EXHIBIT 4.1
[EXECUTION COPY]
AMENDMENT NO. 1 TO AMENDED AND RESTATED
MASTER POOLING AND SERVICING AGREEMENT
(CIRCUIT CITY 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
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 (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 "Recoveries" in its
entirety and by substituting the following therefor:
"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 L. Exhibit L to the Agreement
is hereby amended by deleting such exhibit in its entirety and by replacing it
with Exhibit L 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.
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
