EXHIBIT 4.6(f)
FORM OF FIFTH
AMENDMENT
TO THE
THIRD AMENDED AND RESTATED
POOLING AND SERVICING AGREEMENT
FIFTH AMENDMENT TO THE THIRD AMENDED
AND RESTATED POOLING AND SERVICING AGREEMENT, dated as of January
[ ], 2006 (this “ Amendment
”), by and between CHASE BANK USA, NATIONAL ASSOCIATION
(formerly known as Chase Manhattan Bank USA, National Association,
the “ Bank ”), a national banking association,
as Transferor and as Servicer, and THE BANK OF NEW YORK, a New York
banking corporation, as trustee (the “ Trustee
”).
WHEREAS, The Chase Manhattan Bank, a
New York banking corporation (successor to Chemical Bank), as
Transferor and Servicer, and the Trustee are parties to a Pooling
and Servicing Agreement, dated as of October 19, 1995 (the
“ Original Pooling and Servicing Agreement
”);
WHEREAS, Chase Manhattan Bank USA,
National Association, a national banking association (formerly
known as The Chase Manhattan Bank (USA) and predecessor to the
Bank), as Transferor on and after June 1, 1996, The Chase
Manhattan Bank, as Transferor prior to June 1, 1996 and as
Servicer, and the Trustee are parties to an Amended and Restated
Pooling and Servicing Agreement, dated as of June 1, 1996 (the
“ Amended Pooling and Servicing Agreement
”);
WHEREAS, all of the parties to the
Amended Pooling and Servicing Agreement are parties to a Second
Amended and Restated Pooling and Servicing Agreement, dated as of
September 1, 1996 (the “ Second Amended and Restated
Pooling and Servicing Agreement ”);
WHEREAS, all of the parties to the
Second Amended and Restated Pooling and Servicing Agreement are
parties to a Third Amended and Restated Pooling and Servicing
Agreement, dated as of November 15, 1999, as amended by the
First Amendment thereto, dated as of March 31, 2001, the
Second Amendment thereto, dated as of March 1, 2002, the Third
Amendment thereto, dated July 15, 2004, and the Fourth
Amendment thereto, dated as of October 15, 2004 (as amended,
supplemented or otherwise modified, the “ Agreement
”);
WHEREAS, subsection 13.1(b) of the
Agreement provides that the Transferor, the Servicer and the
Trustee, without the consent of any of the Certificateholders, may
amend the Agreement from time to time so long as (i) the
Servicer shall have provided an Officer’s Certificate to the
Trustee to the effect that such amendment will not materially and
adversely affect the interests of any Certificateholder and will
not significantly change the Permitted Activities of the Trust,
(ii) the Servicer shall have provided a Tax Opinion with
respect to such amendment and (iii) the Servicer shall have
provided at least ten (10) Business Days’ prior written
notice to each Rating Agency of such amendment and shall have
received written confirmation from each Rating Agency that such
action will satisfy the Rating Agency Condition;
WHEREAS, the Trustee has received
(i) an Officer’s Certificate of the Servicer to the
effect that this Amendment will not materially and adversely affect
the interests of any Certificateholder and will not significantly
change the Permitted Activities of the Trust, (ii) a Tax
Opinion with respect to this Amendment and (iii) written
confirmation from each Rating Agency that this Amendment will
satisfy the Rating Agency Condition; and
1
WHEREAS, all other conditions
precedent to the execution of this Amendment have been complied
with.
NOW, THEREFORE, pursuant to
subsection 13.1(b) of the Agreement, the Transferor, the Servicer
and the Trustee are executing and delivering this Amendment in
order to amend the provisions of the Agreement in the manner set
forth below.
Capitalized terms used but not
defined herein shall have the meanings assigned to them in the
Agreement.
SECTION 1. Amendment to
Section 3.5 .
Section 3.5 of the Agreement
shall be amended to read in its entirety as follows:
Section 3.5 Annual
Servicer’s Certificates
(a) Servicer Compliance
Statement . Within th
