Exhibit 4.11

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                CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION,

                        as Depositor and Administrator


                                      and


                     CHASE CREDIT CARD OWNER TRUST 2004-2

                                   as Issuer








                                    DEPOSIT

                                      AND

                           ADMINISTRATION AGREEMENT

                           Dated as of June 1, 2004

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<PAGE>


                               TABLE OF CONTENTS

                                   ARTICLE I

                                  DEFINITIONS

SECTION 1.1 Definitions.......................................................1
SECTION 1.2 Usage of Terms....................................................1

                                  ARTICLE II

SECTION 2.1 Deposit of Certificate and Initial Deposit........................1
SECTION 2.2 Closing...........................................................2
SECTION 2.3 Books and Records.................................................2
SECTION 2.4 Holder of the Series Certificate..................................3

                                  ARTICLE III

                   DEPOSITOR REPRESENTATIONS AND WARRANTIES

SECTION 3.1. Representations and Warranties of Depositor......................3

                                  ARTICLE IV

                                ADMINISTRATION

SECTION 4.1 Duties as Administrator...........................................5
SECTION 4.2 Records..........................................................12
SECTION 4.3 [Reserved].......................................................12
SECTION 4.5 Independence of Administrator....................................12
SECTION 4.6 No Joint Ventures................................................12
SECTION 4.7 Other Activites of Adminstrator..................................12
SECTION 4.8 Net Deposits.....................................................12

                                   ARTICLE V

                                  TERMINATION

SECTION 5.1 Term of Agreement; Resignation and Removal of Adminstrator.......13
SECTION 5.2 Action upon Termination, Resignation or Removal..................14
SECTION 5.3 Acquisition of Owner Trust Estate................................15


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                                  ARTICLE VI

                                 MISCELLANEOUS

SECTION 6.1 Notices..........................................................15
SECTION 6.2 Amendments.......................................................16
SECTION 6.3 Protection of Title to Owner Trust...............................16
SECTION 6.4 Successor and Assigns............................................17
SECTION 6.5 GOVERNING LAW....................................................17
SECTION 6.6 Headings.........................................................18
SECTION 6.7 Counterparts.....................................................18
SECTION 6.8 Severablity......................................................18
SECTION 6.9 Not Applicable to Chase Manhattan Bank USA, National
            Association in Other Capacities..................................18
SECTION 6.10 Limitation of Liability of Owner Trustee, Indenture Trustee
             and Administrator...............................................18
SECTION 6.11 Third-Party Beneficiary.........................................19
SECTION 6.12 Nonpetition Covenants...........................................19
SECTION 6.13 Liability of Administrator......................................19

Exhibit A    Power of Attorney


                                      ii

<PAGE>


                  This DEPOSIT AND ADMINISTRATION AGREEMENT, dated as of
June 1, 2004 (as amended, supplemented or otherwise modified and in effect
from time to time, this "Agreement"), is made between CHASE MANHATTAN BANK
USA, NATIONAL ASSOCIATION, a national banking association having its principal
executive offices located at White Clay Center Building 200, Route 273,
Newark, Delaware 19711 ("Chase USA," the "Transferor" or the "Depositor" in
its respective capacities as such), and Chase Credit Card Owner Trust 2004-2,
a Delaware statutory trust, as issuer (the "Issuer").

                             W I T N E S S E T H :

                  In consideration of the premises and of the mutual
agreements herein contained, the parties hereto agree as follows:


                                   ARTICLE I

                                  DEFINITIONS

                  SECTION 1.1 Definitions. Whenever used in this Agreement,
words and phrases, unless defined herein or the context otherwise requires,
shall have the meanings set forth in the Indenture.

                  SECTION 1.2 Usage of Terms. With respect to all terms in
this Agreement, the singular includes the plural and the plural the singular;
words importing any gender include the other gender; references to "writing"
include printing, typing, lithography, and other means of reproducing words in
a visible form; references to agreements and other contractual instruments
include all subsequent amendments thereto or changes therein entered into in
accordance with their respective terms and not prohibited by this Agreement;
references to Persons include their permitted successors and assigns; and the
term "including" means "including without limitation." All references herein
to Articles, Sections, Subsections and Exhibits are references to Articles,
Sections, Subsections and Exhibits contained in or attached to this Agreement
unless otherwise specified, and each such Exhibit is part of the terms of this
Agreement.


                                  ARTICLE II

                            DEPOSIT OF CERTIFICATE

                  SECTION 2.1 Deposit of Certificate and Initial Deposit. (a)
In consideration of the Issuer's delivery of the Notes to and upon the order
of the Depositor, the Depositor does hereby transfer, assign, set-over, pledge
and otherwise convey to the Issuer, without recourse (subject to the
Depositor's obligations herein), all right, title, and interest of the
Depositor in, to and under (i) the Series Certificate, and all money,
instruments, investment property and other property (together with all
earnings, dividends, distributions, income, issues, and profits relating
thereto), distributed or distributable in respect of the Series Certificate
pursuant to the terms of the Series Supplement and the Pooling and Servicing
Agreement after the Closing Date and (ii)


<PAGE>

the initial deposit to the Owner Trust Spread Account in the amount of
$15,000,000 on the Closing Date.

                  This Agreement also shall be deemed to be, and hereby is, a
security agreement within the meaning of the UCC, and the conveyance by the
Depositor provided for in this Agreement shall be deemed to be and hereby is a
grant by the Depositor to the Issuer of a security interest in and to all of
the Depositor's right, title and interest, whether now owned or hereafter
acquired, in, to and under all accounts, general intangibles, chattel paper,
instruments, documents, money, deposit accounts, arising from, or relating to
the Series Certificate and the proceeds thereof, to secure the rights of the
Issuer under this Agreement and the obligations of the Depositor hereunder.
The Depositor and the Issuer shall, to the extent consistent with this
Agreement, take such actions as may be necessary to ensure that the security
interest in the Series Certificate created hereunder will be a perfected
security interest of first priority under applicable law and will be
maintained as such throughout the term of this Agreement.


                  It is the intention of the Depositor and the Issuer that (a)
the assignment and transfer herein contemplated constitute a sale of the
Series Certificate, conveying good title thereto free and clear of any liens
and encumbrances, from the Depositor to the Issuer and (b) the Series
Certificate not be part of the Depositor's estate in the event of an
insolvency of the Depositor. In the event that such conveyance is deemed to be
a pledge to secure a loan, the Depositor hereby grants to the Issuer a first
priority perfected security interest in all of the Depositor's right, title
and interest in, to and under the Series Certificate, and in all proceeds of
the foregoing, to secure the loan deemed to be made in connection with such
pledge and, in such event, this Agreement shall constitute a security
agreement under applicable law.

                  It is the intention of the parties hereto that the transfer
of Series Certificates to the Trust pursuant to this Agreement be subject to,
and be treated in accordance with, the "Asset Backed Securities Facilitation
Act," Title 6, Chapter 27A of the Delaware Code (the "Delaware Act") and each
of the parties hereto agrees that this Agreement 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 Agreement
shall be deemed to no longer be the property, assets or rights of Chase USA.


