Looking for an agreement? Search from over 1 million agreements now.

Series 2000-a Indenture Supplement And

This is an actual contract by Spiegel.
Browse the agreement preview below and buy the entire agreement for $35

Sectors: Retail
Governing Law: Illinois, View Illinois State Laws
Effective Date: October 31, 2002
Search This Document
EXECUTION COPY


EXHIBIT 10.47


OMNIBUS
AMENDMENT TO
SERIES 2000-A INDENTURE SUPPLEMENT AND
SERIES 2001-A INDENTURE SUPPLEMENT


This OMNIBUS AMENDMENT (this "Amendment") TO SERIES 2000-A INDENTURE SUPPLEMENT and SERIES 2001-A INDENTURE SUPPLEMENT is made as of October 31, 2002 by and between SPIEGEL CREDIT CARD MASTER NOTE TRUST, as Issuer (the "Issuer") and THE BANK OF NEW YORK, as Indenture Trustee (the "Indenture Trustee").


WHEREAS, the Issuer and the Indenture Trustee are parties to the Series 2000-A Indenture Supplement, dated as of December 1, 2000, as amended (the "2000 Indenture Supplement") and the Series 2001-A Indenture Supplement, dated as of July 19, 2001 (the "2001 Indenture Supplement" and together with the 2000 Indenture Supplement, the "Indenture Supplements");


WHEREAS, MBIA Insurance Corporation, Spiegel Credit Corporation III, First Consumers National Bank, Spiegel, Inc., Spiegel Acceptance Corporation, Spiegel Credit Card Master Note Trust, as Issuer and The Bank of New York, as Indenture Trustee have entered into the Omnibus Amendment to Insurance and Reimbursement Agreements (the "Omnibus Amendments") pursuant to which certain provisions of the Insurance and Reimbursement Agreement, relating to the Spiegel Credit Card Master Note Trust, Series 2000-A, dated as of December 19, 2000 (the "2000 Insurance Agreement") and the Insurance and Reimbursement Agreement, relating to the Spiegel Credit Card Master Note Trust, Series 2001-A, dated as of July 19, 2001 (the "2001 Insurance Agreement" and together with the 2000 Insurance Agreement, the "Insurance Agreements") were amended;


WHEREAS, the Omnibus Amendments amended certain definitions which were also contained in Exhibit F to the Indenture Supplements and this Amendment is required in order to reflect such changes to such Exhibit F; and


WHEREAS, the parties hereto also wish to amend the Indenture Supplements to add an additional Pay Out Event.


Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the related Indenture Supplement.


NOW THEREFORE, for good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto agree as follows:


Section 1. Amendments.


(a) Section 6.1 of the Indenture Supplements is hereby amended to add the word "or" following clause (l) thereof and to add the following clause (m) following clause (l):


"(m) (i) an event of default, pay out event or other rapid
amortization event or early redemption event shall occur with
respect to the Series 2001-VFN issued by the Issuer or such
Series shall terminate for any reason or (ii) on and after
November 22, 2002, Spiegel, Inc. shall not have a $600,000,000
revolving credit facility available to it, or the revolving
credit lenders' commitment thereunder shall terminate for any
reason;"


(b) The last paragraph of Section 6.1 of the 2000 Indenture Supplement is hereby amended to add a reference to clause "(m)" following the reference to clause (i).


(c) The last paragraph of Section 6.1 of the 2001 Indenture Supplement is hereby amended to add a reference to clause "(m)" following the reference to clause (d).


(d) The following definitions in Exhibit F to the Indenture Supplements, other than with respect to the amendment to the definition of Required Spread Account Amount which shall apply solely to the 2001 Indenture Supplement, are hereby amended to read as follows:


"Required Spread Account Amount" means (a) on the Closing Date, the
Spread Account Deposit, (b) on each Distribution Date prior to a Pay Out
Event, an amount equal to the lesser of (x) the product of (i) the Spread
Account Percentage for that Distribution Date and (ii) the Maximum
Commitment Amount, and (y) the result of the Note Principal Balance on such
Distr
-- End of Preview --
Home| About Us| FAQ| Subscription | Contact Us |