either (i) in the case of a prefunded Companion Series, an
equal amount of funds on deposit in any prefunding account for such
prefunded Companion Series will be released (which funds will be
distributed to Chase USA) or (ii) in the case of a Companion Series having
a variable principal amount, an interest in such variable Companion Series
in an equal or lesser amount may be sold by the Master Trust (and the
proceeds thereof will be distributed to Chase USA) and, in either case, the
investor interest in the Master Trust of such Companion Series will
increase by up to a corresponding amount. Upon payment in full of the
Series Certificate, assuming that there have been no unreimbursed
charge-offs with respect to any related Companion Series, the aggregate
invested amount of such related Companion Series will have been increased
by an amount up to an aggregate amount equal to the Series 1999-__ Investor
Interest paid to the Series Certificateholder since the issuance of such
Companion Series. The issuance of a Companion Series will be subject to the
conditions described under "Description of the Certificates -- Exchanges"
in the attached prospectus. There can be no assurance, however, that the
terms of any Companion Series might not have an impact on the timing or
amount of payments received by the Series Certificateholder. In particular,
the denominator of the Fixed Investor Percentage may be increased upon the
occurrence of a Pay Out Event with respect to a Companion Series resulting
in a possible reduction of the percentage of collections of Principal
Receivables allocated to Series 1999-__ if such event allowed the payment
of principal at such time to the Companion Series and required reliance by
Series 1999-__ on clause (y) of the denominator of the Fixed Investor
Percentage for Series 1999-__. See "Maturity Considerations" and "--
Allocation Percentages" in this supplement and "Maturity Considerations" in
the prospectus.
PAY OUT EVENTS
As described above, the Revolving Period will continue through the
close of business on the last day of the _____ Monthly Period (unless such
date is postponed as described under "-- Postponement of Controlled
Accumulation Period"), unless a Pay Out Event occurs prior to such date. A
"PAY OUT EVENT" refers to any of the following events:
(a) failure on the part of Chase USA (i) to make any
payment or deposit on the date required under the Pooling and
Servicing Agreement (or within the applicable grace period which
shall not exceed five days) or (ii) to observe or perform in any
material respect any other covenants or agreements of Chase USA set
forth in the Pooling and Servicing Agreement or the Series 1999-__
Supplement, which failure has a material adverse effect on the
Certificateholder and which continues unremedied for a period of 60
days after written notice and continues to materially and adversely
affect the interest of the Certificateholder for such period;
(b) any representation or warranty made by Chase USA in
the Pooling and Servicing Agreement or the Series 1999-__ Supplement,
or any information required to be given by Chase USA to the Master
Trust Trustee to identify the Accounts proves to have been incorrect
in any material respect when made and which continue to be incorrect
in any material respect for a period of 60 days after written notice
and as a result of which the interest of the Certificateholder is
materially and adversely affected and continues to be materially and
adversely affected for such period; provided, however, that a Pay Out
Event pursuant to this clause (b) shall not be deemed to occur
thereunder if Chase USA has accepted reassignment of the related
Receivable or all such Receivables, if applicable, during such period
(or such longer period as the Master Trust Trustee may specify) in
accordance with the provisions of the Pooling and Servicing
Agreement;
(c) any reduction of the average of the Portfolio Yields
for any three consecutive Monthly Periods to a rate which is less
than the average of the Base Rates for such period;
(d) a failure by Chase USA to convey Receivables arising
under Additional Accounts, or Participations, to the Master Trust
when required by the Pooling and Servicing Agreement;
(e) any Servicer Default occurs which would have a
material adverse effect on the Certificateholder;
(f) insufficient funds in the Distribution Account to pay
the Investor Interest in full on the second Distribution Date
following the Scheduled Principal Allocation Commencement Date;
(g) certain events of bankruptcy, insolvency,
conservatorship or receivership relating to Chase USA;
(h) Chase USA becomes unable for any reason to transfer
Receivables to the Master Trust in accordance with the provisions of
the Pooling and Servicing Agreement;
(i) the Master Trust is subject to regulation as an
"INVESTMENT COMPANY" within the meaning of the Investment Company Act
of 1940, as amended; or
(j) the occurrence of an Event of Default under the
Indenture.
In the case of any event described in clause (a), (b) or (e) above, a
Pay Out Event will be deemed to have occurred with respect to the Series
Certificate only if, after any applicable grace period, either the Master
Trust Trustee or Noteholders representing in excess of 50% of the
outstanding principal amount of the Notes, by written notice to Chase USA
and the Servicer (and to the Master Trust Trustee if given by the
Noteholders) declare that a Pay Out Event has occurred with respect to the
Series Certificate as of the date of such notice. In the case of any event
described in clause (g), (h) or (i), a Pay Out Event with respect to all
Series then outstanding, and in the case of any event described in clause
(c), (d), (f) or (j) a Pay Out Event with respect to only the Series
Certificate, will be deemed to have occurred without any notice or other
action on the part of the Master Trust Trustee, the Certificateholder or
all certificateholders, as appropriate, immediately upon the occurrence of
such event. On the date on which a Pay Out Event is deemed to have
occurred, the Rapid Amortization Period will commence. In such event,
distributions of principal to the Certificateholder will begin on the first
Distribution Date following the month in which such Pay Out Event occurred.
If, because of the occurrence of a Pay Out Event, the Rapid Amortization
Period begins earlier than the close of business on the last day of the
____ Monthly Period the Certificateholder will begin receiving
distributions of principal earlier than it otherwise would have, which may
shorten the average life of the Series Certificate.
See "Description of the Certificates -- Pay Out Events" in the
attached prospectus for an additional discussion of the consequences of an
insolvency, conservatorship or receivership of Chase USA.
SERVICING COMPENSATION AND PAYMENT OF EXPENSES
The Servicer will receive a fee as servicing compensation from the
Master Trust (the "SERVICING FEE"). The Servicing Fee may be payable from
Finance Charge Receivables, Interchange or other amounts as specified in
this supplement. The share of the Servicing Fee allocable to the Investor
Interest with respect to any Transfer Date (the "INVESTOR SERVICING FEE")
shall be equal to one-twelfth of the product of (a) 2.0% and (b) the
Adjusted Investor Interest as of the last day of the Monthly Period
preceding such Transfer Date; provided, however, with respect to the first
Transfer Date, the Investor Servicing Fee shall be equal to the product of
(i) a fraction, the numerator of which is the number of days from and
including the Closing Date to and including the last day of the _________
Monthly Period and the denominator of which is 360, (ii) 2.0% and (iii) the
Investor Interest on the Closing Date. On each Transfer Date Servicer
Interchange with respect to the related Monthly Period will be paid to the
Servicer in payment of a portion of the Investor Servicing Fee with respect
to such Monthly Period. The "SERVICER INTERCHANGE" for any Monthly Period
will be an amount equal to the portion of collections of Finance Charge
Receivables allocated to the Investor Interest with respect to such Monthly
Period that is attributable to Interchange; provided, however, that
Servicer Interchange for a Monthly Period shall not exceed one-twelfth of
the product of (i) the Adjusted Investor Interest, as of the last day of
such Monthly Period and (ii) 1.0%. In the case of any insufficiency of
Servicer Interchange on deposit in the Finance Charge Account, a portion of
the Investor Servicing Fee with respect to such Monthly Period will not be
paid to the extent of such insufficiency and in no event shall the Master
Trust, the Master Trust Trustee or the Certificateholder be liable for the
share of the Servicing Fee to be paid out of Servicer Interchange.
The share of the net portion of the Investor Servicing Fee allocable
to the Certificateholder with respect to any Transfer Date (the "NET
INVESTOR SERVICING FEE") shall be equal to one-twelfth of the product of
(a) 1.0% (the "NET SERVICING FEE RATE") and (b) the Adjusted Investor
Interest as of the last day of the Monthly Period preceding such Transfer
Date; provided, however, that with respect to the first Transfer Date, the
Servicing Fee shall be equal to the product of (i) a fraction, the
numerator of which is the number of days from and including the Closing
Date to and including the last day of the _____ Monthly Period and the
denominator of which is 360, (ii) the Net Servicing Fee Rate and (iii) the
Investor Interest on the Closing Date. Pursuant to the Pooling and
Servicing Agreement, the amount by which the Servicing Fee exceeds the
Investor Servicing Fee will be paid from amounts allocable to the
Transferor Certificate and to other Series. In no event shall the Master
Trust, the Master Trust Trustee or the Certificateholder be liable for the
share of the Servicing Fee to be paid out of Servicer Interchange. The
Servicing Fee shall be payable to the Servicer solely to the extent amounts
are available for distribution in respect thereof as described above under
"-- Application of Collections."
The Servicer will pay from its servicing compensation certain
expenses incurred in connection with servicing the Receivables including,
without limitation, payment of the fees and disbursements of the Master
Trust Trustee and independent certified public accountants and other fees
which are not expressly stated in the Pooling and Servicing Agreement to be
payable by the Master Trust or the Certificateholder other than federal,
state and local income and franchise taxes, if any, of the Master Trust.
REPORTS TO CERTIFICATEHOLDERS
On each Transfer Date, the Master Trust Trustee will forward to the
Certificateholder of record, a statement prepared by the Servicer setting
forth the items described in "Description of the Certificates -- Reports to
Certificateholders" in the attached prospectus. In addition, such statement
will include the amount, if any, withdrawn from the Principal Funding
Account for such Transfer Date.
DESCRIPTION OF THE NOTES
GENERAL
The $_____ Class A Notes (the "CLASS A NOTES"), the $_____ Class B
Notes (the "CLASS B NOTES") and the $_____ Class C Notes (the "CLASS C
NOTES," and together with the Class A Notes and the Class B Notes, the
"NOTES") will be issued pursuant to the terms of an Indenture (the
"INDENTURE"), between the Owner Trust and _________ as Indenture Trustee. A
form of the Indenture has been filed as an exhibit to the Registration
Statement and a copy will be filed with the SEC following the issuance of
the Notes. The following, as well as other pertinent information included
elsewhere in this supplement and in the attached prospectus, summarizes the
material terms of the Notes and the Indenture. The summary of the Notes
does not purport to be complete and is qualified in its entirety by
reference to all the provisions of the Notes and the Indenture. See
"Description of the Notes" in the attached prospectus for additional
information concerning the Notes and the Indenture.