                  SECTION 2.2 Closing. The sale of the Series Certificate
shall take place on the Closing Date, simultaneously with the closing of the
other transactions contemplated by the Basic Documents. The Series Certificate
shall then be delivered to the Owner Trustee in Delaware and upon receipt
thereof shall then be delivered by the Owner Trustee to the Indenture Trustee.

                  SECTION 2.3 Books and Records.

                           (a)      In connection with the transfer,
         assignment, set-over, pledge and conveyance set forth in Section 2.1,
         the Depositor agrees to record and file, at its own expense, any
         financing statements (and continuation statements with respect to
         such



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<PAGE>

         financing statements when applicable) required to be filed with
         respect to the Series Certificate assigned by the Depositor
         hereunder, meeting the requirements of applicable state law in such
         manner and in such jurisdictions as are necessary under applicable
         law to perfect the transfer, assignment, set-over, pledge and
         conveyance of the Series Certificate to the Issuer, and to deliver a
         file-stamped copy of such financing statements or other evidence of
         such filings to the Issuer on or prior to the Closing Date (excluding
         such continuation and similar statements, which shall be delivered
         promptly after filing).

                           (b)      In connection with the transfer,
         assignment, set-over, pledge and conveyance hereunder, the Depositor
         further agrees, at its own expense, on or prior to the Closing Date
         to cause the Master Trust Trustee to register the Issuer as the
         registered owner of the Series Certificate.

                  SECTION 2.4 Holder of the Series Certificate. For so long as
the Series Certificate is pledged to the Indenture Trustee under the
Indenture, the Indenture Trustee initially shall be deemed to be the holder of
the Series Certificate for all purposes under the Pooling and Servicing
Agreement and the Series Supplement. To the extent the Series Certificate is
sold or otherwise transferred, subject to the provisions of Section 5.4 of the
Indenture and Section 16 of the Series Supplement, to a third-party in
connection with the sale or liquidation of the Owner Trust Estate pursuant to
the provisions of the Indenture, such transferee shall be deemed to be the
holder of the Series Certificate for all purposes under the Pooling and
Servicing Agreement and the Series Supplement.


                                  ARTICLE II

                   DEPOSITOR REPRESENTATIONS AND WARRANTIES

                  SECTION 3.1 Representations and Warranties of Depositor. The
Depositor makes the following representations and warranties with respect to
the Series Certificate on which the Issuer is deemed to have relied in
acquiring the Series Certificate. Such representations and warranties speak as
of the execution and delivery of this Agreement, but shall survive the
transfer and assignment of the Series Certificate to the Issuer and the pledge
thereof to the Indenture Trustee pursuant to the Indenture.

                           (a)      Title. It is the intention of the Depositor
         (i) that the transfer contemplated in subsection 2.1(a) herein
         constitute either (A) a sale of the Series Certificate, or (B) a
         grant of a valid and continuing security interest therein from the
         Depositor to the Issuer which security interest is prior to all other
         Liens and is enforceable against creditors and purchasers from the
         Depositor and (ii) to the extent that the Depositor retains any
         interest in the Series Certificate after the transfer contemplated by
         subsection 2.1(a) herein, that the grant contemplated in subsection
         2.1(b) herein constitute a grant of a perfected security interest
         therein from the Depositor to the Indenture Trustee for the benefit
         of the Holders of the Notes and that the beneficial interest in the
         title to the Series Certificate not be part of the debtor's estate in
         the event of the filing of a bankruptcy petition by or against the
         Depositor under any bankruptcy law. Other than pursuant to this
         Agreement, the Series Certificate has not been sold, transferred,
         assigned



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<PAGE>

         or pledged by the Depositor to any Person. Immediately prior to the
         transfer and assignment herein contemplated, the Depositor owned and
         had good and marketable title to the Series Certificate, free and
         clear of all Liens, claims, rights or encumbrances of others and,
         immediately upon the transfer thereof, the Issuer shall have good and
         marketable title to the Series Certificate, free and clear of all
         liens, claims, rights or encumbrances of others or a first priority
         perfected security interest therein. The Depositor has not authorized
         the filing of and is not aware of any financing statements against
         the Depositor that include a description of collateral covering the
         Series Certificate other than any financing statement relating to the
         security interest granted to the Issuer hereunder or the security
         interest granted by the Issuer to the Indenture Trustee. The
         Depositor has no actual knowledge of any current statutory or other
         non-consensual liens, including any judgment or tax lien filings
         against the Debtor, to which the Series Certificate is subject.

                           (b)      Certificated Security. The Series
         Certificate constitutes a "certificated security" within the meaning
         of the applicable UCC.

                           (c)      Delivery of Series Certificate. The sole
         original executed copy of the Series Certificate has been delivered
         to the Issuer and has been registered in the name of the Issuer. The
         Series Certificate has no marks or notations indicating that it has
         been pledged, assigned or otherwise conveyed to any Person other than
         the Issuer, provided that the Series Certificate with an undated bond
         power covering the Series Certificate, duly executed by the Issuer
         and endorsed in blank, shall be delivered to the Indenture Trustee,
         and the Indenture Trustee shall maintain possession of the Series
         Certificate for the benefit of the Holders of the Notes, subject to
         the terms of the Indenture.

                           (d)      No Consents Required.  All approvals,
         authorizations, consents, orders or other actions of any Person or of
         any Governmental Authority required in connection with the execution
         and delivery by the Depositor of this Agreement or any other Basic
         Document, the performance by the Depositor of the transactions
         contemplated by this Agreement or any other Basic Document and the
         fulfillment by the Depositor of the terms hereof and thereof have
         been obtained or have been completed and are in full force and effect
         (other than approvals, authorizations, consents, orders and other
         actions which if not obtained or completed or in full force or effect
         would not have a material adverse effect on the Depositor or the
         Issuer or upon the collectibility of the proceeds from the Series
         Certificate or upon the ability of the Depositor to perform its
         obligations under this Agreement).

                           (e)      Transfers Comply. Each of (i) the transfer
         of the Series Certificate by the Depositor to the Issuer pursuant to
         the terms of this Agreement, (ii) the pledge of the Series
         Certificate by the Depositor to the Indenture Trustee for the benefit
         of the Holders of the Notes pursuant to the terms of this Agreement,
         and (iii) the pledge of the Series Certificate by the Issuer to the
         Indenture Trustee pursuant to the terms of the Indenture, comply with
         the provisions of the Pooling and Servicing Agreement and the Series
         Supplement relating to the transfers of the Series Certificate.

                           (f)      All Actions Taken. All actions necessary
         under the applicable UCC in any jurisdiction to be taken (i) to give
         the Issuer a first priority perfected security



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<PAGE>

         interest or ownership interest in the Series Certificate, and (ii) to
         give the Indenture Trustee a first priority perfected security
         interest therein (including, without limitation, UCC filings with the
         Delaware Secretary of State), in each case subject to any statutory
         or other non-consensual liens with respect to the Series Certificate,
         have been taken. The Depositor has no actual knowledge of any current
         statutory or other non-consensual liens to which the Series
         Certificate is subject.


