EX-99
CONFORMED COPY
AMENDMENT NUMBER 2 TO THE
AMENDED AND RESTATED POOLING AND SERVICING
AGREEMENT
THIS AMENDMENT NUMBER 2 TO THE AMENDED AND
RESTATED POOLING AND SERVICING AGREEMENT, dated as of November 9,
2005, (this "Amendment") is between BANK OF AMERICA, NATIONAL
ASSOCIATION (USA) (as successor by merger to Fleet Bank (RI),
National Association) ("BANA (USA)"), a national banking
association, as Servicer (in such capacity, the "Servicer"); FLEET
CREDIT CARD FUNDING TRUST, a Delaware business trust, as Transferor
(in such capacity, the "Transferor"); and DEUTSCHE BANK TRUST
COMPANY AMERICAS, as Trustee (in such capacity, the "Trustee")
under the Amended and Restated Pooling and Servicing Agreement,
dated as of December 1, 1993, and as amended and restated as of
January 1, 2002, and as amended by Amendment No. 1 thereto, dated
as of April 1, 2002 (the "Pooling and Servicing Agreement"),
between the Servicer, the Transferor and the Trustee.
RECITALS
WHEREAS, BANA (USA) wishes to amend the Pooling
and Servicing Agreement as provided herein in accordance with
Section 13.01(a) of the Pooling and Servicing Agreement, and the
Trustee is willing to consent to such amendment upon the terms
provided for herein.
NOW THEREFORE, in consideration of the premises
and the agreements contained herein, the parties hereto agree as
follows:
SECTION 1. Amendments to Account Removal
Provisions. The Pooling and Servicing Agreement shall be and hereby
is amended by the following:
1.
The following defined term and the definition thereof shall be
inserted in appropriate alphabetical order in Section
1.01:
"Zero Balance Account" shall
mean an Account which, according to the Servicer's records, has a
zero balance and shall have satisfied one or more of the criteria
in subclauses (a) through (c) below for a period of at least 90
consecutive calendar days: (a) closed; (b) expired; or (c)
previously charged off.
2.
Section 2.01 shall be amended be deleting the phrase ""02," "11,"
"12," "13," "14," "15," "16," "17," "20," "22" or "30" through "80"
(or any other code specified in an Assignment) in the PORTF_CD" in
the third paragraph thereof and inserting the phrase ""FleetB" (or
any other code specified in an Assignment) in the SecPoolID1" in
its place.
3.
The following text shall be added immediately following the final
paragraph of Section 2.09:
Notwithstanding the foregoing,
the Transferor may, but shall not be obligated to, designate at any
time Zero Balance Accounts, any future receivables of which will no
longer be part of the Trust and which shall be deemed to be Removed
Accounts, and to delete the code described in subsection 2.01 from
the appropriate computer files for such Accounts; provided, that
prior to such designation and removal, the Transferor and the
Servicer shall have delivered to each Rating Agency and the Trustee
an Officer's Certificate to the effect that to the best knowledge
of the Transferor and the Servicer, as the case may be, such
designation and removal shall not cause a Pay Out Event to occur.
The Transferor shall not be obligated to deliver to the Trustee any
computer file or microfiche list described in the third paragraph
of Section 2.01. The Rating Agency Condition shall not be required
to be satisfied with respect to any designation and removal of Zero
Balance Accounts in accordance with this paragraph.
SECTION 2. Amendments to Report Delivery
Provisions. The Pooling and Servicing Agreement shall be and hereby
is amended by the following:
1.
The phrase "on or before November 30 of each calendar year,
beginning with November 30, 1994" in Section 3.05 shall be deleted
in its entirety and shall be replaced by the following:
"on or before March 31 of each
calendar year, beginning with March 31, 2006".
2.
Section 3.06(a) shall be deleted in its entirety and replaced with
the following text:
On or before March 31 of each
calendar year, beginning with March 31, 2006, the Servicer shall,
to the extent required by applicable law, cause a firm of
nationally recognized independent public accountants (who may also
render other services to the Account Owner, the Servicer or the
Transferors) to furnish a report (addressed to the Trustee) to the
Trustee, the Servicer, the Transferors and each Rating Agency, to
the effect that they have applied certain procedures, based upon
established criteria that meet the standards applicable to
accountants' reports intended for general distribution, attesting
to the fairness of the assertion of the Servicer's management that
its internal controls over the functions performed as Servicer of
the Trust are effective, in all material respects, in providing
reasonable assurance that Trust assets are safeguarded against loss
from unauthorized use or disposition, on the date of such report,
and a report attesting to the fairness of
