EXHIBIT 4.9
CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION
Transferor on and after June 1, 1996,
JPMORGAN CHASE BANK
(formerly the Chase Manhattan Bank),
Transferor prior to 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)
________________________________________
THIRD AMENDMENT
Dated as of July 15, 2004
to
THIRD AMENDED AND RESTATED
POOLING AND SERVICING AGREEMENT
Dated as of November 15, 1999
____________________________________________
THIRD AMENDMENT, dated as of July 15, 2004 (the "Third 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, JPMORGAN CHASE BANK
(formerly the Chase Manhattan Bank), as Transferor prior to 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 and the Second Amendment dated as of March
1, 2002 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 Third
Amendment have been complied with;
NOW, THEREFORE, the Servicer, the Transferor and the Trustee are
executing and delivering this Third 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 13.7. Section 13.7 of the Pooling
and Servicing Agreement is hereby amended to read in its entirety as follows:
"Section 13.7 Assignment.
(a) Notwithstanding anything to the contrary
contained herein, except as provided in Section 8.2 and clause (b)
below, this agreement may not be assigned by the Servicer without the
prior consent of Holders of Investor Certificates evidencing Undivided
Interests aggregating not less than 66 2/3% of the Investor Interest
of each Series on a Series by Series basis.
(b) Notwithstanding clause (a) above, the
Servicer may assign this agreement to Chase USA."
SECTION 2. No Waiver. The execution and delivery of this Third
Amendment shall not constitute a waiver of a past default under the Pooling and
Servicing Agreement or impair any right consequent thereon.
SECTION 3. 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 Third Amendment. This Third 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 Third Amendment, as though the terms and obligations of the Pooling and
Servicing Agreement were set forth herein.
SECTION 4. Counterparts. This Third 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. THIS THIRD 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 6. Effective Date. This Third 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 Third 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:
JPMORGAN CHASE BANK (formerly
the Chase Manhattan Bank),
Transferor prior to June 1,
1996 and Servicer
By:________________________________
Name:
Title:
THE BANK OF NEW YORK,
Trustee
By:________________________________
Name:
Title:
