BA MASTER CREDIT CARD TRUST II RECEIVABLES PURCHASE AGREEMENT between BANC OF AMERICA CONSUMER CARD SERVICES, LLC

Exhibit 4.1

EXECUTION COPY

AMENDED AND RESTATED RECEIVABLES CONTRIBUTION AND SALE

AGREEMENT

between

FIA CARD SERVICES, NATIONAL ASSOCIATION

and

BANC OF AMERICA CONSUMER CARD SERVICES, LLC

Dated as of October 20, 2006

TABLE OF CONTENTS

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TABLE OF CONTENTS

(continued)

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AMENDED AND RESTATED RECEIVABLES CONTRIBUTION AND SALE AGREEMENT, dated as of October 20, 2006, by and between FIA CARD SERVICES, NATIONAL ASSOCIATION, a national banking association (together with its permitted successors and assigns “ FIA ”), and BANC OF AMERICA CONSUMER CARD SERVICES, LLC, a North Carolina limited liability company (together with its permitted successors and assigns “ BACCS ”).

WITNESSETH:

WHEREAS, on the date hereof, Bank of America, National Association (USA) (“ BANA (USA) ”) merged with and into FIA (such combination, the “ Merger ”), with FIA being the surviving entity of such Merger; and

WHEREAS, prior to the Merger, BACCS and BANA (USA) entered into a Receivable Participation Agreement (the “ Receivable Participation Agreement ”), dated as of April 1, 2005 whereby BANA (USA) contributed on that date, and agreed to transfer, in the future, certain participation interests in the receivables arising in certain credit card accounts of BANA (USA); and

WHEREAS, FIA and BACCS desire on the date hereof that FIA contribute to BACCS, all of its right, title and interest, whether now owned or hereafter acquired, in, to and under the Contributed Assets (as such term is defined below); and

WHEREAS, FIA and BACCS desire that thereafter FIA sell to BACCS all of its right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets (as such term is defined below); and

WHEREAS, to accomplish these mutual desires, FIA and BACCS desire to amend, restate, and rename the Receivables Participation Agreement in its entirety by entering into this Amended and Restated Receivables Contribution and Sale Agreement.

NOW, THEREFORE, it is hereby agreed by and between FIA and BACCS as follows:

ARTICLE I

DEFINITIONS

Section 1.01. Definitions . All capitalized terms used herein, or in any certificate or document made or delivered pursuant hereto, and not defined herein or therein shall have the following meanings:

“ Account ” shall mean, on each date of determination, each account that is (a) a VISA ^® , MasterCard ^® , American Express ^® or similar domestic consumer revolving credit card account and (b) owned by FIA, in each case on such date; provided that if, on any date of determination, any Account is an Excluded Account on such date of determination, such Excluded Account shall not be an Account on such date for purposes of this Agreement.

“ Account Schedule ” means a complete schedule of all Accounts that is attached to this Agreement and marked as Schedule 1 . The Account Schedule may take the form of a computer file, a microfiche list, or another tangible medium that is commercially reasonable. The Account Schedule must identify each Account by account number and by the balance of the Receivables existing in that Account on the Closing Date or on each specified date for each Account Schedule delivered after the Closing Date pursuant to Section 2.01(g) .

“ Addition Cut Off Date ” shall mean, with respect to any Additional Account, the close of business on the last day of the calendar month immediately preceding the Addition Date relating to such Additional Account.

“ Addition Date ” shall mean, with respect to any Additional Account that was created, or ceased to be an Excluded Account, in each case, during any calendar month following the Closing Date, the date specified by FIA in a notice to BACCS with respect to Additional Accounts relating to such previous calendar month.

“ Additional Account ” shall mean, with respect to any Addition Date, any Account that was (i) created during the calendar month immediately preceding the Addition Date applicable to such Additional Account (and on the date of its creation was not an Excluded Account) or (ii) ceases to be an Excluded Account during the calendar month immediately preceding the Addition Date applicable to such Additional Account.

“ Additional Excluded Account Schedule ” shall mean the schedule of accounts, identified by account number, by pool index file, or by such other identifying feature as to which the parties may agree, attached to this Agreement and marked as Schedule 2 , as such schedule may be expanded or reduced by FIA and BACCS from time to time, as provided in Section 2.02 hereof.

“ Agreement ” shall mean this Amended and Restated Receivables Contribution and Sale Agreement as amended and supplemented from time to time.

“ Annual Membership Fees ” shall mean an annual membership fee or similar fee that is charged to an Account under the related Credit Card Agreement.

“ BACCS ” shall have the meaning specified in the initial paragraph of this Agreement.

“ BACCS/Funding RPA ” shall mean the Receivables Purchase Agreement, dated as of October 20, 2006, between BACCS and BA Credit Card Funding, LLC.

“ BACSC ” shall mean Banc of America Card Servicing Corporation, an Arizona corporation, and its permitted successors and assigns.

“ BANA (USA) ” shall have the meaning specified in the recitals hereto.

“ Business Day ” shall mean any day other than a Saturday, a Sunday, or a day on which banking institutions in New York, New York, Wilmington, Delaware or Charlotte, North Carolina, are authorized or obligated by law or executive order to be closed.

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“ Cash Advance Fees ” shall mean a cash advance fee or similar fee that is charged to an Account under the related Credit Card Agreement.

“ Closing Date ” shall mean October 20, 2006.

“ Collections ” shall mean all payments on Receivables in the form of cash, checks, wire transfers, electronic transfers, ATM transfers, or any other form of payment. This term includes Recoveries and Insurance Proceeds.

“ Contribution ” shall have the meaning specified in subsection 2.01(a) .

“ Contributed Assets ” shall have the meaning specified in subsection 2.01(a) .

“ Conveyed Assets ” shall mean the Contributed Assets together with the Purchased Assets.

“ Credit Card Agreement ” shall mean, for any VISA ^® , MasterCard ^® , or American Express ^® credit card account, the agreement (including any related statement under the Truth in Lending Act) between FIA and the related Obligor governing that account.

“ Credit Card Guidelines ” shall mean FIA’s policies and procedures (a) relating to the operation of its consumer credit card business, including the policies and procedures for determining the creditworthiness of credit card customers and for extending credit to credit card customers, and (b) relating to its maintenance of credit card accounts and its collection of credit card receivables.

“ Cross Services Agreement ” shall have the meaning specified in Section 2.04 .

“ Debtor Relief Laws ” shall mean (a) the United States Bankruptcy Code, (b) the Federal Deposit Insurance Act, and (c) all other insolvency, bankruptcy, conservatorship, receivership, liquidation, reorganization, or other debtor relief laws affecting the rights of creditors generally or the rights of creditors of banks.

“ Draft Fees ” shall mean a draft fee or similar fee that is charged to an Account under the related Credit Card Agreement.

“ Excluded Accounts ” shall mean, as of any date of determination, any (i) MBNA Triple A Master Trust Account, (ii) Fleet Master Credit Card Trust II Account, and (iii) consumer credit card account that is identified on the Additional Excluded Account Schedule as provided in subsection 2.02(a) , in each case, as of such date of determination.

“ FIA ” shall have the meaning specified in the initial paragraph of this Agreement.

“ Finance Charge Receivables ” shall mean any Receivable that is a Periodic Finance Charge, a Cash Advance Fee, a Late Fee, an Overlimit Charge, a Returned Check Charge, a Research Charge, an Annual Membership Fee, a Draft Fee, a Service Transaction Fee, or a similar fee or charge, including a charge for credit insurance.

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“ Fleet Master Credit Card Trust II Account ” shall mean on any date of determination, any Account on such date of determination, as such term is defined in the Receivables Purchase Agreement, dated as of January 1, 2002, between FIA Card Services, National Association (as successor by merger to BANA (USA) as successor by merger to Fleet Bank (RI), National Association) and Fleet Credit Card Funding Trust (as successor by conversion to Fleet Credit Card Funding, LLC), as the same may be supplemented, amended or modified from time to time; provided that upon the termination of such Receivables Purchase Agreement, no Account shall be a Fleet Master Credit Card Trust II Account and therefore shall no longer be treated as an Excluded Account pursuant to clause (ii) of the definition of the term Excluded Account.

“ Governmental Authority ” shall mean the United States of America or any individual State, any political subdivision of the United States of America or any individual State, or any other entity exercising executive, legislative, judicial, regulatory, or administrative functions of or pertaining to government.

“ Initial Account ” shall mean each Account that was in existence on the Closing Date.

“ Insurance Proceeds ” shall mean any amounts recovered pursuant to any credit insurance policies covering any Obligor with respect to any Receivable under such Obligor’s Account.

“ Interchange ” shall mean all interchange fees or issuer rate fees payable to FIA, in its capacity as credit card issuer, through VISA USA, Inc. ^® , MasterCard International Incorporated ^® , American Express Company ^® or any other similar entity in connection with cardholder charges for goods or services with respect to the Receivables, the amount of which shall be calculated as provided in subsection 5.01(f) .

“ Late Fees ” shall mean a late fee or similar fee that is charged to an Account under the related Credit Card Agreement.

“ Lien ” shall mean any security interest, lien, mortgage, deed of trust, pledge, hypothecation, encumbrance, assignment, participation interest, equity interest deposit arrangement, preference, priority or other security or preferential arrangement of any kind or nature. This term includes any conditional sale or other title retention arrangement and any financing lease having substantially the same economic effect as any security or preferential arrangement. This term does not include any security interest or other lien created under the Pooling and Servicing Agreement.

“ MBNA Triple A Master Trust Account ” shall mean on any date of determination, any Account on such date of determination, as such term is defined in the MBNA Triple A Master Trust Pooling and Servicing Agreement, dated as of September 28, 2000, between FIA Card Services, National Association (formerly known as MBNA America Bank, National Association), as transferor and servicer, and The Bank of New York, as trustee, as the same may be supplemented, amended or modified from time to time; provided that from and after the termination of such MBNA Triple A Master Trust Pooling and Servicing Agreement, no Account shall be an MBNA Triple A Master Trust Account and therefore shall no longer be treated as an Excluded Account pursuant to clause (i) of the definition of the term Excluded Account.

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“ Membership Interest ” shall mean the membership interest in BACCS in an amount agreed to by FIA and BACCS that is delivered to FIA pursuant to Section 2(b) in connection with the contribution by FIA to BACCS of the Contributed Assets pursuant to Section 2.01(a).

“ Monthly Period ” shall mean the period from and including the first day of a calendar month to and including the last day of such calendar month; provided , that the initial Monthly Period will commence on the Closing Date and end on and include the last day of the calendar month immediately succeeding the calendar month during which the Closing Date occurs.

“ Obligor ” shall mean, for any Visa ^® , MasterCard ^® , or American Express ^® credit card account, any Person obligated to make payments on receivables in that account. This term includes any guarantor but excludes any merchant.

“ Overlimit Charges ” shall mean an overlimit charge or other similar charge or fee that is charged to an Account under the related Credit Card Agreement.

“ Payment Date ” shall have the meaning specified in subsection 3.01(a) .

“ Periodic Finance Charge ” shall mean a finance charge determined by periodic rate or other similar charge that is charged to an Account under the related Credit Card Agreement.

“ Person ” shall mean any person or entity of any nature. This term includes any individual, corporation, limited liability company, partnership, limited partnership, limited liability partnership, joint venture association, joint-stock company, trust unincorporated organization, or Governmental Authority.

“ Pooling and Servicing Agreement ” shall mean the Second Amended and Restated Pooling and Servicing Agreement, dated as of October 20, 2006, among FIA Card Services, National Association (formerly known as MBNA America Bank, National Association), as servicer, BA Credit Card Funding, LLC, as transferor and The Bank of New York, as trustee, as amended and supplemented from time to time.

“ Principal Receivables ” shall mean any Receivable other than a Finance Charge Receivable. In calculating the aggregate amount of Principal Receivables in an Account on any date, the gross amount of Principal Receivables in the Account on that day must be reduced by the aggregate amount of credit balances in the Account on such date.

“ Proceeding ” shall mean any suit in equity, action at law, or other judicial or administrative proceeding.

“ Purchase Price ” shall mean the consideration for the Conveyed Assets specified in subsection 3.01(a) .

“ Purchase Price Adjustment ” shall have the meaning specified in Section 3.02 .

“ Purchased Assets ” shall have the meaning specified in Subsection 2.01(b) .

“ Receivables ” shall mean any amount payable on an Account by the related Obligors. This term includes Principal Receivables and Finance Charge Receivables.

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“ Receivables Participation Agreement ” shall have the meaning specified in the recitals hereto.

“ Recoveries ” shall mean amounts recovered in respect of Receivables which have previously been charged off as uncollectible; provided , however , that if any amount so recovered relates to both Receivables which have previously been charged off as uncollectible and other receivables, and if it cannot be determined with objective certainty whether such amount relates to Receivables which have previously been charged off as uncollectible or other receivables, the term Recoveries shall mean the amount reasonably estimated by FIA as having been recovered in respect of Receivables which had previously been charged off as uncollectible.

“ Requirements of Law ” shall mean (a) any certificate of incorporation, certificate of formation, articles of association, bylaws, limited liability company agreement, or other organizational or governing documents of that Person and (b) any law, treaty, statute, regulation, or rule, or any determination by a Governmental Authority or arbitrator, that is applicable to or binding on that Person or to which that Person is subject. This term includes usury laws, the Truth in Lending Act, and Regulation Z and Regulation B of the Board of Governors of the Federal Reserve System.

“ Research Charges ” shall mean a research charge or similar charge or fee that is charged to an Account under the related Credit Card Account.

“ Returned Check Charges ” shall mean a returned check charge or similar charge or fee that is charged to an Account under the related Credit Card Account.

“ Securitized Assets ” shall mean the Conveyed Assets that also become Trust Assets (as defined in the Pooling and Servicing Agreement).

“ Service Transaction Fees ” shall mean a service transaction fee or similar fee that is charged to an Account under the related Credit Card Account.

“ Termination Event ” shall have the meaning specified in subsection 7.02(a) .

“ UCC ” shall mean the Uniform Commercial Code as in effect in the applicable jurisdiction.

Section 1.02. Other Definitional Provisions .

The words “ hereof ,” “ herein ,” “ hereunder ,” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement; and Section, Subsection, Schedule, and Exhibit references contained in this Agreement are references to Sections, Subsections, Schedules, and Exhibits in or to this Agreement unless otherwise specified. The word “ including ” and words of similar import will be deemed to be followed by “without limitation.”

[END OF ARTICLE I]

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ARTICLE II

CONTRIBUTION, SALE, CONVEYANCE, AND SERVICING OF RECEIVABLES

Section 2.01. Contribution and Sale .

(a) For good and valuable consideration of which FIA hereby acknowledges receipt, and for the payment of the portion of the Purchase Price relating to the Contributed Assets as provided herein, FIA does hereby contribute, transfer, assign, set over, and otherwise convey to BACCS (collectively, the “ Contribution ”), without recourse except as provided herein, all of FIA’s right, title, and interest, whether now owned or hereafter acquired, in, to, and under (i) the Receivables existing on the date hereof in each of the Initial Accounts, (ii) all Interchange, Insurance Proceeds, and Recoveries allocable to such Receivables, (iii) all monies due or to become due and all amounts received or receivable with respect thereto, (iv) all Collections with respect thereto, and (v) all proceeds (including “proceeds” as defined in the UCC) thereof (collectively, the “ Contributed Assets ”).

(b) For good and valuable consideration of which FIA hereby acknowledges receipt, and for the payment of the portion of the Purchase Price from time to time hereafter relating to the Purchased Assets as provided herein, FIA does hereby sell, transfer, assign, set over, and otherwise convey to BACCS (collectively, the “ Sale ” and together with the Contribution, the “ Conveyance ”), without recourse except as provided herein, all of FIA’s right, title, and interest, whether now owned or hereafter acquired, in, to, and under (i) the Receivables created from time to time after the date hereof in each Initial Account and the Receivables existing on the related Addition Cut Off Date and created from time to time after that Addition Cut Off Date in each Additional Account, (ii) all Interchange, Insurance Proceeds, and Recoveries allocable to such Receivables, (iii) all monies due or to become due and all amounts received or receivable with respect thereto, (iv) all Collections with respect thereto, and (v) all proceeds (including “proceeds” as defined in the UCC) thereof (collectively, the “ Purchased Assets ”).

(c) Principal Receivables in each Initial Account that exist on the Closing Date, and the related Finance Charge Receivables and other Contributed Assets, are contributed by FIA and received by BACCS on the Closing Date. Principal Receivables in each Initial Account that arise after the Closing Date, and the related Finance Charge Receivables and other Purchased Assets, are sold by FIA and purchased by BACCS on the date on which those Principal Receivables arise. Principal Receivables in each Additional Account that exist on the related Addition Cut Off Date and thereafter arising in such Additional Accounts on or prior to the related Addition Date, and the related Finance Charge Receivables and other Purchased Assets, are sold by FIA and purchased by BACCS on the related Addition Date. Principal Receivables in each Additional Account that arise after the related Addition Date, and the related Finance Charge Receivables and other Purchased Assets, are sold by FIA and purchased by BACCS on the date on which those Principal Receivables arise.

(d) FIA shall (i) record and file, at its own expense, any financing statements (and amendments with respect to such financing statements when applicable) with respect to the Conveyed Assets meeting the requirements of applicable law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfection of, the Conveyance of such Conveyed Assets from FIA to BACCS, (ii) cause such financing statements and amendments to

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name FIA, as debtor, and BACCS, as secured party, of the Conveyed Assets, and (iii) deliver a file-stamped copy of such financing statements or amendments or other evidence of such filings to BACCS as soon as is practicable after filing.

(e) The parties hereto intend that the conveyance of FIA’s right, title and interest in and to the Conveyed Assets shall constitute an absolute contribution and sale, conveying good title free and clear of any liens, claims, encumbrances or rights of others, from FIA to BACCS. It is the intention of the parties hereto that the arrangements with respect to the Conveyed Assets shall constitute a contribution of and purchase and sale of such Conveyed Assets and not a loan, including for accounting purposes. In the event, however, that if it were to be determined that the transactions evidenced hereby constitute a loan and not a contribution, purchase and sale, it is the intention of the parties hereto that this Agreement shall constitute a security agreement under applicable law, and that FIA shall be deemed to have granted, and does hereby grant to BACCS a first priority perfected security interest in all of FIA’s right, title, and interest, whether now owned or hereafter acquired, in, to, and under the Conveyed Assets to secure the obligations of FIA hereunder.

(f) On or prior to the Closing Date, FIA shall mark its books, records, and computer files to make clear that the Receivables arising in the Initial Accounts and the related Conveyed Assets have been contributed and sold to BACCS under this Agreement. On or prior to each Addition Date, FIA shall mark its books, records, and computer files to make clear that the Receivables arising in the related Additional Accounts and the related Purchased Assets have been sold to BACCS under this Agreement. FIA shall not change any of these entries in its books, records, or computer files relating to an Account unless and until that Account has become an Excluded Account or FIA has taken all actions that are necessary or appropriate to maintain the perfection and the priority of BACCS’s ownership interest in the related Conveyed Assets. All acts required of FIA in this paragraph must be taken at FIA’s own expense.

(g) On or prior to the Closing Date, FIA must deliver to BACCS the initial Account Schedule. On or prior to the tenth Business Day in each Monthly Period, FIA will give BACCS written notice of the Addition Date applicable to the Additional Accounts with respect to the prior Monthly Period, if any, the Receivables of which are being sold to BACCS on such Addition Date. Promptly after a request from BACCS, and at least once every two months regardless of whether a request is made by BACCS, FIA must deliver to BACCS an updated Account Schedule that identifies all Accounts (including Additional Accounts). All acts required of FIA in this paragraph must be taken at FIA’s own expense.

(h) FI