                                 ARTICLE III

                                ADMINISTRATION

                  SECTION 4.1 Duties as Administrator.

                           (a)      Duties with Respect to the Basic Documents.
         The Administrator agrees to perform all its duties as Administrator
         hereunder. The Administrator shall monitor the performance of the
         Issuer and shall advise the Issuer and the Owner Trustee when action
         is necessary to comply with the Issuer's duties under the Indenture
         or with the Owner Trustee's duties under the Trust Agreement. The
         Administrator shall prepare for execution by the Issuer or the Owner
         Trustee or shall cause the preparation by other appropriate persons
         of all such documents, reports, filings, instruments, certificates
         and opinions as it shall be the duty of the Issuer or the Owner
         Trustee to prepare, file or deliver pursuant to the Basic Documents
         or under applicable law (including tax and securities laws). In
         furtherance of the foregoing, the Administrator shall take all
         appropriate action that it is the duty of the Issuer or the Owner
         Trustee to take pursuant to this Agreement or the Indenture
         including, without limitation, such of the foregoing as are required
         with respect to the following matters under this Agreement and the
         Indenture (references are to sections of the Indenture):

                                    (i)      the preparation of or obtaining of
                  the documents and instruments required for authentication of
                  the Notes, if any, and delivery of the same to the Indenture
                  Trustee (Sections 2.2 and 2.3);

                                    (ii)     the duty to cause the Note
                  Register to be kept and to give the Indenture Trustee notice
                  of any appointment of a new Note Registrar and the location,
                  or change in location, of the Note Register and the office
                  or offices where Notes may be surrendered for registration
                  of transfer or exchange (Section 2.4);

                                    (iii)    the notification of Noteholders of
                  the final principal payment on their Notes (subsection
                  2.7(h));

                                    (iv)     the preparation, obtaining or
                  filing of the instruments, opinions and certificates and
                  other documents required for the release of collateral
                  (Section 2.9);



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<PAGE>

                                    (v)      the preparation of Definitive
                  Notes and arranging the delivery thereof (Section 2.12);

                                    (vi)     the duty to cause newly appointed
                  Paying Agents, if any, to deliver to the Indenture Trustee
                  the instrument specified in the Indenture regarding funds
                  held in trust (Section 2.14);

                                    (vii)    to select Reference Banks, if
                  necessary, or other banks from which quotes are obtained for
                  the purpose of determining LIBOR (Section 2.16);

                                    (viii)   the maintenance of an office or
                  agency in the City of New York for registration of transfer
                  or exchange of Notes (Section 3.2);

                                    (ix)     the direction to Paying Agents to
                  pay to the Indenture Trustee all sums held in trust by such
                  Paying Agents (Section 3.3);

                                    (x)      the obtaining and preservation of
                  the Issuer's qualification to do business in each
                  jurisdiction in which such qualification is or shall be
                  necessary to protect the validity and enforceability of the
                  Indenture, the Notes, the Collateral and each other
                  instrument and agreement included in the Owner Trust Estate
                  (Section 3.4);

                                    (xi)     the preparation of all
                  supplements, amendments, financing statements, continuation
                  statements, if any, instruments of further assurance and
                  other instruments, in accordance with Section 3.5 of the
                  Indenture, necessary to protect the Owner Trust Estate
                  (Section 3.5);

                                    (xii)    the obtaining of the Opinion of
                  Counsel on the Closing Date and the annual delivery of
                  Opinions of Counsel, in accordance with Section 3.6 of the
                  Indenture, as to the Owner Trust Estate, and the annual
                  delivery of the Officer's Certificate and certain other
                  statements, in accordance with Section 3.9 of the Indenture,
                  as to compliance with the Indenture (Sections 3.6 and 3.9);

                                    (xiii)   the identification to the
                  Indenture Trustee in an Officer's Certificate of a Person
                  with whom the Issuer has contracted to perform its duties
                  under the Indenture (subsection 3.7(b));

                                    (xiv)    the notification of the Indenture
                  Trustee and the Note Rating Agencies of a Master Trust
                  Servicer Default pursuant to the Pooling and Servicing
                  Agreement and, if such Master Trust Servicer Default arises
                  from the failure of the Servicer to perform any of its
                  duties under the Pooling and Servicing Agreement, the taking
                  of all reasonable steps available to remedy such failure
                  (subsection 3.7(d));



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<PAGE>

                                    (xv)     the preparation and obtaining of
                  documents and instruments required for the release of the
                  Issuer from its covenants and agreements under the Indenture
                  (subsection 3.11(b));

                                    (xvi)    the delivery of notice to the
                  Indenture Trustee of each Event of Default and each default
                  by the Depositor under this Agreement (Section 3.18);

                                    (xvii)   the taking of such further acts as
                  may be reasonably necessary or proper to carry out more
                  effectively the purpose of the Indenture or to compel or
                  secure the performance and observance by the Depositor of
                  its obligations under this Agreement (Sections 3.19 and
                  5.16);

                                    (xviii)  the monitoring of the Issuer's
                  obligations as to the satisfaction and discharge of the
                  Indenture and the preparation of an Officer's Certificate
                  and the obtaining of the Opinion of Counsel and the
                  Independent Certificate relating thereto (Section 4.1);

                                    (xix)    the compliance with any written
                  directive of the Indenture Trustee with respect to the sale
                  of the Owner Trust Estate if an Event of Default shall have
                  occurred and be continuing (Section 5.4);

                                    (xx)     providing the Indenture Trustee
                  with the information necessary to deliver to each Noteholder
                  such information as may be reasonably required to enable
                  such Holder to prepare its United States federal and state,
                  local income or franchise tax returns (Section 6.6);

                                    (xxi)    the preparation and delivery of
                  notice to Noteholders of the removal of the Indenture
                  Trustee and the appointment of a successor Indenture Trustee
                  (Section 6.8);

                                    (xxii)   the preparation of any written
                  instruments required to confirm more fully the authority of
                  any co-trustee or separate trustee and any written
                  instruments necessary in connection with the resignation or
                  removal of the Indenture Trustee or any co-trustee or
                  separate trustee (Sections 6.8 and 6.10);

                                    (xxiii)  the furnishing of the Indenture
                  Trustee with the names and addresses of Noteholders during
                  any period when the Indenture Trustee is not the Note
                  Registrar (Section 7.1);

                                    (xxiv)   the preparation and, after
                  execution by the Issuer, the filing with the Commission and
                  any applicable state agencies and the Indenture Trustee of
                  documents required to be filed on a periodic basis with, and
                  summaries thereof as may be required by rules and
                  regulations prescribed by, the Commission and any applicable
                  state agencies and the transmission of such summaries, as
                  necessary, to the Noteholders (Section 7.4);



