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AMENDMENT NO. 1
TO
POOLING AND SERVICING AGREEMENT
among
CC CREDIT CARD CORPORATION,
as Transferor,
TRAVELERS BANK & TRUST, fsb,
as Servicer,
and
THE BANK OF NEW YORK,
as Trustee
TRAVELERS BANK CREDIT CARD MASTER TRUST I
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Dated as of August 31, 1998
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AMENDMENT NO. 1, dated as of August 31, 1998, among CC CREDIT CARD
CORPORATION (the "Transferor"), a Delaware corporation, as Transferor, TRAVELERS
BANK & TRUST, fsb ("Travelers Bank & Trust"), a federally-chartered savings
bank, as Servicer, and THE BANK OF NEW YORK (the "Trustee"), a New York banking
corporation, as Trustee.
RECITALS
WHEREAS, the Transferor and Travelers Bank & Trust have heretofore
executed and delivered to the Trustee a certain Pooling and Servicing Agreement,
dated as of March 1, 1998 (the "Pooling and Servicing Agreement"), pursuant to
which the Transferor created the Travelers Bank Credit Card Master Trust I.
WHEREAS, Travelers Bank & Trust wishes to enter into an Assignment and
Assumption Agreement (the "Assignment and Assumption Agreement") with The
Travelers Bank USA ("Travelers USA"), a Delaware state chartered bank
corporation and an affiliate of Travelers Bank & Trust, pursuant to which
Travelers Bank & Trust would assign all of its rights and obligations under the
Pooling and Servicing Agreement to Travelers USA, and Travelers USA would accept
all of the rights and obligations of Travelers Bank & Trust under the Pooling
and Servicing Agreement.
WHEREAS, Section 13.08 of the Pooling and Servicing Agreement provides
that the prior consent of Holders of Investor Certificates evidencing not less
than 66-2/3% of the Aggregate Investor Amount would be required for Travelers
Bank & Trust to enter into the Assignment and Assumption Agreement.
WHEREAS, Section 13.01(a) of the Pooling and Servicing Agreement provides
that the Transferor, Travelers Bank & Trust and the Trustee can amend the
Pooling and Servicing Agreement without the consent of any of the
Certificateholders; provided that (i) the Transferor shall have delivered to the
Trustee an Officer's Certificate to the effect that the Transferor reasonably
believes that such action will not have an Adverse Effect and (ii) the Rating
Agency Condition shall have been satisfied with respect to such amendment.
WHEREAS, all things necessary to make this Amendment No. 1 a valid
agreement of each of the parties hereto and a valid amendment of and supplement
to the Pooling and Servicing Agreement have been done.
NOW THEREFORE, for and in consideration of the premises and of other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Transferor, Travelers Bank & Trust and the Trustee hereby
consent and agree as follows:
SECTION 1. Unless otherwise defined in this Amendment No. 1, all defined
terms used in this Amendment No. 1, including the Recitals hereto, shall have
the meanings ascribed to such terms in the Pooling and Servicing Agreement.
SECTION 2. Section 13.08 of the Pooling and Servicing Agreement is hereby
amended to read in its entirety as follows:
"Section 13.08. Assignment. Notwithstanding anything to the contrary
contained herein, except as provided in Section 8.02, this Agreement may
not be assigned by the Servicer unless one of the following two conditions
shall have been satisfied: (i) the prior consent of Holders of Investor
Certificates evidencing not less than 66-2/3% of the Aggregate Investor
Amount has been obtained or (ii) the Transferor shall have delivered to
the Trustee an Officer's Certificate to the effect that the Transferor
reasonably believes that such action will not have an Adverse Effect and
the Rating Agency Condition shall have been satisfied with respect to such
assignment. The Servicer shall give the Rating Agencies prior written
notice of any such assignment."
SECTION 3. This Amendment No. 1 shall be governed by and construed in
accordance with the laws of the State of Delaware, 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.
SECTION 4. The terms and conditions of this Amendment No. 1 shall be, and
are deemed to be, part of the terms and conditions of the Pooling and Servicing
Agreement for any and all purposes.
SECTION 5. This Amendment No. 1 may be executed in two or more
counterparts, each of which shall be an original, but all of which together
shall constitute one and the same instrument.
SECTION 6. From and after the date of this Amendment No. 1 all references
in the Pooling and Servicing Agreement to this "Agreement" shall refer to the
Pooling and Servicing Agreement as amended hereby.
IN WITNESS WHEREOF, the Transferor, Travelers Bank & Trust and the Trustee
have each caused this Amendment No. 1 to the Pooling and Servicing Agreement to
be duly executed by their respective officers as of the day and year first above
written.
CC CREDIT CARD CORPORATION
By: /s/ Xxxxxxx X. Xxxx
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Name: Xxxxxxx X. Xxxx
Title: Vice President
TRAVELERS BANK & TRUST, fsb
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title: President
THE BANK OF NEW YORK, as Trustee
By: /s/ Wuhan Xxxxxx
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Name: Wuhan Xxxxxx
Title: Assistant Vice President
