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Exhibit 4.6
EXECUTION COPY
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ASSOCIATES CREDIT CARD MASTER NOTE TRUST
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ASSOCIATES CREDIT CARD MASTER NOTE TRUST
Issuer
and
ASSOCIATES NATIONAL BANK (DELAWARE)
Administrator
ADMINISTRATION AGREEMENT
Dated as of April 1, 2000
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TABLE OF CONTENTS
PAGE
1. DUTIES OF ADMINISTRATOR.................................................................................2
2. RECORDS.................................................................................................6
3. COMPENSATION............................................................................................6
4. ADDITIONAL INFORMATION TO BE FURNISHED TO ISSUER........................................................6
5. INDEPENDENCE OF ADMINISTRATOR...........................................................................6
6. NO JOINT VENTURE........................................................................................6
7. OTHER ACTIVITIES OF ADMINISTRATOR.......................................................................7
8. TERM OF AGREEMENT; RESIGNATION AND REMOVAL OF ADMINISTRATOR.............................................7
9. ACTION UPON TERMINATION, RESIGNATION OR REMOVAL.........................................................8
10. NOTICES.................................................................................................8
11. AMENDMENTS..............................................................................................9
12. SUCCESSORS AND ASSIGNS..................................................................................9
13. GOVERNING LAW..........................................................................................10
14. HEADINGS...............................................................................................10
15. COUNTERPARTS...........................................................................................10
16. SEVERABILITY...........................................................................................10
17. NOT APPLICABLE TO ANB IN OTHER CAPACITIES..............................................................10
18. LIMITATION OF LIABILITY OF OWNER TRUSTEE...............................................................10
19. THIRD-PARTY BENEFICIARY................................................................................10
20. NONPETITION COVENANTS..................................................................................11
21. SUCCESSOR ADMINISTRATOR................................................................................11
EXHIBIT A - Form of Power of Attorney
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ADMINISTRATION AGREEMENT, dated as of April 1, 2000 (the
"ADMINISTRATION AGREEMENT"), between ASSOCIATES CREDIT CARD MASTER NOTE TRUST, a
business trust organized and existing under the laws of the State of Delaware
(herein, the "ISSUER"), and ASSOCIATES NATIONAL BANK (DELAWARE), a national
banking association ("ANB"), as administrator (herein, the "ADMINISTRATOR").
W I T N E S S E T H :
WHEREAS, the Issuer has entered into a Master Indenture, dated as of
April 1, 2000 (as amended, modified or supplemented from time to time in
accordance with the provisions thereof, the "INDENTURE"), between the Issuer and
The Bank of New York, a banking corporation organized and existing under the
laws of the State of New York, as indenture trustee (the "INDENTURE TRUSTEE") to
provide for the issuance of its asset backed notes (the "Notes") from time to
time pursuant to one or more indenture supplements;
WHEREAS, the Issuer has entered into certain agreements in connection
with the issuance of the Notes, the issuance of the beneficial ownership
interest of the Issuer and transactions related thereto, including (i) a
Transfer and Servicing Agreement, dated as of April 1, 2000 (as amended,
modified or supplemented from time to time in accordance with the provisions
thereof, the "TRANSFER AND SERVICING AGREEMENT"), among Associates Credit Card
Receivables Corp., as Transferor (the "TRANSFEROR"), ANB, as Servicer (in such
capacity, the "SERVICER"), and the Issuer, (ii) a Trust Agreement, dated April
1, 2000 (the "TRUST AGREEMENT"), among the Transferor, as transferor, and
Wilmington Trust Company, as owner trustee, and (iii) the Indenture (the
Transfer and Servicing Agreement, the Trust Agreement, the Indenture and any
related Indenture Supplement being hereinafter referred to collectively as the
"RELATED AGREEMENTS") (capitalized terms used herein and not defined herein
shall have the meanings assigned to such terms in the Transfer and Servicing
Agreement, or if not defined therein, in the Indenture);
WHEREAS, pursuant to the Related Agreements, the Issuer and the Owner
Trustee are required to perform certain duties in connection with (a) the Notes
and the collateral therefor pledged pursuant to the Indenture (the "COLLATERAL")
and (b) the beneficial ownership interest in the Issuer (the holder of such
interest being referred to herein as the "OWNER");
WHEREAS, the Issuer and the Owner Trustee desire to have the
Administrator perform certain of the duties of the Issuer and the Owner Trustee
referred to in the preceding clause, and to provide such additional services
consistent with the terms of this Agreement and the Related Agreements as the
Issuer and the Owner Trustee may from time to time request; and
WHEREAS, the Administrator has the capacity to provide the services
required hereby and is willing to perform such services for the Issuer and the
Owner Trustee on the terms set forth herein;
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NOW, THEREFORE, in consideration of the mutual covenants contained
herein, and other good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the parties agree as follows:
1. Duties of Administrator.
(a) Duties with Respect to the Related Agreements.