Each Class of the Notes will initially be represented by one or more
physical notes registered in the name of Cede & Co. ("CEDE"), the nominee
of The Depository Trust Company ("DTC" and, together with any successor
depository selected by the Owner Trust, the "DEPOSITORY"). Each Class of
the Notes will be available for purchase in minimum denominations of $1,000
and integral multiples thereof and will be available in book-entry form
only. See "Description of the Securities -- Book-Entry Registration" and "
-- Definitive Securities" in the attached prospectus.
The Notes will represent obligations of the Owner Trust to make
payments of interest and principal as described herein. Such payments will
be made from the assets of the Owner Trust, which will be comprised
primarily of the Series Certificate issued by the Master Trust. Payments of
interest and principal will be made to the extent of funds available
therefor, on each Payment Date on which such amounts are due to Noteholders
in whose names the Notes were registered on the last business day of the
calendar month preceding such Payment Date (each, a "RECORD DATE"). See
"Description of the Series Certificate" in this supplement and "Description
of the Certificates" in the attached prospectus.
The Indenture and the Notes will provide that any money paid by the
Owner Trust to any Paying Agent for the payment of principal or interest
which remains unclaimed for two years after such principal or interest
shall have become due and payable will be repaid to the Owner Trust, and
thereafter Noteholders may look only to the Owner Trust for payment
thereof.
PRINCIPAL AND INTEREST ON THE NOTES
Payments of InterInterest will accrue on the principal balance of the
Class A Notes at the Class A Note Interest Rate, on the principal balance
of the Class B Notes at the Class B Note Interest Rate and on the principal
balance of the Class C Notes at the Class C Note Interest Rate from
__________, 199_ (the "CLOSING DATE"). The Class A Notes will accrue
interest from the Closing Date through __________, 199 , and with respect
to each Note Interest Period thereafter, at a rate of ___% per annum above
LIBOR as determined on the related LIBOR Determination Date with respect to
each period (the "CLASS A NOTE INTEREST RATE"). The Class B Notes will
accrue interest from the Closing Date through __________, 199_, and with
respect to each Note Interest Period thereafter, at a rate of ___% per
annum above LIBOR prevailing on the related LIBOR Determination Date with
respect to each such period (the "CLASS B NOTE INTEREST RATE"). The Class C
Notes will bear interest from the Closing Date through __________, 199 ,
and with respect to each Note Interest Period thereafter, at a rate of ___%
per annum above LIBOR prevailing on the related LIBOR Determination Date
with respect to each such period (the "CLASS C NOTE INTEREST RATE" and,
collectively with the Class A Note Interest Rate and the Class B Note
Interest Rate, a "NOTE INTEREST RATE").
The "NOTE INTEREST PERIOD" with respect to any Payment Date will be
the period from the previous Payment Date through the day preceding such
Payment Date, except that the initial Note Interest Period will be the
period from the Closing Date through the day preceding the initial Payment
Date.
Interest will accrue on each Class of Notes and be payable on
__________ and on the th day of each month thereafter, or if such th day is
not a business day, on the next succeeding business day (each, a "PAYMENT
DATE"), in an amount equal to the product of (a) the actual number of days
in the related Note Interest Period divided by 360, (b) the applicable Note
Interest Rate for such Class and (c) the Note Principal Balance for such
Class as of the preceding Record Date (or in the case of the initial
Payment Date, an amount equal to the product of (x) the initial Note
Principal Balance for such Class, (y) _____ divided by 360 and (z) the
applicable Note Interest Rate for such Class determined on __________,
1999). Interest allocations on the Notes will be derived from the amounts,
if any, on deposit in the Note Distribution Account, provided, however,
that the holders of Class C Notes will also be entitled to the benefits of
the Owner Trust Spread Account to the extent available to pay the Class C
Interest Requirement. So long as the Class A Notes are outstanding,
payments of interest on the Class B Notes and the Class C Notes will be
subordinated to the payment of interest on the Class A Notes; and so long
as the Class B Notes are outstanding, the payment of interest on the Class
C Notes will be subordinated to payments of interest on the Class B Notes.
Interest accrued on any Class of Notes and payable on any Payment Date but
not paid on such Payment Date will be due and payable on the next Payment
Date, together with, to the extent permitted by law, interest on such
unpaid amount at the applicable Note Interest Rate.
The Calculation Agent will determine LIBOR on __________, 1999 for
the period from the Closing Date through __________, 1999, and for each
Note Interest Period following the initial Note Interest Period, on the
second business day prior to the Payment Date on which such Note Interest
Period commences (each, a "LIBOR DETERMINATION DATE"). For purposes of
calculating LIBOR, a business day is any business day on which dealings in
deposits in United States dollars are transacted in the London interbank
market.
"LIBOR" means, as of any LIBOR Determination Date, the rate for
deposits in United States dollars for a period equal to the relevant Note
Interest Period which appears on the Telerate Page 3750 as of 11:00 a.m.,
London time, on such date. If such rate does not appear on the Telerate
Page 3750, the rate for that LIBOR Determination Date will be determined on
the basis of the rates at which deposits in United States dollars are
offered by the Reference Banks at approximately 11:00 a.m., London time, on
that day to prime banks in the London interbank market for a period equal
to the relevant Note Interest Period. The Calculation Agent will request
the principal office of each of the Reference Banks to provide a quotation
of its rate. If at least two such quotations are provided, the rate for
that LIBOR Determination Date will be the arithmetic mean of the
quotations. If fewer than two quotations are provided as requested, the
rate for that LIBOR Determination Date will be the arithmetic mean of the
rates quoted by major banks in New York City, as selected by the
Administrator, at approximately 11:00 a.m., New York City time, on that day
for loans in United States dollars to leading European banks for a period
equal to the relevant Note Interest Period.
"TELERATE PAGE 3750" means the display page currently so designated
on the Dow Jones Telerate Service (or such other page as may replace that
page on that service for the purpose of displaying comparable rates or
prices).
"REFERENCE BANKS" means four major banks in the London interbank
market selected by the Administrator.
Pursuant to the terms of the Indenture, the Indenture Trustee will
agree that for so long as any of the Notes are outstanding, there shall at
all times be an agent appointed to calculate LIBOR for each Note Interest
Period (such agent, the "CALCULATION AGENT") and notify the Indenture
Trustee of each such rate. The Owner Trust will initially appoint to be the
Calculation Agent. If the Calculation Agent is unable to act as such or is
removed by the Owner Trust, or if the Calculation Agent fails to determine
LIBOR for a Note Interest Period, the Owner Trust shall promptly appoint a
replacement Calculation Agent that does not control or is not controlled by
or under common control with the Owner Trust or its affiliates. The
Calculation Agent may not resign its duties, and the Owner Trust may not
remove the Calculation Agent, without a successor having been duly
appointed.
The Class A Note Interest Rate, the Class B Note Interest Rate and
the Class C Note Interest Rate applicable to the current and immediately
preceding Note Interest Period may be obtained by telephoning the
Calculation Agent at its Corporate Trust Office at __________. The
Administrator will cause the Class A Note Interest Rate, the Class B Note
Interest Rate and the Class C Note Interest Rate as well as the amount of
the Class A Interest Requirement, Class B Interest Requirement and Class C
Interest Requirement applicable to a Note Interest Period to be provided to
the Luxembourg Stock Exchange as soon as possible after its determination
but in no event later than the first day of such Note Interest Period. Such
information will also be included in a statement to the Noteholders of
record prepared by the Administrator. See "Description of the Notes -
Reports to Noteholders" in the attached prospectus.
Interest on the Notes will be calculated on the basis of the actual
number of days in the Note Interest Period and a 360-day year.
Payments of Principal. The Notes will mature and are required to be
paid in full on the __________ Payment Date (the "NOTE MATURITY DATE") but
may be paid or redeemed earlier or later under certain limited
circumstances described herein and in the Prospectus. See "Risk Factors"
and "Maturity Considerations" herein and in the attached prospectus.
The principal amount of the Class A Notes is scheduled to be paid in
full on the __________ Payment Date (the "CLASS A SCHEDULED PAYMENT DATE").
Provided the principal amount of the Class A Notes has been paid in full,
the Class B Notes are scheduled to be paid in full on the __________
Payment Date (the "CLASS B SCHEDULED PAYMENT DATE"); and, provided the
Class A Notes and the Class B Notes have each been paid in full, the Class
C Notes are scheduled to be paid in full on the __________ Payment Date
(the "CLASS C SCHEDULED PAYMENT DATE"). Each of the Class A Scheduled
Payment Date, the Class B Scheduled Payment Date and the Class C Scheduled
Payment Date is a "SCHEDULED PAYMENT DATE."
Following the occurrence of an Event of Default, if the Indenture
Trustee or holders of a majority in principal amount of the Notes then
outstanding have declared the Notes due and payable, each Class of Notes
will be due and payable and will be repaid in order of seniority to the
extent of the Principal Distribution Amount on each subsequent Payment
Date.
So long as the Class A Notes are outstanding, payments of principal
on the Class B Notes and Class C Notes will be subordinated to the payment
of principal on the Class A Notes; and so long as the Class B Notes are
outstanding, payments of principal on the Class C Notes will be
subordinated to the payment of principal on the Class A Notes and the Class
B Notes.
Payment in full of the outstanding principal amount of each Class of
Notes on its Scheduled Payment Date is mandatory to the extent of the
Principal Distribution Amount in the Note Distribution Account on any such
Payment Date and, if any portion of the Note Principal Balance for a Class
remains outstanding after the Scheduled Payment Date for such Class, such
amount will be payable on the next succeeding Payment Date. The Note
Principal Balance of all of the Notes, to the extent not previously paid,
will be due and payable on the Note Maturity Date. The failure to pay the
principal of the Notes on the Note Maturity Date will constitute an Event
of Default. See "Description of the Notes -- The Indenture -- Events of
Default; Rights Upon Event of Default" in the attached prospectus. In the
event of the failure to pay principal of the Notes by the Note Maturity
Date, Noteholders may suffer a loss to the extent principal has not been
previously paid.
"PRINCIPAL DISTRIBUTION AMOUNT" means the amount of any principal
allocation received by the Owner Trust as holder of the Series Certificate.
Optional Redemption. Each Class of Notes may be redeemed in whole,
but not in part, in an amount equal to the Note Principal Balance of the
Notes of such Class then outstanding plus accrued and unpaid interest
thereon at the applicable Note Interest Rate for such Class on the Payment
Date on which the Transferor exercises its option to repurchase the Series
Certificate (the "CERTIFICATE REASSIGNMENT DATE"), as described in
"Description of the Certificates -- Final Payment of Principal;
Termination" in the attached prospectus.
THE INDENTURE
The Indenture Trustee. __________ is the Indenture Trustee under the
Indenture. __________ is a __________ and its corporate trust offices are
located at __________. The Indenture Trustee may resign at any time, in
which event the Owner Trust will be obligated to appoint a successor
Indenture Trustee. The Owner Trust may also remove the Indenture Trustee if
the Indenture Trustee ceases to be eligible to continue as such under the
Indenture or if the Indenture Trustee becomes insolvent. In such
circumstances, the Owner Trust will be obligated to appoint a successor
Indenture Trustee for the Notes. Any resignation or removal of the
Indenture Trustee and appointment of a successor Indenture Trustee does not
become effective until acceptance of the appointment by the successor
Indenture Trustee.
Events of Default. An "EVENT OF DEFAULT" occurs with respect to the
Notes upon (a) a failure by the Owner Trust to pay principal on any (i)
Class A Note when due and payable, (ii) Class B Note when due and payable,
or (iii) Class C Note when due and payable, (b) the failure by the Owner
Trust to pay the outstanding principal amount of any Class of Notes on the
Scheduled Payment Date, (c) a failure by the Owner Trust to pay any
interest on any of the Notes on any Payment Date (or when otherwise due and
payable), and such failure shall continue for 65 business days; provided,
however, that it shall not be an Event of Default if the Owner Trust fails
to pay any Note Interest Shortfall within 65 business days of the date such
amount first became due, (d) the occurrence of certain events of bankruptcy
related to the Owner Trust or (e) the Owner Trust is subject to regulation
as an "investment company" within the meaning of the Investment Company Act
of 1940, as amended. If an Event of Default occurs, the Indenture Trustee
or holders of a majority in principal amount of the Notes then outstanding
may declare the principal of such Notes to be immediately due and payable.
If the Notes are declared to be due and payable, subject to certain
limitations, the Indenture Trustee may institute proceedings to collect
amounts due or foreclose on the related Owner Trust estate, exercise
remedies as a secured party, sell the related Owner Trust estate or elect
to have the related Owner Trust maintain possession of such Owner Trust
estate and continue to apply collections on such Owner Trust estate as if
there had been no declaration of acceleration. The exercise of any such
remedy could result in the early repayment of principal on the Notes. See
"Description of the Notes -- The Indenture -- Events of Default; Rights
Upon Event of Default" in the attached prospectus.
DISTRIBUTIONS
Beginning on __________, 199__ and on each Payment Date thereafter,
distributions of interest on and, when applicable, principal of each Class
of the Notes will be made by the Indenture Trustee to the Noteholders. The
timing, calculation, allocation, order, source, priorities of and
requirements for all payments to Noteholders will be as set forth below.
Deposits to and Withdrawals from Note Distribution Account. By each
Transfer Date, the Administrator will provide the Indenture Trustee with
certain information with respect to the related Monthly Period, including
the amount of the Available Amount and allocation thereof.
The Administrator will instruct the Indenture Trustee to make the
following deposits and distributions on each Transfer Date, to the extent
of the Available Amount for such Transfer Date, in the following order of
priority:
(i) to the Note Distribution Account for distribution to the
Class A Noteholders on the related Distribution Date, the Class A
Interest Requirement for such Transfer Date;
(ii) to the Note Distribution Account for distribution to the
Class B Noteholders on the related Distribution Date, the Class B
Interest Requirement for such Transfer Date;
(iii) to the Note Distribution Account for distribution to the
Class C Noteholders on the related Distribution Date, the Class C
Interest Requirement for such Transfer Date;
(iv) to the Note Distribution Account for distribution to the
Class A Noteholders on the related Distribution Date, the Class A
Noteholders' Principal Distributable Amount for such Transfer Date;
(v) to the Note Distribution Account for distribution to the
Class B Noteholders on the related Distribution Date, the Class B
Noteholders' Principal Distributable Amount for such Transfer Date;
(vi) to the Note Distribution Account for distribution to the
Class C Noteholders on the related Distribution Date, the Class C
Noteholders' Principal Distributable Amount for such Transfer Date;
(vii) to the Owner Trust Spread Account, the excess, if any, of
(a) the Required Owner Trust Spread Account Amount for such Transfer
Date over (b) the amount on deposit in the Owner Trust Spread Account
on such Transfer Date (not taking into account the amount deposited
into the Owner Trust Spread Account on such Transfer Date described
by this clause (vii)); and
(viii) to the Transferor as holder of the Certificate of
Beneficial Ownership of the Owner Trust, the remaining Available
Amount for such Transfer Date, if any.
Funds, to the extent available, will be withdrawn from amounts on
deposit in the Owner Trust Spread Account, with respect to each Transfer
Date, to the extent that the Available Amount is insufficient to pay the
Class C Required Interest for the related Payment Date. Any such funds will
be deposited in the Note Distribution Account to pay interest to the Class
C Noteholders pro rata in proportion to their respective interests in the
outstanding principal amount of the Class C Notes. See "-- Owner Trust
Spread Account" below.
Funds, to the extent available, will be withdrawn from amounts on
deposit in the Owner Trust Spread Account, after giving effect to any
withdrawals for the payment of interest on such Transfer Date, with respect
to each Transfer Date on and after any Class C Note Principal Due Date, to
the extent that the Available Amount is insufficient to pay the Class C
Noteholders' Principal Distributable Amount for the related Payment Date
and the Class A Notes and Class B Notes have been paid in full or the
Series Certificate Investor Interest has been reduced to zero. Any such
funds will be deposited in the Note Distribution Account to pay principal
to the Noteholders pro rata in proportion to their respective interests in
the outstanding amount of the Notes. See " -- Owner Trust Spread Account"
below.
On each Payment Date, all amounts on deposit in the Note Distribution
Account will be distributed to the Noteholders.
"AVAILABLE AMOUNT" means, with respect to any Transfer Date, all
amounts to be paid in respect of the Series Certificate pursuant to the
Pooling and Servicing Agreement as described in "Description of the Series
Certificate" herein with respect to such Transfer Date.
"CLASS A MONTHLY NOTE INTEREST" means, with respect to any Payment
Date, an amount equal to the product of (a) the Class A Note Interest Rate
for the related Note Interest Period, (b) a fraction, the numerator of
which is the actual number of days in such Note Interest Period and the
denominator of which is 360 and (c) the Class A Note Principal Balance on
the related Record Date or, with respect to the initial Payment Date, the
Class A Note Initial Principal Balance.
"CLASS A NOTE INTEREST SHORTFALL" means, with respect to any Payment
Date, the sum of (a) the excess, if any, of (i) the Class A Interest
Requirement for the preceding Payment Date, over (ii) the amount in respect
of interest that was actually paid pursuant to the Indenture with respect
to interest on the Class A Notes for such preceding Payment Date, plus (b)
interest on the amount of interest due but not paid to the Class A
Noteholders on the preceding Payment Date, to the extent permitted by law,
at the Class A Note Interest Rate from and including such preceding Payment
Date to but excluding the current Payment Date.
"CLASS A INTEREST REQUIREMENT" means, with respect to any Payment
Date, the sum of (a) the Class A Monthly Note Interest for such Payment
Date and (b) the amount of any unpaid Class A Note Interest Shortfall.
"CLASS B MONTHLY NOTE INTEREST" means, with respect to any Payment
Date, an amount equal to the product of (a) the Class B Note Interest Rate
for the related Note Interest Period, (b) a fraction, the numerator of
which is the actual number of days in such Note Interest Period and the
denominator of which is 360 and (c) the Class B Note Principal Balance on
the related Record Date or, with respect to the initial Payment Date, the
Class B Note Initial Principal Balance.
"CLASS B NOTE INTEREST SHORTFALL" means, with respect to any Payment
Date, the sum of (a) the excess, if any, of (i) the Class B Interest
Requirement for the preceding Payment Date, over (ii) the amount in respect
of interest that was actually paid pursuant to the Indenture with respect
to interest on the Class B Notes for such preceding Payment Date, plus (b)
interest on the amount of interest due but not paid to the Class B
Noteholders on the preceding Payment Date, to the extent permitted by law,
at the Class B Note Interest Rate from and including such preceding Payment
Date to but excluding the current Payment Date.
"CLASS B INTEREST REQUIREMENT" means, with respect to any Payment
Date, the sum of (a) the Class B Monthly Note Interest for such Payment
Date and (b) the amount of any unpaid Class B Note Interest Shortfall.
"CLASS C MONTHLY NOTE INTEREST" means, with respect to any Payment
Date, an amount equal to the product of (a) the Class C Note Interest Rate
for the related Note Interest Period, (b) a fraction, the numerator of
which is the actual number of days in such Note Interest Period and the
denominator of which is 360 and (c) the Class C Note Principal Balance on
the related Record Date or, with respect to the initial Payment Date, the
Class C Note Initial Principal Balance.
"CLASS C NOTE INTEREST SHORTFALL" means, with respect to any Payment
Date, the sum of (a) the excess, if any, of (i) the Class C Interest
Requirement for the preceding Payment Date, over (ii) the amount in respect
of interest that was actually paid pursuant to the Indenture with respect
to interest on the Class C Notes for such preceding Payment Date, plus (b)
interest on the amount of interest due but not paid to the Class C
Noteholders on the preceding Payment Date, to the extent permitted by law,
at the Class C Note Interest Rate from and including such preceding Payment
Date to but excluding the current Payment Date.
"CLASS C INTEREST REQUIREMENT" means, with respect to any Payment
Date, the sum of (a) the Class C Monthly Note Interest for such Payment
Date and (b) the amount of any unpaid Class C Note Interest Shortfall.
"NET CLASS C INTEREST REQUIREMENT" means, with respect to any Payment
Date, the Class C Interest Requirement minus the investment earnings on
amounts in the Owner Trust Spread Account.
"CLASS A NOTEHOLDERS' PRINCIPAL DISTRIBUTABLE AMOUNT" means, with
respect to any Payment Date on and after the earlier to occur of (a) the
Class A Scheduled Payment Date and (b) any Note Principal Due Date, the
Class A Note Principal Balance on such Payment Date.
"CLASS A NOTE INITIAL PRINCIPAL BALANCE" means $__________.
"CLASS A NOTE PRINCIPAL BALANCE" means, with respect to any date, an
amount equal to the excess of (a) the Class A Note Initial Principal
Balance over (b) the aggregate amount of any principal allocations made to
the Class A Noteholders pursuant to the Indenture prior to such date.
"CLASS B NOTEHOLDERS' PRINCIPAL DISTRIBUTABLE AMOUNT" means, with
respect to any Payment Date on and after the earlier to occur of (a) the
Class B Scheduled Payment Date and (b) any Note Principal Due Date, the
Class B Note Principal Balance on such Payment Date.
"CLASS B NOTE INITIAL PRINCIPAL BALANCE" means $__________.
"CLASS B NOTE PRINCIPAL BALANCE" means, with respect to any date, an
amount equal to the excess of (a) the Class B Note Initial Principal
Balance over (b) the aggregate amount of any principal allocations made to
the Class B Noteholders pursuant to the Indenture prior to such date.
"CLASS C NOTEHOLDERS' PRINCIPAL DISTRIBUTABLE AMOUNT" means, with
respect to any Payment Date on and after the earlier to occur of (a) the
Class C Scheduled Payment Date and (b) any Note Principal Due Date, the
Class C Note Principal Balance on such Payment Date.
"CLASS C NOTE INITIAL PRINCIPAL BALANCE" means $__________.
"CLASS C NOTE PRINCIPAL BALANCE" means, with respect to any date, an
amount equal to the excess of (a) the Class C Note Initial Principal
Balance over (b) the aggregate amount of any principal allocations made to
the Class C Noteholders pursuant to the Indenture prior to such date.
"NOTE INTEREST SHORTFALL" means, with respect to any Payment Date,
the amount of any of the Class A Note Interest Shortfall, the Class B Note
Interest Shortfall or the Class C Note Interest Shortfall.
"NOTE INITIAL PRINCIPAL BALANCE" means $__________.
"OWNER TRUST SPREAD ACCOUNT AMOUNT" means, as of any date, an amount
equal to the amount on deposit in the Owner Trust Spread Account on such
date, after giving effect to all deposits to and transfers and withdrawals
from the Owner Trust Spread Account on such date.
SUBORDINATION
The Class B Notes and the Class C Notes will be subordinated to the
extent necessary to fund certain payments with respect to the Class A
Notes. In addition, the Class C Notes will be subordinated to the extent
necessary to fund certain payments with respect to the Class B Notes. No
principal will be paid to the Class B Noteholders until the Class A Notes
have been paid in full. Similarly, no principal will be paid to the Class C
Noteholders until the Class A and the Class B Notes have been paid in full,
except as provided below from amounts available in the Owner Trust Spread
Account.
OWNER TRUST SPREAD ACCOUNT
The "OWNER TRUST SPREAD ACCOUNT" will be established by the Indenture
Trustee for the benefit of the Class C Noteholders. The Owner Trust Spread
Account will be funded, to the extent required to increase the amount on
deposit in the Owner Trust Spread Account up to the Required Owner Trust
Spread Account Amount, by the deposit therein of the Available Amount
remaining on each Transfer Date after the deposit of the Class A, Class B
and Class C Interest Requirement and the Class A and Class B Noteholders'
Principal Distributable Amount with respect to such date.
If the amount on deposit in the Owner Trust Spread Account is greater
than the Required Owner Trust Spread Account Amount for such Transfer Date,
the Administrator will instruct the Indenture Trustee to distribute the
amount of such excess to Chase USA as the owner of the Certificate of
Beneficial Ownership. Upon the payment in full of the Note Principal
Balance, the Administrator will instruct the Indenture Trustee to
distribute the Owner Trust Spread Account balance to Chase USA as the owner
of the Certificate of Beneficial Ownership. Upon any distribution to the
Chase USA as the owner of the Certificate of Benefical Ownership of amounts
from the Owner Trust Spread Account, the Class C Noteholders will not have
any rights in, or claims to, such amounts.
Funds, to the extent available, will be withdrawn from amounts on
deposit in the Owner Trust Spread Account with respect to each Transfer
Date, to the extent that the Available Amount is insufficient to pay the
Class C Interest Requirement for such related Payment Date, and funds in
the amount of such deficiency, to the extent available, will be deposited
in the Note Distribution Account. On each Transfer Date on and after any
Class C Note Principal Due Date, funds, to the extent available, will be
withdrawn from amounts on deposit in the Owner Trust Spread Account, after
giving effect to any withdrawals for the payment of interest on such
Transfer Date, to the extent that the Available Amount is insufficient to
pay the Class C Noteholders' Principal Distributable Amount for the related
Payment Date, and funds in the amount of such deficiency, to the extent
available, will be deposited in the Note Distribution Account.
"REQUIRED OWNER TRUST SPREAD ACCOUNT AMOUNT" means an amount
determined on the Closing Date and on or prior to each Transfer Date
(beginning on the ___________ Transfer Date) and, except as described
below, will be equal to $___ unless the Quarterly Excess Spread Percentage
(i) is less than 4.50% per annum but greater than or equal to 3.50% per
annum, in which case the Required Owner Trust Spread Account Amount will be
increased to an amount equal to % of the Note Initial Principal Balance;
(ii) is less than 3.50% per annum but greater than or equal to 2.50% per
annum, in which case the Required Owner Trust Spread Account Amount will be
increased to an amount equal to % of the Note Initial Principal Balance;
(iii) is less than 2.50% per annum but greater than or equal to 1.50% per
annum, in which case the Required Owner Trust Spread Account Amount will be
increased to an amount equal to % of the Note Initial Principal Balance;
and (iv) is less than 1.50% per annum, in which case the Required Owner
Trust Spread Account Amount will be increased to an amount equal to % of
the Note Initial Principal Balance.
The Transferor may modify the Required Owner Trust Spread Account
Amount without the consent of the Noteholders; provided that, if such
modification would reduce the Required Owner Trust Spread Account Amount,
the Transferor shall have received written notice from each Note Rating
Agency then rating the Class C Notes that the Note Rating Agency Condition
will be satisfied with respect to such modification, and the Transferor
shall have delivered to the Indenture Trustee, the Owner Trustee and the
Administrator a certificate of an authorized officer of the Transferor to
the effect that, based on the facts known to such officer at such time, in
the reasonable belief of the Transferor, such modification will not cause
an Event of Default to occur or an event that, with notice or the lapse of
time or both, would cause an Event of Default; provided further, that the
Transferor may not reduce the Required Owner Trust Spread Account Amount
applicable following an Event of Default relating to the nonpayment of
interest when due or principal when due on the Note Maturity Date, as
described under "Description of the Notes -- The Indenture -- Events of
Default; Rights Upon Event of Default" in the attached prospectus.
"NOTE RATING AGENCY CONDITION" means the notification in writing by
each Note Rating Agency to the Transferor that a proposed action will not
result in a reduction or withdrawal of each such Note Rating Agency's then
current rating of any specified Class of the Notes.
After the Required Owner Trust Spread Account Amount has increased as
specified in any of clauses (i) through (iv) above, the Required Owner
Trust Spread Account Amount shall remain at such amount, unless further
increased or decreased on any Transfer Date to a percentage specified in
any of the clauses (i) through (iv) above; provided, however, that the
Required Owner Trust Spread Account Amount will not be adjusted downward
until at least three months have elapsed since the later to occur of (a)
the Closing Date and (b) any previous upward adjustment in the Required
Owner Trust Spread Account Amount.
The "EXCESS SPREAD PERCENTAGE" means, with respect to any Monthly
Period, the amount, if any, by which the Portfolio Yield exceeds the Base
Rate.
The "QUARTERLY EXCESS SPREAD PERCENTAGE" means, with respect to any
Monthly Period, the average of the current Excess Spread Percentage and the
Excess Spread Percentages associated with the two immediately preceding
Monthly Periods.
Funds on deposit in the Owner Trust Spread Account will be invested
by the Indenture Trustee at the direction of the Administrator in Permitted
Investments. Investment proceeds on such invested funds will be used each
month, (a) to the extent available, to pay the Class C Interest Requirement
and (b) to the extent of any remaining investment proceeds, to increase the
amount on deposit on the Owner Trust Spread Account.
The availability of funds in the Owner Trust Spread Account is
intended to enhance the likelihood of receipt by the Class C Noteholders of
the full amount of principal and interest due them and to decrease the
likelihood that the Class C Noteholders will experience losses. However,
because in certain circumstances the Owner Trust Spread Account could be
depleted, these protections are limited.
