SUPPLEMENTAL AGREEMENT TO AMENDED AND RESTATED TRUST AGREEMENT OF NATIONAL CITY CREDIT CARD MASTER NOTE TRUST October 26, 2010
Exhibit 4.18
EXECUTION VERSION
SUPPLEMENTAL AGREEMENT TO
AMENDED AND RESTATED TRUST AGREEMENT OF
NATIONAL CITY CREDIT CARD MASTER NOTE TRUST
AMENDED AND RESTATED TRUST AGREEMENT OF
NATIONAL CITY CREDIT CARD MASTER NOTE TRUST
October 26, 2010
This Supplemental Agreement to the Amended and Restated Trust Agreement (this “Agreement”)
is made as of October 26, 2010 (the “Agreement Date”), by and between PNC BANK, N.A., a national
banking association (“PNC”) as successor to National City Bank, as Transferor and Beneficiary,
and WILMINGTON TRUST COMPANY, a Delaware banking corporation, as Owner Trustee (the “Owner
Trustee”).
Recitals:
WHEREAS National City Bank, as the original Beneficiary and Transferor (“National City”) and
the Owner Trustee entered into an Amended and Restated Trust Agreement, dated as of August 23,
2005 (as amended and supplemented through the date hereof and as the same may be further amended,
supplemented or otherwise modified and in effect from time to time, the “Trust Agreement”);
WHEREAS, National City was merged with and into PNC, under the charter of PNC as approved by
the Office of the Comptroller of the Currency on November 7, 2009 (the “Merger Date”);
WHEREAS, on the Merger Date, PNC assumed, as a matter of law, the rights and
obligations of the Transferor under the Trust Agreement; and
WHEREAS, PNC and the Owner Trustee desire to confirm PNC’s assumption of National
City’s obligations and rights as Transferor under the Trust Agreement.
NOW THEREFORE, in consideration of the premises and for other good and valuable
consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereto
agree as follows:
1. Defined Terms. Capitalized terms used and not defined herein shall have
the meaning ascribed to them in the Trust Agreement.
2. Assumption of Obligations. Effective as of the Merger Date, PNC has assumed
the performance of every covenant and obligation, and all of the rights, of the
Transferor under the Trust Agreement.
3. Effective Date. As of the Agreement Date the following conditions have
been satisfied:
a. | counterparts of this Agreement have been duly executed by each of the parties to this Agreement, and |
b. | each of the conditions precedent described in Section 2.18 of the Trust Agreement has been satisfied. |
4. Effect of Agreement; Ratification.
a. | On and after the Agreement Date, this Agreement shall be a part of the Trust Agreement and each reference in the Trust Agreement to “this Agreement” or “hereof,” “hereunder” or words of like import, and each reference in any other Transaction Document to the Trust Agreement shall mean and be a reference to the Trust Agreement as supplemented hereby. | ||
b. | Except as expressly amended hereby, the Trust Agreement shall remain in full force and effect and is hereby ratified and confirmed by the parties hereto. |
5. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAWS
PROVISIONS.
6. Counterparts. This Agreement may be executed in any number of counterparts,
and by the parties hereto on separate counterparts, each of which shall be an original and
all of which taken together shall constitute one and the same agreement.
7. Trustee Disclaimer. The Owner Trustee shall not be responsible for the validity
or sufficiency of this Agreement, nor for the recitals contained herein.
8. Instruction to the Owner Trustee. Pursuant to Section 5.01(a) of the
Trust Agreement, the Beneficiary instructs the Owner Trustee to execute this
Agreement.
IN
WITNESS WHEREOF, the Transferor and the Owner Trustee have caused this
Agreement to be duly executed by their respective officers as of the day and year first above
written.
PNC BANK, N.A., as Transferor and Beneficiary |
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By: | /s/ Xxxxxx Xxxxxx | |||
Name: | Xxxxxx Xxxxxx | |||
Title: | V. P. & CFO Credit Card PNC | |||
WILMINGTON TRUST COMPANY, as Owner Trustee |
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By: | ||||
Name: | ||||
Title: | ||||
IN
WITNESS WHEREOF, the Transferor and the Owner Trustee have caused this
Agreement to be duly executed by their respective officers as of the day and year first above
written.
PNC BANK, N.A., as Transferor and Beneficiary |
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By: | ||||
Name: | ||||
Title: | ||||
WILMINGTON TRUST COMPANY, as Owner Trustee |
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By: | /s/ Xxxx X. Xxxxxxxxxx | |||
Name: | Xxxx X. Xxxxxxxxxx | |||
Title: | Financial Services Officer | |||