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EXHIBIT 4.2
EXECUTION COPY
SECOND AMENDMENT
TO THE
SERIES 1996-2 SUPPLEMENT
TO THE
POOLING AND SERVICING AGREEMENT
THIS SECOND AMENDMENT TO THE SERIES 1996-2 SUPPLEMENT TO THE
POOLING AND SERVICING AGREEMENT (this "Amendment"), dated as of March 31, 1997
is by and between FIRST UNION NATIONAL BANK OF GEORGIA, as Transferor and
Servicer, and THE BANK OF NEW YORK, as Trustee.
WHEREAS the Transferor and Servicer and the Trustee have
executed that certain Pooling and Servicing Agreement, dated as of September
29, 1995, as amended by the First Amendment to the Pooling and Servicing
Agreement, dated as of February 22, 1996 and as further amended by the Second
Amendment to the Pooling and Servicing Agreement, dated as of March 31, 1996
and as further amended by the Third Amendment to the Pooling and Servicing
Agreement, dated as of June 13, 1996 (as amended from time to time, the
"Pooling and Servicing Agreement");
WHEREAS the Transferor and the Servicer and the Trustee have
executed that certain Series 1996-2 Supplement to the Pooling and Servicing
Agreement, dated as of April 23, 1996, as amended by the First Amendment to the
Series 1996-2 Supplement to the Pooling and Servicing Agreement, dated as of
January 1, 1997 (as amended from time to time, the "Series 1996-2 Supplement,"
and together with the Pooling and Servicing Agreement, the "Agreement");
WHEREAS the Transferor and Servicer and the Trustee wish to
amend the Series 1996-2 Supplement as provided herein;
NOW THEREFORE, in consideration of the promises and the
agreements contained herein, the parties hereto agree as follows:
SECTION 1. Amendments of Section 2.
(a) The definition of "Investor Servicing Fee" in Section 2 is
hereby amended to read as follows:
"Investor Servicing Fee" shall have the meaning specified
in subsection 3(a) hereof; provided, however, that with respect to
the Monthly Periods of April 1997, May 1997 and June 1997, the
Investor Servicing Fee shall equal 0%.
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(b) The definition of "Class A Servicing Fee" in Section 2 is
hereby amended to read as follows:
"Class A Servicing Fee" shall have the meaning specified in
subsection 3(a) of this Series Supplement; provided, however, that with respect
to the Monthly Periods of April 1997, May 1997 and June 1997, the Class A
Servicing Fee shall equal 0%.
(c) The definition of "Class B Servicing Fee" in Section 2 is
hereby amended to read as follows:
"Class B Servicing Fee" shall have the meaning specified in
subsection 3(a) hereof; provided, however, that with respect to the Monthly
Periods of April 1997, May 1997 and June 1997, the Class B Servicing Fee shall
equal 0%.
(d) The definition of "Collateral Interest Servicing Fee" in
Section 2 is hereby amended to read as follows:
"Collateral Interest Servicing Fee" shall have the meaning
specified in subsection 3(a) hereof; provided, however, that with respect to
the Monthly Periods of April 1997, May 1997 and June 1997, the Collateral
Interest Servicing Fee shall equal 0%.
(e) The definition of "Servicer Interchange" in Section 2 is
hereby amended to read as follows:
"Servicer Interchange" shall mean, for any Monthly Period, the
portion of Collections of Finance Charge Receivables allocated to the Investor
Certificates and deposited in the Finance Charge Account with respect to such
Monthly Period that is attributable to Interchange; provided, however, that
Servicer Interchange for a Monthly Period shall not exceed one-twelfth of the
product of (i) the Adjusted Investor Interest as of the last day of such
Monthly Period and (ii) .75%; provided further, however, that with respect to
the Monthly Periods of April 1997, May 1997 and June 1997, the Servicer
Interchange shall equal 0%.
SECTION 2. Effectiveness. The amendment provided for by this
Amendment shall become effective upon receipt by the Trustee of the following,
each of which shall be satisfactory to the Trustee in its sole discretion:
(a) An Officer's Certificate from the Transferor to the
effect that the terms of this Amendment will not adversely affect in any
material respect the interests of any Investor Certificateholder.
(b) A written notice from each Rating Agency that this
Amendment will not result in a reduction or withdrawal of the rating of any
outstanding Series or Class to which it is a Rating Agency.
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(c) A written notice from the Transferor and the Servicer to
the effect that the Transferor and the Servicer have received the written
notice referred to above in subsection 2(b).
(d) Counterparts of this Amendment, duly executed by the
parties hereto.
SECTION 3. Agreement in Full Force and Effect as Amended.
Except as specifically amended or waived hereby, all of the terms and
conditions of the Agreement shall remain in full force and effect. All
references to the Agreement in any other document or instrument shall be deemed
to mean such Agreement as amended by this Amendment. This Amendment shall not
constitute a novation of the Agreement, but shall constitute an amendment
thereof. The parties hereto agree to be bound by the terms and obligations of
the Agreement, as amended by this Amendment, as though the terms and
obligations of the Agreement were set forth herein.
SECTION 5. Counterparts. This Amendment may be executed in
any number of counterparts and by separate parties hereto on separate
counterparts, each of which when executed shall be deemed an original, but all
such counterparts taken together shall constitute one and the same instrument.
SECTION 6. Governing Law. THIS AMENDMENT SHALL BE CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, 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.
SECTION 7. Defined Terms. Capitalized terms used herein and
not otherwise defined shall have the meanings assigned to such terms in the
Series 1996-2 Supplement.
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IN WITNESS WHEREOF, the Transferor, the Servicer and the
Trustee have caused this Amendment to be duly executed by their respective
officers as of the day and year first above written.
FIRST UNION NATIONAL
BANK OF GEORGIA,
Transferor and Servicer
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇
Title: Vice President and
Managing Director
THE BANK OF NEW YORK,
Trustee
By: /s/ ▇▇▇▇▇▇ ▇. Laser
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Name: ▇▇▇▇▇▇ ▇. Laser
Title: Assistant Vice President