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<PAGE>

                                    (xxv)    the obtaining of an Officer's
                  Certificate, Opinion of Counsel and Independent
                  Certificates, if necessary, for the release of the Owner
                  Trust Estate as defined in the Indenture (Sections 8.4 and
                  8.5);

                                    (xxvi)   the preparation of Issuer Orders
                  and Issuer Requests and the obtaining of Opinions of Counsel
                  with respect to the execution of supplemental indentures and
                  the mailing to the Noteholders of notices with respect to
                  such supplemental indentures (Sections 9.1 and 9.2);

                                    (xxvii)  the execution of new Notes
                  conforming to any supplemental indenture (Section 9.5);

                                    (xxviii) providing the Indenture Trustee
                  with the form of notice necessary to deliver the
                  notification of Noteholders of redemption of the Notes
                  (Section 10.2);

                                    (xxix)   the preparation of all Officer's
                  Certificates, Opinions of Counsel and Independent
                  Certificates with respect to any requests by the Issuer to
                  the Indenture Trustee to take any action under the Indenture
                  (Section 11.1(a));

                                    (xxx)    the preparation and delivery of
                  Officer's Certificates and the obtaining of Independent
                  Certificates, if necessary, for the release of property from
                  the lien of the Indenture (Section 11.1(b));

                                    (xxxi)   the preparation and delivery to
                  the Noteholders and the Indenture Trustee of any agreements
                  with respect to alternate payment and notice provisions
                  (Section 11.6); and

                                    (xxxii)  the recording of the Indenture, if
                  applicable (Section 11.15).

                           (b)      Additional Duties.

                                    (i)      In addition to the duties of the
                  Administrator set forth above, the Administrator shall keep
                  all books and records, perform such calculations and shall
                  prepare for execution by the Issuer or the Owner Trustee or
                  shall cause the preparation by other appropriate persons of
                  all such documents, reports, filings, instruments,
                  certificates and opinions as it shall be the duty of the
                  Issuer or the Owner Trustee to keep, perform, prepare, file
                  or deliver pursuant to any of the Basic Documents and at the
                  request of the Owner Trustee shall take all appropriate
                  action that it is the duty of the Issuer or the Owner
                  Trustee to take pursuant to the Basic Documents. Subject to
                  Section 5 of this Agreement, and in accordance with the
                  directions of the Owner Trustee, the Administrator shall
                  administer, perform or supervise the performance of such
                  other activities in connection with the Owner Trust Estate
                  (including the Basic Documents) as are not covered by any of
                  the foregoing provisions and as are expressly requested by
                  the Owner Trustee and are reasonably within the capability
                  of the Administrator.



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<PAGE>

                                    (ii)     Notwithstanding anything in this
                  Agreement or the other Basic Documents to the contrary, the
                  Administrator shall be responsible for promptly notifying
                  the Indenture Trustee in the event that any withholding tax
                  is imposed on the Issuer's payments (or allocations of
                  income) to a Noteholder. Any such notice shall specify the
                  amount of any withholding tax required to be withheld by the
                  Owner Trustee pursuant to such provision.

                                    (iii)    Notwithstanding anything in this
                  Agreement or the other Basic Documents to the contrary, the
                  Administrator shall be responsible for (A) performance of
                  the duties of the Owner Trustee and the Issuer set forth in
                  Sections 2.7, 2.10, 2.11, 2.12, 2.13(d), 5.16, 6.7, 6.10,
                  and 10.1 of the Indenture with respect to, among other
                  things, accounting and reports to the Certificateholder and
                  the maintenance of certain accounts and (B) the preparation,
                  execution and filing of all documents required by tax and
                  securities laws relating to the Issuer.

                                    (iv)     The Administrator may satisfy its
                  obligations with respect to clauses (ii) and (iii) above by
                  retaining, at the expense of the Administrator, a firm of
                  independent public accountants (the "Accountants")
                  acceptable to the Indenture Trustee which shall perform the
                  obligations of the Administrator thereunder.

                                    (v)      The Administrator shall perform
                  the duties of the Administrator specified in Sections 9.2
                  and 9.3 of the Trust Agreement required to be performed in
                  connection with the resignation or removal of the Owner
                  Trustee, the duties of the Administrator specified in
                  Section 9.5 of the Trust Agreement required to be performed
                  in connection with the appointment and payment of
                  co-Trustees, and any other duties expressly required to be
                  performed by the Administrator under the Trust Agreement.

                                    (vi)     In carrying out the foregoing
                  duties or any of its other obligations under this Agreement,
                  the Administrator may enter into transactions with or
                  otherwise deal with any of its Affiliates; provided,
                  however, that the terms of any such transactions or dealings
                  shall be in accordance with any directions received from the
                  Issuer and shall be, in the Administrator's opinion, no less
                  favorable to the Issuer than would be available from
                  unaffiliated parties.

                                    (vii)    It is the intention of the parties
                  hereto that the Administrator shall, and the Administrator
                  hereby agrees to, execute on behalf of the Issuer or the
                  Owner Trustee all such documents, reports, filings,
                  instruments, certificates and opinions as it shall be the
                  duty of the Issuer or the Owner Trustee to prepare, file or
                  deliver pursuant to the Basic Documents. In furtherance
                  thereof, the Owner Trustee shall, on behalf of itself and of
                  the Issuer, execute and deliver to the Administrator, and to
                  each successor Administrator appointed pursuant to the terms
                  hereof, one or more powers of attorney substantially in the
                  form of Exhibit A hereto, appointing the Administrator the
                  attorney-in-fact of the Owner Trustee and the Issuer for the
                  purpose of executing on behalf of the Owner



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<PAGE>

                  Trustee and the Issuer all such documents, reports, filings,
                  instruments, certificates and opinions.

                           (c)      Non-Ministerial Matters. (i) With respect
         to matters that in the reasonable judgment of the Administrator are
         non-ministerial, the Administrator shall not take any action unless
         within a reasonable time before the taking of such action, the
         Administrator shall have notified the Owner Trustee of the proposed
         action and the Owner Trustee shall not have withheld consent or
         provided an alternative direction. For the purpose of the preceding
         sentence, "non-ministerial matters" shall include, without
         limitation:

                  (A)      the initiation of any claim or lawsuit by the Issuer
         and the compromise of any action, claim or lawsuit brought by or
         against the Issuer (other than in connection with the collection of
         the Receivables);

                  (B)      the amendment, change or modification of the Basic
         Documents;

                  (C)      the appointment of successor Note Registrars,
         successor Paying Agents and successor Indenture Trustees pursuant to
         the Indenture or the appointment of successor Administrators or the
         consent to the assignment by the Note Registrar, the Paying Agent or
         the Indenture Trustee of its obligations under the Indenture; and

                  (D)      the removal of the Indenture Trustee.

                                    (ii)     Notwithstanding anything to the
                  contrary in this Agreement, the Administrator shall not be
                  obligated to, and shall not, (x) make any payments to the
                  Noteholders or the Certificateholder under the Basic
                  Documents, (y) sell the Owner Trust Estate pursuant to the
                  Indenture other than pursuant to a written directive of the
                  Indenture Trustee or (z) take any action that the Issuer
                  directs the Administrator not to take on its behalf.

