Exhibit 4.14
EXECUTION COPY
FIRST AMENDMENT
TO
THE CHEVY CHASE MASTER CREDIT CARD TRUST II
RECEIVABLES PURCHASE AGREEMENT
THIS FIRST AMENDMENT TO THE CHEVY CHASE MASTER CREDIT CARD TRUST II
RECEIVABLES PURCHASE AGREEMENT, dated as of June 26, 1997 (this "First
Amendment"), is by and between CHEVY CHASE BANK, F.S.B. (the "Seller"), a
federally chartered stock savings bank, as Seller and CCB HOLDING CORPORATION, a
Delaware corporation (the "Purchaser"), a Delaware corporation, as Purchaser.
WHEREAS Section 9.1 of the Receivables Purchase Agreement (the
"Agreement"), dated as of June 1, 1995, by and between the Seller and the
Purchaser, permits amendment of the Agreement on the terms and conditions
therein specified; and
WHEREAS the Seller and the Purchaser wish to amend the Agreement
thereto as provided herein;
NOW THEREFORE, in consideration of the premises and the agreements
contained herein, the parties hereto agree as follows:
SECTION 1. Amendment of Section 1.1. Section 1.1 of the Agreement
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shall be amended by deleting the last sentence of the definition of "Receivable"
and substituting in its place the following:
Receivables that become Defaulted Receivables (and any other
Receivables in any Account that are charged off as uncollectible in
accordance with the Credit Card Guidelines and the Servicer's
customary and usual servicing procedures for servicing revolving
credit card receivables comparable to the Receivables) shall not be
shown on the Servicer's records as amounts payable (and shall cease to
be included as Receivables) on the day on which they become Defaulted
Receivables (or are so charged off).
SECTION 2. Effectiveness. The amendments provided for by this First
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Amendment shall become effective as of the day and year first above written upon
the occurrence of each of the following events:
(a) the Rating Agency Condition shall have been satisfied with
respect to this First Amendment;
(b) the Seller and the Purchaser shall have delivered to the Trustee
an Officer's Certificate to the effect that each reasonably believes that
this First Amendment will not adversely affect in any material respect the
interests of any Investor Certificateholder; and
(c) the Seller and the Purchaser shall have received counterparts of
this First Amendment, duly executed by the parties hereto.
SECTION 3. Agreement in Full Force and Effect as Amended. Except as
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specifically amended 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 the Agreement as amended by
this First Amendment. This First Amendment shall not constitute a novation of
the Agreement, but shall constitute an amendment thereof.
SECTION 4. Counterparts. This First Amendment may be executed in any
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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 5. Governing Law. THIS FIRST AMENDMENT SHALL BE CONSTRUED IN
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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 6. Defined Terms. Capitalized terms used herein and not
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otherwise defined shall have the meanings assigned to such terms in the
Agreement.
IN WITNESS WHEREOF, Chevy Chase Bank, F.S.B. and CCB Holding
Corporation have caused this First Amendment to be duly executed by their
respective officers as of the day and year first above written.
CHEVY CHASE BANK, F.S.B.,
as Seller and Servicer
By: /s/ Xxxx X. Xxxxxxxx
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Name: Xxxx X. Xxxxxxxx
Title: Senior Vice President and Controller
CCB HOLDING CORPORATION,
as Purchaser
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: President
