EXHIBIT 4.3
FIFTH SUPPLEMENTAL INDENTURE
TO
MASTER INDENTURE
FIFTH SUPPLEMENTAL INDENTURE TO MASTER INDENTURE, dated as of
September 16, 2004 (this "Supplemental Indenture"), between FNANB CREDIT CARD
MASTER NOTE TRUST, a statutory trust organized and existing under the laws of
the State of Delaware (the "Issuer"), and JPMORGAN CHASE BANK, a bank organized
and existing under the laws of the State of New York ("JPMorgan"), not in its
individual capacity, but solely as Indenture Trustee (together with its
successors in the trusts thereunder as provided in the Master Indenture referred
to below, the "Indenture Trustee").
PRELIMINARY STATEMENTS
WHEREAS, the Issuer and the Indenture Trustee are parties to a
Master Indenture dated as of July 1, 2002 (as supplemented, the "Master
Indenture") relating to the issuance of asset backed notes by the FNANB Credit
Card Master Note Trust; and
WHEREAS, the Issuer and the Indenture Trustee are entering into this
Supplemental Indenture to amend the Master Indenture as set forth herein;
NOW, THEREFORE, in consideration of the mutual agreements contained
herein, the Issuer and the Indenture Trustee agree as follows:
Section 1. Definitions. All terms used in the Preliminary Statements
or elsewhere in this Supplemental Indenture that are defined in the Master
Indenture have the meanings assigned to them therein, except to the extent such
terms are amended or modified in this Supplemental Indenture.
Section 2. Amendment of Section 4.3. Section 4.3 subsection (c)(i)
of the Master Indenture shall be and hereby is amended by deleting the
parenthetical provision "(such deposit to be made from other than the
Transferor's funds)" from such subsection.
Section 3. Incorporation of Master Indenture. The Master Indenture
as amended by this Supplemental Indenture is hereby incorporated by reference
and forms a part of this instrument with the same force and effect as if set
forth in full herein. In the event that any term or provision contained herein
shall conflict or be inconsistent with any term or provision contained in the
Master Indenture, the terms and provisions of this Supplemental Indenture shall
govern. After the date hereof, any reference to the Master Indenture shall mean
the Master Indenture as amended by this Supplemental Indenture.
Section 4. Ratification of Master Indenture. As amended by this
Supplemental Indenture, the Master Indenture is in all respects ratified and
confirmed, and the Master Indenture and this Supplemental Indenture shall be
read, taken and construed as one and the same instrument.
Section 5. Counterparts. This Supplemental Indenture may be executed
in two or more counterparts (and by different parties on separate counterparts),
each of which shall be an original, but all of which together shall constitute
one and the same instrument.
Section 6. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT
REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN SECTION 5-1401 OF THE
GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
2
IN WITNESS WHEREOF, the Issuer and the Indenture Trustee have caused
this Supplemental Indenture to be duly executed by their respective officers as
of the day and year first above written.
FNANB CREDIT CARD MASTER NOTE TRUST,
as Issuer
By: WILMINGTON TRUST COMPANY,
not in its individual capacity but solely as
Owner Trustee
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
______________________________
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Financial Services Officer
JPMORGAN CHASE BANK,
not in its individual capacity but solely as
Indenture Trustee
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
______________________________
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
Title: Vice President
Acknowledged and Accepted:
FLEET BANK (RI), NATIONAL ASSOCIATION,
as Transferor and as Servicer
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, III
________________________________
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, III
Title: President
Consent Enhancement Provider:
AMBAC ASSURANCE CORPORATION,
as Enhancement Provider with respect to
all outstanding Series hereby consent to
this Supplemental Indenture.
AMBAC ASSURANCE CORPORATION
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
_______________________________
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