                           (d)      Reports by the Administrator. On or prior
         to each Transfer Date, the Administrator will provide to the
         Indenture Trustee for the Indenture Trustee to forward to each
         Noteholder of record, and to the Owner Trustee, a statement setting
         forth (to the extent applicable) the following information as to the
         Notes with respect to the related Payment Date or the period since
         the previous Payment Date, as applicable:

                                    (i)      the amount of the distribution
                  allocable to principal of the Notes;

                                    (ii)     the amount of the distribution
                  allocable to interest on or with respect to the Notes;

                                    (iii)    the aggregate outstanding
                  principal balance of the Notes after giving effect to all
                  payments reported under clause (i) above on such date; and



                                      10
<PAGE>

                                    (iv)     the amount, if any, on deposit in
                  the Owner Trust Spread Account on such Payment Date, after
                  giving effect to all transfers and withdrawals therefrom and
                  all transfers and deposits thereto on such Payment Date, and
                  the amount required to be on deposit in the Owner Trust
                  Spread Account on such date.

                  Each amount set forth pursuant to clauses (i) and (ii) above
         will be expressed as a dollar amount per $1,000 of the initial
         principal balance of the Notes.

                           (e)      Owner Trust Accounts.  The Administrator
         shall establish and maintain, (i) in the name of the Indenture
         Trustee, for the benefit of the Noteholders, an Eligible Deposit
         Account (the "Note Distribution Account"), bearing a designation
         clearly indicating that the funds deposited therein are held for the
         benefit of the Noteholders. The Administrator shall establish and
         maintain, in the name of the Indenture Trustee, for the benefit of
         the Class C Noteholders (and, to the extent expressly provided in the
         Indenture, the Certificateholder), an Eligible Deposit Account (the
         "Owner Trust Spread Account"), and, together with the Note
         Distribution Account, the "Owner Trust Accounts"), bearing a
         designation clearly indicating that the funds deposited therein are
         held for the benefit of the Class C Noteholders. The Indenture
         Trustee shall possess all right, title and interest in all funds on
         deposit from time to time in the Owner Trust Accounts and in all
         proceeds thereof. The Note Distribution Account shall be under the
         sole dominion and control of the Indenture Trustee for the benefit of
         the Noteholders. The Owner Trust Spread Account shall be under the
         sole dominion and control of the Indenture Trustee for the benefit of
         the Class C Noteholders (and, to the extent expressly provided in the
         Indenture, the Certificateholder). If, at any time, any Owner Trust
         Account ceases to be an Eligible Deposit Account, the Administrator
         shall notify the Indenture Trustee, and the Indenture Trustee upon
         being notified (or the Administrator on its behalf) shall, within 10
         Business Days, establish a new Owner Trust Account which meets the
         conditions specified in the definition of Eligible Deposit Account,
         and shall transfer any cash or any investments to such new Owner
         Trust Account. The Indenture Trustee, at the direction of the
         Administrator, shall make withdrawals from the Owner Trust Accounts
         from time to time, in the amounts and for the purposes set forth in
         the Indenture.

                           Funds on deposit in the Owner Trust Spread Account
         shall be invested at the direction of the Administrator by the
         Indenture Trustee or the Paying Agent in Permitted Investments. The
         Indenture Trustee shall maintain for the benefit of the Noteholders
         and the Series Certificateholder possession of the negotiable
         instruments or securities, if any, evidencing such Permitted
         Investments. No Permitted Investment shall be disposed of prior to
         its maturity.

                           To the extent so instructed by the Administrator on
         any Transfer Date, the Indenture Trustee or the Paying Agent shall,
         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, pay the amount of such excess to the Certificateholder pursuant
         to the Indenture.



                                      11
<PAGE>

                  SECTION 4.2 Records. The Administrator shall maintain
appropriate books of account and records relating to services performed
hereunder, which books of account and records shall be accessible for
inspection by the Issuer, the Owner Trustee, the Indenture Trustee and the
Depositor at any time during normal business hours.

                  SECTION 4.3 [Reserved]

                  SECTION 4.4 Additional Information To Be Furnished to
Issuer. The Administrator shall furnish to the Issuer from time to time such
additional information regarding the Collateral as the Issuer shall reasonably
request, including notification of Noteholders pursuant to Section 4.1(a)
hereof.

                  SECTION 4.5 Independence of Administrator. For all purposes
of this Agreement, the Administrator shall be an independent contractor and
shall not be subject to the supervision of the Issuer or the Owner Trustee
with respect to the manner in which it accomplishes the performance of its
obligations hereunder. Unless expressly authorized by the Issuer or the Owner
Trustee, as the case may be, the Administrator shall have no authority to act
for or represent the Issuer or the Owner Trustee in any way and shall not
otherwise be deemed an agent of the Issuer or the Owner Trustee.

                  SECTION 4.6 No Joint Venture. Nothing contained in this
Agreement shall (i) constitute the Administrator and either of the Issuer or
the Owner Trustee as members of any partnership, joint venture, association,
syndicate, unincorporated business or other separate entity, (ii) be construed
to impose any liability as such on any of them or (iii) be deemed to confer on
any of them any express, implied or apparent authority to incur any obligation
or liability on behalf of the others.

                  SECTION 4.7 Other Activities of Administrator.

                           (a)      Nothing herein shall prevent the
         Administrator or its affiliates from engaging in other businesses or,
         in its sole discretion, from acting in a similar capacity as an
         administrator for any other person or entity even though such person
         or entity may engage in business activities similar to those of the
         Issuer, the Owner Trustee or the Indenture Trustee.

                           (b)      The Administrator and its affiliates may
         generally engage in any kind of business with any person party to a
         Basic Document, any of its affiliates and any person who may do
         business with or own securities of any such person or any of its
         affiliates, without any duty to account therefor to the Issuer, the
         Owner Trustee or the Indenture Trustee.

                  SECTION 4.8 Net Deposits. As an administrative convenience,
so long as Chase USA is the Administrator and the Certificateholder, the
Administrator will be permitted to make the deposit of amounts with respect to
the Series Certificate for or with respect to any Monthly Period net of
distributions to be made to the Certificateholder with respect to such Monthly
Period. The Administrator, however, will account to the Owner Trustee, the
Indenture Trustee



                                      12
<PAGE>

and the Noteholders as if the amounts paid to the Certificateholder were paid
pursuant to the Indenture.


                                  ARTICLE IV

                                  TERMINATION

                  SECTION 5.1 Term of Agreement; Resignation and Removal of
Administrator. This Agreement shall continue in force until (i) the
termination of the Issuer and (ii) the satisfaction and discharge of the
Indenture in accordance with Section 4.1 of the Indenture, upon which event
this Agreement shall automatically terminate.

                           (a)      Subject to subsections 5.1(d) and (e), the
         Administrator may resign its duties hereunder by providing the Issuer
         and the Owner Trustee with at least 60 days prior written notice.

