EX-4.6



 







Exhibit 4.6




     EXECUTION COPY



TRUST AGREEMENT

OF

NATIONAL CITY CREDIT CARD MASTER NOTE TRUST




     TRUST AGREEMENT, dated as of July 13, 2005 (this “Trust Agreement”) between National City
Bank, a national banking association (the “Beneficiary”), and Wilmington Trust Company, a Delaware
banking corporation (the “Owner Trustee”). The Beneficiary and the Owner Trustee hereby agree as
follows:



     1. The trust created hereby shall be known as “National City Credit Card Master Note Trust”
(the “Trust”), in which name the Owner Trustee may conduct the business of the Trust, make and
execute contracts, and sue and be sued.



     2. The Beneficiary hereby assigns, transfers, conveys and sets over to the Owner Trustee the
sum of $1. The Owner Trustee hereby acknowledges receipt of such amount in trust from the
Beneficiary, which amount shall constitute the initial trust estate. The Owner Trustee hereby
declares that it will hold the trust estate in trust for the Beneficiary. It is the intention of
the parties hereto that the Trust created hereby constitute a statutory trust under Chapter 38 of
Title 12 of the Delaware Code, 12 Del. C. §3801, et seq., and that this
Trust Agreement constitute the governing instrument of the Trust. The Owner Trustee is hereby
authorized and directed to execute and file a certificate of trust with the Delaware Secretary of
State in the form attached hereto as Exhibit A.



     3. The Owner Trustee may resign upon thirty days prior notice to the Beneficiary. If no
successor has been appointed within such thirty day period, the Owner Trustee may, at the expense
of the Trust, petition a court of competent jurisdiction to appoint a successor trustee.



     4. The Beneficiary and the Owner Trustee will enter into an amended and restated Trust
Agreement, satisfactory to each such party, to provide for the contemplated operation of the Trust
created hereby. Prior to the execution and delivery of such amended and restated Trust Agreement,
the Owner Trustee shall not have any duty or obligation hereunder or with respect to the trust
estate, except as otherwise required by applicable law or as may be necessary to obtain prior to
such execution and delivery any licenses, consents or approvals required by applicable law or
otherwise as such are prepared for filing with the appropriate authority and presented to the Owner
Trustee by the Beneficiary, or its counsel, in execution form with appropriate instructions and
adequate indemnity from the Beneficiary; provided; however, that the Owner Trustee shall have no
obligation in connection with the action to be taken by the Beneficiary below. The Beneficiary is
hereby authorized to execute on behalf of the Trust any underwriting agreements and any
informational or other filings, documents, papers and instruments as may be required to be filed
with the Securities and Exchange Commission.




 









 








     5. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties
hereunder with respect to the same but only upon the terms of this Trust Agreement. Except as
otherwise expressly required in Section 2 of this Trust Agreement, the Owner Trustee shall not have
any duty or liability with respect to the administration of the Trust, the investment of the
Trust’s property or the payment of dividends or other distributions of income or principal to the
Trust’s beneficiaries, and no implied obligations shall be inferred from this Trust Agreement on
the part of the Owner Trustee. The Owner Trustee shall not be liable for the acts or omissions of
the Beneficiary or any other person who acts on behalf of the Trust nor shall the Owner Trustee be
personally liable for any act or omission of the Owner Trustee, except for its own willful
misconduct or gross negligence.



     6. This Trust Agreement may be executed in one or more counterparts, each of which when so
executed shall be an original and all of which when taken together shall constitute but one and the
same instrument.



     7. This Trust Agreement 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.



[signature pages to follow]




 









 





     IN WITNESS WHEREOF, the parties hereto have caused this Trust Agreement to be duly
executed by their respective officers thereunto duly authorized, as of the day and year first above
written.



	 	 	 	 	 
	 	 	NATIONAL CITY BANK,

as Beneficiary
	 
	 	 	 	 
	 

	 	By:	 	/s/ Russell A. Cronin, Jr.
	 

	 	 	 	 
	 

	 	 	 	Name: Russell A. Cronin, Jr.
	 

	 	 	 	Title: Senior Vice President
	 
	 	 	 	 
	 	 	WILMINGTON TRUST COMPANY,

as Owner Trustee
	 
	 	 	 	 
	 

	 	By:	 	/s/ Michele C. Harra
	 

	 	 	 	 
	 

	 	 	 	Name: Michele C. Harra
	 

	 	 	 	Title: Financial Services Officer






 









 






EXHIBIT A





CERTIFICATE OF TRUST

OF

NATIONAL CITY CREDIT CARD MASTER NOTE TRUST




     THIS Certificate of Trust of National City Credit Card Master Note Trust (the “Trust”) is
being duly executed and filed on behalf of the Trust by the undersigned, as trustee, to form a
statutory trust under the Delaware Statutory Trust Act (12 Del. C. §3801 et
seq.) (the “Act”).



     1. Name. The name of the statutory trust formed hereby is National City Credit Card
Master Note Trust.



     2. Delaware Trustee. The name and business address of the trustee of the Trust in the
State of Delaware is Wilmington Trust Company, Rodney Square North, 1100 North Market Street,
Wilmington, Delaware 19890, Attention: Corporate Trust Administration.



     3. Effective Date. This Certificate of Trust shall be effective upon filing.



     IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of Trust in accordance
with Section 3811(a)(1) of the Act.



	 	 	 	 	 
	 	 	WILMINGTON TRUST COMPANY,
as
 Owner Trustee
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Name:
	 

	 	 	 	Title:







A-1