EXHIBIT 4.2
AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED
MASTER POOLING AND SERVICING AGREEMENT
(FNANB CREDIT CARD MASTER TRUST)
AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED MASTER POOLING AND
SERVICING AGREEMENT, dated as of September 16, 2004 (this "Amendment"), among
FLEET BANK (RI), NATIONAL ASSOCIATION, a national banking association, as
Transferor (in such capacity, the "Transferor") and as Servicer (in such
capacity, the "Servicer"), and JPMORGAN CHASE BANK, a New York banking
corporation and successor trustee to First Union National Bank, as Trustee (in
such capacity, the "Trustee").
PRELIMINARY STATEMENTS
WHEREAS, the Transferor, the Servicer and the Trustee are parties to
a Second Amended and Restated Master Pooling and Servicing Agreement dated as of
November 18, 2003, as amended (the "Agreement"); and
WHEREAS, the parties hereto desire to amend the Agreement as set
forth herein;
NOW, THEREFORE, in consideration of the mutual agreements contained
herein, each party agrees as follows for the benefit of the other parties and
for the benefit of the Certificateholders:
Section 1. Definitions. All terms used in the Preliminary Statements
or elsewhere in this Amendment that are defined in the Agreement have the
meanings assigned to them therein, except to the extent such terms are amended
or modified in this Amendment.
Section 2. Amendment of Section 12.5. Subsection (c)(i) of the
Agreement shall be and hereby is amended by deleting the parenthetical provision
"(such deposit to be made from other than the Transferor's funds)" from such
subsection.
Section 3. Incorporation of Agreement. The Agreement as amended by
this Amendment is hereby incorporated by reference and forms a part of this
instrument with the same force and effect as if set forth in full herein. In the
event that any term or provision contained herein shall conflict or be
inconsistent with any term or provision contained in the Agreement, the terms
and provisions of this Amendment shall govern. After the date hereof, any
reference to the Agreement shall mean the Agreement as amended by this
Amendment.
Section 4. Ratification of the Agreement. As amended by this
Amendment, the Agreement is in all respects ratified and confirmed, and the
Agreement and this Amendment shall be read, taken and construed as one and the
same instrument.
Section 5. Counterparts. This Amendment may be executed in two or
more counterparts (and by different parties on separate counterparts), each of
which shall be an original, but all of which 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 (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS
LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS.
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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.
FLEET BANK (RI), NATIONAL ASSOCIATION,
as Transferor and Servicer
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, III
________________________________
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, III
Title: President
JPMORGAN CHASE BANK,
as Trustee
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
________________________________
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
Title: Vice President
Consent to Amendment No. 1
Ambac Assurance Corporation as Enhancement Provider with respect to all
outstanding Series hereby consents to this Amendment No. 1.
AMBAC ASSURANCE CORPORATION
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
_______________________________
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