                           (b)      Subject to subsections 5.1(d) and (e), the
         Issuer may remove the Administrator without cause by providing the
         Administrator with at least 60 days prior written notice; provided,
         however, that if any Notes are outstanding at the time of the
         removal, the Rating Agency Condition shall have first been satisfied
         in connection with such removal.

                           (c)      Subject to subsections 5.1(d) and (e), at
         the sole option of the Issuer, the Administrator may be removed
         immediately upon written notice of termination from the Issuer to the
         Administrator if any of the following events shall occur:

                                    (i)      the Administrator shall default in
                  the performance of any of its duties under this Agreement
                  and, after notice of such default, shall not cure such
                  default within 10 days (or, if such default cannot be cured
                  in such time, shall not give within ten days such assurance
                  of cure as shall be reasonably satisfactory to the Issuer);

                                    (ii)     a court having jurisdiction in the
                  premises shall enter a decree or order for relief, and such
                  decree or order shall not have been vacated within 60 days,
                  in respect of the Administrator in any involuntary case
                  under any applicable bankruptcy, insolvency or other similar
                  law now or hereafter in effect or appoint a receiver,
                  liquidator, assignee, custodian, trustee, sequestrator or
                  similar official for the Administrator or any substantial
                  part of its property or order the winding-up or liquidation
                  of its affairs; or

                                    (iii)    the Administrator shall commence a
                  voluntary case under any applicable bankruptcy, insolvency
                  or other similar law now or hereafter in effect, shall
                  consent to the entry of an order for relief in an
                  involuntary case under any such law, or shall consent to the
                  appointment of a receiver, liquidator, assignee, trustee,
                  custodian, sequestrator or similar official for the
                  Administrator or any substantial part of its property, shall
                  consent to the taking of possession by



                                      13
<PAGE>

                  any such official of any substantial part of its property,
                  shall make any general assignment for the benefit of
                  creditors or shall fail generally to pay its debts as they
                  become due.

                           The Administrator agrees that if any of the events
         specified in clause (ii) or (iii) of this subsection 5.1(c) shall
         occur, it shall give written notice thereof to the Issuer, the Owner
         Trustee and the Indenture Trustee within seven days after the
         happening of such event.

                           (d)      No resignation or removal of the
         Administrator pursuant to this Section shall be effective until (i) a
         successor Administrator shall have been appointed by the Issuer and
         (ii) such successor Administrator shall have agreed in writing to be
         bound by the terms of this Agreement in the same manner as the
         Administrator is bound hereunder.

                           (e)      The appointment of any successor
         Administrator shall be effective only after the satisfaction of the
         Rating Agency Condition with respect thereto.

                           (f)      A successor Administrator shall execute,
         acknowledge and deliver a written acceptance of its appointment
         hereunder to the resigning Administrator and to the Issuer. Thereupon
         the resignation or removal of the resigning Administrator shall
         become effective, and the successor Administrator shall have all the
         rights, powers and duties of the Administrator under the Indenture.
         The successor Administrator shall mail a notice of its succession to
         the Noteholders and the Certificateholder. The resigning
         Administrator shall promptly transfer or cause to be transferred all
         property and any related agreements, documents and statements held by
         it as Administrator to the successor Administrator and the resigning
         Administrator shall execute and deliver such instruments and do other
         things as may reasonably be required for fully and certainly vesting
         in the successor Administrator all rights, powers, duties and
         obligations hereunder.

                           (g)      In no event shall a resigning Administrator
         be liable for the acts or omissions of any successor Administrator
         hereunder.

                           (h)      In the exercise or administration of its
         duties hereunder and under the other Basic Documents, the
         Administrator may act directly or through its agents or attorneys
         pursuant to agreements entered into with any of them, and the
         Administrator shall not be liable for the conduct or misconduct of
         such agents or attorneys if such agents or attorneys shall have been
         selected by the Administrator with due care.

                  SECTION 5.2 Action upon Termination, Resignation or Removal.
Promptly upon the effective date of termination of this Agreement pursuant to
subsection 5.1(a) or the resignation or removal of the Administrator pursuant
to subsection 5.1 (b) or (c), respectively, the Administrator shall be
entitled to be paid all fees and reimbursable expenses accruing to it to the
date of such termination, resignation or removal. The Administrator shall
forthwith upon termination pursuant to subsection 5.1(a) deliver to the Issuer
all property and documents of or relating to the Collateral then in the
custody of the Administrator. In the event of the resignation or removal of
the Administrator pursuant to subsection 5.1(b) or (c), respectively, the
Adminis-



                                      14
<PAGE>

trator shall cooperate with the Issuer and take all reasonable steps
requested to assist the Issuer in making an orderly transfer of the duties of
the Administrator.

                  SECTION 5.3 Acquisition of Owner Trust Estate. If Chase USA
exercises its option to accept retransfer of the Series Certificate pursuant
to Section 4 of the Series Supplement, the Depositor shall (a) acquire the
Series Certificate and all rights related thereto, which acquisition shall be
effective as of the date on which such retransfer occurs, (b) deliver notice
of such acquisition to the Indenture Trustee on or prior to the related
Transfer Date, (c) deposit, on its own behalf and on behalf of the Issuer
pursuant to Section 10.1 of the Indenture, in the Note Distribution Account on
or prior to the related Transfer Date, an amount equal to the Redemption Price
and (d) succeed to all interests in and to the Issuer.

                                  ARTICLE V

                                 MISCELLANEOUS

                  SECTION 6.1 Notices. Any notice, report or other
communication given hereunder shall be in writing and addressed as follows:

                  if to the Issuer or the Owner Trustee, to

                           Chase Credit Card Owner Trust 2004-2
                           c/o Wilmington Trust Company
                           Rodney Square North
                           1100 North Market Street
                           Wilmington, DE 19890
                           Attention: Corporate Trust Administration

                  with a copy to:

                           Richards, Layton & Finger
                           One Rodney Square
                           Wilmington, DE 19899
                           Attention: Jason Solomon

                  if to the Administrator, to

                           Chase Manhattan Bank USA, National Association
                           500 Stanton Christiana Road, Floor 1
                           Newark, DE 19713
                           Attention: Patricia M. Garvey

                  if to the Indenture Trustee, to

                           The Bank of New York
                           101 Barclay Street, 8 West
                           New York, NY 10286
                           Attention: Corporate Trust Administration



                                      15
<PAGE>

or to such other address as any party shall have provided to the other parties
in writing. Any notice required to be in writing hereunder shall be deemed
given if such notice is mailed by certified mail, postage prepaid, or
hand-delivered to the address of such party as provided above, except that
notices to the Indenture Trustee are effective only upon receipt.

