EXHIBIT 4.2
[EXECUTION COPY]
AMENDMENT NO. 2 TO AMENDED AND RESTATED
MASTER POOLING AND SERVICING AGREEMENT
(CIRCUIT CITY CREDIT CARD MASTER TRUST)
AMENDMENT NO. 2 TO AMENDED AND RESTATED MASTER POOLING AND
SERVICING AGREEMENT, dated as of February 6, 2003 (this "Amendment"), among
TYLER INTERNATIONAL FUNDING, 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
DEUTSCHE BANK TRUST COMPANY AMERICAS (formerly known as Bankers Trust Company),
a New York banking corporation, 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, as amended (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. Section 1.1 of the
Agreement is hereby amended by deleting the definition of "Discount Option
Receivables" in its entirety and by substituting the following therefor (solely
for convenience, changed text is italicized):
"Discount Option Receivables" shall mean, on any
Date of Processing on and after the date on which the Transferor's
exercise of its discount option pursuant to Section 2.8 takes effect,
the sum of (a) the aggregate Discount Option Receivables at the end of
the prior Date of Processing (which amount, prior to the date on which
the Transferor's exercise of its discount option takes effect, shall
be zero) plus (b) any new Discount Option Receivables created on such
Date of Processing minus (c) any Discount Collections received on such
Date of Processing minus (d) an amount equal to the product of (i) a
fraction the numerator of which is the amount of Discount Option
Receivables and the denominator of which is the amount of all of the
Principal Receivables (including Discount Option Receivables), in each
case at the end of the prior Collection Period, and (ii) the aggregate
amount of Principal Receivables (other than Ineligible Receivables but
including Discount Option Receivables) in all Accounts which became
Defaulted Accounts on such Date of Processing. Discount Option
Receivables created on any Date of Processing shall mean the product
of the amount of any Principal Receivables created on such Date of
Processing (without giving effect to Discount Option Receivables) and
the Discount Percentage.
Section 3. Amendment of Section 2.8. Section 2.8 of the
Agreement is hereby amended by adding the following clause (f) thereto:
(f) For any Collection Period with respect to which
the discount option is in effect, the aggregate amount of Principal
Receivables (other than Ineligible Receivables) in all Accounts which
became Defaulted Accounts during such Collection Period (determined in
each case as of the date on which the related Account became a
Defaulted Account) will be deemed to be an amount equal to (A) the
aggregate amount of Principal Receivables (other than Ineligible
Receivables but including Discount Option Receivables) in all Accounts
which became Defaulted Accounts during such Collection Period
(determined in each case as of the date on which the related Account
became a Defaulted Account) minus (B) an amount equal to the product
of (i) a fraction the numerator of which is the amount of Discount
Option Receivables and the denominator of which is the amount of all
of the Principal Receivables (including Discount Option Receivables),
in each case at the end of the prior Collection Period, and (ii) the
aggregate amount of Principal Receivables (other than Ineligible
Receivables but including Discount Option Receivables) in all Accounts
which became Defaulted Accounts during such Collection Period
(determined in each case as of the date on which the related Account
became a Defaulted Account).
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.
TYLER INTERNATIONAL FUNDING, INC.,
as Transferor
By: /s/ Xxxxxx X. Xxxx
Name: Xxxxxx X. Xxxx
Title: Vice President
FIRST NORTH AMERICAN NATIONAL BANK,
as Servicer
By: /s/ Xxxxxxx X. Xxxxxxxxx
Name: Xxxxxxx X. Xxxxxxxxx
Title: President
DEUTSCHE BANK TRUST COMPANY AMERICAS,
as Trustee
By: /s/ Xxxxx Barstock
Name: Xxxxx Barstock
Title: Vice President
