Exhibit 99.2
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CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION
Transferor on and after June 1, 1996,
JPMORGAN CHASE BANK
(formerly the Chase Manhattan Bank),
Transferor prior to June 1, 1996 and Servicer
and
THE BANK OF NEW YORK,
Trustee
on behalf of the Certificateholders
of Chase Credit Card Master Trust
(formerly Chemical Master Credit Card Trust I)
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SECOND AMENDMENT
Dated as of March 1, 2002
to
THIRD AMENDED AND RESTATED
POOLING AND SERVICING AGREEMENT
Dated as of November 15, 1999
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SECOND AMENDMENT, dated as of March 1, 2002 (the "Second
Amendment"), to THIRD AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT,
dated as of November 15, 1999, by and among CHASE MANHATTAN BANK USA, NATIONAL
ASSOCIATION ("Chase USA"), as Transferor on and after June 1, 1996, JPMORGAN
CHASE BANK (formerly the Chase Manhattan Bank), as Transferor prior to June 1,
1996, and as Servicer, and THE BANK OF NEW YORK, as Trustee (as amended by the
First Amendment dated as of March 31, 2001 and as supplemented the "Pooling
and Servicing Agreement").
WHEREAS, Section 13.1(b) of the Pooling and Servicing Agreement
provides that the Servicer, the Transferor and the Trustee, without the
consent of the Certificateholders, may amend the Pooling and Servicing
Agreement from time to time upon the satisfaction of certain conditions;
WHEREAS, the Servicer, the Transferor and the Trustee desire to
amend the Pooling and Servicing Agreement as set forth below; and
WHEREAS, all conditions precedent to the execution of this Second
Amendment have been complied with;
NOW, THEREFORE, the Servicer, the Transferor and the Trustee are
executing and delivering this Second Amendment in order to amend the Pooling
and Servicing Agreement in the manner set forth below.
Capitalized terms used but not defined herein shall have the
meanings assigned to them in the Pooling and Servicing Agreement.
SECTION 1. Amendment to Section 1.1.
(a) Section 1.1 of the Pooling and Servicing Agreement is
hereby amended by adding the following defined term in appropriate
alphabetical order:
"'Delaware Act' shall mean the Asset Backed Securities
Facilitation Act located in Title 6, Chapter 27A of the
Delaware Code."
(b) The defined term "Trust" appearing in Section 1.1 of
the Pooling and Servicing Agreement is hereby amended by deleting
the reference to "Section 9-306 of the UCC" and inserting in lieu
thereof the following: "Section 9-315 of the UCC".
(c) The following defined terms appearing in Section 1.1
of the Pooling and Servicing Agreement shall be deleted in their
entirety:
"Discount Percentage"; "Discount Option Receivables"; "Discount
Option Receivables Collections" and "New Discount Option
Receivables".
(d) The defined term "Finance Charge Receivables"
appearing in Section 1.1 of the Pooling and Servicing Agreement is
hereby amended by deleting the phrase "Discount Option Receivables
(if any)," appearing therein.
(e) The defined term "Permitted Investements" appearing in
Section 1.1 of the Pooling and Servicing Agreement is hereby amended
by adding at the end of clause (a)(iv) thereof the following: "other
than JPMorgan Chase Bank".
(f) The defined term "Trust Percentage" appearing in
Section 1.1 of the Pooling and Servicing Agreement is hereby amended
by deleting the phrase "(prior to giving effect to any reduction
thereof for Finance Charge Receivables which are Discount Option
Receivables)" appearing therein.
SECTION 2. Amendments to Section 2.1.
(a) Section 2.1 of the Pooling and Servicing Agreement is
hereby amended by deleting the reference to Section 9-106 of the UCC
appearing therein and inserting in lieu thereof the following:
"Section 9-102(a)(2) and (a)(42), respectively, of the UCC".
(b) Section 2.1 of the Pooling and Servicing Agreement is
hereby amended by adding the following additional paragraph at the
end of such Section:
"It is the intention of the parties hereto that
all transfers of Receivables to the Trust pursuant to this
Agreement be subject to, and be treated in accordance
with, the Delaware Act whether such transfers were made
prior to or after the date that the Delaware Act became
applicable thereto, and each of the parties hereto agrees
that this Agreement has been entered into by the parties
hereto in express reliance on the Delaware Act. For the
purposes of complying with the requirements of the
Delaware Act, each of the parties hereto hereby agrees
that any property, assets or rights purported to be
transferred, in whole
or in part, by Chase USA pursuant to this Agreement shall
be deemed to no longer be the property, assets or rights
of Chase USA. Each of the parties hereto acknowledges and
agrees that each such transfer is occurring in connection
with a "securitization transaction" within the meaning of
the Delaware Act."
SECTION 3. Amendments to Section 2.4.
(a) Section 2.4(a)(ii) of the Pooling and Servicing
Agreement shall be amended by deleting the reference to "Section
9-306 of the UCC" and inserting in lieu thereof the following:
"Section 9-315 of the UCC".
(b) Section 2.4(d)(iv) of the Pooling and Servicing
Agreement shall be amended by deleting the reference to "Section
9-306(3) of the UCC" and inserting in lieu thereof the following:
"Section 9-315(d) of the UCC".
SECTION 4. Amendments to Section 2.5. Section 2.5(a) of the Pooling
and Servicing Agreement shall be amended to delete the words "or general
intangibles" that appear therein.
SECTION 5. Amendments to Section 2.6. Section 2.6(c)(iv) of the
Pooling and Servicing Agreement shall be amended by deleting the reference to
"Section 9-306 of the UCC" and inserting in lieu thereof the following:
"Section 9-315 of the UCC".
SECTION 6. Amendments to Section 2.8. The Pooling and Servicing
Agreement shall be amended by deleting Section 2.8 thereof in its entirety.
SECTION 7. Amendments to Section 13.2. Section 13.2 (b) and (c) of
the Pooling and Servicing Agreement shall be amended to read in their entirety
as follows:
"(b) Within 30 days after the Transferor makes any change
in its name, identity or corporate structure which would make any
financing statement or continuation statement filed in accordance
with paragraph (a) above seriously misleading within the meaning of
Section 9-506 of the UCC, the Transferor shall give the Trustee
notice of any such change and shall file such financing statements
or amendments as may be necessary to continue the perfection of the
Trust's security interest in the Receivables and the proceeds
thereof.
"(c) The Transferor will give the Trustee prompt written
notice of any change in the jurisdiction in which it is located (as
such location is determined pursuant to Section 9-
307 of the UCC) and whether, as a result of such change, the
applicable provisions of the UCC would require the filing of any
amendment of any previously filed financing or continuation
statement or of any new financing statements and shall file such
financing statements as may be necessary to continue the perfection
of the Trust's security interest in the Receivables and the proceeds
thereof within the time specified in Section 9-316(a) of the UCC."
SECTION 8. Amendments to Section 13.4. Section 13.4 of the Pooling
and Servicing Agreement shall be amended to read in its entirety as follows:
"THIS AGREEMENT AND THE RIGHTS AND DUTIES OF THE PARTIES
HEREUNDER SHALL BE GOVERNED BY, CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE WITHOUT REFERENCE
TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND
REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE
WITH SUCH LAWS."
SECTION 9. No Waiver. The execution and delivery of this Second
Amendment shall not constitute a waiver of a past default under the Pooling
and Servicing Agreement or impair any right consequent thereon.
SECTION 10. Pooling and Servicing Agreement in Full Force and Effect
as Amended. Except as specifically amended or waived hereby, all of the terms
and conditions of the Pooling and Servicing Agreement shall remain in full
force and effect. All references to the Pooling and Servicing Agreement in any
other document or instrument shall be deemed to mean such Pooling and
Servicing Agreement as amended by this Second Amendment. This Second Amendment
shall not constitute a novation of the Pooling and Servicing Agreement, but
shall constitute an amendment thereof. The parties hereto agree to be bound by
the terms and obligations of the Pooling and Servicing Agreement, as amended
by this Second Amendment, as though the terms and obligations of the Pooling
and Servicing Agreement were set forth herein.
SECTION 11. Counterparts. This Second Amendment may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and all of which counterparts shall constitute
one and the same instrument.
SECTION 12. GOVERNING LAW. THIS SECOND AMENDMENT SHALL BE CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK AND THE OBLIGATIONS,
RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE
WITH SUCH LAWS.
SECTION 13. Effective Date. This Second Amendment shall become
effective as of the day and year first above written.
IN WITNESS WHEREOF, the Servicer, the Transferor and the Trustee
have caused this Second Amendment to be duly executed by their respective
officers, thereunto duly authorized, as of the day and year first above
written.
CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION
Transferor on and after June 1,1996
By: /s/ Xxxxxxxx Xxxxxx
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Name: Xxxxxxxx Xxxxxx
Title: Vice President
JPMORGAN CHASE BANK (formerly the Chase
Manhattan Bank), Transferor prior to June 1,
1996 and Servicer
By: /s/ Xxxxx Xxxxxx
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Name: Xxxxx Xxxxxx
Title: Senior Vice President
THE BANK OF NEW YORK, Trustee
By: /s/ Xxxxxx Xxxxxxx
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Name: Xxxxxx Xxxxxxx
Title: Assistant Treasurer