EXHIBIT 4.6
EXECUTION COPY
(Multicurrency--Cross Border)
ISDA(R)
International Swap Dealers Association, Inc.
SCHEDULE
to the
Master Agreement
dated as of October 29, 2002
and effective as of November 7, 2002
between JPMORGAN CHASE BANK and WORLD FINANCIAL NETWORK
CREDIT CARD MASTER NOTE
TRUST
("Party A") ("Party B")
PART 1: Termination Provisions
----------------------
(a) "Indenture" means the Master Indenture dated as of August 1, 2001,
between World Financial Network Credit Card Master Note Trust, as
Issuer, and BNY Midwest Trust Company, as Indenture Trustee, as
supplemented by the Series 2002-A Indenture Supplement dated as of
November 7, 2002, between World Financial Network Credit Card Master
Note Trust, as the Issuer, and BNY Midwest Trust Company, as the
Indenture Trustee, in each case, as amended, modified, supplemented,
restated or replaced from time to time.
(b) "Specified Entity" means in relation to Party A for the purpose of:-
Section 5(a)(v) (Default under Specified Transaction), none;
Section 5(a)(vi) (Cross Default), none;
Section 5(a)(vii) (Bankruptcy), none; and
Section 5(b)(iv) (Credit Event Upon Merger), none;
in relation to Party B for the purpose of:-
Section 5(a)(v) (Default under Specified Transaction) none;
Section 5(a)(vi) (Cross Default), none;
Section 5(a)(vii) (Bankruptcy), none; and
Section 5(b)(iv) (Credit Event Upon Merger), none.
(c) "Specified Transaction" will have the meaning specified in Section 14.
(d) The "Misrepresentation" provisions of Section 5(a)(iv), the "Default
under Specified Transactions" provisions of Section 5(a)(v) and the
"Cross Default" provisions of Section 5(a)(vi) will not apply to Party
A or Party B.
(e) The "Breach of Agreement" provisions of Section 5(a)(ii) will apply to
Party A and will not apply to Party B.
(f) The "Illegality" provision of Section 5(b)(i)
will not apply to Party A
will not apply to Party B.
(g) The "Tax Event" provision of Section 5(b)(ii)
will not apply to Party A
will not apply to Party B.
(h) The "Tax Event Upon Merger" provision of Section 5(b)(iii)
will not apply to Party A
will not apply to Party B.
(i) The "Credit Event Upon Merger" provisions of Section 5(b)(iv)
will not apply to Party A
will not apply to Party B.
(j) The "Automatic Early Termination" provision of Section 6(a)
will not apply to Party A
will not apply to Party B.
(k) Payments on Early Termination. For the purpose of Section 6(e):
(i) Market Quotation will apply.
(ii) The First Method will apply.
(l) "Termination Currency" means United States Dollars.
(m) Additional Termination Event; Redemption of the Secured Notes.
(i) Party B shall, as provided in the Indenture, direct the
Indenture Trustee to notify Party A if notice is given
pursuant to the Indenture of a redemption by Party B of
all of the Notes (any such redemption by Party B of all
of the Notes, a "Redemption Event").
(ii) If a Redemption Event occurs it shall be an Additional
Termination Event for which Party B shall be the sole
Affected Party and each Transaction shall be an Affected
Transaction.
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(iii) If a Redemption Event is to occur, the Early Termination Date
in respect of each Affected Transaction shall be deemed to
occur on the Distribution Date in respect of such Redemption
Event. Any Settlement Amount payable in respect of such
Redemption Event shall be paid, in the case of Party A and
Party B, on the date of such Early Termination Date;
provided that no such payments shall be made by Party B
until the Note Principal Balance (as defined in the
Indenture Supplement) has been reduced to zero.
(n) Additional Termination Event for Unauthorized Amendments. Party B shall
deliver to Party A, copy of any proposed Supplemental Indenture before
such document takes effect. If (a) any Supplemental Indenture is given
effect, (b) Party A has not consented in writing to such Supplemental
Indenture prior to the date on which such Supplemental Indenture takes
effect and (c) any provision of such Supplemental Indenture materially
and adversely affects the amount, timing or priority of any payments
due from Party B to Party A in respect of any Transaction then, it
shall be deemed that an Additional Termination Event, with Party B as
the sole Affected Party and all Transactions then outstanding between
the parties as Affected Transactions, shall have occurred as of the
date on which the Supplemental Indenture took effect.
(o) Unless written notification to the contrary has been received from the
Rating Agencies, following the occurrence of a Ratings Event and/or an
Additional Ratings Event, the parties shall comply with the following
provisions, as applicable.
I. If a Ratings Event shall occur and be continuing with respect to Party
A, then Party A shall, within 5 Local Business Days of the occurrence of such
Ratings Event, give notice of the occurrence of such Ratings Event to Party B.
Following such notice, Party A shall either
(A) at its sole option and expense, provide, or cause to be
provided, a Third Party Credit Support Document to Party B; or
(B) at its sole option and expense, use reasonable efforts to
transfer Party A's rights and obligations under the Agreement and
all Confirmations to another party.
Each of (A) and (B) above shall be subject to satisfaction of the Rating Agency
Condition.
If, on or prior to the date that is 30 calendar days after the occurrence of a
Ratings Event, Party A has provided a Third Party Credit Support Document as
provided in (A) above and the Rating Agency Condition has been satisfied, then,
for so long as such Third Party Credit Support Document is in effect and the
Rating Agency Condition continues to be satisfied, Party A shall have no further
obligations in respect of this Part 1(o)(I).
If,
(i) on or prior to the date that is 30 calendar days after the
occurrence of a Ratings Event, Party A has not provided a Third
Party Credit Support Document as provided in (A) above or
transferred its rights and obligations as provided in (B) above, or
(ii) Party A has provided a Third Party Credit Support Document as
provided in (A) above but such Third Party Credit Support Document
has ceased to be in effect and/or the Rating Agency Condition is no
longer satisfied,
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then, on the first Local Business Day following the date that is 30 calendar
days after the occurrence of the Ratings Event (in respect of (i) above) or on
the first Local Business Day following the date on which the Third Party Credit
Support Document referred to in (ii) above has ceased to be in effect and/or
fails to satisfy the Rating Agency Condition, Party B shall demand that Party A
deliver Eligible Collateral to Party A in accordance with the terms of an
Approved Credit Support Document. Notwithstanding Party A's posting of Eligible
Collateral in accordance with the terms of the Approved Credit Support Document,
Party A shall continue to use reasonable efforts to either transfer its rights
and obligations to an acceptable third party or to provide a Third Party Credit
Support Document. Notwithstanding the foregoing, Party A's obligations under
this Part 1(o)(I) to find a transferee or provide a Third Party Credit Support
Document and to post Eligible Collateral under the Approved Credit Support
Document shall remain in effect only for so long as a Ratings Event is
continuing with respect to Party A.
The failure by Party A to comply with the provisions hereof shall constitute a
Termination Event, with Party A as the sole Affected Party and all Transactions
then outstanding between the parties as Affected Transactions.
II. Notwithstanding anything to the contrary in clause (I) above, if an
Additional Ratings Event occurs with respect to Party A, Party A shall, within
5 Local Business Days of such Additional Ratings Event, give notice to Party B
of the occurrence of such Additional Ratings Event. Following such notice,
Party A shall either
(A) at its sole option and expense, provide, or cause to be provided, a
Third Party Credit Support Document to Party B; or
(B) at its sole option and expense, use reasonable efforts to transfer
Party A's rights and obligations under the Agreement and all
Confirmations to another party.
Each of (II)(A) and (II)(B) above shall be subject to satisfaction of the Rating
Agency Condition.
If, on or prior to the date that is 30 calendar days after the occurrence of an
Additional Ratings Event, Party A has provided a Third Party Credit Support
Document as provided in (II)(A) above and the Rating Agency Condition has been
satisfied, then, for so long as such Third Party Credit Support Document is in
effect and the Rating Agency Condition continues to be satisfied, Party A shall
have no further obligations in respect of this Part 1(o)(II).
If,
(i) on or prior to the date that is 30 calendar days after the
occurrence of an Additional Ratings Event, Party A has not provided
a Third Party Credit Support Document as provided in (II)(A) above
or transferred its rights and obligations as provided in (II)(B)
above, or
(ii) Party A has provided a Third Party Credit Support Document as
provided in (II)(A) above but such Third Party Credit Support
Document has ceased to be in effect and/or the Rating Agency
Condition is no longer satisfied,
then, on the first Local Business Day following the date that is 30 calendar
days after the occurrence of the Additional Ratings Event (in respect of (i)
above) or on the first Local Business Day following the date on which the Third
Party Credit Support Document referred to in (ii) above has ceased to be in
effect and/or fails to satisfy the Rating Agency Condition, it shall be deemed
that an Additional Termination Event, with Party A as the sole Affected Party
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and all Transactions then outstanding between the parties as Affected
Transactions, has occurred.
Notwithstanding the foregoing, Party A's obligations under this Part 1(o)(II) to
find a transferee or provide a Third Party Credit Support Document shall remain
in effect only for so long as an Additional Ratings Event is continuing with
respect to Party A.
As used herein:
"Additional Ratings Event" shall occur with respect to Party A (to the
extent that Party A's long-term and short term senior unsecured debt
obligations are rated by Moody's) if Party A's long-term senior
unsecured debt rating by ▇▇▇▇▇'▇ is A3 or lower or Party A's short-term
senior unsecured debt rating by ▇▇▇▇▇'▇ is P-2 or lower;
"Approved Credit Support Document" means a security agreement in the
form of the 1994 ISDA Credit Support Annex (ISDA Agreements Subject to
New York Law Only), which, as modified by Paragraph 13 thereto, will
provide that:
(1) Party A shall be the Pledgor and Party B shall be the Secured
Party;
(2) with respect to any Valuation Date, the Credit Support Amount shall
be defined as (i) the Secured Party's Modified Exposure for that
Valuation Date minus (ii) the Pledgor's Threshold; provided, however,
that the Credit Support Amount will be deemed to be zero whenever the
calculation of Credit Support Amount yields a number less than zero;
(3) with respect to any Valuation Date, "Modified Exposure" will mean
an amount equal to the greater of (i) the Secured Party's Exposure for
that Valuation Date, (ii) the amount of the next scheduled payment that
is required to be made by ▇▇▇▇▇▇ pursuant to the Transaction and (iii)
one percent of the outstanding Notional Amount of the Transaction;
(4) Party A shall be the Valuation Agent;
(5) Eligible Collateral shall consist of Cash, United States Treasury
obligations, agency securities or certain types of commercial paper;
(6) the Threshold for Party A will be U.S. $0.00 at all times that a
Ratings Event is continuing and infinite otherwise;
(7) the Minimum Transfer Amount will be $250,000;
(8) the Independent Amount for Party A will be zero;
(9) Valuation Dates will not occur less frequently than weekly at all
times that a Ratings Event is continuing;
(10) Clause "(B)" of the definition of "Value" in Paragraph 12 will be
restated to read in its entirety as follows:
"(B) a security, the bid price obtained by the Valuation
Agent from one of the Pricing Sources multiplied by the
applicable Valuation Percentage, if any"; and
(11) the following definition of "Pricing Sources" will be added to
Paragraph 12:
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"Pricing Sources" means the sources of financial information
commonly known as Bloomberg, Bridge Information Services,
Data Resources Inc., Interactive Data Services, International
Securities Market Association, ▇▇▇▇▇▇▇ ▇▇▇▇▇ Securities
Pricing Service, ▇▇▇▇▇▇ Data Corporation, Reuters, Wood
Gundy, Trepp Pricing, ▇▇ ▇▇▇▇▇, S&P and Telerate.
Each of the foregoing terms not otherwise defined in this Agreement
have the meanings given such terms in the 1994 ISDA Credit Support
Annex (ISDA Agreements Subject to New York Law Only). The Approved
Credit Support Document shall be attached to this Agreement and be
made a part hereof;
"Moody's" means ▇▇▇▇▇'▇ Investors Service, Inc. or any successor
thereto;
"Rating Agencies" means S&P and ▇▇▇▇▇'▇;
"Rating Agency Condition" has the meaning specified in the Indenture
defined in Part 1(a) of this Schedule;
"Ratings Event" shall occur with respect to Party A (to the extent
that Party A's relevant obligations are rated by S&P or Moody's) if
(a) Party A's short-term senior unsecured debt rating by S&P is
lower than A-1 or (b) Party A's long-term senior unsecured debt
rating by ▇▇▇▇▇'▇ is lower than A1 or is A1 on negative watch or
Party A's short-term senior unsecured debt rating by ▇▇▇▇▇'▇ is
lower than P-1 or is P-1 on negative watch;
"S&P" means by Standard & Poor's Ratings Service or any successor
thereto;
"Third Party Credit Support Document" means any agreement or
instrument (including any guarantee, insurance policy, security
agreement or pledge agreement) whose terms provide for the guarantee
of Party A's obligations under this Agreement by a third party.
(p) Notwithstanding anything to the contrary in Section 6(e) of the
Agreement, if an Early Termination Date is designated due to the
occurrence of a Termination Event or an Additional Termination Event
and the Settlement Amount calculated in respect thereof is a
negative number, then the Settlement Amount shall be deemed to be
zero.
PART 2: Tax Representations
---------------------------
(a) Payer Tax Representations. For the purpose of Section 3(e) of this
Agreement, Party A and Party B will make the following representation:-
It is not required by any applicable law, as modified by the practice
of any relevant governmental revenue authority of any Relevant
Jurisdiction to make any deduction or withholding for or on account of
any Tax from any payment (other than interest under Section 2(e),
6(d)(ii) or 6(e) of this Agreement) to be made by it to the other party
under this Agreement. In making this representation, it may rely on (x)
the accuracy of any representations made by the other party pursuant to
Section 3(f) of this Agreement, (y) the satisfaction of the agreement
contained in Section 4(a)(i) or 4(a)(iii) of this Agreement and the
accuracy and effectiveness of any document provided by the other party
pursuant to Section 4(a)(i) or 4(a)(iii) of this Agreement and (z) the
satisfaction of the agreement of the other party contained in Section
4(d) of this Agreement, provided that it shall not be a breach of this
representation where reliance is placed on clause (y) and the other
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party does not deliver a form or document under Section 4(a)(iii) by
reason of material prejudice to its legal or commercial position.
(b) Payee Tax Representations. For the purpose of Section 3(f) of this
Agreement, Party A and Party B will make the following representations
specified below, if any: none
PART 3: Agreement to Deliver Documents
---------------------------------------
For the purpose of Section 4(a)(i) and (ii) of this Agreement, each party
agrees to deliver the following documents:
(a) Tax forms, documents or certificates to be delivered are:
Party required to Form/Document/ Date by which
deliver document Certificate to be delivered
-------------------- ----------------------- ------------------------
Party A and Party B Any form, document Upon request
or certificate
as may be requested
pursuant to Section
4(a)(iii) of this
Agreement.
Party B An executed United (i) As soon as
States Internal reasonably practicable
Revenue Service after execution of this
Form W-9 (or any Agreement, (ii) promptly
successor thereto), upon reasonable demand
as applicable. by Party A and (iii)
promptly upon learning
that any such form
previously provided by
Party B has become
obsolete or incorrect.
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(b) Other documents to be delivered are:-
Date by
Party required to which to be Covered by Section
deliver document Form/Document/Certificate delivered 3(d) Representation
------------------- --------------------------------------- -------------------- ---------------------
Party A and Party Certified copies of all corporate Upon execution and Yes
B authorizations and any other delivery of this
documents with respect to the Agreement
execution, delivery and performance
of this Agreement and the Indenture.
Party A and Party Certificate of authority and specimen Upon execution and Yes
B signatures of individuals executing delivery of this
this Agreement and any Confirmations. Agreement and
thereafter upon
request of the
other party
Party B An opinion of counsel to Party B on Upon execution and Yes
the enforceability of the Agreement delivery of this
and the Confirmation in respect of Agreement
Party B, reasonably satisfactory in
form and substance to Party A.
Party A An opinion of counsel to Party A on Upon execution and Yes
the enforceability of the Agreement delivery of this
and the Confirmation in respect of Agreement
Party A, reasonably satisfactory in
form and substance to Party B.
Party B Copies of the monthly servicing On or before each Yes
reports delivered to the Series Fixed Rate Payer
2002-A Noteholders in the form Payment Date
specified in the Indenture
Party A and Such other documents as the other Promptly upon Yes
Party B party may reasonably request in request
connection with each Transaction.
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PART 4: Miscellaneous
-------------
(a) Address for Notices. For the purpose of Section 12(a) of this Agreement:-
Address for notice or communications to Party A:
JPMorgan Chase Bank
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn.: Legal Department
Capital Markets Group
Telex No.: 232337
Answerback: CBC UR
Facsimile No.: ▇▇▇-▇▇▇-▇▇▇▇
Address for delivery of monthly servicing reports to Party A:
JPMorgan Chase Bank
Credit Portfolio Group
c/o ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
e-mail address: ▇▇▇▇.▇.▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇
Address for notice or communications to Party B:
World Financial Network Credit Card Master Note Trust
c/o Chase Manhattan Bank USA, National Association
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Institutional Trust Services
Telephone No.: ▇▇▇-▇▇▇-▇▇▇▇
Facsimile No.: ▇▇▇-▇▇▇-▇▇▇▇
With a copy to:
World Financial Network National Bank
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Treasurer
Telephone No.: ▇▇▇-▇▇▇-▇▇▇▇
Facsimile No.: ▇▇▇-▇▇▇-▇▇▇▇
(b) Process Agent. For the purpose of Section 13(c):
Party A appoints as its Process Agent: Not applicable.
Party B appoints as its Process Agent: Not applicable.
(c) Offices. The provisions of Section 10(a) will apply to this Agreement.
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(d) Multibranch Party. For the purpose of Section 10 of this Agreement:-
Party A is a Multibranch Party and may act through any Office specified
in the Confirmation for a Transaction.
Party B is not a Multibranch Party.
(e) Calculation Agent. The Calculation Agent is Party A unless otherwise
agreed to in writing by Party A or unless Party A is the sole Defaulting
Party with respect to an Event of Default, in which case the Calculation
Agent shall be appointed by the Indenture Trustee. If a party disagrees
with a determination of market value made by the Calculation Agent, such
party shall promptly provide to the Calculation Agent the basis for its
disagreement. The original determination of market value made by the
Calculation Agent shall remain valid unless the Calculation Agent, on the
basis of the information provided by the disputing party, determines
otherwise.
(f) Credit Support Document. Credit Support Document means in relation to
Party A, if applicable: any Third Party Credit Support Document
delivered by Party A. Credit Support Document means in relation to
Party A and Party B, if applicable: any Approved Credit Support
Document. Credit Support Document means in relation to Party B, the
Indenture.
(g) Credit Support Provider.
Credit Support Provider means in relation to Party A: the party
guaranteeing Party A's obligations pursuant to a Third Party Credit
Support Document, if any. Credit Support Provider means in relation to
Party B: Not applicable.
(h) Governing Law. This Agreement will be governed by and construed in
accordance with the laws of the State of New York (without reference to
its conflict of laws doctrine, other than Section 5-1401 of the General
Obligations Law).
(i) Netting of Payments. All amounts payable on the same date, in the same
currency and in respect of the same Transaction shall be netted in
accordance with Section 2(c) of this Agreement. The election contained
in the last paragraph of Section 2(c) of this Agreement shall not apply
for the purposes of this Agreement.
(j) Amendments. Any amendments to the Agreement, Schedule and/or
Confirmation shall be subject to the Rating Agency Condition.
(k) "Affiliate" will have the meaning specified in Section 14 of this
Agreement.
PART 5: Other Provisions
----------------
(a) Additional Agreements. Party A agrees that it shall not enter a
transaction of the type referred to in 5(a)(viii) (Merger Without
Assumption) where the resulting, surviving or transferee entity fails
to assume all of the obligations of Party A hereunder.
(b) Delivery of Confirmations. For each Transaction entered into hereunder,
Party A shall promptly send to Party B a Confirmation via facsimile
transmission. Party B agrees to respond to such Confirmation within two
(2) Local Business Days, either confirming agreement thereto or
requesting a correction of any error(s) contained therein. Failure by
Party A to send a Confirmation or of Party B to respond within such
period shall not affect the validity or enforceability of such
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Transaction. Absent manifest error, there shall be a presumption that
the terms contained in such Confirmation are the terms of the
Transaction.
(c) Recording of Conversations. Each party to this Agreement acknowledges
and agrees to the tape recording of conversations between trading and
marketing personnel of the parties to this Agreement whether by one or
other or both of the parties or their agents, and that any such tape
recordings may be submitted in evidence in any Proceedings relating to
the Agreement.
(d) Furnishing Specified Information. Section 4(a)(iii) is hereby amended
by inserting "promptly upon the earlier of (i)" in lieu of the word
"upon" at the beginning thereof and inserting "or (ii) such party
learning that the form or document is required" before the word "any"
on the first line thereof.
(e) Notice by Facsimile Transmission. Section 12(a) is hereby amended by
inserting the words "2(b)," between the word "Section" and the number
"5" and inserting the words "or 13(c)" between the number "6" and the
word "may" in the second line thereof.
(f) Section 3(a) of this Agreement is amended by (i) deleting the word
"and" at the end of clause (iv); (ii) deleting the period at the end of
clause (v) and inserting therein "; and " ; and (iii) by inserting the
following additional representation:
"(vi) Eligible Contract Participant. It is an `eligible contract
participant' as defined under the Commodity Exchange Act,
Section 1(a)(12)."
(g) Section 3 is revised so as to add the following Section (g) at the end
thereof:
"(g) Relationship Between Parties. Each party represents to the
other party and will be deemed to represent to the other party
on the date on which it enters into a Transaction that (absent
a written agreement between the parties that expressly imposes
affirmative obligations to the contrary for that
Transaction):-
(i) Non-Reliance. It is acting for its own account, and it has made
its own independent decisions to enter into that Transaction
and as to whether that Transaction is appropriate or proper for
it based upon its own judgment and upon advice from such
advisors as it has deemed necessary. It is not relying on any
communication (written or oral) of the other party as
investment advice or as a recommendation to enter into that
Transaction; it being understood that information and
explanations related to the terms and conditions of a
Transaction shall not be considered investment advice or a
recommendation to enter into that Transaction. Further, such
party has not received from the other party any assurance or
guarantee as to the expected results of that Transaction.
(ii) Evaluation and Understanding. It is capable of evaluating and
understanding (on its own behalf or through independent
professional advice), and understands and accepts, the terms,
conditions and risks of that Transaction. It is also capable
of assuming, and assumes, the financial and other risks of
that Transaction.
(iii) Status of Parties. The other party is not acting as an agent,
fiduciary or advisor for it in respect of that Transaction."
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(h) Waiver of Right to Trial by Jury. EACH PARTY HEREBY IRREVOCABLY WAIVES
ANY AND ALL RIGHTS TO TRIAL BY JURY WITH RESPECT TO ANY LEGAL
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY
TRANSACTION CONTEMPLATED HEREBY.
(i) Non-Petition. Party A hereby agrees that it will not, prior to the date
which is one year and one day after all Series 2002-A Notes issued by
Party B pursuant to the Indenture have been paid in full, acquiesce,
petition or otherwise invoke or cause Party B to invoke the process of
any court or governmental authority for the purpose of commencing or
sustaining a case against Party B under any federal or state
bankruptcy, insolvency or similar law or for the purpose of appointing
a receiver, liquidator, assignee, trustee, custodian, sequestrator or
other similar official for Party B or any substantial part of the
property of Party B, or for the purpose of ordering the winding up or
liquidation of the affairs of Party B. Nothing herein shall prevent
Party A from participating in any such proceeding once commenced.
(j) Limited Recourse. The obligations of Party B under this
Agreement are limited recourse obligations of Party B, payable
solely from the Trust Estate (as such term is defined in the
Indenture), subject to and in accordance with the terms of the
Indenture, and, following realization of the Trust Estate, any
claims of Party A against Party B shall be extinguished. No recourse
shall be had for the payment of any amount owing in respect of this
Agreement against the trustee, or any officer, member, director,
employee, security holder or incorporator thereof (each, an
"Affiliated Person") of Party B or its successors or assigns for any
amounts payable under this Agreement. It is understood that the
foregoing provisions shall not (i) prevent recourse to the Trust
Estate for the sums due or to become due under any security,
instrument or agreement which is part of the Trust Estate (subject
to the priority of payments set forth in the Indenture) or (ii)
constitute a waiver, release or discharge of any obligation of Party
B arising under this Agreement until the Trust Estate has been
realized and the proceeds applied in accordance with the Indenture,
whereupon any outstanding obligation of Party B under this Agreement
shall be extinguished.
(k) Transfer. Section 7 of the Agreement is supplemented by the additional
requirement that any transfer or assignment by Party A of its
obligations under the Agreement (including any Confirmation), and any
amendments to the Agreement (including any Confirmation), shall be
subject to the Rating Agency Condition. Party A consents to the pledge
and assignment by Party B of its rights and obligations hereunder and
under any Transaction to the Indenture Trustee pursuant to the
Indenture.
(l) Events of Default. (i) Section 5(a)(i) of the Agreement is amended by
substituting the following therefor: "Failure by the party to make,
when due, any payment under this Agreement or delivery under Section
2(a)(i) or 2(e) required to be made by it within five days of the date
due under this Agreement and, upon at least one Business Days' prior
notice to the other party."
(m) Rating of Party A. Party A represents to Party B that, on the date of
this Agreement, (i) its long-term unsecured debt is rated at or above
"A+" by S&P and "A1" by ▇▇▇▇▇'▇, and (ii) its short-term unsecured debt
is rated at or above "A-1" by S&P and "P-1" by ▇▇▇▇▇'▇.
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(n) Owner Trustee. It is expressly understood and agreed by the
parties hereto that (a) this Agreement is executed and delivered by
Chase Manhattan Bank USA, National Association, not individually or
personally but solely as trustee of Party B in the exercise of the
powers and authority conferred and vested in it under the Amended
and Restated Trust Agreement (as defined in the Indenture), (b) each
of the representations, undertakings and agreements herein made on
the part of Party B are made and intended not as personal
representations, undertakings and agreements by Chase Manhattan Bank
USA, National Association, but are made and intended for the purpose
of binding only Party B, and (c) under no circumstances shall Chase
Manhattan Bank USA, National Association be personally liable for
the payment of any indebtedness or expenses of Party B or be liable
for the breach or failure of any obligation, representations,
warranty or covenant made or undertaken by Party B under this
Agreement.
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Accepted and agreed:
JPMORGAN CHASE BANK WORLD FINANCIAL NETWORK CREDIT
CARD MASTER NOTE TRUST
By: Chase Manhattan Bank USA,
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ National Association, not in its
----------------------- individual capacity, but solely
Name: ▇▇▇▇▇ ▇▇▇▇▇ as Owner Trustee
Title: Vice President
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
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