EXHIBIT 4.1
[EXECUTION COPY]
AMENDMENT NO. 1 TO AMENDED AND RESTATED
MASTER POOLING AND SERVICING AGREEMENT
(FNANB CREDIT CARD MASTER TRUST)
AMENDMENT NO. 1 TO AMENDED AND RESTATED MASTER POOLING AND SERVICING
AGREEMENT, dated as of November 30, 2002 (this "Amendment"), among DC FUNDING
INTERNATIONAL, INC., a Delaware corporation, as Transferor (in such capacity,
the "Transferor"), FIRST NORTH AMERICAN NATIONAL BANK, a national banking
association, 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
an Amended and Restated Master Pooling and Servicing Agreement dated as of
December 31, 2001 (the "Agreement");
WHEREAS, Section 13.1(b) of the Agreement provides that the Servicer,
the Transferor and the Trustee, without the consent of any of the
Certificateholders, may amend the Agreement from time to time, subject to
satisfaction of the conditions precedent set forth therein; 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 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 1.1.
(a) Section 1.1 of the Agreement is hereby amended by adding the
following definition:
"Excess Recoveries" shall mean, with respect to any Collection
Period, all Recoveries received during such Collection Period in
excess of the Default Amount for such Collection Period (calculated
without deducting such Recoveries in calculating the Default Amount
for such Collection Period).
(b) Section 1.1 of the Agreement is hereby amended by deleting the
definitions of "Finance Charge Receivables", "Principal Receivables" and
"Recoveries" in their entirety and by substituting the following therefor
(solely for convenience, changed text is italicized):
"Finance Charge Receivables" shall mean (i) Receivables
created in respect of Finance Charges, cash advance fees, annual fees,
late charges, overlimit charges, returned check charges and all other
fees and charges on the Accounts (other than Insurance Charges) and
(ii) Discount Option Receivables. Collections of Finance Charge
Receivables with respect to any Collection Period shall be deemed to
include (i) all Excess Recoveries with respect to such Collection
Period, (ii) the Interchange Amount, if any, with respect to such
Collection Period and (iii) all interest and other investment earnings
(net of losses and investment expenses), if any, received during such
Collection Period on funds on deposit in the Excess Funding Account.
"Principal Receivables" shall mean Receivables other than
Finance Charge Receivables, Receivables in Defaulted Accounts and
Discount Option Receivables. Collections of Principal Receivables with
respect to any Collection Period shall be deemed to include all
Recoveries received during such Collection Period (other than Excess
Recoveries with respect to such Collection Period).
"Recoveries" shall mean all amounts (including Insurance
Proceeds, if any) received by the Servicer with respect to Receivables
in Defaulted Accounts (net of any post-charge off adjustments).
Section 3. Amendment of Exhibit K. Exhibit K to the Agreement is
hereby amended by deleting such exhibit in its entirety and by replacing it with
Exhibit K attached hereto.
Section 4. 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 5. 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 6. 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 7. 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.
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.
DC FUNDING INTERNATIONAL, INC.,
as Transferor
By: /s/▇▇▇▇▇▇ ▇. ▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Vice President
FIRST NORTH AMERICAN NATIONAL BANK,
as Servicer
By: /s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: President
JPMORGAN CHASE BANK,
as Trustee
By: /s/▇▇▇▇▇▇ ▇▇▇
Name: ▇▇▇▇▇▇ ▇▇▇
Title: Trust Officer
