EXHIBIT 4.8
[EXECUTION COPY]
THIRD SUPPLEMENTAL INDENTURE
TO
MASTER INDENTURE
THIRD SUPPLEMENTAL INDENTURE TO MASTER INDENTURE, dated as of
November 18, 2003 (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, 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;
WHEREAS, Section 10.1(a) of the Master Indenture provides that
the Issuer and the Indenture Trustee, without the consent of the Holders of any
Notes but with prior notice to each Rating Agency, when authorized by an Issuer
Order, may enter into one or more indentures supplemental to the Master
Indenture, among other purposes, to cure any ambiguity, to correct or supplement
any provision in the Master Indenture that may be inconsistent with any other
provision in the Master Indenture or to make any other provisions with respect
to matters or questions arising under the Master Indenture; 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 Annex A. Annex A to the Master
Indenture is hereby amended by deleting the definition of "Exchangeable
Transferor Certificate" in its entirety and by substituting the following
therefor (solely for convenience, changed text is italicized):
"Exchangeable Transferor Certificate" means the
certificate executed by the Transferor and authenticated by the Owner
Trustee pursuant to
Section 3.2 of the Trust Agreement and any Exchangeable Transferor
Certificate reissued pursuant to Section 3.4 of the Trust Agreement.
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 Master 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/ Xxxxxxxx X. Xxxxx
---------------------------------
Name: Xxxxxxxx X. Xxxxx
Title: Assistant Vice President
JPMORGAN CHASE BANK,
not in its individual capacity but
solely as Indenture Trustee
By: /s/ Wen Xxx Xxxx
---------------------------------
Name: Wen Xxx Xxxx
Title: Asst. Vice President
Acknowledged and Accepted:
FIRST NORTH AMERICAN NATIONAL BANK,
as Servicer
By: /s/ Xxxxxx X. Xxxxxxx
------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: President
DC FUNDING INTERNATIONAL, INC.,
as Transferor
By: /s/ Xxxxxx X. Xxxx
------------------------------
Name: Xxxxxx X. Xxxx
Title: President
FNANB Bankcard Portfolio Sale
Third Supplemental Indenture to Master Indenture
November 18, 2003
