Exhibit 99.3
OMNIBUS AMENDMENT TO THE SERIES SUPPLEMENTS
OMNIBUS AMENDMENT dated as of February 5, 2002, to the Supplements (as
hereinafter described) to the Pooling and Servicing Agreement dated as of June
1, 1993 and amended and restated as of February 5, 2002, between CHASE
MANHATTAN BANK USA (as successor to Providian National Bank formerly known as
First Deposit National Bank), a banking association organized and existing
under the laws of the United States, as Servicer and as Seller prior to the
Substitution Date ("Chase USA") and CARD ACQUISITION FUNDING LLC, a Delaware
limited liability company, as Transferor on and after the Substitution Date
("LLC"), and BANKERS TRUST COMPANY, a New York banking corporation, as Trustee
("Trustee").
WHEREAS Chase USA (or its predecessors) as Seller and Servicer and
the Trustee have previously entered into (i) the Second and Amended and
Restated Series 1993-3 Supplement dated as of December 1, 1995, as amended by
Amendment No. 1 dated December 1, 1997, as amended by Amendment No. 2 dated as
of October 1, 1998, and as amended by Amendment No. 3 dated April 1, 2001 (the
"Series 1993-1 Supplement"), (ii) the Series 1996-1 Supplement dated as of June
1, 1996, as amended by Amendment No. 1 dated as of April 1, 2001 (the "Series
1996-1 Supplement"), (iii) the Series 1997-1 Supplement dated as of March 1,
1997, as amended by Amendment No. 1 dated as of April 1, 2001 (the "Series
1997-1 Supplement"), (iv) the Series 1997-2 Supplement dated as of March 1,
1997, as amended by Amendment No. 1 dated as of April 1, 2001 (the "Series
1997-2 Supplement"), (v) the Series 1997-4 Supplement dated as of June 1,
1997, as amended by Amendment No. 1 dated as of April 1, 2001 (the "Series
1997-4 Supplement"), (vi) the Series 1999-1 Supplement dated as of June 1,
1999, as amended by Amendment No. 1 dated as of April 1, 2001 (the "Series
1999-1 Supplement"), (vii) the Series 1999-2 Supplement dated as of October 1,
1999, as amended by Amendment No. 1 dated as of April 1, 2001 (the "Series
1999-2 Supplement"), (viii) the Series 2000-1 Supplement dated as of February
1, 2000, as amended by Amendment No. 1 dated as of April 1, 2001 (the "Series
2000-1 Supplement"), (ix) the Series 2000-2 Supplement dated as of August 1,
2000, as amended by Amendment No. 1 dated as of April 1, 2001 (the " Series
2000-2 Supplement"), (x) the Series 2000-3 Supplement dated as of November 1,
2000, as amended by Amendment No. 1 dated as of April 1, 2001 (the "Series
2000-3 Supplement"), (xi) the Series 2001-1 Supplement dated as of December 1,
2001, as amended by Amendment No. 1 dated as of January 9, 2002 (the "Series
2001-1 Supplement") and (xii) the Series 2001-2 Supplement dated as of
December 1, 2001, as amended by Amendment No. 1 dated as of January 9, 2002
(the "Series 2001-2 Supplement") (collectively, the "Supplements");
WHEREAS, Chase USA as Seller and Servicer and the Trustee are parties to
that Pooling and Servicing Agreement dated as of June 1, 1993, as previously
amended (the "Existing Pooling and Servicing Agreement");
WHEREAS, concurrently with the execution of this Amendment, the Existing
Pooling and Servicing Agreement is being amended and restated to provide that
as of February 5, 2002 (the "Substitution Date") LLC will replace Chase USA
as Seller and that the term "Seller"
shall be changed to "Transferor" and to make certain other changes to the
Existing Pooling and Servicing Agreement;
WHEREAS, the Existing Pooling and Servicing Agreement as so amended and
restated is the "Agreement";
WHEREAS Chase USA and the Trustee now wish to amend the Supplements as
set forth herein to provide for the substitution of the LLC for Chase USA as
Transferor on and after the Substitution Date;
NOW, THEREFORE, the parties hereto hereby agree as follows:
ARTICLE I
DEFINITIONS
SECTION 1.01 Defined Terms Not Defined Herein. All capitalized terms used
herein that are not defined herein shall have the meanings ascribed to them in
the respective Supplements or the Agreement, as the case may be.
