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Underwriting Agreement

 

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Title:

Underwriting Agreement

Entities:

Luminent Mortgage Trust 2007-1

Date:

2007

Size:

Preview shows 20KB of 92KB total

Price:

$49

ID:

#3116437

 

 

► Financing ► Underwriting Agreements

 

 

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CHASE ISSUANCE TRUST

CHASE BANK USA, NATIONAL ASSOCIATION

(formerly known as Chase Manhattan Bank USA, National Association)

(Transferor and Servicer)

UNDERWRITING AGREEMENT

(Standard Terms)

September 26, 2007

J.P. Morgan Securities Inc.,

as an Underwriter and as Representative

of the Underwriters named in the Terms Agreement

270 Park Avenue, Floor 10

New York, New York 10017

Ladies and Gentlemen:

Chase Issuance Trust, a Delaware statutory trust (the ?Issuing Entity?), and Chase Bank USA, National Association (formerly known as Chase Manhattan Bank USA, National Association, the ?Bank?), as transferor and servicer (in such capacities, the ?Transferor? and the ?Servicer?) and as beneficiary (in such capacity, the ?Beneficiary?) of the Issuing Entity, propose to sell the notes of the series, classes and tranches designated in the applicable Terms Agreement (as hereinafter defined) (the ?Notes?). The Notes will be issued pursuant to the Second Amended and Restated Indenture, dated March 14, 2006, and as supplemented by the Amended and Restated Asset Pool One Supplement, dated as of October 15, 2004, as amended by the First Amendment thereto, dated as of May 10, 2005, and the Second Amendment thereto, dated February 1, 2006, (the ?Asset Pool Supplement?), between the Issuing Entity and Wells Fargo Bank, National Association, as indenture trustee (the ?Indenture Trustee?) and collateral agent (the ?Collateral Agent?), the Amended and Restated CHASEseries Indenture Supplement, dated as of October 15, 2004, and a Terms Document having the date stated in the applicable Terms Agreement (as so supplemented and as otherwise modified or amended from time to time, the ?Indenture?), between the Issuing Entity and the Indenture Trustee. The Issuing Entity will be operated pursuant to a Third Amended and Restated Trust Agreement, dated as of March 14, 2006 (as may be further amended from time to time, the ?Trust Agreement?), between the Bank, as Beneficiary, and Wilmington Trust Company, as owner trustee (the ?Owner Trustee?). The Notes will be secured pursuant to the Asset Pool One Supplement by certain assets of the Issuing Entity,


including the Asset Pool One Receivables (as defined in the Asset Pool One Supplement), the FUSA Collateral Certificate, the Chase Collateral Certificate, the FUSA Receivables and the Chase Receivables (the Asset Pool One Receivables, the FUSA Receivables and the Chase Receivables are collectively referred to herein as the ?Receivables?), as discussed below (collectively, the ?Collateral?).

The Bank transfers credit card receivables to the First USA Credit Card Master Trust (the ?First USA Credit Card Master Trust?) pursuant to the Second Amended and Restated Pooling and Servicing Agreement, dated as of March 14, 2006, (as may be further amended from time to time, the ?FUSA Pooling and Servicing Agreement?), as supplemented by the applicable Series Supplement (the ?FUSA Series Supplement?; references herein to the FUSA Pooling and Servicing Agreement shall mean, unless otherwise specified, the FUSA Pooling and Servicing Agreement as supplemented by the FUSA Series Supplement), having the date stated in the applicable Terms Agreement, among the Bank, as transferor (in such capacity, the ?FUSA Transferor?) and as servicer (in such capacity, the ?FUSA Servicer?), and The Bank of New York (Delaware), as trustee (in such capacity, the ?First USA Master Trust Trustee?).

The assets of the First USA Credit Card Master Trust include, among other things, receivables (the ?FUSA Receivables?) arising under certain revolving credit card accounts (the ?FUSA Accounts?). Pursuant to the FUSA Pooling and Servicing Agreement and the Second Amended and Restated Transfer and Servicing Agreement, among the Bank, as FUSA Transferor, FUSA Servicer and FUSA Administrator, the Issuing Entity, and the Indenture Trustee and the Collateral Agent, dated as of March 14, 2006 (the ?Transfer and Servicing Agreement?), the Bank has caused the First USA Credit Card Master Trust to issue to the Issuing Entity a collateral certificate (the ?FUSA Collateral Certificate?). The FUSA Collateral Certificate is an investor certificate under the FUSA Pooling and Servicing Agreement that represents undivided interests in certain assets of the First USA Credit Card Master Trust.

