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Show all filings for FIA CARD SERVICES, NATIONAL ASSOCIATION | Request a Trial to NEW EDGAR Online Pro

Form 8-K for FIA CARD SERVICES, NATIONAL ASSOCIATION


20-Oct-2006

Other Events


Item 8.01 Other Events.

As previously reported, on January 1, 2006, MBNA Corporation merged with and into Bank of America Corporation. As a result of the merger, MBNA America Bank, National Association ("MBNA") became a wholly-owned subsidiary of Bank of America Corporation. On June 10, 2006, MBNA changed its name to FIA Card Services, National Association ("FIA").

On October 20, 2006, Bank of America, National Association (USA) ("BANA(USA)"), a subsidiary of Bank of America Corporation, merged with and into FIA. Coinciding with the merger of BANA(USA) with and into FIA, BA Credit Card Funding, LLC ("Funding"), a recently-formed Delaware limited liability company and an affiliate of FIA, succeeded FIA as the depositor of the BA Master Credit Card Trust II ("Master Trust II") and the BA Credit Card Trust ("BACCT"), effective on October 20, 2006 (the "Substitution Date").

Prior to the Substitution Date, FIA formed Master Trust II and transferred credit card receivables arising in accounts originated or acquired by FIA to Master Trust II. On and after the Substitution Date, FIA will originate and own credit card accounts from which receivables may be transferred to Banc of America Consumer Card Services, LLC ("BACCS"), a limited liability company formed under the laws of North Carolina and an indirect subsidiary of FIA. Certain of the receivables transferred to BACCS may be sold to Funding by BACCS, for addition to Master Trust II. FIA will remain the sponsor of Master Trust II and BACCT. In addition, FIA will remain the originator of the receivables transferred to Master Trust II, and FIA will continue to administer and service the receivables transferred to Master Trust II.

In connection with the succession and related events described above, each of the following agreements was executed on the Substitution Date:

(a) the Amended and Restated Receivables Contribution and Sale Agreement, dated as of October 20, 2006, between FIA and BACCS, a copy of which is filed as Exhibit 4.1 to this report;

(b) the Receivables Purchase Agreement, dated as of October 20, 2006, between BACCS and Funding, a copy of which is filed as Exhibit 4.2 to this report;

(c) the Second Amended and Restated Pooling and Servicing Agreement, dated as of October 20, 2006, among Funding, as transferor, FIA, as servicer, and The Bank of New York, as trustee (the "Trustee"), a copy of which is filed as Exhibit 4.3 to this report;

(d) the Second Amended and Restated Series 2001-D Supplement to the Second Amended and Restated Pooling and Servicing Agreement, dated as of October 20, 2006, among Funding, FIA and the Trustee, a copy of which is filed as Exhibit 4.4 to this report;



(e) the Third Amended and Restated Trust Agreement of the BA Credit Card Trust, dated as of October 20, 2006, between Funding and Wilmington Trust Company, a copy of which is filed as Exhibit 4.5 to this report;

(f) the Second Amended and Restated Indenture, dated as of October 20, 2006, between BA Credit Card Trust and The Bank of New York, as indenture trustee, a copy of which is filed as Exhibit 4.6 to this report; and

(g) the Amended and Restated Delegation of Servicing Agreement, dated as of October 20, 2006, between FIA and Banc of America Card Servicing Corporation, a copy of which is filed as Exhibit 99.1 to this report.

Section 9 - Financial Statements and Exhibits.

Item 9.01(d). Exhibits.

The following are filed as Exhibits to this Report.



Exhibit 4.1    Amended and Restated Receivables Contribution and Sale Agreement,
               dated as of October 20, 2006.

Exhibit 4.2    Receivables Purchase Agreement, dated as of October 20, 2006.

Exhibit 4.3    Second Amended and Restated Pooling and Servicing Agreement, dated
               as of October 20, 2006.

Exhibit 4.4    Second Amended and Restated Series 2001-D Supplement to the Second
               Amended and Restated Pooling and Servicing Agreement, dated as of
               October 20, 2006.

Exhibit 4.5    Third Amended and Restated Trust Agreement of the BA Credit Card
               Trust, dated as of October 20, 2006.

Exhibit 4.6    Second Amended and Restated Indenture, dated as of October 20, 2006.

Exhibit 99.1   Amended and Restated Delegation of Servicing Agreement, dated as of
               October 20, 2006.


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