                  SECTION 6.2 Amendments. This Agreement may be amended from
time to time by a written amendment duly executed and delivered by the Issuer,
the Administrator and the Depositor, with the written consent of the Indenture
Trustee and without the consent of the Noteholders or the Certificateholder,
for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Agreement or of modifying in any
manner the rights of the Noteholders or the Certificateholder; provided,
however, that a copy thereof shall have been delivered to the Note Rating
Agencies and that such amendment will not (i) as evidenced by an Officer's
Certificate of the Depositor addressed and delivered to the Owner Trustee and
the Indenture Trustee, materially and adversely affect the interests of any
Noteholder or the Certificateholder or significantly change the purposes and
activities of the Issuer and (ii) as evidenced by an Opinion of Counsel
addressed to the Owner Trustee and the Indenture Trustee, cause the Issuer to
be classified as an association (or a publicly traded partnership) taxable as
a corporation for federal income tax purposes. This Agreement may also be
amended by the Issuer, the Administrator and the Depositor with the written
consent of the Indenture Trustee and the Holders of Notes evidencing a
majority in the Outstanding Amount of the Notes for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions
of this Agreement or of modifying in any manner the rights of Noteholders or
the Certificateholder; provided, however, that, a copy thereof shall have been
delivered to the Note Rating Agencies and that without the consent of the
holders of all of the Notes then Outstanding, no such amendment may (i)
increase or reduce in any manner the amount of, or accelerate or delay the
timing of, collections of payments on the Series Certificate or distributions
that are required to be made for the benefit of the Noteholders or (ii) reduce
the aforesaid percentage of the Holders of Notes which are required to consent
to any such amendment, without the consent of the Holders of all the
Outstanding Notes.

                  It shall not be necessary for the consent of Noteholders
pursuant to this Section to approve the particular form of any proposed
amendment or consent, but it shall be sufficient if such consent shall approve
the substance thereof.

                  SECTION 6.3 Protection of Title to Owner Trust.

                           (a)      The Depositor shall take all actions
         necessary and the Issuer shall cooperate with the Depositor, if
         applicable, to perfect, and maintain perfection of, the interests of
         the Issuer in the Series Certificate. The Depositor shall execute and
         file and cause to be executed and filed such financing statements and
         continuation statements, all in such manner and in such places as may
         be required by law fully to perfect, maintain, and protect the
         interest of the Issuer in the Series Certificate and in the proceeds
         thereof and the interest of the Indenture Trustee in the Owner Trust
         Estate and the proceeds thereof. The Depositor shall deliver (or
         cause to be delivered) to the Owner Trustee and the Indenture Trustee
         file-stamped copies of, or filing receipts for, any document filed as
         provided above, as soon as available following such filing.



                                      16
<PAGE>

                           (b)      The Depositor shall not change its name,
         identity or corporate structure in any manner that would, could or
         might make any financing statement or continuation statement filed in
         accordance with paragraph (a) above or otherwise seriously misleading
         within the meaning of 9-402(7) of the UCC (regardless of whether such
         a filing was ever made), unless it shall have given the Owner Trustee
         and the Indenture Trustee at least five days prior written notice
         thereof and, if applicable, shall have timely filed appropriate
         amendments to any and all previously filed financing statements or
         continuation statements (so that the interest of the Issuer or the
         Indenture Trustee is not adversely affected).

                           (c)      Each of the Depositor and the Administrator
         shall have an obligation to give the Owner Trustee and the Indenture
         Trustee at least 60 days prior written notice of any relocation of
         its principal executive office if, as a result of such relocation,
         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 statement (regardless of whether such a
         filing was ever made) and shall promptly, if applicable, file any
         such amendment.

                           (d)      The Administrator shall permit the
         Indenture Trustee and its agents at any time following reasonable
         notice and during normal business hours to inspect, audit and make
         copies of and abstracts from the Administrator's records regarding
         the Series Certificate.

                           (e)      The Administrator shall, to the extent
         required by applicable law, cause the Notes to be registered with the
         Commission pursuant to Section 12(b) or Section 12(g) of the Exchange
         Act within the time periods specified in such sections.

                  SECTION 6.4 Successors and Assigns. This Agreement may not
be assigned by the Administrator unless such assignment is previously
consented to in writing by the Issuer and the Owner Trustee and subject to
satisfaction of the Rating Agency Condition with respect thereto. An
assignment with such consent and satisfaction, if accepted by the assignee,
shall bind the assignee hereunder in the same manner as the Administrator is
bound hereunder. Notwithstanding the foregoing, this Agreement may be assigned
by the Administrator without the consent of the Issuer or the Owner Trustee to
a corporation or other organization that is a successor (by merger,
consolidation or purchase of assets) to the Administrator, provided that such
successor organization executes and delivers to the Issuer, the Owner Trustee
and the Indenture Trustee an agreement in which such corporation or other
organization agrees to be bound hereunder by the terms of said assignment in
the same manner as the Administrator is bound hereunder. Subject to the
foregoing, this Agreement shall bind any successors or assigns of the parties
hereto.

                  SECTION 6.5 GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED
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.



                                      17
<PAGE>

                  SECTION 6.6 Headings. The section headings hereof have been
inserted for convenience of reference only and shall not be construed to
affect the meaning, construction or effect of this Agreement.

                  SECTION 6.7 Counterparts. This Agreement may be executed in
counterparts, each of which when so executed shall together constitute but one
and the same agreement.

                  SECTION 6.8 Severability. Any provision of this Agreement
that is prohibited or unenforceable in any jurisdiction shall be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof and any such prohibition or unenforceability in
any jurisdiction shall not invalidate or render unenforceable such provision
in any other jurisdiction.

                  SECTION 6.9 Not Applicable to Chase Manhattan Bank USA,
National Association in Other Capacities. Nothing in this Agreement shall
affect any obligation Chase Manhattan Bank USA, National Association may have
in any other capacity.

                  SECTION 6.10 Limitation of Liability of Owner Trustee,
Indenture Trustee and Administrator.

                           (a) Notwithstanding anything contained herein to
         the contrary, this instrument has been signed by Wilmington Trust
         Company not in its individual capacity but solely as Owner Trustee
         for the Chase Credit Card Owner Trust 2004-2 and in no event shall
         Wilmington Trust Company in its individual capacity or any beneficial
         owner of the Issuer have any liability for the representations,
         warranties, covenants, agreements or other obligations of the Issuer
         hereunder, as to all of which recourse shall be had solely to the
         assets of the Issuer.

                           (b) Notwithstanding anything contained herein to
         the contrary, this Agreement has been signed by The Bank of New York,
         not in its individual capacity but solely as Indenture Trustee, and
         in no event shall The Bank of New York have any liability for the
         representations, warranties, covenants, agreements or other
         obligations of the Issuer hereunder or in any of the certificates,
         notices or agreements delivered pursuant hereto, as to all of which
         recourse shall be had solely to the assets of the Issuer.