ARTICLE II
AMENDMENTS TO SUPPLEMENTS
SECTION 2.01 Amendment to Change the Seller. The introductory paragraph
at the beginning of each Supplement is hereby amended to state that each such
Supplement is "among CARD ACQUISITION FUNDING LLC, a Delaware limited
liability company, as Transferor ("Transferor"), CHASE MANHATTAN BANK USA,
NATIONAL ASSOCIATION, a banking association organized and existing under the
laws of the United States, as Seller prior to the Substitution Date and as
Servicer ("Chase USA"), and BANKERS TRUST COMPANY, a New York banking
corporation, as Trustee."
All references in each Supplement to the term "Seller" prior to the
Substitution Date, will be references to Chase USA and, on and after the
Substitution Date, be references to LLC, its successors and assigns, as
Transferor under the Agreement, and any Additional Transferors.
SECTION 2.02 Amendment to Section 4.05. (a) The first paragraph of
Section 4.05 of the Series 1999-1 Supplement, the Series 1999-2 Supplement,
the Series 2000-1 Supplement, the Series 2000-2 Supplement, the Series 2000-3
Supplement, the Series 2001-1 Supplement and the Series 2001-2 Supplement is
hereby amended by deleting the following parenthetical phase: "(if the Seller
is the Servicer and the Collection Account is maintained with the Seller)."
(b) The first paragraph of Section 4.05 of the Series 1996-1 Supplement,
the Series 1997-1 Supplement, the Series 1997-2 Supplement and the Series
1997-4 Supplement is hereby amended by deleting the following parenthetical
phase: "(if FDNB is the Servicer and the Collection Account is maintained with
FDNB)."
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(c) The first paragraph of Section 4.05 of the Series 1993-3 Supplement
is hereby amended by deleting the following parenthetical phase: "(if FDNB is
the Servicer and the Collection Account, the Interest Account, the Principal
Funding Account or the Proceeds Account, as the case may be, is maintained
with FDNB)."
SECTION 2.03 Amendment to Article VI of the Supplements (excluding the
Series 1993-3 Supplement). Article VI of each Supplement (excluding the Series
1993-3 Supplement) is hereby amended by adding a Section 6.02 to read as
follows:
"SECTION 6.02. Optional Pay Out Event. The following event (as
determined by the Servicer) shall be deemed to be a Pay Out Event
solely with respect to this Series:
failure on the part of any Account Owner to duly observe or perform
in any material respect any covenants or agreements of such Account
Owner set forth in any Receivables Purchase Agreement, which failure
has a material adverse effect on the Investor Certificateholders and
which continues unremedied for a period of 60 days after the date on
which written notice of such failure, requiring the same to be
remedied, shall have been given to the Transferor by the Trustee (or
to the Transferor and the Trustee by the Holder of the Investor
Certificateholders) and continues to materially and adversely affect
the interests of the Investor Certificateholders; provided that in
the case of this paragraph, after the applicable grace period, the
Holders of Investor Certificates evidencing more than 50% of the
outstanding principal amount of the Investor Certificates by notice
then given in writing to the Transferor and the Servicer (and the
Trustee if given by the Investor Certificateholders), declare that a
Pay Out Event has occurred with respect to this Series as of the
date of such notice."
SECTION 2.04 Amendment to Article VII of the Series 1993-3 Supplement.
Article VII of the Series 1993-3 Supplement is hereby amended by adding a
Section 7.02 to read as follows:
"SECTION 7.02. Optional Pay Out Event. The following event (as
determined by the Servicer) shall be deemed to be a Pay Out Event
solely with respect to this Series:
failure on the part of any Account Owner to duly observe or perform
in any material respect any covenants or agreements of such Account
Owner set forth in any Receivables Purchase Agreement, which failure
has a material adverse effect on the Investor Certificateholders and
which continues unremedied for a period of 60 days after the date on
which written notice of such failure, requiring the same to be
remedied, shall have been given to the Transferor by the Trustee (or
to the Transferor and the Trustee by the Holder of the Investor
Certificateholders) and continues to materially and adversely affect
the interests of the Investor Certificateholders; provided that in
the case of this paragraph, after the applicable grace period, the
Holders of Investor Certificates evidencing more than 50% of the
outstanding principal amount of the Investor Certificates by notice
then given in
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writing to the Transferor and the Servicer (and the Trustee if given
by the Investor Certificateholders), declare that a Pay Out Event
has occurred with respect to this Series as of the date of such
notice."
SECTION 2.05 Amendment to Section 7.01 of the Supplements (excluding the
Series 1993-3 Supplement).
Section 7.01(a) of each of the Supplements (excluding the Series 1993-3
Supplement) is hereby amended by inserting the phrase "so long as the
Transferor is an Affiliate of the Servicer" between the words "the Seller
shall" and "have the option."
SECTION 2.06 Amendment to Section 8.02 of the Series 1993-3 Supplement.
Section 8.02(a) of the Series 1993-3 Supplement is hereby amended by
inserting the phrase "so long as the Transferor is an Affiliate of the
Servicer" between the words "the Seller shall" and "have the option."
ARTICLE III
ASSUMPTION AND RATIFICATION
SECTION 3.01 Assumption and Ratification. By execution of this Amendment,
LLC hereby expressly assumes as of and after the Substitution Date all of the
obligations of the Transferor under each Supplement. Chase USA is hereby
released from any obligations, as Transferor.
ARTICLE IV
MISCELLANEOUS
SECTION 4.01 Ratification of Supplements. As amended by this Amendment,
the Supplements are in all respects ratified and confirmed and each
Supplement, as amended by this Amendment, shall be read, taken and construed
as one and the same instrument.
SECTION 4.02 Amendment. The Supplements may be amended from time to time
only if the conditions set forth in Section 13.01 of the Agreement are
satisfied.
SECTION 4.03 Counterparts. This Amendment 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 shall constitute one and the same
instrument.
SECTION 4.04 GOVERNING LAW. THIS AMENDMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS
AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH
SUCH LAWS.
SECTION 4.05 Amendment Number. This Amendment shall constitute Amendment
No. 4 to the Series 1993-3 Supplement, Amendment No. 2 to each of the Series
1996-1
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Supplement, the Series 1997-1 Supplement, the Series 1997-2 Supplement,
the Series 1997-4 Supplement, the Series 1999-1 Supplement, the Series 1999-2
Supplement, the Series 2000-1 Supplement, the Series 2000-2 Supplement, the
Series 2000-3 Supplement, the Series 2001-1 Supplement and the Series 2001-2
Supplement.
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IN WITNESS WHEREOF, Chase Manhattan Bank USA as Seller prior to the
Substitution Date and as the Servicer, Card Acquisition Funding LLC, as
Transferor on and after the Substitution Date, and the Trustee have caused
this Amendment to be duly executed by their respective officers as of the day
and year first above written.
CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION,
as Seller prior to the Substitution Date and Servicer
By /s/ Michael J. Barrett
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Name: Michael J. Barrett
Title: President
CARD ACQUISITION FUNDING LLC,
Transferor on and after the Substitution Date,
By /s/ Keith Schuck
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Name: Keith Schuck
Title: President
BANKERS TRUST COMPANY, not in its individual capacity
but solely as Trustee,
By /s/ Peter Becker
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Name: Peter Becker
Title: Assistant Vice President
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