REPORTS TO NOTEHOLDERS
On each Transfer Date, the Indenture Trustee will forward to each
Noteholders of record, a statement prepared by the Administrator setting
forth the items described in "Description of the Notes - Reports to
Noteholders" in the attached prospectus. In addition, such statement will
include the amounts withdrawn from the Owner Trust Spread Account for the
related Distribution Date. So long as the Notes are listed on the
Luxembourg Stock Exchange, notice to Noteholders will be given by
publication in a daily newspaper in Luxembourg (expected to be the
Luxemburger Wort). In the event that Definitive Notes are issued, notices
to Noteholders will also be given by mail to their addresses as they appear
on the register maintained by the Indenture Trustee.
LISTING AND GENERAL INFORMATION
Application has been made to list the Class A Notes, the Class B
Notes and the Class C Notes on the Luxembourg Stock Exchange. In connection
with the listing application, the Organization Certificate and By-laws of
the Bank, as well as legal notice relating to the issuance of the Class A
Notes, the Class B Notes and the Class C Notes will be deposited prior to
listing with the Chief Registrar of the District Court of Luxembourg, where
copies thereof may be obtained upon request. The Class A Notes, the Class B
Notes and the Class C Notes have been accepted for clearance through the
facilities of DTC, Cedelbank and Euroclear. The CUSIP numbers for the Class
A Notes, the Class B Notes and the Class C Notes are ___________,
___________ and ___________, respectively; the International Securities
Identification Numbers (ISIN) for the Class A Notes, the Class B Notes and
the Class C Notes are US ________, US ________ and US ________,
respectively; the Common Code numbers for the Class A Notes, the Class B
Notes and the Class C Notes are __________, ________ and __________,
respectively.
As of the date of this prospectus supplement, neither the Master
Trust nor the Owner Trust is involved in any litigation or arbitration
proceeding relating to claims which are material in the context of the
issuance of the Notes, nor so far as the Transferor is aware are any such
proceedings pending or threatened.
Except as disclosed herein, there has been no material adverse change
in the financial position of the Master Trust since ___________, 199__
through the date of this prospectus supplement.
The transactions contemplated in this prospectus supplement were
authorized by resolutions adopted by the Bank's Board of Directors on
__________, 199__ and by the Bank's Asset and Loan Securitization Committee
as of ________, 199__.
Copies of the Pooling and Servicing Agreement, the Series 1999-_
Supplement, the applicable Note Documents, the annual report of independent
public accountants described in "Description of the Certificates --
Evidence as to Compliance" in the attached prospectus, the documents
referred to under "Where You Can Find More Information" and the reports to
Noteholders referred to under "Reports to Noteholders" and "Description of
the Notes-Reports to Noteholders" in the attached prospectus will be
available free of charge at the office of Banque Generale du Luxembourg,
S.A. (the "LISTING AGENT"), 50 Avenue J.F. Kennedy, L-2951, Luxembourg.
Financial information regarding the Bank is included in the consolidated
financial statements of The Chase Manhattan Corporation in The Chase
Manhattan Corporation's Annual Report on Form 10-K for the fiscal year
ended December 31, 1997. Such report is available, and reports for
subsequent years will be available, at the office of the Listing Agent.
So long as there is no Paying Agent and Transfer Agent in Luxembourg,
Banque Generale du Luxembourg, S.A. will act as intermediary agent in
Luxembourg. In the event that Definitive Securities are issued, a Paying
Agent and Transfer Agent will be appointed in Luxembourg.
The Notes, the Pooling and Servicing Agreement, the Series 1999-__
Supplement, the Indenture and the Deposit and Administration Agreement are
governed by the laws of the State of New York. The Trust Agreement is
governed by the laws of the State of Delaware.
UNDERWRITING
Subject to the terms and conditions set forth in the Underwriting
Agreement dated ______, 199__ (the "UNDERWRITING AGREEMENT") between Chase
USA and the underwriters named below (the "UNDERWRITERS"), Chase USA has
agreed to sell to the Underwriters of the Class A Notes (the "CLASS A
UNDERWRITERS"), the Underwriters of the Class B Notes (the "CLASS B
UNDERWRITERS") and the Underwriters of the Class C Notes (the "CLASS C
UNDERWRITERS"), and each of the Underwriters has severally agreed to
purchase, the principal amount of the Class A Notes, the Class B Notes or
the Class C Notes, as applicable, set forth opposite its name:
PRINCIPAL AMOUNT OF
CLASS A UNDERWRITERS CLASS A NOTES
--------------------- -------------------
Chase Securities Inc. $
$
Total $
PRINCIPAL AMOUNT OF
CLASS B UNDERWRITERS CLASS B NOTES
--------------------- -------------------
Chase Securities Inc. $
$
Total $
PRINCIPAL AMOUNT OF
CLASS C UNDERWRITERS CLASS C NOTES
--------------------- -------------------
Chase Securities Inc. $
$
Total $
The price to public, 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 Notes,
Class B Notes and Class C Notes, shall be as follows:
Underwriting Selling
discounts Concessions, Reallowance,
Price to and not to not to
Public commissions exceed exceed
------------- ------------ ------------- ------------
Class A Notes (%) (%) (%) (%)
Class B Notes (%) (%) (%) (%)
Class C Notes (%) (%) (%) (%)
After the offering is completed, Chase USA will receive the proceeds, after
deduction of the underwriting and other expenses, listed below:
Proceeds to
Transferor
(as % of the
principal Underwriting
Proceeds to amount discounts and
Transferor of the Notes) concessions
--------------- --------------- ---------------
Class A Notes ($) (%) ($)
Class B Notes ($) (%) ($)
Class C Notes ($) (%) ($)
After the public offering, the public offering price and other
selling terms may be changed by the Class A Underwriters, Class B
Underwriters and the Class C Underwriters, as the case may be.
Each Underwriter has represented and agreed that (a) it only issued
or passed on and will only issue or pass on in the United Kingdom any
document received by it in connection with the issue of the Notes to a
person who is of a kind described in Article 11(3) of the Financial
Services Act 1986 (Investment Advertisements) (Exemptions) Order 1996 (as
amended) or who is a person to whom the document may otherwise lawfully be
issued or passed on, (b) it has complied and will comply with all
applicable provisions of the Financial Services Act 1986 and other
applicable laws and resolutions with respect to anything done by it in
relation to the Notes in, from or otherwise involving the United Kingdom
and (c) if that Underwriter is an authorized person under the Financial
Services Act 1986, it has only promoted and will 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 herein 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.
Chase USA will indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act, or contribute
to payments the Underwriters may be required to make in respect thereof.
Chase Securities Inc. is a wholly owned subsidiary of The Chase
Manhattan Corporation. See "Chase USA" in theattached prospectus.
The Underwriters may engage in over-allotment transactions,
stabilizing transactions, syndicate covering transactions and penalty bids
with respect to the Notes in accordance with Regulation M under the
Exchange Act. Over-allotment transactions involve syndicate sales in
excess of the offering size creating a syndicate short position.
Stabilizing transactions permit bids to purchase the Notes so long as the
stabilizing bids do not exceed a specified maximum. Syndicate covering
transactions involve purchases of the Notes in the open market after the
distribution has been completed in order to cover syndicate short
positions. Penalty bids permit the Underwriters to reclaim a selling
concession from a syndicate member when the Notes originally sold by such
syndicate member are purchased in a syndicate covering transaction. Such
over-allotment transactions, stabilizing transactions, syndicate covering
transactions and penalty bids may cause prices of the Notes to be higher
than they would otherwise be in the absence of such transactions. None of
the Master Trust, the Owner Trust or any of the Underwriters represent that
the Underwriters will engage in any such transactions nor that such
transactions, once commenced, will not be discontinued without notice.
This prospectus supplement and the attached prospectus may be used by
Chase Securities Inc. in connection with offers and sales related to
market-making transactions in the Notes. Chase Securities Inc. may act as
principal or agent in such transactions. Such sales will be made at prices
related to prevailing market prices at the time of sale. Chase Securities
Inc. has no obligation to make a market in the Notes and any such
market-making may be discontinued at any time without notice, in its sole
discretion. Chase Securities Inc. is among the Underwriters participating
in the initial distribution of the Notes.
EXCHANGE LISTING
We have applied to list the Notes on the Luxembourg Stock Exchange.
We cannot guaranty that the application for the listing will be accepted.
You should consult with Banque Generale du Luxembourg, S.A., the Luxembourg
Listing Agent for the Notes, 50 Avenue J.F. Kennedy, L-2951 Luxembourg,
phone number (352) 42421, to determine whether or not the Notes are listed
on the Luxembourg Stock Exchange.
This prospectus supplement and the attached prospectus have been
prepared by the Bank solely for use in connection with the offering and
listing of the Notes described herein. The Bank has taken reasonable care
to ensure that facts stated in this Prospectus Supplement and the attached
Prospectus are true and accurate in all material respects and there have
not been omitted material facts the omission of which would make misleading
any statements of fact or opinion herein or therein. The Bank accepts
responsibility accordingly.
INDEX OF TERMS FOR PROSPECTUS SUPPLEMENT
Term Page
Accumulation Period Reserve Account..............S-14, S-33, S-36, S-42, S-52
Accumulation Shortfall...................................................S-39
Addition Date............................................................S-35
Adjusted Investor Interest...............................................S-35
Available Accumulation Period Reserve Account
Amount.................................................................S-43
Available Amount.........................................................S-50
Available Investor Finance Charge Collections............................S-33
Available Investor Principal Collections.................................S-34
Base Rate................................................................S-29
Calculation Agent........................................................S-48
Cede.....................................................................S-46
Certificate Reassignment Date............................................S-49
Class A Interest Requirement.............................................S-51
Class A Monthly Note Interest............................................S-50
Class A Note Initial Principal Balance...................................S-51
Class A Note Interest Rate...............................................S-47
Class A Note Interest Shortfall..........................................S-51
Class A Note Principal Balance.....................................S-51, S-52
Class A Noteholders' Principal Distributable
Amount.................................................................S-51
Class A Notes............................................................S-46
Class A Scheduled Redemption Date........................................S-48
Class A Underwriters.....................................................S-55
Class B Interest Requirement.............................................S-51
Class B Monthly Note Interest............................................S-51
Class B Note Initial Principal Balance...................................S-52
Class B Note Interest Rate...............................................S-47
Class B Note Interest Shortfall..........................................S-51
Class B Note Principal Balance...........................................S-52
Class B Noteholders' Principal Distributable
Amount...........................................................S-51, S-52
Class B Notes............................................................S-46
Class B Scheduled Redemption Date..................................S-28, S-48
Class B Underwriters.....................................................S-55
Class C Interest Requirement.............................................S-51
Class C Monthly Note Interest............................................S-51
Class C Note Initial Principal Balance...................................S-52
Class C Note Interest Rate...............................................S-47
Class C Note Interest Shortfall..........................................S-51
Class C Note Principal Balance...........................................S-52
Class C Noteholders' Principal Distributable
Amount.................................................................S-52
Class C Notes............................................................S-46
Class C Scheduled Payment Date...........................................S-28
Class C Scheduled Redemption Date........................................S-48
Class C Underwriters.....................................................S-55
Closing Date.............................................................S-47
Companion Series.........................................................S-43
Controlled Accumulation Amount...........................................S-39
Controlled Accumulation Period...........................................S-28
Controlled Deposit Amount................................................S-28
Covered Amount...........................................................S-42
Cut-Off Date.............................................................S-22
Default Amount...........................................................S-41
Depository...............................................................S-46
Distribution Date........................................................S-33
DTC......................................................................S-46
Event of Default.........................................................S-53
Excess Finance Charge Collections..................................S-37, S-41
Excess Funding Account...................................................S-34
Excess Spread Percentage.................................................S-53
Fixed Investor Percentage................................................S-35
Group I..................................................................S-41
Indenture................................................................S-46
investment company.......................................................S-29
Investor Charge-Off......................................................S-42
Investor Default Amount..................................................S-41
Investor Interest........................................................S-35
Investor Servicing Fee...................................................S-45
LIBOR....................................................................S-47
LIBOR Determination Date.................................................S-47
Listing Agent............................................................S-55
Monthly Principal........................................................S-39
Monthly Principal Reallocation Amount....................................S-35
Net Class C Interest Requirement.........................................S-51
Net Investor Servicing Fee...............................................S-45
Net Servicing Fee Rate...................................................S-45
Note Initial Principal Balance...........................................S-52
Note Interest Period.....................................................S-47
Note Interest Rate.......................................................S-47
Note Maturity Date.......................................................S-48
Note Principal Due Date..................................................S-28
Note Rating Agency Condition.............................................S-53
Notes....................................................................S-46
Owner Trust..............................................................S-31
Owner Trust Reserve Account Amount.......................................S-52
Owner Trust Spread Account...............................................S-52
Pay Out Event............................................................S-28
Payment Date.............................................................S-47
Pooling and Servicing Agreement..........................................S-22
Principal Distribution Amount............................................S-49
Principal Funding Account................................................S-42
Principal Funding Account Balance........................................S-28
Principal Funding Investment Proceeds....................................S-42
Principal Funding Investment Shortfall...................................S-42
Principal Shortfalls.....................................................S-41
Quarterly Excess Spread Percentage.......................................S-54
Rating Agency Condition..................................................S-41
Record Date..............................................................S-46
Recoveries...............................................................S-25
Reference Banks..........................................................S-48
Removal Date.............................................................S-35
Required Accumulation Period Reserve Account
Amount.................................................................S-42
Required Owner Trust Reserve Account Amount..............................S-53
Reserve Account Funding Date.............................................S-42
Revolving Period.........................................................S-33
Scheduled Payment Date...................................................S-48
Scheduled Principal Payment Commencement Date............................S-28
Series 199_-_ Termination Date...........................................S-39
Servicer Interchange.....................................................S-45
Servicing Fee............................................................S-45
Shared Principal Collections.............................................S-41
Telerate Page 3750.......................................................S-48
Transfer Date............................................................S-36
Trust Portfolio..........................................................S-22
Underwriters.............................................................S-55
Underwriting Agreement...................................................S-55
ANNEX I
OTHER SERIES ISSUED AND OUTSTANDING
The table below sets forth the principal characteristics of the
nineteen other Series previously issued by the Trust. For more specific
information with respect to any Series, any prospective investor should
contact The Chase Manhattan Bank at (212) 270-6000. The Chase Manhattan
Bank will provide, without charge, to any prospective purchaser of the
Notes, a copy of the Disclosure Documents for any other publicly issued
Series.
SERIES 1995-2
1. Class A Certificates
Initial Investor Interest................................$600,000,000
Certificate Rate................................................6.23%
Controlled Accumulation Amount (subject to
adjustment).............................................$50,000,000
Commencement of Controlled Accumulation Period
(subject to adjustment)..........................September 30, 1999
Annual Servicing Fee Percentage..................................2.0%
Initial Collateral Interest............................$47,728,181.82
Other Enhancement..................................Subordination of
Class B Certificates
Scheduled Payment Date...............................October 15, 2000
Series 1995-2 Termination Date..........................June 15, 2003
Series Issuance Date.................................October 19, 1995
2. Class B Certificates
Initial Investor Interest.................................$34,090,000
Certificate Rate................................................6.38%
Annual Servicing Fee Percentage..................................2.0%
Initial Collateral Interest........................Same as above for
Class A Certificates
Scheduled Payment Date..............................November 15, 2000
Series 1995-2 Termination Date.....................Same as above for
Class A Certificates
Series Issuance Date...............................Same as above for
Class A Certificates
SERIES 1995-3
1. Class A Certificates
Initial Investor Interest................................$450,000,000
Certificate Rate................................................6.23%
Controlled Accumulation Amount (subject to
adjustment).............................................$37,500,000
Commencement of Controlled Accumulation Period
(subject to adjustment)...............................July 31, 2001
Annual Servicing Fee Percentage..................................2.0%
Initial Collateral Interest............................$35,795,636.36
Other Enhancement..................................Subordination of
Class B Certificates
Scheduled Payment Date................................August 15, 2002
Series 1995-3 Termination Date.........................April 15, 2005
Series Issuance Date................................November 21, 1995
2. Class B Certificates
Initial Investor Interest.................................$25,568,000
Certificate Rate................................................6.39%
Annual Servicing Fee Percentage..................................2.0%
Initial Collateral Interest........................Same as above for
Class A Certificates
Scheduled Payment Date.............................September 15, 2002
Series 1995-3 Termination Date.....................Same as above for
Class A Certificates
Series Issuance Date...............................Same as above for
Class A Certificates
SERIES 1995-4
1. Class A Certificates
Initial Investor Interest................................$300,000,000
Certificate Rate............................Three Month LIBOR + 0.20%
Controlled Accumulation Amount (subject
to adjustment)..........................................$25,000,000
Commencement of Controlled Accumulation
Period (subject to adjustment).....................October 31, 2001
Annual Servicing Fee Percentage..................................2.0%
Initial Collateral Interest............................$35,714,857.14
Other Enhancement..................................Subordination of
Class B Certificates
Scheduled Payment Date..............................November 25, 2002
Series 1995-4 Termination Date..........................July 25, 2005
Series Issuance Date................................November 29, 1995
2. Class B Certificates
Initial Investor Interest.................................$21,428,000
Certificate Rate............................Three Month LIBOR + 0.32%
Annual Servicing Fee Percentage..................................2.0%
Initial Collateral Interest........................Same as above for
Class A Certificates
Scheduled Payment Date..............................November 25, 2002
Series 1995-4 Termination Date.....................Same as above for
Class A Certificates
Series Issuance Date...............................Same as above for
Class A Certificates
SERIES 1996-1
1. Class A Certificates
Initial Investor Interest................................$700,000,000
Certificate Rate................................................5.55%
Controlled Accumulation Amount (subject to
adjustment)..........................................$58,333,333.33
Commencement of Controlled Accumulation
Period (subject to adjustment)....................December 31, 1999
Annual Servicing Fee Percentage..................................2.0%
Initial Collateral Interest............................$55,682,545.45
Other Enhancement..................................Subordination of
Class B Certificates
Scheduled Payment Date...............................January 15, 2001
Series 1996-1 Termination Date.....................September 15, 2003
Series Issuance Date.................................January 23, 1996
2. Class B Certificates
Initial Investor Interest.................................$39,772,000
Certificate Rate................................................5.71%
Annual Servicing Fee Percentage..................................2.0%
Initial Collateral Interest........................Same as above for
Class A Certificates
Scheduled Payment Date..............................February 15, 2001
Series 1996-1 Termination Date.....................Same as above for
Class A Certificates
Series Issuance Date...............................Same as above for
Class A Certificates
SERIES 1996-2
1. Class A Certificates
Initial Investor Interest................................$550,000,000
Certificate Rate................................................5.98%
Controlled Accumulation Amount (subject to
adjustment)..........................................$45,833,333.33
Commencement of Controlled Accumulation Period
(subject to adjustment)...........................December 31, 2004
Annual Servicing Fee Percentage..................................2.0%
Initial Collateral Interest............................$43,750,000.00
Other Enhancement..................................Subordination of
Class B Certificates
Scheduled Payment Date...............................January 15, 2006
Series 1996-2 Termination Date.....................September 15, 2008
Series Issuance Date.................................January 23, 1996
2. Class B Certificates
Initial Investor Interest.................................$31,250,000
Certificate Rate................................................6.16%
Annual Servicing Fee Percentage..................................2.0%
Initial Collateral Interest........................Same as above for
Class A Certificates
Scheduled Payment Date..............................February 15, 2006
Series 1996-2 Termination Date.....................Same as above for
Class A Certificates
Series Issuance Date...............................Same as above for
Class A Certificates
SERIES 1996-3
1. Class A Certificates
Initial Investor Interest................................$411,983,000
Certificate Rate................................................7.09%
Controlled Accumulation Amount (subject to
adjustment)..........................................$34,331,916.67
Commencement of Controlled Accumulation
Period (subject to adjustment).........................May 31, 2005
Annual Servicing Fee Percentage..................................2.0%
Initial Collateral Interest............................$32,772,440.86
Other Enhancement..................................Subordination of
Class B Certificates
Scheduled Payment Date..................................June 15, 2006
Series 1996-3 Termination Date......................February 15, 2009
Series Issuance Date.....................................May 30, 1996
2. Class B Certificates
Initial Investor Interest.................................$23,408,000
Certificate Rate................................................7.27%
Annual Servicing Fee Percentage..................................2.0%
Initial Collateral Interest........................Same as above for
Class A Certificates
Scheduled Payment Date..................................July 15, 2006
Series 1996-3 Termination Date.....................Same as above for
Class A Certificates
Series Issuance Date...............................Same as above for
Class A Certificates
SERIES 1996-4
1. Class A Certificates
Initial Investor Interest..............................$1,400,000,000
Certificate Rate..............................One Month LIBOR + 0.13%
Controlled Accumulation Amount (subject to
adjustment).........................................$116,666,666.67
Commencement of Controlled Accumulation
Period (subject to adjustment).....................October 31, 2002
Annual Servicing Fee Percentage..................................2.0%
Initial Collateral Interest...........................$150,000,666.67
Other Enhancement..................................Subordination of
Class B Certificates
Scheduled Payment Date..............................November 17, 2003
Series 1996-4 Termination Date..........................July 17, 2006
Series Issuance Date................................November 14, 1996
2. Class B Certificates
Initial Investor Interest................................$116,666,000
Certificate Rate..............................One Month LIBOR + 0.35%
Annual Servicing Fee Percentage..................................2.0%
Initial Collateral Interest........................Same as above for
Class A Certificates
Scheduled Payment Date..............................December 15, 2003
Series 1996-4 Termination Date.....................Same as above for
Class A Certificates
Series Issuance Date...............................Same as above for
Class A Certificates
SERIES 1997-1
1. Class A Certificates
Initial Investor Interest..............................$1,150,000,000
Certificate Rate..............................One Month LIBOR + 0.09%
Controlled Accumulation Amount (subject
to adjustment).......................................$95,833,333.33
Commencement of Controlled Accumulation
Period (subject to adjustment).....................January 31, 2003
Annual Servicing Fee Percentage..................................2.0%
Initial Collateral Interest..............................$123,214,619
Other Enhancement..................................Subordination of
Class B Certificates
Scheduled Payment Date..............................February 15, 2004
Series 1997-1 Termination Date.......................October 15, 2006
Series Issuance Date................................February 24, 1997
2. Class B Certificates
Initial Investor Interest.................................$95,833,000
Certificate Rate..............................One Month LIBOR + 0.29%
Annual Servicing Fee Percentage..................................2.0%
Initial Collateral Interest........................Same as above for
Class A Certificates
Scheduled Payment Date.................................March 15, 2004
Series 1997-1 Termination Date.....................Same as above for
Class A Certificates
Series Issuance Date...............................Same as above for
Class A Certificates
SERIES 1997-2
1. Class A Certificates
Initial Investor Interest..............................$1,500,000,000
Certificate Rate................................................6.30%
Controlled Accumulation Amount (subject to
adjustment)........................................... $125,000,000
Commencement of Controlled Accumulation
Period (subject to adjustment)........................July 31, 1999
Annual Servicing Fee Percentage..................................2.0%
Initial Collateral Interest..............................$119,318,455
Other Enhancement..................................Subordination of
Class B Certificates
Scheduled Payment Date................................August 15, 2000
Series 1997-2 Termination Date.........................April 15, 2003
Series Issuance Date..................................August 18, 1997
2. Class B Certificates
Initial Investor Interest.................................$85,227,000
Certificate Rate................................................6.45%
Annual Servicing Fee Percentage..................................2.0%
Initial Collateral Interest........................Same as above for
Class A Certificates
Scheduled Payment Date.............................September 15, 2000
Series 1997-2 Termination Date.....................Same as above for
Class A Certificates
Series Issuance Date...............................Same as above for
Class A Certificates
SERIES 1997-3
1. Class A Certificates
Initial Investor Interest................................ $250,000,000
Certificate Rate................................................6.777%
Controlled Accumulation Amount
(subject to adjustment).....................One-twelfth of outstanding
balance of Class A
Certificates on August 1,
2003
Commencement of Controlled Accumulation
Period (subject to adjustment).......................August 31, 2003
Annual Servicing Fee Percentage...................................2.0%
Initial Collateral Interest................................$26,786,048
Other Enhancement...................................Subordination of
Class B Certificates
Scheduled Payment Date..............................September 15, 2004
Series 1997-3 Termination Date............................May 15, 2007
Series Issuance Date............................... September 22, 1997
2. Class B Certificates
Initial Investor Interest..................................$20,833,000
Certificate Rate...............................One Month LIBOR + 0.35%
Annual Servicing Fee Percentage...................................2.0%
Initial Collateral Interest.........................Same as above for
Class A Certificates
Scheduled Payment Date................................October 15, 2004
Series 1997-3 Termination Date......................Same as above for
Class A Certificates
Series Issuance Date................................Same as above for
Class A Certificates
SERIES 1997-4
1. Class A Certificates
Initial Investor Interest.................................$600,000,000
Certificate Rate...............................One Month LIBOR + 0.16%
Controlled Accumulation Amount (subject to
adjustment)..............................................$50,000,000
Commencement of Controlled Accumulation Period
(subject to adjustment)............................November 30, 2001
Annual Servicing Fee Percentage...................................2.0%
Initial Collateral Interest............................... $64,285,715
Other Enhancement...................................Subordination of
Class B Certificates
Scheduled Payment Date...............................December 15, 2002
Series 1997-4 Termination Date.........................August 15, 2005
Series Issuance Date..................................December 8, 1997
2. Class B Certificates
Initial Investor Interest..................................$50,000,000
Certificate Rate...............................One Month LIBOR + 0.36%
Annual Servicing Fee Percentage...................................2.0%
Initial Collateral Interest.........................Same as above for
Class A Certificates
Scheduled Payment Date................................January 15, 2003
Series 1997-4 Termination Date......................Same as above for
Class A Certificates
Series Issuance Date................................Same as above for
Class A Certificates
SERIES 1997-5
1. Class A Certificates
Initial Investor Interest................................ $500,000,000
Certificate Rate................................................6.194%
Controlled Accumulation Amount (subject to
adjustment)..............................................$41,666,667
Commencement of Controlled Accumulation
Period (subject to adjustment).....................November 30, 2001
Annual Servicing Fee Percentage...................................2.0%
Initial Collateral Interest................................$39,772,819
Other Enhancement...................................Subordination of
Class B Certificates
Scheduled Payment Date...............................December 15, 2002
Series 1997-5 Termination Date.........................August 15, 2005
Series Issuance Date.................................December 23, 1997
2. Class B Certificates
Initial Investor Interest..................................$28,409,000
Certificate Rate................................................6.388%
Annual Servicing Fee Percentage...................................2.0%
Initial Collateral Interest.........................Same as above for
Class A Certificates
Scheduled Payment Date................................January 15, 2003
Series 1997-5 Termination Date......................Same as above for
Class A Certificates
Series Issuance Date................................Same as above for
Class A Certificates
SERIES 1998-1
1. Class A-1 Certificates
Initial Investor Interest.................................$273,822,563
Certificate Rate..............................One Month LIBOR + 0.231%
Controlled Accumulation Amount (subject to
adjustment)..............................................$22,818,547
Commencement of Controlled Accumulation
Period (subject to adjustment)......................January 31, 2004
Annual Servicing Fee Percentage...................................2.0%
Subordination of Class B Certificates
and Initial Enhancement.........................Collateral Interest
Scheduled Payment Date...............................February 15, 2005
Series 1998-1 Termination Date........................October 15, 2007
Series Issuance Date.................................February 12, 1998
Class A-2 Certificates
Initial Investor Interest.................................$245,278,391
Certificate Rate.............................One Month LIBOR + 0.1885%
Controlled Accumulation Amount (subject
to adjustment)...........................................$20,439,866
Commencement of Controlled Accumulation
Period (subject to adjustment)......................January 31, 2004
Annual Servicing Fee Percentage...................................2.0%
Subordination of Class B Certificates and
Initial Enhancement..............................Collateral Interest
Scheduled Payment Date...............................February 15, 2005
Series 1998-1 Termination Date........................October 15, 2007
Series Issuance Date.................................February 12, 1998
Class A-3 Certificates
Initial Investor Interest.................................$243,131,534
Certificate Rate.............................One Month LIBOR + 0.2445%
Controlled Accumulation Amount (subject
to adjustment)...........................................$20,260,961
Commencement of Controlled Accumulation
Period (subject to adjustment)......................January 31, 2004
Annual Servicing Fee Percentage...................................2.0%
Subordination of Class B Certificates and
Initial Enhancement..............................Collateral Interest
Scheduled Payment Date...............................February 15, 2005
Series 1998-1 Termination Date........................October 15, 2007
Series Issuance Date.................................February 12, 1998
2. Class B Certificates
Initial Investor Interest..................................$63,519,000
Certificate Rate...............................One Month LIBOR + 0.37%
Annual Servicing Fee Percentage...................................2.0%
Initial Collateral Interest................................$81,668,141
Scheduled Payment Date..................................March 15, 2005
Series 1998-1 Termination Date......................Same as above for
Class A Certificates
Series Issuance Date................................Same as above for
Class A Certificates
SERIES 1998-2
1. Class A Certificates
Initial Investor Interest.................................$800,000,000
Certificate Rate............................Federal Funds Rate + 0.24%
Controlled Accumulation Amount (subject
to adjustment............................................$66,666,667
Commencement of Controlled Accumulation
Period (subject to adjustment)......................January 31, 2000
Annual Servicing Fee Percentage...................................2.0%
Initial Collateral Interest............................... $85,714,953
Other Enhancement...................................Subordination of
Class B Certificates
Scheduled Payment Date...............................February 15, 2001
Series 1998-2 Termination Date.......................February 15, 2003
Series Issuance Date.....................................March 9, 1998
2. Class B Certificates
Initial Investor Interest..................................$66,666,000
Certificate Rate...............................One Month LIBOR + 0.25%
Annual Servicing Fee Percentage...................................2.0%
Initial Collateral Interest.........................Same as above for
Class A Certificates
Scheduled Payment Date..................................March 15, 2003
Series 1998-2 Termination Date......................Same as above for
Class A Certificates
Series Issuance Date................................Same as above for
Class A Certificates
SERIES 1998-3
1. Class A Certificates
Initial Investor Interest.................................$600,000,000
Certificate Rate............................................... 6.000%
Controlled Accumulation Amount (subject
to adjustment)...........................................$50,000,000
Commencement of Controlled Accumulation
Period (subject to adjustment)........................March 31, 2002
Annual Servicing Fee Percentage...................................2.0%
Initial Collateral Interest................................$47,728,182
Other Enhancement...................................Subordination of
Class B Certificates
Scheduled Payment Date..................................April 15, 2003
Series 1998-3 Termination Date.........................August 15, 2005
Series Issuance Date.......................................May 1, 1998
2. Class B Certificates
Initial Investor Interest..................................$34,090,000
Certificate Rate................................................6.150%
Annual Servicing Fee Percentage...................................2.0%
Initial Collateral Interest.........................Same as above for
Class A Certificates
Scheduled Payment Date....................................May 15, 2003
Series 1998-3 Termination Date......................Same as above for
Class A Certificates
Series Issuance Date................................Same as above for
Class A Certificates
SERIES 1998-4
1. Class A Certificates
Initial Investor Interest.................................$552,486,188
Certificate Rate..............................One Month LIBOR + 0.134%
Controlled Accumulation Amount (subject
to adjustment)...........................................$46,040,516
Commencement of Controlled Accumulation
Period (subject to adjustment).........................July 31, 2007
Annual Servicing Fee Percentage...................................2.0%
Initial Collateral Interest................................$59,195,465
Other Enhancement...................................Subordination of
Class B Certificates
Scheduled Payment Date..................................August 15,2008
Series 1998-4 Termination Date.......................December 15, 2010
Series Issuance Date.....................................July 28, 1998
2. Class B Certificates
Initial Investor Interest..................................$46,040,000
Certificate Rate...............................One Month LIBOR + 0.36%
Annual Servicing Fee Percentage...................................2.0%
Initial Collateral Interest.........................Same as above for
Class A Certificates
Scheduled Payment Date..............................September 15, 2008
Series 1998-4 Termination Date......................Same as above for
Class A Certificates
Series Issuance Date................................Same as above for
Class A Certificates
SERIES 1998-5
1. Class A Certificates
Initial Investor Interest.................................$650,000,000
Certificate Rate...............................One Month LIBOR + 0.16%
Controlled Accumulation Amount (subject
to adjustment)...........................................$54,166,667
Commencement of Controlled Accumulation
Period (subject to adjustment).......................August 31, 2002
Annual Servicing Fee Percentage...................................2.0%
Initial Collateral Interest................................$69,643,524
Other Enhancement...................................Subordination of
Class B Certificates
Scheduled Payment Date...............................September 15,2003
Series 1998-5 Termination Date........................January 15, 2006
Series Issuance Date................................September 24, 1998
2. Class B Certificates
Initial Investor Interest..................................$54,166,000
Certificate Rate...............................One Month LIBOR + 0.36%
Annual Servicing Fee Percentage...................................2.0%
Initial Collateral Interest.........................Same as above for
Class A Certificates
Scheduled Payment Date................................October 15, 1998
Series 1998-5 Termination Date......................Same as above for
Class A Certificates
Series Issuance Date................................Same as above for
Class A Certificates
SERIES 1998-6
1. Class A Certificates
Initial Investor Interest.................................$650,000,000
Certificate Rate...............................One Month LIBOR + 0.26%
Controlled Accumulation Amount (subject
to adjustment)...........................................$54,166,667
Commencement of Controlled Accumulation
Period (subject to adjustment)........................April 30, 2001
Annual Servicing Fee Percentage...................................2.0%
Initial Collateral Interest................................$69,643,524
Other Enhancement...................................Subordination of
Class B Certificates
Scheduled Payment Date.....................................May 15,2002
Series 1998-6 Termination Date......................September 15, 2004
Series Issuance Date.................................November 24, 1998
2. Class B Certificates
Initial Investor Interest..................................$54,166,000
Certificate Rate...............................One Month LIBOR + 0.51%
Annual Servicing Fee Percentage...................................2.0%
Initial Collateral Interest.........................Same as above for
Class A Certificates
Scheduled Payment Date...................................June 15, 2002
Series 1998-6 Termination Date......................Same as above for
Class A Certificates
Series Issuance Date................................Same as above for
Class A Certificates
SERIES 1999-1
1. Class A Certificates
Initial Investor Interest.................................$750,000,000
Certificate Rate...............................One Month LIBOR + 0.16%
Controlled Accumulation Amount (subject
to adjustment)...........................................$62,500,000
Commencement of Controlled Accumulation
Period (subject to adjustment)........................April 30, 2003
Annual Servicing Fee Percentage...................................2.0%
Initial Collateral Interest................................$80,357,143
Other Enhancement...................................Subordination of
Class B Certificates
Scheduled Payment Date....................................May 15, 2004
Series 1999-1 Termination Date......................September 15, 2006
Series Issuance Date.....................................March 4, 1999
2. Class B Certificates
Initial Investor Interest..................................$62,500,000
Certificate Rate...............................One Month LIBOR + 0.39%
Annual Servicing Fee Percentage...................................2.0%
Initial Collateral Interest.........................Same as above for
Class A Certificates
Scheduled Payment Date...................................June 15, 2004
Series 1999-1 Termination Date......................Same as above for
Class A Certificates
Series Issuance Date................................Same as above for
Class A Certificates
Dates Referenced Herein and Documents Incorporated by Reference
| This ‘S-3’ Filing | | Date | | Other Filings |
|---|
| |  |
| | 12/15/10 | | 10-D, 8-K |
| | 2/15/09 |
| | 9/15/08 | | 10-D, 8-K |
| | 10/15/07 | | 10-D, 8-K |
| | 7/31/07 | | 10-D |
| | 5/15/07 | | 10-D, 8-K |
| | 10/15/06 |
| | 9/15/06 | | 10-D, 8-K |
| | 7/17/06 | | 10-D, 8-K |
| | 7/15/06 |
| | 6/15/06 | | 10-D, 8-K |
| | 2/15/06 | | 8-K, 8-K/A |
| | 1/15/06 |
| | 8/15/05 | | 8-K |
| | 7/25/05 |
| | 5/31/05 | | 8-K |
| | 4/15/05 | | 8-K |
| | 3/15/05 | | 424B5, 8-K |
| | 2/15/05 | | 8-K |
| | 12/31/04 |
| | 10/15/04 | | 8-K |
| | 9/15/04 | | 8-K |
| | 6/15/04 | | 8-K |
| | 5/15/04 |
| | 3/15/04 | | 8-K |
| | 2/15/04 |
| | 1/31/04 |
| | 12/15/03 | | 8-K |
| | 11/17/03 | | 8-K |
| | 9/15/03 | | 8-K |
| | 8/31/03 |
| | 8/1/03 |
| | 6/15/03 |
| | 5/15/03 | | 8-K |
| | 4/30/03 |
| | 4/15/03 | | 8-K |
| | 3/15/03 |
| | 2/15/03 |
| | 1/31/03 |
| | 1/15/03 | | 8-K |
| | 12/15/02 |
| | 11/25/02 |
| | 10/31/02 |
| | 9/15/02 |
| | 8/31/02 |
| | 8/15/02 | | 8-K |
| | 6/15/02 |
| | 3/31/02 |
| | 11/30/01 |
| | 10/31/01 |
| | 7/31/01 |
| | 4/30/01 |
| | 2/15/01 | | 8-K |
| | 1/15/01 |
| | 11/15/00 | | 8-K |
| | 10/15/00 |
| | 9/15/00 | | 8-K |
| | 8/15/00 | | 8-K |
| | 1/31/00 |
| | 12/31/99 | | 10-K, 10-K/A, 10-K405 |
| | 9/30/99 | | 8-K |
| | 7/31/99 |
| Filed on: | | 3/12/99 |
| | 3/4/99 |
| | 12/31/98 | | 10-K |
| | 11/24/98 |
| | 10/15/98 | | 8-K |
| | 9/24/98 | | 424B5 |
| | 7/28/98 |
| | 5/1/98 | | 8-K |
| | 3/9/98 |
| | 2/12/98 | | 8-K |
| | 12/31/97 | | 10-K, NT 10-K |
| | 12/23/97 | | S-3 |
| | 12/8/97 |
| | 9/22/97 |
| | 8/18/97 |
| | 2/24/97 |
| | 12/31/96 | | 10-K |
| | 11/14/96 |
| | 6/1/96 |
| | 5/30/96 | | 8-K |
| | 1/23/96 |
| | 11/29/95 |
| | 11/21/95 |
| | 10/19/95 |
| | 9/27/95 |
| List all Filings |
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Filing Submission 0000950172-99-000240 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
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