The Administrator shall consult with the Owner Trustee regarding the
duties of the Issuer and the Owner Trustee under the Related Agreements. The
Administrator shall monitor the performance of the Issuer and shall advise the
Owner Trustee when action is necessary to comply with the Issuer's or the Owner
Trustee's duties under the Related Agreements. The Administrator shall prepare
for execution by the Issuer or the Owner Trustee or shall cause the preparation
by other appropriate persons of all such documents, reports, filings,
instruments, orders, certificates and opinions as it shall be the duty of the
Issuer or the Owner Trustee to prepare, file or deliver pursuant to any Related
Agreement. In furtherance of the foregoing, the Administrator shall take all
appropriate action that it is the duty of the Issuer or the Owner Trustee to
take pursuant to the Indenture including, without limitation, such of the
foregoing as are required with respect to the following matters under the
Indenture (references are to sections of the Indenture):
(A) the preparation of or obtaining of the documents and instruments
required for execution, authentication and delivery of the Notes (whether
upon initial issuance, transfer or exchange, or otherwise), if any, and
delivery of the same to the Indenture Trustee (if applicable) (Sections
2.03, 2.05, 2.06, 2.12(c) or 2.15);
(B) the duty to cause the Note Register to be kept, to appoint a
successor Transfer Agent and Registrar, if necessary, and to give the
Indenture Trustee notice of any appointment of a new Transfer Agent and
Registrar and the location, or change in location, of the Note Register
(Section 2.05);
(C) the furnishing of the Indenture Trustee, the Servicer, any
Noteholder or the Paying Agent with the names and addresses of Noteholders
after receipt of a written request therefor from the Indenture Trustee, the
Servicer, any Noteholder or the Paying Agent, respectively, or as otherwise
specified in the Indenture (Sections 2.09(a) and 7.01);
(D) the preparation, obtaining or filing of the instruments, opinions
and certificates and other documents required for the release of collateral
(Section 2.11);
(E) the duty to cause the Issuer to maintain an office or agency within
the Borough of Manhattan, City of New York (and as otherwise set forth in
an Indenture Supplement) and to give the Indenture Trustee and the
Noteholders notice of the location, or change in location, of such office
or agency (Section 3.02);
(F) the duty to direct the Indenture Trustee to deposit with any Paying
Agent the sums specified in the Indenture and the preparation of an Issuer
Order directing the investment of such funds in Eligible Investments
(Section 3.03);
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(G) the duty to cause newly appointed Paying Agents, if any, to deliver
to the Indenture Trustee the instrument specified in the Indenture
regarding funds held in trust (Section 3.03);
(H) the direction to Paying Agents to pay to the Indenture Trustee all
sums held in trust by such Paying Agents (Section 3.03);
(I) the duty to cause the Issuer to keep in full force its existence,
rights and franchises as a Delaware business trust and the obtaining and
preservation of the Issuer's qualification to do business in each
jurisdiction in which such qualification is or shall be necessary to
protect the validity and enforceability of the Indenture, the Notes, the
Collateral and each other related instrument and agreement (Section 3.04);
(J) the preparation of all supplements, amendments, financing
statements, continuation statements, if any, instruments of further
assurance and other instruments necessary to protect, maintain and enforce
the Collateral (Section 3.05);
(K) the obtaining of the Opinion of Counsel on the Series Issuance Date
and the annual delivery of Opinions of Counsel as to the Collateral, and
the annual delivery of the Officer's Certificate (Section 3.06);
(L) the identification to the Indenture Trustee in an Officer's
Certificate of a Person with whom the Issuer has contracted to assist it in
performing its duties under the Indenture (Section 3.07(b));
(M) causing the delivery of notice by the Indenture Trustee to the
Rating Agencies of the occurrence of any Servicer Default of which the
Issuer has knowledge and the action, if any, being taken in connection with
such default (Section 3.07(d));
(N) the delivery to the Indenture Trustee, within 120 days after the
end of each fiscal year of the Issuer of an Officer's Certificate with
respect to various matters relating to compliance with the Indenture
(Section 3.09);
(O) the preparation and obtaining of documents, certificates, opinions
