ASSIGNMENT AND ACCEPTANCE AGREEMENT
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This Assignment and Acceptance Agreement, dated as of October 17, 2001
(this "Agreement"), between the Spiegel Master Trust ("Trust") and the Spiegel
Credit Card Master Note Trust ("Note Trust").
WHEREAS, the Collateral Series Supplement dated as of December 1, 2000,
("Collateral Series Supplement") among Spiegel Credit Corporation III, as
Seller, First Consumers National Bank, as Servicer, and The Bank of New York (as
successor in-interest to the corporate trust administration of Xxxxxx Trust and
Savings Bank), as Trustee under the Amended and Restated Pooling and Servicing
Agreement dated as of December 13, 1994 among Seller, Servicer and the Trustee,
states at Section 3(b), that provided certain conditions are satisfied, "the
holder of the Exchangeable Seller Certificate shall have the option to transfer
the Exchangeable Seller Certificate to the Note Trust, upon which transfer the
Trust shall terminate, and all of the Trust Assets shall be distributed to the
Note Trust, as holder of all of the beneficial interests in the Trust;...." (the
"Option"); and
WHEREAS, in connection with transactions of even date herewith, Spiegel
Acceptance Corporation ("SAC"), as holder of the Exchangeable Seller
Certificate, has advised the Note Trust that it shall exercise the Option, and
the Trust shall terminate and Trust Assets shall be distributed to the Note
Trust, as provided in that section; and
WHEREAS, the parties desire to further evidence termination of the Trust
and distribution of the Trust Assets to the Note Trust, as described in Section
3(b) of the Collateral Series Supplement.
NOW THEREFORE, in consideration of the premises and for other good and
valuable consideration (the receipt and sufficiency of which is hereby
acknowledged,) the parties hereto agree as follows:
1. All capitalized terms not otherwise defined herein are used as defined
in the Collateral Series Supplement, as defined above.
2. Simultaneous with the exercise of the Option by SAC as the holder of
the Exchangeable Seller Certificate to transfer the Exchangeable Seller
Certificate to the Note Trust, the Trust terminates, and thereupon, the Trustee
of the Trust transfers, conveys, and assigns to the Note Trust without recourse,
all of the Trust's right, title, and interest in, to, and under the Trust
Assets.
3. The Owner Trustee of the Note Trust hereby acknowledges its
acceptance, on behalf of the Note Trust, of all right, title and interest to the
Trust Assets, now existing and hereafter created, upon distribution by the
Trust.
4. This Agreement shall be construed in accordance with the laws of the
State of Illinois, 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.
5. Notwithstanding any other provision herein or elsewhere, this
Agreement has been executed and delivered by Bankers Trust Company, not in its
individual capacity, but solely in its capacity as Owner Trustee of the Note
Trust, in no event shall Bankers Trust Company in its individual capacity have
any liability in respect of the representations, warranties, or obligations of
the Note Trust hereunder or under any other document, as to all of which
recourse shall be had solely to the assets of the Note Trust, and for all
purposes of this Agreement and each other document, 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, dated as of December 1,
2000, between Spiegel Credit Corporation III and the Owner Trustee, as the same
may be amended, supplemented or otherwise modified from time to time.
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IN WITNESS WHEREOF, the parties have caused this Agreement and Acceptance
to be duly executed by their respective officers as of the day and year first
above written.
SPIEGEL MASTER TRUST
By: The Bank of New York
(successor-in-interest to corporate
trust administration of Xxxxxx Trust
and Savings Bank), as Trustee
By: /s/ Xxxx Xxxxxxxx
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Name: Xxxx Xxxxxxxx
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Title: Authorized Agent
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SPIEGEL CREDIT CARD MASTER NOTE TRUST
By: Bankers Trust Company, not in its
individual capacity, but solely as
Owner Trustee on behalf of the Note
Trust
By: /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
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Title: Treasurer
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Acknowledged and Accepted:
THE BANK OF NEW YORK,
not in its individual capacity but
solely as Indenture Trustee
By: /s/ Xxxx Xxxxxxxx
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Name: Xxxx Xxxxxxxx
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Title: Authorized Agent
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