                           (c) No recourse under any obligation, covenant or
         agreement of the Issuer contained in this Agreement shall be had
         against any agent of the Issuer (including the Administrator) as such
         by the enforcement of any assessment or by any legal or equitable
         proceeding, by virtue of any statute or otherwise; it being expressly
         agreed and understood that this Agreement is solely an obligation of
         the Issuer as a Delaware statutory trust, and that no personal
         liability whatever shall attach to or be incurred by any agent of the
         Issuer (including the Administrator), as such, under or by reason of
         any of the obligations, covenants or agreements of the Issuer
         contained in this Agreement, or implied therefrom, and that any and
         all personal liability for breaches by the Issuer of any such
         obligations, covenants or agreements, either at common law or at
         equity, or by statute or constitution, of every such agent is hereby
         expressly waived as a condition of and in consideration for the
         execution of this Agreement.



                                      18
<PAGE>

                  SECTION 6.11 Third-Party Beneficiary. Each of the Owner
Trustee and the Indenture Trustee is a third-party beneficiary to this
Agreement and is entitled to the rights and benefits hereunder and may enforce
the provisions hereof as if it were a party hereto. The Administrator agrees
to compensate and indemnify the Indenture Trustee pursuant to Section 6.7 of
the Indenture.

                  SECTION 6.12 Nonpetition Covenants.

                           (a)      Notwithstanding any prior termination of
         this Agreement, the Depositor shall not at any time with respect to
         the Issuer or the Master Trust, acquiesce, petition or otherwise
         invoke or cause the Issuer or the Master Trust to invoke the process
         of any court or government authority for the purpose of commencing or
         sustaining a case against the Issuer or the Master Trust under any
         Federal or state bankruptcy, insolvency or similar law or appointing
         a receiver, conservator, liquidator, assignee, trustee, custodian,
         sequestrator or other similar official of the Issuer or the Master
         Trust or any substantial part of its property, or ordering the
         winding up or liquidation of the affairs of the Issuer or the Master
         Trust; provided, however, that this subsection 6.12(a) shall not
         operate to preclude any remedy described in Article V of the
         Indenture.

                           (b)      Notwithstanding any prior termination of
         this Agreement, the Issuer shall not at any time with respect to the
         Master Trust, acquiesce, petition or otherwise invoke or cause the
         Master Trust to invoke the process of any court or government
         authority for the purpose of commencing or sustaining a case against
         the Master Trust under any Federal or state bankruptcy, insolvency or
         similar law or appointing a receiver, conservator, liquidator,
         assignee, trustee, custodian, sequestrator or other similar official
         of the Master Trust or any substantial part of its property, or
         ordering the winding up or liquidation of the affairs of the Master
         Trust; provided, however, that this subsection 6.12(b) shall not
         operate to preclude any remedy described in Article V of the
         Indenture.

                  SECTION 6.13 Liability of Administrator. Notwithstanding any
provision of this Agreement, the Administrator shall not have any obligations
under this Agreement other than those specifically set forth herein, and no
implied obligations of the Administrator shall be read into this Agreement.
Neither the Administrator nor any of its directors, officers, agents or
employees shall be liable for any action taken or omitted to be taken in good
faith by it or them under or in connection with this Agreement, except for its
or their own gross negligence or willful misconduct and in no event shall the
Administrator be liable under or in connection with this Agreement for
indirect, special, or consequential losses or damages of any kind, including
lost profits, even if advised of the possibility thereof and regardless of the
form of action by which such losses or damages may be claimed. Without
limiting the foregoing, the Administrator may (a) consult with legal counsel
(including counsel for the Issuer), independent public accountants and other
experts selected by it and shall not be liable for any action taken or omitted
to be taken in good faith by it in accordance with the advice of such counsel,
accountants or experts and (b) shall incur no liability under or in respect of
this Agreement by acting upon any notice (including notice by telephone),
consent, certificate or other instrument or writing (which




                                      19
<PAGE>

may be by facsimile) believed by it to be genuine and signed or sent by the
proper party or parties.



                                      20
<PAGE>

                  IN WITNESS WHEREOF, the parties have caused this Agreement to
be duly executed and delivered as of the day and year first above written.



                                           CHASE CREDIT CARD OWNER TRUST 2004-2

                                           By:  WILMINGTON TRUST COMPANY
                                                not in its individual capacity
                                                but solely as Owner Trustee
                                                for Chase Credit Card Owner
                                                Trust 2004-2


                                           By:  /s/ Janel R. Havrilla
                                                -------------------------------
                                                Name:   Janel R. Havrilla
                                                Title:  Financial Services
                                                        Officer


                                           CHASE MANHATTAN BANK USA,
                                           NATIONAL ASSOCIATION
                                           as Administrator


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


                                           Acknowledged and Agreed:
                                           THE BANK OF NEW YORK
                                           not in its individual capacity but
                                           solely as Indenture Trustee


                                           By:  /s/ James Bowden
                                                -------------------------------
                                                Name:   James Bowden
                                                Title:  Assistant Treasurer



<PAGE>


                                                                      EXHIBIT A
                                                    [Form of Power of Attorney]


                               POWER OF ATTORNEY

STATE OF NEW YORK  )
                   )
COUNTY OF NEW YORK )

          KNOW ALL MEN BY THESE PRESENTS, that WILMINGTON TRUST COMPANY, a
Delaware banking corporation, not in its individual capacity but solely as
owner trustee ("Owner Trustee") for the Chase Credit Card Owner Trust 2004-2
("Trust"), does hereby make, constitute and appoint CHASE MANHATTAN BANK USA,
NATIONAL ASSOCIATION as Administrator under the Administration Agreement (as
defined below), and its agents and attorneys, as Attorneys-in-Fact to execute
on behalf of the Owner Trustee or the Trust all such documents, reports,
filings, instruments, certificates and opinions as it shall be the duty of the
Owner Trustee or the Trust to prepare, file or deliver pursuant to the Basic
Documents (as defined in the Indenture dated as of June 1, 2004 between the
Trust and the Bank of New York, as Indenture Trustee), including, without
limitation, to appear for and represent the Owner Trustee and the Trust in
connection with the preparation, filing and audit of federal, state and local
tax returns pertaining to the Trust, and with full power to perform any and
all acts associated with such returns and audits that the Owner Trustee could
perform, including without limitation, the right to distribute and receive
confidential information, defend and assert positions in response to audits,
initiate and defend litigation, and to execute waivers of restriction on
assessments of deficiencies, consents to the extension of any statutory or
regulatory time limit, and settlements. For the purpose of this Power of
Attorney, the term "Administration Agreement" means the Deposit and
Administration Agreement dated as of June 1, 2004 among Wilmington Trust
Company, not in its individual capacity but solely as Owner Trustee for the
Trust and Chase Manhattan Bank USA, National Association, as Administrator,
and acknowledged and agreed by The Bank of New York, as Indenture Trustee, as
such may be amended from time to time.

          All powers of attorney for this purpose heretofore filed or executed
by the Owner Trustee are hereby revoked.

          EXECUTED this 1st day of June, 2004.


                                           WILMINGTON TRUST COMPANY
                                           not in its individual capacity but
                                           solely as Owner Trustee for the
                                           Chase Credit Card Owner Trust 2004-2


                                           By:
                                                -------------------------------
                                                Name:
                                                Title: