CHASE CREDIT CARD MASTER TRUST
ASSIGNMENT NO. 20 OF RECEIVABLES
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>b317765_ex10-1.txt
<DESCRIPTION>ASSIGNMENT NO. 20 OF RECEIVABLES
<TEXT>
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                  ASSIGNMENT No. 20 OF RECEIVABLES IN ADDITIONAL ACCOUNTS, (this
"Assignment") dated as of April 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.

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


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                            "Notice Date" shall mean, with respect to the
         Additional Accounts designated hereby, March 14, 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.

                                       3

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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.

                           E. Security Interest. 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 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

                                       4

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                  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.

                                       5

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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.

                           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

                                       6

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         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,
         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.

                           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.


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                           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 AGREEMENT 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.


                                       8

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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/ Daniel Rothman
                                              ----------------------
                                             Name: Daniel Rothman
                                             Title:



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                                                             Schedule 1
                                                             to Assignment of
                                                             Receivables in
                                                             Additional Accounts




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




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