and instruments required in connection with the consolidation or merger by
the Issuer with or into any other Person or the sale of the Issuer's assets
substantially as an entirety to any Person (Section 3.10);
(P) the delivery of notice to the Indenture Trustee and the Rating
Agencies of (1) each Event of Default, (2) each default by the Servicer or
the Transferor under the Transfer and Servicing Agreement and (3) each
default by a Seller under a Receivables Purchase Agreement or the
Transferor Purchase Agreement, as applicable (Section 3.19);
(Q) the monitoring of the Issuer's obligations as to the satisfaction
and discharge of the Indenture and the preparation of an Officer's
Certificate and the obtaining of the Opinion of Counsel and the Independent
Certificate relating thereto (Section 4.01);
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(R) the compliance with any directive of the Indenture Trustee with
respect to the sale of the Collateral if an Event of Default shall have
occurred and be continuing and the Notes have been accelerated (Section
5.05);
(S) the preparation of an Officer's Certificate to be delivered to the
Indenture Trustee and the deliverance of such Officer's Certificate to the
Noteholders (Section 6.03(b));
(T) the removal of the Indenture Trustee, if necessary and in
compliance with the Indenture, and the appointment of a successor (Section
6.08);
(U) the preparation of various reports to be filed with the Indenture
Trustee and the Commission, as applicable (Section 7.03);
(V) notifying the Indenture Trustee if and when the Notes are listed on
any stock exchange (Section 7.04);
(W) the preparation of an Issuer Order and Officer's Certificate and
the obtaining of an Opinion of Counsel and Independent Certificates, if
necessary, for the release of the Collateral (Sections 8.09 and 8.10);
(X) the preparation of Issuer Orders, agreements, certificates,
instruments, consents and other documents and the obtaining of Opinions of
Counsel with respect to the execution of supplemental indentures (Sections
3.07(f), 10.01, 10.02 and 10.03);
(Y) the execution of new Notes conforming to any supplemental indenture
(Section 10.06);
(Z) in connection with a Defeasance, compliance with the provisions of
Section 11.04 of the Indenture (Section 11.04);
(AA) the preparation of all Officers' Certificates, Opinions of Counsel
and, if necessary, Independent Certificates with respect to any requests by
the Issuer to the Indenture Trustee to take any action under the Indenture
(Section 12.01(a));
(BB) the preparation and delivery of Officers' Certificates and the
obtaining of Independent Certificates, if necessary, in connection with the
deposit of any Collateral or other property or securities with the
Indenture Trustee that is to be made the basis for the release of property
from the lien of the Indenture (Section 12.01(b));
(CC) the preparation and delivery to Noteholders and the Indenture
Trustee of any agreements with respect to alternate payment and notice
provisions (Section 12.06); and
(DD) compliance with the provisions of the Transfer and Servicing
Agreement, Indenture Supplement and Trust Agreement applicable to the
Issuer.
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(b) Additional Duties.
(i) In addition to the duties of the Administrator set forth above, but
subject to Sections 1(c)(ii) and 5, the Administrator shall perform all duties
and obligations of the Issuer under the Related Agreements and shall perform
such calculations and shall prepare for execution by the Issuer and shall cause
the preparation by other appropriate persons of all such documents, reports,
filings, instruments, certificates and opinions as it shall be the duty of the
Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related
Agreements and shall administer the Trust in the interest of the holders of the
Transferor Certificates, and at the request of the Issuer shall take all
appropriate action that it is the duty of the Issuer or the Owner Trustee to
take pursuant to the Related Agreements. Subject to Sections 1(c)(ii) and 5 of
this Agreement, and in accordance with the directions of the Issuer, the
Administrator shall administer, perform or supervise the performance of such
other activities in connection with the Collateral (including the Related
Agreements) as are not covered by any of the foregoing provisions and as are
expressly requested by the Owner Trustee and are reasonably within the
capability of the Administrator.
(ii) The Administrator shall perform any duties expressly required to be
performed by the Administrator under the Trust Agreement.