The Bank transfers credit card receivables to the Chase Credit Card Master Trust (the ?Chase Credit Card Master Trust?) pursuant to the Fourth Amended and Restated Pooling and Servicing Agreement, dated as of March 14, 2006, among the Bank, as transferor (in such capacity, the ?Chase Transferor?) and as servicer (in such capacity, the ?Chase Servicer?), The Bank of New York, as trustee (in such capacity, the ?Chase Master Trust Trustee?), and JPMorgan Chase Bank, National Association, as paying agent (as may be further amended from time to time, the ?Chase Pooling and Servicing Agreement?), as supplemented by the applicable Series Supplement (the ?Chase Series Supplement?; references herein to the Chase Pooling and Servicing Agreement shall mean, unless otherwise specified, the Chase Pooling and Servicing Agreement as supplemented by the Chase Series Supplement), having the date stated in the applicable Terms Agreement, among the Bank, as the Chase Transferor and as the Chase Servicer, and the Chase Master Trust Trustee.

 

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The assets of the Chase Credit Card Master Trust include, among other things, receivables (the ?Chase Receivables?) arising under certain revolving credit card accounts (the ?Chase Accounts?). Pursuant to the Chase Pooling and Servicing Agreement and the Transfer and Servicing Agreement, the Bank has caused the Chase Credit Card Master Trust to issue to the Issuing Entity a collateral certificate (the ?Chase Collateral Certificate?). The Chase Collateral Certificate is an investor certificate under the Chase Pooling and Servicing Agreement that represents undivided interests in certain assets of the Chase Credit Card Master Trust. Upon execution of the Transfer and Servicing Agreement, the Bank shall transfer the Chase Receivables to the Issuing Entity.

The Notes designated in the applicable Terms Agreement will be sold in a public offering by the Issuing Entity through J.P. Morgan Securities Inc., as the representative of the underwriters listed on Schedule I to the applicable Terms Agreement (any underwriter through which Notes are sold shall be referred to herein as an ?Underwriter? or, collectively, all such Underwriters may be referred to as the ?Underwriters;? each representative thereof may be referred to herein together as ?Representative,? which, if the context herein does require, shall include J.P. Morgan Securities Inc. in its capacity as Underwriter of any Notes or as Representative). Notes sold to the Underwriters for which J.P. Morgan Securities Inc. is the Representative shall be sold pursuant to a Terms Agreement by and between the Bank, the Trust and the Representative, a form of which is attached hereto as Exhibit A (a ?Terms Agreement?), which incorporates by reference this Underwriting Agreement (the ?Agreement,? which may include the applicable Terms Agreement if the context so requires). Any Notes sold pursuant to any Terms Agreement may include the benefits of a reserve account, letter of credit, surety bond, cash collateral account, cash collateral guaranty, collateral interest, interest rate swap, spread account or other contract or agreement for the benefit of the Noteholders of such Series (?Credit Enhancement?). The term ?applicable Terms Agreement? means the Terms Agreement dated the date hereof. To the extent not defined herein, capitalized terms used herein have the meanings assigned to such terms in the Indenture, the FUSA Pooling and Servicing Agreement or the Chase Pooling and Servicing Agreement. Unless otherwise stated herein or in the applicable Terms Agreement, as the context otherwise requires or if such term is otherwise defined in the Indenture, the FUSA Pooling and Servicing Agreement or the Chase Pooling and Servicing Agreement, each capitalized term used or defined herein or in the applicable Terms Agreement shall relate only to the Notes designated in the applicable Terms Agreement and no other Series, Class or Tranche of Notes issued by the Issuing Entity.

1. Registration Statement. The Bank has prepared and filed with the Securities and Exchange Commission (the ?Commission?) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the ?Act?), a shelf registration statement on Form S-3 (having the registration number stated in the applicable Terms Agreement), including a form of prospectus, relating to the Notes, the FUSA Collateral Certificate and the Chase Collateral Certificate. The registration statement as amended has been declared effective by the Commission. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, the most recent

 

3


such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Agreement as the ?Registration Statement.? The Bank also has filed with, or proposes to file with, the Commission pursuant to Rule 424(b) (?Rule 424(b)?) under the Act a prospectus supplement specifically relating to the Notes designated in the applicable Terms Agreement (the ?Prospectus Supplement?). The related prospectus covering the Notes designated in the applicable Terms Agreement in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Act is hereinafter referred to as the ?Basic Prospectus?, and the Basic Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Act is hereinafter referred to as the ?Prospectus.? Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Notes designated by the applicable Terms Agreement (the ?Preliminary Prospectus?) or the Prospectus shall be deemed to refer to and include any exhibits thereto and the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be, and any reference to ?amend,? ?amendment? or ?supplement? with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed as of the Closing Date (as defined below) under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the ?Exchange Act?) that are deemed to be incorporated by reference therein.

At or prior to the time when sales to investors (including, without limitation, contracts of sale) of the Notes designated by the applicable Terms Agreement were first made (the ?Time of Sale?), the Bank had prepared the information (including any ?free-writing prospectus,? as defined pursuant to Rule 405 under the Act (a ?Free Writing Prospectus?)) listed on Annex I to the applicable Terms Agreement (collectively, the ?Time of Sale Information?).

 

2. Purchase of the Notes Offered by the Applicable Terms Agreement by the Underwriters.

(a) Upon the execution of the applicable Terms Agreement, the Bank agrees with the Underwriters as follows:

(i) Subject to the terms and conditions herein set forth and in the applicable Terms Agreement, the Bank agrees to cause the Issuing Entity to sell and deliver the Notes to the several Underwriters as hereinafter provided, and each Underwriter, upon the basis of the representations, warranties and agreements herein contained, but subject to the conditions hereinafter stated, agrees to purchase, severally and not jointly, from the Issuing Entity the respective principal amount of the Notes set forth

 

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opposite such Underwriter?s name in the applicable Terms Agreement. The Notes are to be purchased by the Underwriters at the purchase price(s) set forth in such Terms Agreement. The Issuing Entity will not be obligated to deliver any Notes except upon payment for all of the Notes to be purchased as provided in the applicable Terms Agreement.

(ii) The Bank understands that the Underwriters intend (x) to make a public offering of their respective portions of the Notes as soon after the Registration Statement and this Agreement and the applicable Terms Agreement have become effective as in the judgment of the Representative is advisable and (y) initially to offer the Notes upon the terms set forth in the Prospectus. The Bank acknowledges and agrees that the Underwriters may offer and sell the Notes to or through any affiliate of an Underwriter and that any such affiliate may offer and sell any Notes purchased by it to or through any Underwriter.

(iii) Unless otherwise provided in the applicable Terms Agreement, payment for the Notes shall be made to the Bank or to its order by wire transfer of same day funds at 10:00 A.M., New York City time, on the Closing Date (as hereinafter defined), or at such other time on the same or such other date, not later than the fifth Business Day thereafter, as the Representative and the Bank may agree upon in writing. The time and date of such payment for the Notes are referred to herein as the ?Closing Date.? As used herein, the term ?Business Day? means any day other than a day on which banks are permitted or required to be closed in New York City.

(iv) Unless otherwise provided in the applicable Terms Agreement, payment for the Notes shall be made against delivery to the Representative for the respective accounts of the several Underwriters of the Notes registered in the name of Cede & Co. as nominee of The Depository Trust Company and in such denominations as the Representative shall request in writing not later than two full Business Days prior to the Closing Date, with any transfer taxes payable in connection with the transfer to the Underwriters of the Notes duly paid by the Bank. The Notes will be made available for inspection and packaging by the Representative at the office of Skadden, Arps, Slate, Meagher & Flom LLP not later than 1:00 P.M., New York City time, on the Business Day prior to the Closing Date.

 

3. Representations and Warranties of the Bank. Upon the execution of the applicable Terms Agreement, the Bank represents and warrants to each Underwriter that:

(a) Registration Statement and Prospectus. The Registration Statement has been declared effective by the Commission under the Act; no stop order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose has been instituted or, to the


 

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