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
Distribution Date, minus the Principal Accumulation Account Balance on such
Distribution Date; and (c) on each Distribution Date after a Pay Out Event
or on which a Pay Out Event has occurred, the greater of (x) the product of
(i) the Spread Account Percentage for that Distribution Date and (ii) the
Maximum Commitment Amount and (y) the Note Principal Balance as of that
Distribution Date; provided (i) that at any time that a Dilution Trigger
Event has occurred and is continuing, the amounts calculated pursuant to
clauses (b)(x) and (c)(x) shall be increased by an amount equal to the
product of (A) the amount by which the Dilution Rate exceeds 3.5%
multiplied by (B) the Note Principal Balance and (ii) at any time that a
Credit Agreements Trigger Event has occurred and is continuing, the amount
calculated pursuant to clauses (b)(x) and (c)(x) shall be increased by an
amount equal to 3% of the Maximum Commitment Amount.
"Shadow Rating" means on any day the `shadow' rating on the Notes as
determined by the Rating Agencies without giving effect to the Policy.
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"Spread Account Percentage" means on each Distribution Date (i) if the
Average Excess Spread Percentage for such Distribution Date is greater than
5.5%, the Spread Account Percentage shall mean 5.0% ("level 1"); (ii) if
the Average Excess Spread Percentage for such Distribution Date is less
than or equal to 5.5%, but is greater than 5.0%, the Spread Account
Percentage shall mean 7.5% ("level 2"); (iii) if the Average Excess Spread
Percentage for such Distribution Date is less than or equal to 5.0%, but is
greater than 4.5%, the Spread Account Percentage shall mean 10% ("level
3"); (iv) if the Average Excess Spread Percentage for such Distribution
Date is less than or equal to 4.5%, but is greater than 3.5%, the Spread
Account Percentage shall mean 12.5% ("level 4"); and (v) if the Average
Excess Spread Percentage for such Distribution Date is less than or equal
to 3.5%, the Spread Account Percentage shall mean 15% ("level 5");
provided, however, that, if the Spread Account Percentage is greater than
5%, the Spread Account Percentage will remain constant until (a) it is
required to be increased pursuant to (ii) through (v) above, or (b) the
Average Excess Spread Percentage has exceeded the percentage specified as
the upper bound of the range of Average Excess Spread Percentages specified
for such Spread Account Percentage for three consecutive Distribution
Dates, in which case the Spread Account Percentage will be decreased on the
third consecutive Distribution Date as required in (i) through (v) above,
provided that the Spread Account Percentage on any Distribution Date may in
no event be reduced by more than one level below the Spread Account
Percentage on the immediately preceding Distribution Date and in no event
shall the Spread Account Percentage be less than 5%;
provided, further, however, the following subsections (x) and (y) shall
apply solely for the Distribution Dates for each of the six (6) Monthly
Periods commencing with the June 2002 Monthly Period and the related July
2002 Distribution Date:
(x) the amount required to be deposited in both Series 2000-A and Series
2001-A Spread Accounts shall equal the Required Spread Account Deposits (as
defined in the Insurance Agreement); and
(y) clause (x) above notwithstanding, the aggregate incremental amount
required to be deposited in both Series 2000-A and Series 2001-A Spread
Accounts for the seven (7) Monthly Periods commencing with the May 2002
Monthly Period and the Related June 2002 Distribution Date to meet the
current "Level 5" requirement" shall not exceed $60 million in total.
(e) Exhibit G of the 2001 Indenture Supplement is hereby amended by
changing Section 2.05(f) referenced therein to read in its entirety as follows:
(f) If on any Distribution Date, after giving effect to all
withdrawals from the Spread Account, the Available Spread
Account Amount is less than the Required Spread Account Amount
then in effect, the Indenture Trustee shall deposit
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Available Finance Charge Collections into the Spread Account up
to the amount of the Spread Account Deficiency in accordance
with subsection 4.4(a)(vii) of the Series 2001-A Indenture
Supplement. Subject to Section 2.05(k), if on any Distribution
Date prior to the commencement of the Rapid Amortization
Period, after giving effect to all withdrawals from the Spread
Account, the Available Spread Account Amount exceeds the
Required Spread Account Amount, the Servicer shall withdraw the
amount of such excess and distribute such amount to the holders
of the Seller Interest. Subject to Sections 2.05(j) and
2.05(k), following the commencement of the Rapid Amortization
Period, no funds on deposit in the Spread Account shall be
released to the holders of the Seller Interest unless and until
all amounts owing to the Noteholders, the Insurer and the
Counterparty under the Swap have been paid in full.
Section 2. Conditions Precedent. The effectiveness of this Amendment is
subject to the satisfaction of the following condition precedent:
(a) Rating Agency Approval. Each of Standard & Poor's and Moody's
shall have received prior written notice of this Amendment, and the Rating
Agency Condition shall have been satisfied.
Section 3. References. On and after the effective date of this Amendment,
each reference in the Transaction Documents to the "Indenture Supplement" shall
mean and be a reference to the Indenture Supplement as amended hereby.
Section 4. Full Force and Effect. Except as specifically amended above,
the Indenture Supplements and the other Transaction Documents are and shall
continue to be in full force and effect. This Amendment shall not have the
effect of restating the representations and warranties contained in the
Transaction Documents nor shall this Amendment have the effect of waiving or
otherwise modifying such representations and warranties or any provisions
relating thereto,
Section 5. Counterparts; Governing Law. This Amendment may be executed in
any number of counterparts and by any combination of the parties hereto in
separate counterparts, each of which shall be an original and all of which taken
together shall constitute one and the same instrument. THIS AMENDMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS
(WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES WHICH WOULD REQUIRE THE
APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION).
Section 6. Supplemental Indenture. This Amendment shall be considered a
Supplemental Indenture under Section 8.1 of the Indenture Supplements.
Section 7. Effectiveness. This Amendment shall become effective as of June
1, 2002 when counterparts of this Amendment shall have been accepted and agreed
to by
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each of the parties hereto and the conditions precedent set forth in
Section 2(a) hereof shall be satisfied.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment on this
31st day of October, 2002.
SPIEGEL CREDIT CARD MASTER NOTE TRUST
By: Deutsche Bank Trust Company Americas,
not in its individual capacity but solely as Owner Trustee
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
By:_________________________________
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
THE BANK OF NEW YORK
as Indenture Trustee
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇
By:_________________________________
Name: ▇▇▇▇▇▇ ▇▇▇▇▇
Title: Agent
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