(iii) In carrying out the foregoing duties or any of its other obligations
under this Agreement, the Administrator may enter into transactions with or
otherwise deal with any of its Affiliates; provided, however, that the terms of
any such transactions or dealings shall be in accordance with any directions
received from the Issuer and shall be, in the Administrator's opinion, no less
favorable to the Issuer than would be available from unaffiliated parties.
(iv) It is the intention of the parties hereto that the Administrator
shall, and the Administrator hereby agrees to, prepare, file and deliver on
behalf of the Issuer all such documents, reports, filings, instruments,
certificates and opinions as it shall be the duty of the Issuer to prepare, file
or deliver pursuant to the Related Agreements. In furtherance thereof, the Owner
Trustee shall, on behalf of the Issuer, execute and deliver to the Administrator
and its agents, and to each successor Administrator appointed pursuant to the
terms hereof, one or more powers of attorney substantially in the form of
Exhibit A hereto, appointing the Administrator the attorney-in-fact of the
Issuer for the purpose of executing on behalf of the Issuer all such documents,
reports, filings, instruments, certificates and opinions.
(c) Non-Ministerial Matters.
(i) With respect to matters that in the reasonable judgment of the
Administrator are non-ministerial, the Administrator shall not take any action
unless within a reasonable time before the taking of such action, the
Administrator shall have notified the Transferor of the proposed action and the
Transferor shall not have withheld consent or provided an alternative direction.
For the purpose of the preceding sentence, "non-ministerial matters" shall
include, without limitation:
(A) the amendment of or any supplement to the Indenture;
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(B) the initiation of any claim or lawsuit by the Issuer and the
compromise of any action, claim or lawsuit brought by or against the Issuer
(other than in connection with the collection or enforcement of the
Collateral);
(C) the amendment, change or modification of the Related Agreements;
(D) the appointment of successor Transfer Agent and Registrars,
successor Paying Agents and successor Indenture Trustees pursuant to the
Indenture or the appointment of successor Administrators, or the consent to
the assignment by the Transfer Agent and Registrar, Paying Agent or
Indenture Trustee of its obligations under the Indenture; and
(E) the removal of the Indenture Trustee.
(ii) Notwithstanding anything to the contrary in this Agreement, the
Administrator shall not be obligated to, and shall not, (x) make any payments
from its own funds to the Noteholders, the Owner or any other Person under the
Related Agreements, (y) sell the Collateral pursuant to Section 5.05 of the
Indenture other than pursuant to a written directive of the Indenture Trustee or
(z) take any other action that the Issuer directs the Administrator not to take
on its behalf.
2. Records. The Administrator shall maintain appropriate books of
account and records relating to services performed hereunder, which books of
account and records shall be accessible for inspection by the Issuer, the Owner
Trustee, the Indenture Trustee, the Servicer and the Transferor at any time
during normal business hours.
3. Compensation. As compensation for the performance of the
Administrator's obligations under this Agreement, the Administrator shall be
entitled to $100 per month which shall be payable in accordance with subsection
3.01(e) of the Transfer and Servicing Agreement. The Transferor shall be
responsible for payment of the Administrator's fees (to the extent not paid
pursuant to Section 3.01 of the Transfer and Servicing Agreement).
4. Additional Information to be Furnished to Issuer. The Administrator
shall furnish to the Issuer from time to time such additional information
regarding the Collateral as the Issuer shall reasonably request.
5. Independence of Administrator. For all purposes of this Agreement,
the Administrator shall be an independent contractor and shall not be subject to
the supervision of the Issuer or the Owner Trustee with respect to the manner in
which it accomplishes the performance of its obligations hereunder. Unless
expressly authorized by the Issuer, the Administrator shall have no authority to
act for or represent the Issuer or the Owner Trustee in any way and shall not
otherwise be deemed an agent of the Issuer or the Owner Trustee.
6. No Joint Venture. Nothing contained in this Agreement shall (i)
constitute the Administrator and either of the Issuer or the Owner Trustee as
members of any partnership, joint venture, association, syndicate,
unincorporated business or other separate entity, (ii) be construed to impose
any liability as such on any of them or (iii) be deemed to confer on any of them
any express, implied or apparent authority to incur any obligation or liability
on behalf of the others.
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7. Other Activities of Administrator. Nothing herein shall prevent the
Administrator or its affiliates from engaging in other businesses or, in its
sole discretion, from acting in a similar capacity as an administrator for any
other person or entity even though such person or entity may engage in business
activities similar to those of the Issuer, the Owner Trustee or the Indenture
Trustee.
