Exhibit 4.1
CARD ACQUISITION FUNDING LLC,
and
CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION
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FIRST AMENDMENT
Dated as of July 9, 2003
to
RECEIVABLES PURCHASE AGREEMENT
Dated as of February 5, 2002
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FIRST AMENDMENT, dated as of July 9, 2003 (the "First Amendment"), to the
RECEIVABLES PURCHASE AGREEMENT (the "Agreement"), dated as of February 5,
2002, by and between CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION, a banking
corporation organized and existing under the laws of the United States
(together with its permitted successors and assigns ("Chase USA")), and CARD
ACQUISITION FUNDING LLC, a Delaware limited liability company (together with
its permitted successors and assigns (the "Purchaser")).
WHEREAS, Section 9.01 of the Agreement provides that the Purchaser and
Chase USA may amend the Agreement from time to time;
WHEREAS, the Purchaser and Chase USA desire to amend the Agreement as set
forth below; and
WHEREAS, all conditions precedent to the execution of the First Amendment
have been complied with;
NOW, THEREFORE, the Purchaser and Chase USA are executing and delivering
the First Amendment in order to amend the Agreement in the manner set forth
below.
Capitalized terms used but not defined herein shall have the meanings
assigned to them in the Amended and Restated Pooling and Servicing Agreement,
dated as of June 1, 1993 and amended and restated as of February 5, 2002 (as
amended and supplemented through the date hereof, the "Pooling and Servicing
Agreement"), by and among the Purchaser, as Transferor, Chase USA, as
Servicer, and The Bank of New York, as Trustee.
SECTION 1. Amendment to SECTION 1.01. (a) SECTION 1.01 of the Agreement shall
be amended to delete the definition therein of "Recoveries" and replace it
with the following definition of "Recoveries":
"'Recoveries' shall mean with respect to any Monthly Period the
greater of
(a) the lesser of
(i) all amounts recorded as recoveries during such Monthly
Period by the Servicer with respect to Receivables which have
previously become Defaulted Receivables and
(ii) the excess, if any of (1) all amounts recorded as
recoveries on the Bank Portfolio by the Servicer during such
Monthly Period and (2) the amount classified as "Recoveries"
pursuant to the Third Amended and Restated Pooling and
Servicing Agreement, dated as of March 31, 2001 by and among
Chase Manhattan Bank USA, National Association, as Transferor,
JPMorgan Chase Bank, as Servicer, and The Bank of New York, as
Trustee, as the same has been and may hereafter be amended,
modified or otherwise supplemented from time to time, and
(b) the product of (i) all amounts recorded as recoveries on
the Bank Portfolio by the Servicer during such Monthly Period and
(ii) a fraction, the numerator which shall be the Defaulted
Receivables for such Monthly Period and the denominator of which
shall be the aggregate amount of Principal Receivables in the Bank
Portfolio which were charged off by the Servicer as uncollectible
for such Monthly Period."
SECTION 2. No Waiver. The execution and delivery of the First Amendment shall
not constitute a waiver of a past default under the Agreement or impair any
right consequent thereon.
SECTION 3. Agreement in Full Force and Effect as Amended. Except as
specifically amended or waived hereby, all of the terms and conditions of the
Agreement shall remain in full force and effect. All references to the
Agreement in any other document or instrument shall be deemed to mean such
Agreement as amended by the First Amendment. The First Amendment shall not
constitute a novation of the Agreement, but shall constitute an amendment
thereof. The parties hereto agree to be bound by the terms and obligations of
the Agreement, as amended by the First Amendment, as though the terms and
obligations of the Agreement were set forth herein.
SECTION 4. Counterparts. The First 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 5. GOVERNING LAW. THE FIRST 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 6. Effective Date. The First Amendment shall become effective as of
the first day of June 2003.
IN WITNESS WHEREOF, the Purchaser and Chase USA have caused the First
Amendment to be duly executed by their respective officers, thereunto duly
authorized, as of the day and year first above written.
CARD ACQUISITION FUNDING LLC
By: /s/ Patricia Garvey
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Name: Patricia Garvey
Title: Vice President
CHASE MANHATTAN BANK USA,
NATIONAL ASSOCIATION
By: /s/ Keith Schuck
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Name: Keith Schuck
Title: Senior Vice President