CHASE CREDIT CARD MASTER TRUST
MATERIAL CONTRACTS
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<TYPE>EX-10.1
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<FILENAME>b318376_10-1.txt
<DESCRIPTION>MATERIAL CONTRACTS
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                  ASSIGNMENT No. 21 OF RECEIVABLES IN ADDITIONAL ACCOUNTS, (this
"Assignment") dated as of May 1, 2002, by and between CHASE MANHATTAN BANK USA,
NATIONAL ASSOCIATION, a national banking corporation organized and existing
under the laws of the United States of America ("Chase USA"), and THE BANK OF
NEW YORK, a banking corporation organized and existing under the laws of the
State of New York (the "Trustee") pursuant to the Pooling and Servicing
Agreement referred to below.

                              W I T N E S S E T H:
                               -------------------

                  WHEREAS, 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 Trustee are parties to the Third Amended
and Restated Pooling and Servicing Agreement, dated as of November 15, 1999, as
amended by the First Amendment thereto dated as of March 31, 2001 and the Second
Amendment thereto dated as of March 1, 2002 (hereinafter as such agreement may
have been, or may from time to time be, amended, supplemented or otherwise
modified, the "Pooling and Servicing Agreement");

                  WHEREAS, pursuant to the Pooling and Servicing Agreement,
Chase USA wishes to designate Additional Accounts of Chase USA to be included as
Accounts and to convey the Receivables of such Additional Accounts, whether now
existing or hereafter created, to the Trust as part of the corpus of the Trust
(as each such term is defined in the Pooling and Servicing Agreement); and

                  WHEREAS, the Trustee is willing to accept such designation and
conveyance subject to the terms and conditions hereof;

                  NOW, THEREFORE, Chase USA and the Trustee hereby agree as
follows:

                                    1. Defined Terms. All terms defined in the
                  Pooling and Servicing Agreement and used herein shall have
                  such defined meanings when used herein, unless otherwise
                  defined herein.



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                                    "Addition Date" shall mean, with respect to
                  the Additional Accounts designated hereby, May 1, 2002.

                                    "Notice Date" shall mean, with respect to
                  the Additional Accounts designated hereby, April 15, 2002.

                                    2. Designation of Additional Accounts. Chase
                  USA shall deliver to the Trustee not later than five Business
                  Days after the Addition Date, a computer file or microfiche
                  list containing a true and complete list of each MasterCard
                  and VISA account which as of the Addition Date shall be deemed
                  to be an Additional Account, such accounts being identified by
                  account number and by the amount of Receivables in such
                  accounts as of the close of business on the Addition Date.
                  Such list shall be delivered five Business Days after the date
                  of this Assignment and shall be marked as Schedule 1 to this
                  Assignment and, as of the Addition Date, shall be incorporated
                  into and made a part of this Assignment.

                           3.       Conveyance of Receivables.
                                    -------------------------

                                    A) Chase USA does hereby transfer, assign,
                  set-over and otherwise convey to the Trustee on behalf of the
                  Trust for the benefit of the Certificateholders, without
                  recourse on and after the Addition Date, all right, title and
                  interest of Chase USA in and to the Receivables now existing
                  and hereafter created in the Additional Accounts designated
                  hereby, all monies due or to become due with respect thereto
                  (including all Finance Charge Receivables) and all proceeds of
                  such Receivables, Recoveries, Interchange, Insurance Proceeds
                  relating to such Receivables and the proceeds of any of the
                  foregoing.


                                    B) In connection with such transfer, Chase
                  USA agrees to record and file, at its own expense, a financing
                  statement with respect to the Receivables now existing and
                  hereafter created in the Additional Accounts designated hereby
                  (which may be a single financing statement with respect to all
                  such Receivables) for the transfer of accounts as defined in
                  Section 9-102 of the UCC as in effect in the State of New York
                  meeting the requirements of applicable state law in such
                  manner and such jurisdictions as are necessary to perfect the
                  assignment of such Receivables to the Trustee on behalf of the
                  Trust for the benefit of the Certificateholders (the "Secured
                  Party"), and to deliver a file-stamped copy of such financing
                  statement or other evidence of such filing (which may, for
                  purposes of this Section 3, consist of telephone confirmation
                  of such filing) to the Trustee on or prior to the date of this
                  Assignment.


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                                    C) It is the intention of the parties hereto
                  that all transfers of Receivables to the Trust pursuant to
                  this Assignment be subject to, and be treated in accordance
                  with, the Delaware Act and each of the parties hereto agrees
                  that this Assignment has been entered into by the parties
                  hereto in express reliance upon the Delaware Act. For 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 Assignment shall be deemed to no
                  longer be the property, assets or rights of Chase USA. The
                  parties hereto acknowledge and agree that each such transfer
                  is occurring in connection with a " securitization
                  transaction" within the meaning of the Delaware Act.

                                    D) In connection with such transfer, Chase
                  USA further agrees, at its own expense, on or prior to the
                  date of this Assignment to indicate in its computer files that
                  Receivables created in connection with the Additional Accounts
                  designated hereby have been transferred to the Trust pursuant
                  to this Assignment for the benefit of the Certificateholders.

                                    E) Chase USA hereby grants to the Secured
                  Party a security interest in all of Chase USA's right, title
                  and interest in, to and under the Receivables now existing and
                  hereafter created in the Additional Accounts designated
                  hereby, all monies due or to become due with respect to such
                  Receivables, Insurance Proceeds relating to such Receivables,
                  Recoveries, Interchange and the proceeds to any of the
                  foregoing to secure a loan in an amount equal to the unpaid
                  principal amount of the Investor Certificates issued or to be
                  issued pursuant to the Pooling and Servicing Agreement and the
                  interests accrued at the related Certificate Rates, and this
                  Assignment shall constitute a security agreement under
                  applicable law. Chase USA shall execute continuation
                  statements and provide other further assurances to maintain
                  the perfection and priority of such security interest of the
                  Secured Party.


                                    4. Acceptance by Trustee. The Trustee hereby
                  acknowledges its acceptance on behalf of the Trust for the
                  benefit of the Certificateholders of all right, title and
                  interest previously held by Chase USA in and to the
                  Receivables now existing and hereafter created, and declares
                  that it shall maintain such right, title and interest, upon
                  the Trust herein set forth, for the benefit of all
                  Certificateholders.


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                                    5. Representations and Warranties of Chase
                  USA. Chase USA hereby represents and warrants to the Secured
                  Party as of the Addition Date:

                                    A) Legal, Valid and Binding Obligation. This
                        Assignment constitutes a legal, valid and binding
                        obligation of Chase USA enforceable against Chase USA in
                        accordance with its terms, except as such enforceability
                        may be limited by applicable bankruptcy, insolvency,
                        reorganization, moratorium or other similar laws now or
                        hereafter in effect affecting the enforcement of
                        creditors' rights in general and the rights of creditors
                        of banking associations and except as such
                        enforceability may be limited by general principles of
                        equity (whether considered in a suit at law or in
                        equity).

                                    B) Eligibility of Accounts and Receivables.
                        Each Additional Account designated hereby is an Eligible
                        Account and each Receivable in such Additional Account
                        is an Eligible Receivable.

                                    C) Selection Procedures. No selection
                        procedures believed by Chase USA to be materially
                        adverse to the interests of the Investor
                        Certificateholders were utilized in selecting the
                        Additional Accounts designated hereby from the available
                        Eligible Accounts in the Bank Portfolio.

                                    D) Insolvency. Chase USA is not insolvent
                        and, after giving effect to the conveyance set forth in
                        Section 3 of this Assignment, will not be insolvent.


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                                    E) Transfer. This Assignment constitutes
                        either: (i) a valid transfer and assignment to the Trust
                        of all right, title and interest of Chase USA in and to
                        Receivables now existing and hereafter created in the
                        Additional Accounts designated hereby, and all proceeds
                        (as defined in the UCC) of such Receivables and
                        Insurance Proceeds relating thereto, and such
                        Receivables and any proceeds thereof and Insurance
                        Proceeds relating thereto will be held by the Secured
                        Party free and clear of any Lien of any Person claiming
                        through or under Chase USA or any of its Affiliates
                        except for (x) Liens permitted under subsection 2.5(b)
                        of the Pooling and Servicing Agreement, (y) the interest
                        of the holder of the Transferor Certificate and (z)
                        Chase USA's right to receive interest accruing on, and
                        investment earnings in respect of, the Finance Charge
                        Account and the Principal Account as provided in the
                        Pooling and Servicing Agreement; or (ii) a valid and
                        continuing security interest (as defined in the UCC) in
                        the Receivables now existing or hereafter created in the
                        Additional Accounts in favor of the Secured Party, the
                        proceeds (as defined in the UCC) thereof and Insurance
                        Proceeds relating thereto, upon the conveyance of such
                        Receivables to the Trust, which security interest is
                        prior to all other Liens, and is enforceable against
                        creditors of and purchasers from Chase USA, and which
                        will be enforceable with respect to the Receivables
                        thereafter created in respect of Additional Accounts
                        designated hereby, the proceeds (as defined in the UCC)
                        thereof and Insurance Proceeds relating thereto, upon
                        such creation; and (iii) if this Assignment constitutes
                        the grant of a security interest to the Secured Party in
                        such property, upon the filing of a financing statement
                        described in Section 3 of this Assignment with respect
                        to the Additional Accounts designated hereby and in the
                        case of the Receivables of such Additional Accounts
                        thereafter created and the proceeds (as defined in the
                        UCC) thereof, and Insurance Proceeds relating to such
                        Receivables, upon such creation, the Secured Party shall
                        have a first priority perfected security interest in
                        such property (subject to Section 9-315 the UCC as in
                        effect in the State of Delaware), except for Liens
                        permitted under subsection 2.5(b) of the Pooling and
                        Servicing Agreement. Chase USA has caused or will have
                        caused, within ten days, the filing of all appropriate
                        financing statements in the proper filing office in the
                        appropriate jurisdictions under applicable law in order
                        to perfect the security interest in the Receivables
                        granted to the Secured Party hereunder. The Receivables
                        constitute "accounts" within the meaning of the
                        applicable UCC.

                                    F) Other Liens. Other than the security
                        interest granted to the Secured Party pursuant to this
                        Assignment, Chase USA has not pledged, assigned, sold,
                        granted a security interest in, or otherwise conveyed
                        any of the Receivables. Chase USA has not authorized the
                        filing of and is not aware of any financing statements
                        against Chase USA that include a description of
                        collateral covering the Receivables other than any
                        financing statement (i) relating to the security
                        interest granted to the Secured Party hereunder, (ii)
                        that has been terminated, or (iii) that names The Bank
                        of New York as secured party. Chase USA is not aware of
                        any judgment or tax lien filings against Chase USA.
                        Chase USA owns and has good and marketable title to the
                        Receivables free and clear of any Lien, claim or
                        encumbrance of any Person.


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                                    G) Breach of Representations and Warranties.
                        The provision set forth in Section 2.4(d) of the Pooling
                        and Servicing Agreement shall be applicable to any
                        breach of the representations and warranties of this
                        Section 5 with respect to any Receivable.

                                    6. Conditions Precedent. The acceptance by
                  the Trustee set forth in Section 4 and the amendment of the
                  Pooling and Servicing Agreement set forth in Section 7 are
                  subject to the satisfaction, on or prior to the Addition Date,
                  of the following conditions precedent:

                                    A) Officer's Certificate. Chase USA shall
                        have delivered to the Trustee a certificate of a Vice
                        President or more senior officer substantially in the
                        form of Schedule 2 hereto, certifying that (i) all
                        requirements set forth in Section 2.6 of the Pooling and
                        Servicing Agreement for designating Additional Accounts
                        and conveying the Principal Receivables of such Account,
                        whether now existing or hereafter created, have been
                        satisfied and (ii) each of the representations and
                        warranties made by Chase USA in Section 5 is true and
                        correct as of the Addition Date. The Trustee may
                        conclusively rely on such Officer's Certificate, shall
                        have no duty to make inquiries with regard to the
                        matters set forth therein, and shall incur no liability
                        in so relying.

                                    B) Opinion of Counsel. Chase USA shall have
                        delivered to the Trustee an Opinion of Counsel with
                        respect to the Additional Accounts designated hereby
                        substantially in the form of Exhibit E to the Pooling
                        and Servicing Agreement.


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                                    7. Amendment of the Pooling and Servicing
                  Agreement. The Pooling and Servicing Agreement is hereby
                  amended to provide that all references therein to the "Pooling
                  and Servicing Agreement," to "this Agreement" and "herein"
                  shall be deemed from and after the Addition Date to be a dual
                  reference to the Pooling and Servicing Agreement as
                  supplemented by this Assignment and by Assignment No. 1 of
                  Receivables in Additional Accounts, dated as of July 1, 1996,
                  Assignment No. 2 of Receivables in Additional Accounts, dated
                  as of September 1, 1996, Assignment No.3 of Receivables in
                  Additional Accounts, dated as of December 1, 1997, Assignment
                  No. 4 of Receivables in Additional Accounts, dated as of
                  February 1, 1998, Assignment No. 5 of Receivables in
                  Additional Accounts, dated as of April 1, 1998, Assignment No.
                  6 of Receivables in Additional Accounts, dated as of August 1,
                  1998, Assignment No. 7 of Receivables in Additional Accounts,
                  dated as of November 1, 1998, Assignment No. 8 of Receivables
                  in Additional Accounts, dated as of February 1, 1999,
                  Assignment No. 9 of Receivables in Additional Accounts, dated
                  as of April 1, 1999, Assignment No. 10 of Receivables in
                  Additional Accounts, dated as of July 1, 1999, Assignment No.
                  11 of Receivables in Additional Accounts, dated as of October
                  1, 1999, Assignment No. 12 of Receivables in Additional
                  Accounts, dated as of February 1, 2000, Assignment No. 13 of
                  Receivables in Additional Accounts, dated as of April 1, 2000,
                  Assignment No. 14 of Receivables in Additional Accounts, dated
                  as of May 1, 2000, Assignment No. 15 of Receivables in
                  Additional Accounts, dated as of August 1, 2000, Assignment
                  No. 16 of Receivables in Additional Accounts, dated as of July
                  1, 2001, Assignment No. 17 dated as of September 1, 2001,
                  Assignment No. 18 of Receivables in Additional Accounts, dated
                  as of November 1, 2001, Assignment No. 19 of Receivables in
                  Additional Accounts, dated as of March 6, 2002, Assignment No.
                  20 of Receivables in Additional Accounts, dated as of April 1,
                  2002, Reassignment No. 1 of Receivables in Removed Accounts,
                  dated as of September 30, 1997 and Reassignment No. 2 of
                  Receivables in Removed Accounts, dated as of December 1, 1997.
                  Except as expressly amended hereby, all of the
                  representations, warranties, terms, covenants and conditions
                  to the Pooling and Servicing Agreement shall remain unamended
                  and shall continue to be, and shall remain, in full force and
                  effect in accordance with its terms and except as expressly
                  provided herein shall not constitute or be deemed to
                  constitute a waiver of compliance with or a consent to
                  noncompliance with any term or provisions of the Pooling and
                  Servicing Agreement.

                                    8. Survival. The representations, warranties
                  and covenants of the parties hereto shall survive the
                  assignment of the Receivables pursuant to this Assignment and
                  the termination of this Assignment, and shall inure to the
                  benefit of the Trust. Notwithstanding to the contrary in this
                  Assignment, the representations and warranties of the Chase
                  USA herein shall not survive after the tenth (10th)
                  anniversary of the Addition Date.


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                                    9. Waivers and Amendments. This Assignment
                  may be amended, superseded, canceled, renewed or extended and
                  the terms hereof may be waived, only by a written instrument
                  signed by authorized representatives of the parties or, in the
                  case of a waiver, by an authorized representative of the party
                  waiving compliance and, in all cases, subject to confirmation
                  by each Rating Agency then rating any Investor Certificates.
                  No such written instrument shall be effective unless it
                  expressly recites that it is intended to amend, supersede,
                  cancel, renew or extend this Assignment or to waive compliance
                  with one or more of the terms hereof, as the case may be. No
                  delay on the part of any party in exercising any right, power
                  or privilege hereunder shall operate as a waiver thereof, nor
                  shall any waiver on the part of any party of any such right,
                  power or privilege, or any single or partial exercise of any
                  such right, power or privilege, preclude any further exercise
                  thereof or the exercise of any other such right, power or
                  privilege.

                                    10. Counterparts. This Assignment may be
                  executed in two or more counterparts (and by different parties
                  on separate counterparts), each of which shall be an original,
                  but all of which together shall constitute one and the same
                  instrument.

                                    11. GOVERNING LAW. THIS ASSIGNMENT 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.

                                    12. Tax Treatment. Nothing in this
                  Assignment shall be deemed to require any securitization
                  transaction involving the Receivables to be treated as a sale
                  for federal or state income tax purposes or to preclude
                  treatment of any such securitization transaction as debt for
                  federal or state income tax purposes.


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                  IN WITNESS WHEREOF, the undersigned have caused this
Assignment of Receivables in Additional Accounts to be duly executed and
delivered by their respective duly authorized officers on the day and year first
above written.

                                                  CHASE MANHATTAN BANK USA,
                                                  NATIONAL ASSOCIATION


                                                  By: /s/ Patricia Garvey
                                                      ----------------------
                                                     Name: Patricia Garvey
                                                     Title: Vice President


                                                  THE BANK OF NEW YORK,
                                                    as Trustee


                                                  By: /s/ Dan Rothman
                                                      ----------------------
                                                     Name: Dan Rothman
                                                     Title: Assistant Treasurer


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                                                                 Schedule 1
                                                              to Assignment of
                                                               Receivables in
                                                             Additional Accounts


                               ADDITIONAL ACCOUNTS
                               -------------------



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