8. Term of Agreement; Resignation and Removal of Administrator.
(a) This Agreement shall continue in force until the termination of the
Issuer, upon which event this Agreement shall automatically terminate.
(b) Subject to Sections 8(e) and (f), the Administrator may resign its
duties hereunder by providing the Issuer with at least sixty (60) days prior
written notice.
(c) Subject to Sections 8(e) and (f), the Issuer may remove the
Administrator without cause by providing the Administrator with at least sixty
(60) days prior written notice.
(d) Subject to Sections 8(e) and (f), at the sole option of the Issuer, the
Administrator may be removed immediately upon written notice of termination from
the Issuer to the Administrator if any of the following events shall occur:
(i) the Administrator shall default in the performance of any of its duties
under this Agreement and, after notice of such default, shall not cure such
default within thirty (30) days (or, if such default cannot be cured in such
time, shall not give within thirty (30) days such assurance of cure as shall be
reasonably satisfactory to the Issuer);
(ii) a court having jurisdiction in the premises shall enter a decree or
order for relief, and such decree or order shall not have been vacated within
sixty (60) days, in respect of the Administrator in any involuntary case under
any applicable bankruptcy, insolvency or other similar law now or hereafter in
effect or appoint a receiver, conservator, liquidator, assignee, custodian,
trustee, sequestrator or similar official for the Administrator or any
substantial part of its property or order the winding-up or liquidation of its
affairs; or
(iii) the Administrator shall commence a voluntary case under any
applicable bankruptcy, insolvency or other similar law now or hereafter in
effect, shall consent to the entry of an order for relief in an involuntary case
under any such law, or shall consent to the appointment of a receiver,
liquidator, assignee, trustee, custodian, sequestrator or similar official for
the Administrator or any substantial part of its property, shall consent to the
taking of possession by any such official of any substantial part of its
property, shall make any general assignment for the benefit of creditors, shall
admit in writing its inability to pay its debts generally as they become due or
shall fail generally to pay its debts as they become due.
The Administrator agrees that if any of the events specified in clause
(ii) or (iii) of this Section 8(d) shall occur, it shall give written notice
thereof to the Issuer and the Indenture Trustee within seven (7) days after the
happening of such event.
(e) No resignation or removal of the Administrator pursuant to this Section
8 shall be effective until (i) a successor Administrator shall have been
appointed by the Issuer and (ii) such
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successor Administrator shall have agreed in writing to be bound by the terms of
this Agreement in the same manner as the Administrator is bound hereunder.
(f) The appointment of any successor Administrator shall be effective only
after satisfaction of the Rating Agency Condition with respect to the proposed
appointment.
9. Action upon Termination, Resignation or Removal. Promptly upon the
effective date of termination of this Agreement pursuant to Section 8(a) or the
resignation or removal of the Administrator pursuant to Sections 8(b), (c) or
(d), respectively, the Administrator shall be entitled to be paid all fees and
reimbursable expenses accruing to it to the date of such termination,
resignation or removal. The Administrator shall forthwith upon such termination
pursuant to Section 8(a) deliver to the Transferor all property and documents of
or relating to the Collateral then in the custody of the Administrator. In the
event of the resignation or removal of the Administrator pursuant to Sections
8(b), (c) or (d), respectively, the Administrator shall cooperate with the
Issuer and take all reasonable steps requested to assist the Issuer in making an
orderly transfer of the duties of the Administrator.
10. Notices. Any notice, report or other communication given hereunder
shall be in writing and addressed as follows:
(a) if to the Issuer or the Owner Trustee, to
Associates Credit Card Master Note Trust
c/o Wilmington Trust Company
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890-0001
Attention: Corporate Trust Administration
(b) if to the Administrator, to
Associates National Bank
250 East Carpenter Freeway
Irving, Texas 75062
Attn: Senior Vice President-Capital Markets
(c) if to the Indenture Trustee, to
The Bank of New York
101 Barclay Street, Floor 12 East
New York, New York 10286
(d) if to the Transferor, to
Associates Credit Card Receivables Corp.
250 East Carpenter Freeway, 7 Decker
Irving, Texas 75062
Attn: General Counsel
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or to such other address as any party shall have provided to the other parties
in writing. Any notice required to be in writing hereunder shall be deemed given
if such notice is mailed by certified mail, postage prepaid, or hand-delivered
to the address of such party as provided above, except that notices to the
Indenture Trustee, the Transferor, the Administrator or the Issuer are effective
only upon receipt.
11. Amendments. This Agreement may be amended from time to time, by a
written amendment duly executed and delivered by the Issuer, the Administrator
and the Transferor, with the written consent of the Owner Trustee (as such and
in its individual capacity), without the consent of any of the Noteholders, the
Transferor or the Owner, to cure any ambiguity, to correct or supplement any
provisions in this Agreement or for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Agreement or
modifying in any manner the rights of the Noteholders or Owner; provided,
however, that (i) such amendment will not, as evidenced by an Officer's
Certificate of the Administrator addressed and delivered to the Owner Trustee,
materially and adversely affect the interests of any Noteholder or the Owner and
(ii) the Rating Agency Condition will have been satisfied with respect to such
amendment.
This Agreement may also be amended from time to time, by a written
amendment duly executed and delivered by the Issuer and the Administrator and
the Transferor, with the written consent of the Owner Trustee (as such and in
its individual capacity), the holders of Notes evidencing not less than a
majority in the Outstanding Amount of the Notes, the Transferor and the Owner,
for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Agreement or modifying in any manner
the rights of Noteholders or the Owner; provided, however, that, without the
consent of the Holders of all of the Notes then outstanding, no such amendment
shall (a) increase or reduce in any manner the amount of, or accelerate or delay
the timing of, collections of payments on the Receivables or distributions that
are required to be made for the benefit of the Noteholders or (b) reduce the
aforesaid portion of the Outstanding Amount of the Notes, the Holders of which
are required to consent to any such amendment.
Prior to the execution of any such amendment or consent, the
Administrator shall furnish written notification of the substance of such
amendment or consent to each Rating Agency. Promptly after the execution of any
such amendment or consent, the Administrator shall furnish written notification
of the substance of such amendment or consent to the Indenture Trustee.
It shall not be necessary for the consent of Noteholders pursuant to
this Section 11 to approve the particular form of any proposed amendment or
consent, but it shall be sufficient if such consent shall approve the substance
thereof.
12. Successors and Assigns. This Agreement may not be assigned by the
Administrator unless such assignment is previously consented to in writing by
the Issuer, the Transferor and the Owner Trustee (as such and in its individual
capacity) and subject to the satisfaction of the Rating Agency Condition in
respect thereof. An assignment with such consent
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and satisfaction, if accepted by the assignee, shall bind the assignee hereunder
in the same manner as the Administrator is bound hereunder. Notwithstanding the
foregoing, this Agreement may be assigned by the Administrator without the
consent of the Issuer, the Transferor, the Owner Trustee or the Rating Agencies
to a corporation or other organization that is a successor (by merger,
consolidation or purchase of assets) to the Administrator, provided that such
successor organization executes and delivers to the Issuer, the Transferor and
the Owner Trustee an agreement in which such corporation or other organization
agrees to be bound hereunder by the terms of said assignment in the same manner
as the Administrator is bound hereunder. Subject to the foregoing, this
Agreement shall bind any successors or assigns of the parties hereto.
13. GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW
PROVISIONS AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER
SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
14. Headings. The section headings hereof have been inserted for
convenience of reference only and shall not be construed to affect the meaning,
construction or effect of this Agreement.
15. Counterparts. This Agreement may be executed in counterparts, each
of which when so executed shall together constitute but one and the
same agreement.
16. Severability. Any provision of this Agreement that is prohibited or
unenforceable in any jurisdiction shall be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions
hereof and any such prohibition or unenforceability in any jurisdiction shall
not invalidate or render unenforceable such provision in any other jurisdiction.
17. Not Applicable to ANB in Other Capacities. Nothing in this
Agreement shall affect any obligation ANB may have in any other capacity, other
than as Administrator.
18. Limitation of Liability of Owner Trustee. Notwithstanding anything
contained herein to the contrary, this instrument has been signed by Wilmington
Trust Company not in its individual capacity but solely in its capacity as Owner
Trustee of the Issuer and in no event shall Wilmington Trust Company in its
individual capacity or any beneficial owner of the Issuer have any liability for
the representations, warranties, covenants, agreements or other obligations of
the Issuer hereunder, as to all of which recourse shall be had solely to the
assets of the Issuer. For all purposes of this Agreement, in the performance of
any duties or obligations hereunder, the Owner Trustee (as such or in its
individual capacity) shall be subject to, and entitled to the benefits of, the
terms and provisions of the Trust Agreement.
