EXHIBIT 4.1
EXECUTION COPY
AMENDMENT NUMBER 1 TO
RECEIVABLES PURCHASE AGREEMENT
THIS AMENDMENT NUMBER 1 TO RECEIVABLES PURCHASE AGREEMENT,
dated as of April 1, 2002 (this "Agreement") amends that Receivables Purchase
Agreement dated as of January 1, 2002, (the "Purchase Agreement") between FLEET
BANK (RI), NATIONAL ASSOCIATION, a national banking association ("Fleet (RI)")
and FLEET CREDIT CARD FUNDING TRUST, a Delaware limited liability company
("FCCF").
RECITALS
WHEREAS, Fleet (RI) and FCCF entered into the Purchase
Agreement pursuant to which Fleet (RI) sells credit card receivables to FCCF;
and
WHEREAS, Fleet (RI) has assigned its limited liability company
interest in FCCF to Fleet Credit Card Services, L.P., a Rhode Island limited
partnership ("Services"), and subsequent to such assignment, FCCF converted from
a Delaware limited liability company to a Delaware business trust and changed
its name to Fleet Credit Card Funding Trust; and
WHEREAS, the parties hereto have agreed to enter into this
Agreement to make conforming changes to the Purchase Agreement.
NOW, THEREFORE, in consideration of these premises, and for
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, it is hereby agreed that:
ARTICLE I
DEFINITIONS
Section 1.1 Definitions in the Purchase Agreement. Terms used
in this Agreement and not defined herein shall have the meanings assigned to
them in the Purchase Agreement.
ARTICLE II
AMENDMENTS TO THE PURCHASE AGREEMENT
Section 2.1 Amendment of the Introductory Paragraph to the
Purchase Agreement. The introductory paragraph to the Purchase Agreement is
hereby amended and restated in its entirety to read as follows:
RECEIVABLES PURCHASE AGREEMENT, dated as of January 1, 2002 by
and between FLEET BANK (RI), NATIONAL ASSOCIATION, a national banking
association (together with its permitted successors and assigns, "FLEET
(RI)"), and FLEET CREDIT CARD FUNDING TRUST, a Delaware business trust
(together with its permitted successors and assigns, "FCCF").
Section 2.2 Amendment to Section 1.01. Section 1.01 of the
Purchase Agreement is hereby amended by deleting the definition of "Requirements
of Law" and inserting the following in its place:
"Requirements of Law" with respect to any Person shall mean
the certificate of trust or incorporation or formation or trust
agreement or articles of association and by-laws, limited liability
company agreement, or other organizational or governing documents of
such Person, any law, treaty, rule or regulation, or determination of
any arbitrator or Governmental Authority, in each case applicable to or
binding upon such Person or to which such Person is subject, whether
Federal, state or local (including, without limitation, usury laws, the
Federal Truth in Lending Act and Regulation Z and Regulation B of the
Board of Governors of the Federal Reserve System).
Section 2.3 Amendment to Section 2.04. Section 2.04 of the
Purchase Agreement is hereby amended by deleting all references to "for goods
and services" and inserting "less the new acquisition balance transfers for such
month." at the end of the last sentence of such Section.
Section 2.4 Amendment to Section 4.03. Subsection 4.03(a) of
the Purchase Agreement is hereby amended by deleting the language "FCCF is a
limited liability company duly formed" and inserting "FCCF is a business trust
duly created" in its place.
Section 2.5 Amendment to Address of FCCF. Clause (b) in
Section 9.03 of the Purchase Agreement is hereby amended to read as follows:
(b) in the case of FCCF, to Fleet Credit Card Funding Trust,
300 N. Wakefield Drive, Suite DE EH 60002P, Newark, Delaware 19702,
Attention: President, with a copy to General Counsel of Fleet Credit
Card Funding Trust, Suite PA EH 066 01H, 680 Blair Mill Road, Horsham,
Pennsylvania 19044 and
2
Section 2.6 Amendment to Exhibit A to Purchase Agreement.
Exhibit A to the Purchase Agreement is hereby amended by deleting the first
paragraph and inserting the following in its place:
SUPPLEMENTAL CONVEYANCE No. ___ dated as of _______________,
by and between FLEET BANK (RI), NATIONAL ASSOCIATION, a national
banking association ("Fleet (RI)"), and FLEET CREDIT CARD FUNDING
TRUST, a Delaware business trust ("FCCF"), pursuant to the Receivables
Purchase Agreement referred to below.
ARTICLE III
RATIFICATION OF THE PURCHASE AGREEMENT
Section 3.1 Ratification. Except to the extent specifically
amended or supplemented by this Agreement, the Purchase Agreement is hereby
confirmed and ratified in all respects and shall remain in full force and
effect. All references to the Purchase Agreement in any other document or
instrument shall be deemed to mean the Purchase Agreement as amended by this
Agreement. This Agreement shall not constitute a novation of the Purchase
Agreement, but shall constitute an amendment thereof. The parties hereto agree
to be bound by the terms and obligations of the Purchase Agreement, as amended
by this Agreement, as though the terms and obligations of the Purchase Agreement
were set forth herein.
ARTICLE IV
MISCELLANEOUS PROVISIONS
Section 4.1 Effectiveness. This Agreement shall be effective
upon the following:
(a) the satisfaction of the Rating Agency Condition; and
(b) the delivery to the Trustee and the Servicer of an
Officer's Certificate of FCCF to the effect that FCCF reasonably
believes that the amendments in this Agreement will not have an Adverse
Effect.
Section 4.2 Headings. The headings herein are for purposes of
reference only and shall not otherwise affect the meaning or interpretation of
any provision hereof.
Section 4.3 Counterparts. This Agreement 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 shall constitute one and
the same instrument.
Section 4.4 Governing Law. THIS AGREEMENT 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
3
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS.
4
IN WITNESS WHEREOF, the undersigned have caused this Agreement
to be duly executed and delivered by their respective duly authorized officers
on the day and year first above written.
FLEET BANK (RI), NATIONAL ASSOCIATION
By: /s/ Jeffrey Lipson
--------------------------------
Name: Jeffrey Lipson
Title: Vice President
FLEET CREDIT CARD FUNDING TRUST,
formerly FLEET CREDIT CARD FUNDING, LLC
By: /s/ Jeffrey Lipson
--------------------------------
Name: Jeffrey Lipson
Title: Vice President
Acknowledged and agreed to by:
BANKERS TRUST COMPANY,
not in its individual capacity,
but solely as Trustee
By: /s/ Peter Becker
--------------------------------
Name: Peter Becker
Title: Assistant Vice President
[Signature page to Amendment No. 1 to Receivables Purchase Agreement]