EXHIBIT 4.10
CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION
Transferor on and after June 1, 1996 and Servicer
and
THE BANK OF NEW YORK,
Trustee
on behalf of the Certificateholders
of Chase Credit Card Master Trust
(formerly Chemical Master Credit Card Trust I)
________________________________________
FOURTH AMENDMENT
Dated as of October 15, 2004
to
THIRD AMENDED AND RESTATED
POOLING AND SERVICING AGREEMENT
Dated as of November 15, 1999
____________________________________________
FOURTH AMENDMENT, dated as of October 15, 2004 (the "Fourth
Amendment"), to THIRD AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT,
dated as of November 15, 1999, by and among CHASE MANHATTAN BANK USA,
NATIONAL ASSOCIATION ("Chase USA"), as Transferor on and after June 1, 1996
and as Servicer and THE BANK OF NEW YORK, as Trustee (as amended by the
First Amendment dated as of March 31, 2001, the Second Amendment dated as
of March 1, 2002 and the Third Amendment dated as of July 15, 2004 and as
supplemented the "Pooling and Servicing Agreement").
WHEREAS, Section 13.1(b) of the Pooling and Servicing Agreement
provides that the Servicer, the Transferor and the Trustee, without the
consent of the Certificateholders, may amend the Pooling and Servicing
Agreement from time to time upon the satisfaction of certain conditions;
WHEREAS, the Servicer, the Transferor and the Trustee desire to
amend the Pooling and Servicing Agreement as set forth below; and
WHEREAS, all conditions precedent to the execution of this
Fourth Amendment have been complied with;
NOW, THEREFORE, the Servicer, the Transferor and the Trustee
are executing and delivering this Fourth Amendment in order to amend the
Pooling and Servicing Agreement in the manner set forth below.
Capitalized terms used but not defined herein shall have the
meanings assigned to them in the Pooling and Servicing Agreement.
SECTION 1. Amendment to Section 1.1. Section 1.1 of the Pooling
and Servicing Agreement is hereby amended by adding the following defined
term in appropriate alphabetical order:
" `Servicer Rating Event' shall mean the Servicer's
failure to maintain a short-term credit rating of at least "A-1"
by Standard and Poor's and "P-1" by ▇▇▇▇▇'▇ and, if rated by
Fitch, at least "F1" by Fitch (or such other rating below "A-1"
or "P-1," or to the extent rated by Fitch, "F1," as the case may
be, which is acceptable to the applicable Rating Agency)."
SECTION 2. Amendment to Section 2.6(a)(i). Section 2.6(a)(i) of
the Pooling and Servicing Agreement is hereby amended by inserting the
following at the end of the first sentence:
"; provided, however, that in the event of a
Servicer Rating Event, the Transferor Interest and sum of the
aggregate amount of Principal Receivables will be determined
on a daily basis in accordance with a method to be
determined by the Servicer, subject to satisfaction of the Rating
Agency Condition"
SECTION 3. No Waiver. The execution and delivery of this Fourth
Amendment shall not constitute a waiver of a past default under the Pooling
and Servicing Agreement or impair any right consequent thereon.
SECTION 4. Pooling and Servicing Agreement in Full Force and
Effect as Amended. Except as specifically amended or waived hereby, all of
the terms and conditions of the Pooling and Servicing Agreement shall
remain in full force and effect. All references to the Pooling and
Servicing Agreement in any other document or instrument shall be deemed to
mean such Pooling and Servicing Agreement as amended by this Fourth
Amendment. This Fourth Amendment shall not constitute a novation of the
Pooling and Servicing Agreement, but shall constitute an amendment thereof.
The parties hereto agree to be bound by the terms and obligations of the
Pooling and Servicing Agreement, as amended by this Fourth Amendment, as
though the terms and obligations of the Pooling and Servicing Agreement
were set forth herein.
SECTION 5. Counterparts. This Fourth Amendment may be executed
simultaneously in any number of counterparts, each of which counterparts
shall be deemed to be an original, and all of which counterparts shall
constitute one and the same instrument.
SECTION 6. GOVERNING LAW. THIS FOURTH AMENDMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS.
SECTION 7. Effective Date. This Fourth Amendment shall become
effective as of the day and year first above written.
IN WITNESS WHEREOF, the Servicer, the Transferor and the
Trustee have caused this Fourth Amendment to be duly executed by their
respective officers, thereunto duly authorized, as of the day and year
first above written.
CHASE MANHATTAN BANK USA,
NATIONAL ASSOCIATION
Transferor on and after June 1,1996
By:________________________________
Name:
Title:
THE BANK OF NEW YORK,
Trustee
By:________________________________
Name:
Title: