Exhibit 4.1
EXECUTION COPY
FIRST AMENDMENT
TO
AMENDED AND RESTATED RECEIVABLES
CONTRIBUTION AND SALE AGREEMENT
THIS FIRST AMENDMENT TO THE AMENDED
AND RESTATED RECEIVABLES CONTRIBUTION AND SALE AGREEMENT, dated as
of November 14, 2006 (this “ Amendment ”)
is 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 ”).
WHEREAS, FIA and BACCS have executed
that certain Amended and Restated Receivables Contribution and Sale
Agreement, dated as of October 20, 2006 (as amended and
supplemented through the date hereof and as the same may be further
amended, supplemented or otherwise modified and in effect from time
to time, the “ Sale Agreement ”);
WHEREAS, FIA and BACCS wish to amend
the Sale Agreement as provided herein;
NOW THEREFORE, in consideration of
the promises and the agreements contained herein, the parties
hereto agree to amend the provisions of the Sale Agreement as
follows:
SECTION 1. Amendment of
Section 1.01 . Section 1.01 of the Sale Agreement is
hereby amended by inserting the following term in its correct
alphabetical order:
“ Pool Index File
” shall mean the file on FIA’s computer system that
identifies the Accounts.
SECTION 2. Amendment of
Section 2.01(f) . Section 2.01(f) of the Sale
Agreement is hereby amended and restated to read in its entirety as
follows:
“(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 and, in connection with such marking,
shall also identify such Initial Accounts in the Pool Index File
with either the designation “1994-MT” or with the
designation “NONSOLD.” 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 and, in connection
with such marking, shall also identify such Additional
Acc