19. Third-Party Beneficiary. The Owner Trustee is a third-party
beneficiary to this Agreement and is entitled to the rights and benefits
hereunder and may enforce the provisions hereof as if it were a party hereto.
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20. Nonpetition Covenants. Notwithstanding any prior termination of
this Agreement, the Administrator shall not at any time with respect to the
Issuer or the Transferor acquiesce, petition or otherwise invoke or cause the
Issuer or the Transferor to invoke the process of any court or government
authority for the purpose of commencing or sustaining a case against the Issuer
or the Transferor under any Federal or state bankruptcy, insolvency or similar
law or appointing a receiver, conservator, liquidator, assignee, trustee,
custodian, sequestrator or other similar official of the Issuer or the
Transferor or any substantial part of its property, or ordering the winding up
or liquidation of the affairs of the Issuer or the Transferor; provided,
however, that this Section 20 shall not operate to preclude any remedy described
in Article V of the Indenture.
21. Successor Administrator. In the event of a servicing transfer
pursuant to Article VII of the Transfer and Servicing Agreement, the successor
servicer under the Transfer and Servicing Agreement shall, upon the date of such
servicing transfer, become the successor Administrator hereunder.
"Administrator" shall mean initially ANB and thereafter its permitted successor
and assigns as provided in Section 12 or any successor Administrator as provided
in this Section 21.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed and delivered as of the day and year first above written.
ASSOCIATES CREDIT CARD MASTER NOTE TRUST
By: WILMINGTON TRUST COMPANY,
not in its individual capacity
but solely as Owner Trustee
By: /s/ DONALD G. MACKELCAN
--------------------------------------
Name: Donald G. MacKelcan
Title: Vice President
ASSOCIATES NATIONAL BANK (DELAWARE),
as Administrator
By: /s/ SCOTT W. MCCARTHY
--------------------------------------
Name: Scott W. McCarthy
Title: Senior Vice President
Acknowledged and Accepted:
ASSOCIATES CREDIT CARD RECEIVABLES CORP.,
as Transferor
By: /s/ SCOTT W. MCCARTHY
--------------------------------------
Name: Scott W. McCarthy
Title: Senior Vice President
[Signature Page to Administration Agreement]
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EXHIBIT A
[Form of Power of Attorney]
POWER OF ATTORNEY
STATE OF DELAWARE )
)
COUNTY OF ______________)
KNOW ALL MEN BY THESE PRESENTS, that Associates Credit Card Master Note
Trust, a Delaware statutory business trust ("Trust"), does hereby make,
constitute and appoint Associates National Bank (Delaware), as Administrator
under the Administration Agreement (as defined below), and its agents and
attorneys, as Attorneys-in-Fact to execute on behalf of the Trust all such
documents, reports, filings, instruments, certificates and opinions as it shall
be the duty of the Trust to prepare, file or deliver pursuant to the Related
Agreements (as defined in the Administration Agreement), including, without
limitation, to appear for and represent the Trust in connection with the
preparation, filing and audit of federal, state and local tax returns pertaining
to the Trust, and with full power to perform any and all acts associated with
such returns and audits that the Trust could perform, including without
limitation, the right to distribute and receive confidential information, defend
and assert positions in response to audits, initiate and defend litigation, and
to execute waivers of restriction on assessments of deficiencies, consents to
the extension of any statutory or regulatory time limit, and settlements. For
the purpose of this Power of Attorney, the term "Administration Agreement" means
the Administration Agreement, dated as of April 1, 2000, between the Trust and
Associates National Bank (Delaware), as Administrator, and as such may be
amended from time to time.
This power of attorney is coupled with an interest and shall survive and
not be affected by the subsequent bankruptcy or dissolution of the Trust.
All powers of attorney for this purpose heretofore filed or executed by the
Trust are hereby revoked.
EXECUTED this ____ day of _________, 2000.
ASSOCIATES CREDIT CARD MASTER
NOTE TRUST
By: WILMINGTON TRUST COMPANY,
not in its individual capacity
but solely as Owner Trustee
By:
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Name:
Title: