-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Wv+OhWGpRRdnECclHaq9y8M92qhEeJBSGizDmQcmfnWUzyaEU2/kw4rEMb0c1NDi Rh69su62VFD4Yxj5HSKRYA== /in/edgar/work/0000893220-00-001085/0000893220-00-001085.txt : 20000927 0000893220-00-001085.hdr.sgml : 20000927 ACCESSION NUMBER: 0000893220-00-001085 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20000825 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000922 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FLEET CREDIT CARD MASTER TRUST II CENTRAL INDEX KEY: 0000924992 STANDARD INDUSTRIAL CLASSIFICATION: [6189 ] IRS NUMBER: 050495490 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-20973 FILM NUMBER: 727336 BUSINESS ADDRESS: STREET 1: 111 WESTMINSTER STREET STREET 2: 1 RIGHTER PARKWAY CITY: PROVIDENCE STATE: RI ZIP: 02903 BUSINESS PHONE: 4012785451 MAIL ADDRESS: STREET 1: 101 GIBRALTER RD STREET 2: 1 RIGHTER PARKWAY CITY: HORSHAM STATE: PA ZIP: 19044 FORMER COMPANY: FORMER CONFORMED NAME: ADVANTA CREDIT CARD MASTER TRUST II DATE OF NAME CHANGE: 19940609 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FLEET BANK NATIONAL ASSOCIATION /RI/ CENTRAL INDEX KEY: 0001056909 STANDARD INDUSTRIAL CLASSIFICATION: [6189 ] IRS NUMBER: 050495490 STATE OF INCORPORATION: RI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-23891 FILM NUMBER: 727337 BUSINESS ADDRESS: STREET 1: 111 WESTMINSTER STREET CITY: PROVIDENCE STATE: RI ZIP: 02903 BUSINESS PHONE: 4012785451 MAIL ADDRESS: STREET 1: 101 GIBRALTAR ROAD CITY: HORSHAM STATE: PA ZIP: 19044-2303 8-K 1 w40628e8-k.txt FORM 8-K FLEET CREDIT CARD MASTER TRUST II 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------ FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) August 25, 2000 Fleet Bank (RI), National Association ------------------------------------------------------------- (Exact name of registrant as specified in its charter) on behalf of the Fleet Credit Card Master Trust II United States 333-38650-01 050495490 - ------------------------------------------ ------------------------------------- ------------------------------- (State or Other Jurisdiction of (Commission File Number) (IRS Employer Identification Incorporation) Number)
111 Westminster Street Providence, Rhode Island 02903 --------------------------------------------------------- ------------------------------------------------------- (Address of Principal Executive Office) (Zip Code)
Registrant's telephone number, including area code (401) 278-5451 N/A - -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) 2 INFORMATION TO BE INCLUDED IN THE REPORT Item 1. Not Applicable. Item 2. Not Applicable. Item 3. Not Applicable. Item 4. Not Applicable. Item 5. On August 25, 2000 the Fleet Credit Card Master Trust II issued its Class A 7.02% Asset Backed Certificates and its Class B Floating Rate Asset Backed Certificates. Item 6. Not Applicable. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. Exhibits 4.1 Series 2000-C Supplement dated as of August 25, 2000. 10.1 ISDA Master Agreement dated August 25, 2000. Item 8. Not Applicable. Item 9. Not Applicable. 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. FLEET BANK (RI), NATIONAL ASSOCIATION On behalf of the Fleet Credit Card Master Trust II By: /s/ Jeffrey A. Lipson ----------------------------------- Name: Jeffrey A. Lipson Title: Vice President 4 EXHIBIT INDEX Exhibit Description - ------- ----------- 4.1 Series 2000-C Supplement dated as of August 25, 2000. 10.1 ISDA Master Agreement dated August 25, 2000. EX-4.1 2 w40628ex4-1.txt SERIES 2000-C SUPPLEMENT DATED AS OF 8-25-2000 1 Exhibit 4.1 EXECUTION COPY FLEET BANK (RI), NATIONAL ASSOCIATION Seller and Servicer and BANKERS TRUST COMPANY Trustee on behalf of the Series 2000-C Certificateholders SERIES 2000-C SUPPLEMENT Dated as of August 25, 2000 to AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT Dated as of December 1, 1993, as Amended and Restated on May 23, 1994 FLEET CREDIT CARD MASTER TRUST II SERIES 2000-C 2 TABLE OF CONTENTS
PAGE ARTICLE I Creation of the Series 2000 - C Certificates Section 1.1 Designation ..................................................................... 1 ARTICLE II Definitions Section 2.1 Definitions ..................................................................... 2 ARTICLE III Servicer and Trustee Section 3.1 Servicing Compensation .......................................................... 18 ARTICLE IV Rights of Series 2000-C Certificateholders and Collateral Interest Holder and Allocation and Application of Collections Section 4.1 Collections and Allocations ..................................................... 19 Section 4.2 Determination of Monthly Interest ............................................... 21 Section 4.3 Determination of Monthly Principal .............................................. 23 Section 4.4 Required Amount ................................................................. 24 Section 4.5 Application of Class A Available Funds, Class B Available Funds, Collateral Available Funds and Available Investor Principal Collections ......... 25 Section 4.6 Defaulted Amounts; Investor Charge-Offs ......................................... 27 Section 4.7 Excess Spread; Excess Finance Charges ........................................... 28 Section 4.8 Reallocated Principal Collections ............................................... 30 Section 4.9 Excess Finance Charges .......................................................... 30 Section 4.10 Shared Principal Collections .................................................... 31 Section 4.11 Determination of LIBOR .......................................................... 31 Section 4.12 Principal Funding Account ....................................................... 32 Section 4.13 Accumulation Period ............................................................. 33 Section 4.14 Reserve Account ................................................................. 33 Section 4.15 Swap Reserve Fund ............................................................... 35 Section 4.16. Interest Rate Swap .............................................................. 37 Section 4.17. Interest Reserve Account ........................................................ 39
3 TABLE OF CONTENTS (continued)
PAGE ARTICLE V Distributions and Reports to Series 2000-C Certificateholders Section 5.1 Distributions ................................................................... 41 Section 5.2 Certificates and Statements ..................................................... 42 ARTICLE VI Series 2000-C Pay Out Events Section 6.1 Series 2000-C Pay Out Events .................................................... 43 ARTICLE VII Optional Repurchase; Series Termination Section 7.1 Optional Repurchase ............................................................. 44 Section 7.2 Series Termination .............................................................. 44 ARTICLE VIII Final Distributions Section 8.1 Sale of Receivables or Certificateholders' Interest Pursuant to Section 2.06 or 10.01 of the Agreement ....................................................... 45 Section 8.2 Distribution of Proceeds of Sale, Disposition or Liquidation of the Receivables Pursuant to Section 9.02 of the Agreement ....................................... 46 Section 8.3 Instructions Pursuant to Section 9.02(a) of the Agreement ....................... 47 ARTICLE IX Certificates Section 9.1 Book-Entry Certificates ......................................................... 48 ARTICLE X Miscellaneous Provisions Section 10.1. Certain Matters Regarding the Collateral Interest Holder ........................ 48 Section 10.2 Ratification of Agreement ....................................................... 48 Section 10.3 Counterparts .................................................................... 48 Section 10.4 Governing Law ................................................................... 48 Section 10.5 Notices ......................................................................... 48 Section 10.6 Amendments ...................................................................... 48 Section 10.7. Uncertificated Securities ....................................................... 49 Section 10.8. Transfers of the Collateral Interest ............................................ 49
ii 4 TABLE OF CONTENTS (continued) PAGE EXHIBITS EXHIBIT A-1 Form of Class A Certificate EXHIBIT A-2 Form of Class B Certificate EXHIBIT B Form of Monthly Payment Instructions EXHIBIT C Form of Monthly Certificateholders' Statement EXHIBIT D Form of Investment Letter iii 5 SERIES 2000-C SUPPLEMENT, dated as of August 25, 2000 (the "Supplement"), among FLEET BANK (RI), NATIONAL ASSOCIATION, a national banking association, as Seller and Servicer by assignment from ADVANTA NATIONAL BANK pursuant to an Assignment and Assumption Agreement dated as of February 20, 1998, and BANKERS TRUST COMPANY, a New York banking corporation, as Trustee. Pursuant to the Amended and Restated Pooling and Servicing Agreement dated as of December 1, 1993, as Amended and Restated on May 23, 1994 (and as subsequently amended and supplemented, including by the terms of this Supplement, the "Agreement"), among Fleet Bank (RI), National Association (successor to Advanta National Bank), as Seller and Servicer, and the Trustee, the Fleet Credit Card Master Trust II (formerly known as ADVANTA Credit Card Master Trust II) (the "Trust") has been created. Section 6.03 of the Agreement provides that the Seller may from time to time direct the Trustee to authenticate one or more new Series of Investor Certificates representing fractional undivided interests in the Trust. The Principal Terms of any new Series are to be set forth in a Supplement to the Agreement. Pursuant to this Supplement, the Seller and the Trustee shall create a new Series of Investor Certificates and specify the Principal Terms thereof. ARTICLE I Creation of the Series 2000 - C Certificates Section 1.1 Designation. (a) There is hereby created a Series of Investor Certificates to be issued pursuant to the Agreement and this Supplement to be known as "Fleet Credit Card Master Trust II, Series 2000-C." The Series of Investor Certificates created hereby shall be issued in two Classes. The first Class shall be known as the "Class A 7.02% Asset Backed Certificates, Series 2000-C," and the second Class shall be known as the "Class B Floating Rate Asset Backed Certificates, Series 2000-C." In addition, there is hereby created a third Class of interests in the Trust which, except as expressly provided herein, shall be deemed to be "Investor Certificates" for all purposes under the Agreement and this Supplement and shall be in uncertificated form and which shall be known as the "Collateral Interest, Series 2000-C." The Collateral Interest Holder shall be the Series Enhancer for Series 2000-C. (b) Series 2000-C shall be included in Group One. Series 2000-C shall be a Principal Sharing Series with respect to Group One only. Series 2000-C shall not be subordinated to any other Series. Notwithstanding any provision in the Agreement or in this Supplement to the contrary, the first Distribution Date with respect to Series 2000-C shall be the October 2000 Distribution Date, and references herein to the Monthly Period relating to the October 2000 Distribution Date shall mean the period from the Closing Date through the end of September 2000. (c) In the event that any term or provision contained herein shall conflict with or be inconsistent with any term or provision contained in the Agreement, the terms and provisions of this Supplement shall govern. 6 (d) The Collateral Interest Holder, as holder of an "Investor Certificate" under the Agreement, shall be entitled to the benefits of the Agreement and this Supplement. Notwithstanding the foregoing, except as expressly provided herein, (i) the provisions of Article VI and Article XII of the Agreement relating to the execution, authentication, delivery, presentation, cancellation and surrender of Registered Certificates and clauses (a) and (c) of the definition of "Tax Opinion" in Section 1.01 of the Agreement shall not be applicable to the Collateral Interest, and (ii) the provisions of Section 3.07 of the Agreement shall not cause the Collateral Interest to be treated as debt for federal, state and local income and franchise tax purposes, but rather the Seller intends, and together with the Collateral Interest Holder, agrees to treat the Collateral Interest for federal, state and local income and franchise tax purposes as representing an equity interest in the assets of the Trust. ARTICLE II Definitions Section 2.1 Definitions. (a) Whenever used in this Supplement, the following words and phrases shall have the following meanings, and the definitions of such terms are applicable to the singular as well as the plural forms of such terms and the masculine as well as the feminine and neuter genders of such terms. "Accumulation Date" shall mean the close of business on October 31, 2004. "Accumulation Period" shall mean, unless a Pay Out Event with respect to Series 2000-C shall have occurred prior thereto, the period commencing on the Accumulation Date or such later date as is determined in accordance with Section 4.13 and ending on the first to occur of (a) the commencement of the Rapid Accumulation Period, (b) the commencement of the Rapid Amortization Period, (c) the payment in full to the Series 2000-C Holders of the Investor Amount or (d) the Series Termination Date. "Accumulation Period Length" shall have the meaning specified in Section 4.13. "Additional Interest" shall mean, at any time of determination, the Class A Additional Interest, the Class B Additional Interest and the Collateral Additional Interest. "Assignee" shall have the meaning specified in subsection 10.8(a). "Available Investor Principal Collections" shall mean, with respect to any Monthly Period, an amount equal to the sum of (a) (i) an amount equal to the Principal Allocation Percentage of all Collections of Principal Receivables received during such Monthly Period minus (ii) the amount of Reallocated Principal Collections with respect to such Monthly Period which pursuant to Section 4.8 are required to fund any deficiency in the amounts to be distributed pursuant to Sections 4.5(a)(i), (ii), (iii) and (iv), 4.5(b)(i) and (ii) and 4.7(d) for the related Distribution Date, plus (b) any Shared Principal Collections with respect to other Series in Group One that are allocated to Series 2000-C in accordance with Section 4.04 of the 2 7 Agreement and Section 4.10 hereof, plus (c) any other amounts which pursuant to subsection 4.5(a)(iv) (including any amounts allocated with respect thereto pursuant to subsection 4.7(a)) and Section 4.7 hereof are to be treated as Available Investor Principal Collections with respect to the related Distribution Date. "Average Principal Balance" shall mean, for any Monthly Period in which an Addition Date occurs, the weighted average of the sum of the Principal Receivables in the Trust and the principal amount on deposit in the Excess Funding Account at the end of the day on the last day of the prior Monthly Period and the sum of the Principal Receivables in the Trust and the principal amount on deposit in the Excess Funding Account at the end of the day on the related Addition Date, weighted, respectively, by a fraction, the numerator of which is the number of days from and including the first day of such Monthly Period, to but excluding the related Addition Date, and the denominator of which is the number of days in such Monthly Period, and by a fraction, the numerator of which is the number of days from and including the related Addition Date to and including the last day of such Monthly Period, and the denominator of which is the number of days in such Monthly Period. "Available Swap Reserve Fund Amount" shall mean, with respect to any Transfer Date, the lesser of (a) the amount on deposit in the Swap Reserve Fund on such date (after taking into account any interest and earnings retained in the Swap Reserve Fund pursuant to subsection 4.15(b) on such date), and (b) the Required Swap Reserve Fund Amount. "Bank" shall mean Fleet Bank (RI), National Association. "Base Rate" shall mean, with respect to any Monthly Period, the annualized percentage equivalent of a fraction, the numerator of which is equal to the sum of the Class A Monthly Interest, the Class B Monthly Interest, the Collateral Minimum Monthly Interest, the Net Swap Payment, if any, each for the related Interest Period, less the Net Swap Receipt, if any, deposited in the Collection Account for such Interest Period, and the Monthly Servicing Fee with respect to the related Distribution Date and the denominator of which is the Investor Amount as of the last day of the preceding Monthly Period. "Class A Additional Interest" shall have the meaning specified in subsection 4.2(a). "Class A Available Funds" shall mean, with respect to any Monthly Period, an amount equal to the sum of (a) the Class A Floating Percentage of the Collections of Finance Charge Receivables allocated to Series 2000-C (including any amounts that are to be treated as Collections of Finance Charge Receivables in accordance with the Agreement), (b) the amount of Principal Funding Investment Proceeds, if any, with respect to such Distribution Date, (c) the amount of funds, if any, to be withdrawn from the Reserve Account which, pursuant to Section 4.14, are required to be included in Class A Available Funds with respect to such Distribution Date, (d) the Net Swap Receipt, if any, deposited in the Collection Account with respect to such Monthly Period and any previously due but not paid Net Swap Receipts deposited in the Collection Account with respect to such Monthly Period, (e) amounts, if any, to be withdrawn from the Swap Reserve Fund which will be deposited into the Collection Account on the related Transfer Date pursuant to subsection 4.15(d), and (f) amounts, if any, to be withdrawn from the 3 8 Interest Reserve Account and deposited into the Collection Account on the related Transfer Date pursuant to subsection 4.17(c). "Class A Certificate Rate" shall mean 7.02% per annum. "Class A Certificateholder" shall mean the Person in whose name a Class A Certificate is registered in the Certificate Register. "Class A Certificates" shall mean any one of the Certificates executed by the Seller and authenticated by or on behalf of the Trustee, substantially in the form of Exhibit A-1. "Class A Expected Final Distribution Date" shall mean the August 2005 Distribution Date. "Class A Floating Percentage" shall mean, with respect to any Monthly Period, the percentage equivalent (which percentage shall never exceed 100%) of a fraction, the numerator of which is equal to the Class A Invested Amount as of the close of business on the last day of the preceding Monthly Period and the denominator of which is equal to the Invested Amount as of such day; provided, however, that with respect to the first Monthly Period, the Class A Floating Percentage shall mean the percentage equivalent of a fraction, the numerator of which is the Class A Initial Invested Amount and the denominator of which is the Initial Invested Amount. "Class A Initial Invested Amount" shall mean $529,750,000. "Class A Interest Shortfall" shall have the meaning specified in subsection 4.2(a). "Class A Invested Amount" shall mean, on any date of determination, an amount equal to (a) the Class A Initial Invested Amount, minus (b) the aggregate amount of principal payments made to the Class A Certificateholders on or prior to such date, minus (c) the excess, if any, of the aggregate amount of Class A Investor Charge-Offs for all prior Distribution Dates over the aggregate amount of Class A Investor Charge-Offs reimbursed pursuant to subsection 4.6(a) prior to such date minus (d) the Principal Funding Account Balance (but not in excess of the Class A Initial Invested Amount) on such date. "Class A Investor Amount" shall mean, on any date of determination, an amount equal to the sum of (a) the Class A Invested Amount and (b) the Principal Funding Account Balance (but not in excess of the Class A Initial Invested Amount). "Class A Investor Charge-Off" shall have the meaning specified in Section 4.6(a). "Class A Investor Default Amount" shall mean, with respect to each Distribution Date, an amount equal to the product of (i) the Investor Default Amount for the related Monthly Period and (ii) the Class A Floating Percentage for such Monthly Period. "Class A Monthly Interest" shall have the meaning specified in Section 4.2(a). "Class A Monthly Principal" shall have the meaning specified in Section 4.3(a). 4 9 "Class A Penalty Rate" shall mean the sum of the Class A Certificate Rate and 2.00% per annum. "Class A Principal Percentage" shall mean, with respect to any Monthly Period (i) during the Revolving Period, the percentage equivalent (which percentage shall never exceed 100%) of a fraction, the numerator of which is the Class A Invested Amount as of the last day of the immediately preceding Monthly Period and the denominator of which is the Invested Amount as of such day and (ii) after the Revolving Period, the percentage equivalent (which percentage shall never exceed 100%) of a fraction, the numerator of which is the Class A Invested Amount as of the last day of the Revolving Period, and the denominator of which is the Invested Amount as of such last day; provided, however, that with respect to the first Monthly Period, the Class A Principal Percentage shall mean the percentage equivalent of a fraction, the numerator of which is the Class A Initial Invested Amount and the denominator of which is the Initial Invested Amount. "Class A Required Amount" shall have the meaning specified in Section 4.4(a). "Class A Servicing Fee" shall have the meaning specified in Section 3.1. "Class B Additional Interest" shall have the meaning specified in Section 4.2(b). "Class B Available Funds" shall mean, with respect to any Monthly Period, an amount equal to the Class B Floating Percentage of the Collections of Finance Charge Receivables allocated to Series 2000-C (including any amounts that are to be treated as Collections of Finance Receivables in accordance with the Agreement). "Class B Certificate Rate" shall mean, for any Interest Period with respect to the Class B Certificates, a per annum rate equal to LIBOR as of the LIBOR Determination Date for such Interest Period plus the Class B Certificate Rate Spread. "Class B Certificate Rate Spread" shall mean 0.39% per annum. "Class B Certificateholder" shall mean the Person in whose name a Class B Certificate is registered in the Certificate Register. "Class B Certificates" shall mean any one of the Certificates executed by the Seller and authenticated by or on behalf of the Trustee, substantially in the form of Exhibit A-2. "Class B Expected Final Distribution Date" shall mean the August 2005 Distribution Date. "Class B Floating Percentage" shall mean, with respect to any Monthly Period, the percentage equivalent (which percentage shall never exceed 100%) of a fraction, the numerator of which is equal to the Class B Invested Amount as of the close of business on the last day of the preceding Monthly Period and the denominator of which is equal to the Invested Amount as of such day; provided, however, that with respect to the first Monthly Period, the Class B Floating Percentage shall mean the percentage equivalent of a fraction, the numerator of 5 10 which is the Class B Initial Invested Amount and the denominator of which is the Initial Invested Amount. "Class B Initial Invested Amount" shall mean $48,750,000. "Class B Interest Shortfall" shall have the meaning specified in Section 4.2(b). "Class B Invested Amount" shall mean, on any date of determination, an amount equal to (a) the Class B Initial Invested Amount, minus (b) the aggregate amount of principal payments made to the Class B Certificateholders on or prior to such date, minus (c) the excess, if any, of the aggregate amount of Class B Investor Charge-Offs for all prior Distribution Dates over the aggregate amount of any reimbursement of Class B Investor Charge-Offs pursuant to subsection 4.6(b) for all Distribution Dates preceding such date, minus (d) the aggregate amount of Reallocated Principal Collections allocated on all prior Distribution Dates pursuant to Section 4.8(a) (excluding any Reallocated Principal Collections that have resulted in a reduction in the Collateral Invested Amount pursuant to Section 4.6(c)), minus (e) an amount equal to the amount by which the Class B Invested Amount has been reduced on all prior Distribution Dates pursuant to Section 4.6(a) plus (f) the aggregate amount of Excess Spread and Excess Finance Charges allocated and available on all prior Distribution Dates pursuant to Section 4.7(e) for the purpose of reimbursing amounts deducted pursuant to the foregoing clauses (c), (d) and (e); and minus (g) the positive difference, if any, between the Principal Funding Account Balance and the Class A Investor Amount on such date; provided, however, that the Class B Invested Amount may not be reduced below zero. "Class B Investor Amount" shall mean, for any date of determination, an amount equal to the sum of (a) the Class B Invested Amount and (b) the positive difference, if any, between the Principal Funding Account Balance and the Class A Investor Amount on such date (such sum not to exceed the Class B Initial Invested Amount). "Class B Investor Charge-Off" shall have the meaning specified in Section 4.6(b). "Class B Investor Default Amount" shall mean, with respect to each Distribution Date, an amount equal to the product of (i) the Investor Default Amount for the related Monthly Period and (ii) the Class B Floating Percentage for such Monthly Period. "Class B Monthly Interest" shall have the meaning specified in Section 4.2(b). "Class B Monthly Principal" shall have the meaning specified in Section 4.3(b). "Class B Penalty Rate" shall mean the sum of the Class B Certificate Rate and 2.00% per annum. "Class B Principal Commencement Date" shall mean, the earliest to occur of (x) the Class B Expected Final Distribution Date (but only if the Class A Investor Amount is paid in full on such date), (y) the first Distribution Date with respect to the Rapid Accumulation Period on which the full amount of the Class A Investor Amount is on deposit in the Principal Funding Account and (z) the Special Payment Date on which the Class A Investor Amount is paid in full. 6 11 "Class B Principal Percentage" shall mean with respect to any Monthly Period (i) during the Revolving Period, the percentage equivalent (which percentage shall never exceed 100%) of a fraction, the numerator of which is the Class B Invested Amount as of the last day of the immediately preceding Monthly Period and the denominator of which is the Invested Amount as of such day and (ii) after the Revolving Period, the percentage equivalent (which percentage shall never exceed 100%) of a fraction, the numerator of which is the Class B Invested Amount as of the last day of the Revolving Period, and the denominator of which is the Invested Amount as of such last day; provided, however, that with respect to the first Monthly Period, the Class B Principal Percentage shall mean the percentage equivalent of a fraction, the numerator of which is the Class B Initial Invested Amount and the denominator of which is the Initial Invested Amount. "Class B Required Amount" shall have the meaning specified in Section 4.4(b). "Class B Servicing Fee" shall have the meaning specified in Section 3.1. "Closing Date" shall mean August 25, 2000. "Collateral Additional Interest" shall have the meaning specified in Section 4.2(c). "Collateral Available Funds" shall mean, with respect to any Monthly Period, an amount equal to the Collateral Floating Percentage of the Collections of Finance Charge Receivables allocated to Series 2000-C (including any amounts that are to be treated as Collections of Finance Charge Receivables in accordance with the Agreement). "Collateral Default Amount" shall mean, with respect to each Distribution Date, an amount equal to the product of (i) the Investor Default Amount for the related Monthly Period and (ii) the Collateral Floating Percentage for such Monthly Period. "Collateral Expected Final Distribution Date" shall mean the September 2005 Distribution Date. "Collateral Floating Percentage" shall mean, with respect to any Monthly Period, the percentage equivalent (which percentage shall never exceed 100%) of a fraction, the numerator of which is the Collateral Invested Amount as of the close of business on the last day of the preceding Monthly Period and the denominator of which is equal to the Invested Amount as of such day; provided, however, that with respect to the first Monthly Period, the Collateral Floating Percentage shall mean the percentage equivalent of a fraction, the numerator of which is the Collateral Initial Invested Amount and the denominator of which is the Initial Invested Amount. "Collateral Initial Invested Amount" shall mean $71,500,000. "Collateral Interest" shall mean a fractional undivided interest in the Trust which shall consist of the right to receive, (i) to the extent necessary to make the required payments to the Collateral Interest Holder under this Supplement, the portion of Collections allocable thereto under the Agreement and this Supplement, funds on deposit in the Collection Account allocable 7 12 thereto pursuant to the Agreement and this Supplement and, (ii) amounts available for payment to the Collateral Interest Holder pursuant to subsections 4.7(k), 4.14(e), 4.14(f), 4.15(f), 4.16(b), 8.1(b), 8.2(a) and 8.2(b) or any other provision of this Supplement. "Collateral Interest Holder" shall mean the entity so designated in the Transfer Agreement. "Collateral Interest Shortfall" shall have the meaning specified in subsection 4.2(c). "Collateral Invested Amount" shall mean, for any date of determination, an amount equal to (a) the Collateral Initial Invested Amount, minus (b) an amount equal to the amount by which the Collateral Invested Amount has been reduced on all prior Distribution Dates pursuant to Section 4.6, minus (c) the aggregate amount paid pursuant to subsection 4.5(e)(iii) prior to such date, plus (d) the aggregate amount of Excess Finance Charges and Excess Spread allocated and available on all prior Distribution Dates pursuant to subsection 4.7(i) for the purpose of reimbursing amounts deducted pursuant to the foregoing clause (b); provided, however, that the Collateral Invested Amount may not be reduced below zero. "Collateral Minimum Interest Rate" shall mean the rate designated as such in the Transfer Agreement; provided, that for purposes of this Supplement, such rate shall not exceed LIBOR plus 2.0% per annum. "Collateral Minimum Monthly Interest" shall have the meaning specified in Section 4.2(c). "Collateral Monthly Principal" shall have the meaning specified in Section 4.3(c). "Collateral Principal Commencement Date" shall mean, the earliest to occur of (x) the Collateral Expected Final Distribution Date (but only if the Class A Investor Amount and the Class B Investor Amount are paid in full on or prior to such date), (y) the first Distribution Date with respect to the Rapid Accumulation Period on which the full amount of the Class A Investor Amount is on deposit in the Principal Funding Account and the Class B Investor Amount has been paid in full on or prior to such date and (z) the Special Payment Date on which the Class A Investor Amount and the Class B Investor Amount are paid in full. "Collateral Principal Percentage" shall mean, with respect to any Monthly Period (i) during the Revolving Period, the percentage equivalent (which percentage shall never exceed 100%) of a fraction, the numerator of which is the Collateral Invested Amount as of the last day of the immediately preceding Monthly Period and the denominator of which is the Invested Amount as of such day and (ii) after the Revolving Period, the percentage equivalent (which percentage shall never exceed 100%) of a fraction, the numerator of which is the Collateral Invested Amount as of the last day of the Revolving Period, and the denominator of which is the Invested Amount as of such last day; provided, however, that with respect to the first Monthly Period, the Collateral Principal Percentage shall mean the percentage equivalent of a fraction, the numerator of which is the Collateral Initial Invested Amount and the denominator of which is the Initial Invested Amount. 8 13 "Collateral Servicing Fee" shall have the meaning specified in Section 3.1. "Controlled Accumulation Amount" shall mean (a) for any Distribution Date with respect to the Accumulation Period, the sum of the Class A Initial Invested Amount and the Class B Initial Invested Amount divided by 9; provided, however, that, if the Accumulation Period is modified pursuant to Section 4.13, (i) the Controlled Accumulation Amount for each Distribution Date with respect to the Accumulation Period shall mean the amount determined in accordance with Section 4.13 on the date on which the Accumulation Period has most recently been modified and (ii) the sum of the Controlled Accumulation Amounts for all Distribution Dates with respect to the modified Accumulation Period shall not be less than the Initial Invested Amount. "Controlled Deposit Amount" shall mean, for any Distribution Date with respect to the Accumulation Period, an amount equal to the sum of the Controlled Accumulation Amount for such Distribution Date and any Deficit Controlled Accumulation Amount for the immediately preceding Distribution Date. "Covered Amount" shall mean for any Distribution Date with respect to the Accumulation Period or the Rapid Accumulation Period or the first Special Payment Date if such Special Payment Date occurs prior to the date on which the Class A Investor Amount is paid in full, an amount equal to the product of (i)(A) a fraction, the numerator of which is the actual number of days in the period from and including the preceding Distribution Date to but excluding such Distribution Date, or, in the event the Interest Rate Swap has been terminated, the numerator of which is 30, and, in either case, the denominator of which is 360, times (B) the Swap Floating Rate, or, in the event the Interest Rate Swap has been terminated, the Class A Certificate Rate and (ii) the Principal Funding Account Balance (but not in excess of the Class A Initial Invested Amount), if any, as of the preceding Distribution Date. "Deficit Controlled Accumulation Amount" shall mean (a) on the first Distribution Date with respect to the Accumulation Period, the excess, if any, of the Controlled Accumulation Amount for such Distribution Date over the amount distributed from the Collection Account as Class A Monthly Principal and Class B Monthly Principal for such Distribution Date and (b) on each subsequent Distribution Date with respect to the Accumulation Period, the excess, if any, of the Controlled Deposit Amount for such subsequent Distribution Date over the amount distributed from the Collection Account as Class A Monthly Principal and Class B Monthly Principal for such subsequent Distribution Date. "Designated Maturity" shall mean, for any LIBOR Determination Date, one month; provided, that LIBOR for the initial Interest Period will be determined by straight-line interpolation (based on the actual number of days in the initial Interest Period) between two rates determined in accordance with the definition of LIBOR, one of which will be determined for a Designated Maturity of one month and the other of which will be determined for a Designated Maturity of two months. "Distribution Date" shall have the meaning assigned thereto in the Agreement, except that with respect to the Series 2000-C Certificates, the first Distribution Date shall be October 16, 2000. 9 14 "Excess Finance Charges" shall have the meaning specified in Section 4.9. "Excess Spread" shall mean, with respect to any Distribution Date, the sum of the amounts, if any, specified pursuant to Sections 4.5(a)(v), 4.5(b)(iii) and 4.5(c)(ii) with respect to such Distribution Date. "Finance Charge Shortfall" shall have the meaning specified in Section 4.9. "Fitch" shall mean Fitch, Inc., or its successors. "Fixed Amount" shall mean, for any Transfer Date, an amount equal to the fixed amount payable by the Swap Counterparty to the Trust for such date pursuant to the Interest Rate Swap. "Floating Allocation Percentage" shall mean, with respect to any Monthly Period, the percentage equivalent (which percentage shall never exceed 100%) of a fraction, the numerator of which is the Invested Amount as of the last day of the preceding Monthly Period (or with respect to the first Monthly Period, the Initial Invested Amount) and the denominator of which is the greater of (1) the sum of (x) the total amount of Principal Receivables in the Trust at the end of the day on such date (or with respect to the first Monthly Period, at the end of the day on the Closing Date) and (y) the principal amount on deposit in the Excess Funding Account as of the end of the day on such date and (2) the sum of the numerators used to calculate the Series Percentages (as such term is defined in the Agreement) with respect to Finance Charge Receivables or Defaulted Receivables, as applicable, for all Series then outstanding; provided, however, that with respect to any Monthly Period in which an Addition Date occurs and the Servicer need not make daily deposits of Collections into the Collection Account, the denominator in (x) above shall be the Average Principal Balance; provided further, however, that with respect to any Monthly Period in which an Addition Date occurs and the Servicer is required to make daily deposits of Collections into the Collection Account, the denominator in (x) above shall be (1) for the period from and including the first day of such Monthly Period to but excluding the related Addition Date, the aggregate amount of Principal Receivables in the Trust at the end of the day on the last day of the prior Monthly Period and (2) for the period from and including the related Addition Date to and including the last day of such Monthly Period, the aggregate amount of Principal Receivables in the Trust at the end of the day on the related Addition Date. "Fixed Rate Notional Amount" shall mean the Fixed Rate Notional Amount as defined in the Interest Rate Swap. "Floating Amount" shall mean, for any Transfer Date, an amount equal to the floating amount payable by the Trust to the Swap Counterparty for such date pursuant to the Interest Rate Swap. "Group One" shall mean Series 1995-C, Series 1995-D, Series 1995-F, Series 1996-A, Series 1996-B, Series 1996-C, Series 1996-D, Series 1996-E, Series 1998-A, Series 1999-A, Series 1999-B, Series 1999-C, Series 1999-D, Series 2000-A, Series 2000-B, Series 2000-C and each other outstanding Series hereafter specified in the related Supplement to be included in Group One. 10 15 "Initial Invested Amount" shall mean the sum of the Class A Initial Invested Amount, the Class B Initial Invested Amount and the Collateral Initial Invested Amount. "Initial Servicing Fee" shall have the meaning specified in Section 3.1. "Interchange" shall mean, with respect to Series 2000-C and with respect to each Distribution Date, an amount of Interchange (as defined in the Agreement) equal to one-twelfth of 1.25% of the outstanding balance of the Principal Receivables allocable to Series 2000-C on the last day of the preceding Monthly Period. "Interest Period" shall mean, with respect to any Distribution Date, the period from and including the Distribution Date immediately preceding such Distribution Date (or, in the case of the first Distribution Date, from and including the Closing Date) to but excluding such Distribution Date. "Interest Rate Swap" shall mean the ISDA Master Agreement, together with the Schedule thereto, each dated as of the Closing Date between the Trustee on behalf of the Trust and the Swap Counterparty, as such Interest Rate Swap may be amended, modified or replaced. "Interest Reserve Account" shall have the meaning specified in subsection 4.17(a). "Interest Reserve Account Event" shall have the meaning specified in subsection 4.16(g). "Invested Amount" shall mean, as of any date of determination, an amount equal to the sum of (a) the Class A Invested Amount as of such date, (b) the Class B Invested Amount as of such date and (c) the Collateral Invested Amount as of such date. "Investment Letter" shall have the meaning specified in subsection 10.8(b). "Investor Amount" shall mean, as of any date of determination, an amount equal to the sum of (a) the Invested Amount and (b) the Principal Funding Account Balance. "Investor Charge-Offs" shall mean Class A Investor Charge-Offs and Class B Investor Charge-Offs. "Investor Default Amount" shall mean, with respect to any Distribution Date, an amount equal to the product of (a) the Defaulted Amount for the related Monthly Period and (b) the Floating Allocation Percentage for such Monthly Period. "LIBOR" shall mean an interest rate per annum determined by the Trustee for each Interest Period in accordance with the provisions of Section 4.11. "LIBOR Determination Date" shall mean August 23, 2000 with respect to the period from the Closing Date through October 15, 2000; and, with respect to each Interest Period thereafter, the second London Business Day prior to every Distribution Date on which such Interest Period begins commencing with the October 16, 2000 Distribution Date. 11 16 "London Business Day" shall mean a Business Day on which dealings in deposits in United States dollars are transacted in the London interbank market. "Monthly Interest" means, with respect to any Distribution Date, the Class A Monthly Interest, the Class B Monthly Interest, the Collateral Minimum Monthly Interest for such Distribution Date and the Net Swap Payment, if any, for the related Transfer Date and any previously due but not paid Net Swap Payments. "Monthly Servicing Fee" shall have the meaning specified in Section 3.1. "Net Portfolio Yield" shall mean, with respect to any Monthly Period, the annualized percentage equivalent of a fraction, the numerator of which is equal to (a) an amount equal to the product obtained by multiplying the Floating Allocation Percentage with respect to such Monthly Period and the amount of Collections of Finance Charge Receivables with respect to such Monthly Period (including any other amounts that are to be treated as Collections of Finance Charge Receivables in accordance with the Agreement), plus (b) the amount of any Principal Funding Investment Proceeds for the related Distribution Date, plus (c) the amount of funds, if any, to be withdrawn from the Reserve Account which, pursuant to subsection 4.14(d), are required to be deposited into the Collection Account and included in Class A Available Funds with respect to such Distribution Date, and the amount of funds, if any, to be withdrawn from the Swap Reserve Fund which, pursuant to subsection 4.15(d) are required to be deposited into the Collection Account and included in Class A Available Funds with respect to such Distribution Date, plus (d) the amount of funds, if any, to be withdrawn from the Interest Reserve Account which, pursuant to subsection 4.17(c) are required to be deposited into the Collection Account and included in Class A Available Funds with respect to such Distribution Date, minus (e) the Investor Default Amount for the Distribution Date with respect to such Monthly Period, and the denominator of which is the Investor Amount as of the last day of the preceding Monthly Period. "Net Swap Payment" shall mean, for any Transfer Date, (a) if the netting provisions of subsection 2(c)(ii) of the Interest Rate Swap apply, the amount, if any, by which the Floating Amount for such date exceeds the Fixed Amount for such date, and (b) otherwise, an amount equal to the Floating Amount for such date. "Net Swap Receipt" shall mean, for any Transfer Date, (a) if the netting provisions of subsection 2(c)(ii) of the Interest Rate Swap apply, the amount, if any, by which the Fixed Amount for such date exceeds the Floating Amount for such date, and (b) otherwise, an amount equal to the Fixed Amount for such date. "Percentage Allocation" shall have the meaning specified in Section 4.1(b)(ii). "Permitted Assignee" shall mean any Person who, if it were the Collateral Interest Holder or holder of an interest in the Trust, as applicable, would not cause the Trust to be taxable as a publicly traded partnership for federal income tax purposes. 12 17 "Principal Allocation Percentage" shall mean, with respect to any Monthly Period: (a) during the Revolving Period, the percentage equivalent (which percentage shall never exceed 100%) of a fraction, (x) the numerator of which is the Invested Amount as of the last day of the immediately preceding Monthly Period (or, in the case of the first Monthly Period, the Closing Date) and (y) the denominator of which is the greater of (i) the sum of (A) the total amount of Principal Receivables in the Trust as of the last day of the immediately preceding Monthly Period and (B) the principal amount on deposit in the Excess Funding Account as of such last day (or, in the case of the first Monthly Period, the Closing Date) and (ii) the sum of the numerators used to calculate the Series Percentages applicable to Principal Receivables for all Series outstanding as of the date as to which such determination is being made; (b) during the Accumulation Period, the Rapid Accumulation Period or the Rapid Amortization Period, the percentage equivalent (which percentage shall never exceed 100%) of a fraction, (x) the numerator of which is the Invested Amount as of the last day of the Revolving Period or, if the numerator has been reduced as described in the first proviso below during the Accumulation Period, and then a Rapid Accumulation Period or a Rapid Amortization Period commences, as of the last day of the Accumulation Period, and (y) the denominator of which is the greater of (i) the sum of (A) the total amount of Principal Receivables in the Trust as of the last day of the immediately preceding Monthly Period and (B) the principal amount on deposit in the Excess Funding Account as of such last day and (ii) the sum of the numerators used to calculate the Series Percentages applicable to Principal Receivables for all Series outstanding as of the date as to which such determination is being made; provided however, that during the Accumulation Period, on any date, at the option of the Servicer, the numerator of the Principal Allocation Percentage may be reduced below the numerator used in the previous Monthly Period, to an amount not less than the greater of (x) the Invested Amount as of the last day of the immediately preceding Monthly Period (less the amount of any distributions of principal deposited in the Principal Funding Account since the last day of the immediately preceding Monthly Period) and (y) an amount that, if used as the numerator of the Principal Allocation Percentage for the remainder of the Accumulation Period, assuming for this purpose that (1) the payment rate with respect to Collections of Principal Receivables remains constant at the level of the immediately preceding Monthly Period, (2) the total amount of Principal Receivables in the Trust (and the principal amount on deposit in the Excess Funding Account, if any) remains constant at the level on the date of such reduction, (3) no Pay Out Event with respect to any Series will subsequently occur and (4) no additional Series (other than any Series being issued on the date of such reduction) will be subsequently issued, would assure that Available Investor Principal Collections for Series 2000-C would equal at least 125% of the Controlled Accumulation Amount for each Monthly Period for so long as the Invested Amount is greater than zero; provided further, however, that any such reduction of the numerator of the Principal Allocation Percentage shall be subject to the receipt by the Trustee of an Officer's Certificate of the Servicer to the effect that the Servicer does not expect that the Available Investor Principal Collections for any Monthly Period would be less than the Controlled Accumulation Amount; provided further, however that with respect to any Monthly Period in which an Addition Date occurs and the Servicer need not make daily deposits of Collections into the Collection Account, the amount in clause (y) (i) of paragraphs (a) and (b) above shall be the 13 18 Average Principal Balance; provided further, however, that with respect to any Monthly Period in which an Addition Date occurs and the Servicer is required to make daily deposits of Collections into the Collection Account, the amount in clause (y) (i) of paragraphs (a) and (b) above shall be (1) for the period from and including the first day of such Monthly Period to but excluding the related Addition Date, the sum of (x) the aggregate amount of Principal Receivables in the Trust at the end of the day on the last day of the prior Monthly Period and (y) the principal amount on deposit in the Excess Funding Account as of such last day and (2) for the period from and including the related Addition Date to and including the last day of such Monthly Period, the sum of (x) the aggregate amount of Principal Receivables in the Trust at the end of the day on the related Addition Date and (y) the principal amount on deposit in the Excess Funding Account at the end of the day on the related Addition Date. "Principal Funding Account" shall have the meaning set forth in subsection 4.12(a)(i). "Principal Funding Account Balance" shall mean, with respect to any date of determination, the principal amount, if any, on deposit in the Principal Funding Account on such date of determination. "Principal Funding Investment Proceeds" shall have the meaning specified in subsection 4.12(a)(ii). "Principal Shortfall" shall have the meaning specified in Section 4.10. "Rapid Accumulation Period" shall mean, unless the Interest Rate Swap has been terminated or an Interest Reserve Account Event has occurred, the period commencing on the date that a Series 2000-C Pay Out Event occurs and continuing to the earlier of (a) the commencement of the Rapid Amortization Period and (b) the Class A Expected Final Distribution Date. "Rapid Amortization Period" shall mean, (a) if on the day on which a Trust Pay Out Event or a Series 2000-C Pay Out Event is deemed to have occurred (and, with respect to any such Series 2000-C Pay Out Event, either the Interest Rate Swap is or has been terminated or an Interest Reserve Account Event occurs or has occurred) the Servicer need not make daily deposits into or withdrawals from the Collection Account pursuant to Section 4.03(a) of the Agreement, the period commencing at the close of business on the Business Day immediately preceding the first day of the Monthly Period in which such Trust Pay Out Event or Series 2000-C Pay Out Event is deemed to have occurred or (b) otherwise, the period commencing at the close of business on the Business Day immediately preceding the day on which a Trust Pay Out Event or a Series 2000-C Pay Out Event is deemed to have occurred (and, with respect to any such Series 2000-C Pay Out Event, either the Interest Rate Swap is or has been terminated or an Interest Reserve Account Event occurs or has occurred) and ending on the first to occur of (i) the payment in full to the Class A Certificateholders and the Class B Certificateholders of the Class A Investor Amount and the Class B Investor Amount, respectively, and the payment in full to the Collateral Interest Holder of the Collateral Invested Amount, or (ii) the Series Termination Date. 14 19 "Reallocated Principal Collections" shall mean, with respect to any Monthly Period, the product of (a) the Principal Allocation Percentage with respect to such Monthly Period, (b) the aggregate amount of Collections in respect of Principal Receivables for such Monthly Period and (c) the sum of the Class B Principal Percentage and the Collateral Principal Percentage with respect to such Monthly Period. Reallocated Principal Collections allocable to the Class B Certificates shall equal, with respect to any Monthly Period, the product of (a) the Principal Allocation Percentage with respect to such Monthly Period of the aggregate amount of Collections in respect of Principal Receivables deposited in the Collection Account for such Monthly Period and (b) the Class B Principal Percentage with respect to such Monthly Period. Reallocated Principal Collections allocable to the Collateral Interest shall equal, with respect to any Monthly Period, the product of (a) the Principal Allocation Percentage with respect to such Monthly Period of the aggregate amount of Collections in respect of Principal Receivables deposited in the Collection Account for such Monthly Period and (b) the Collateral Principal Percentage with respect to such Monthly Period. In no event will the Collections of Principal Receivables allocable to the Collateral Interest on any Distribution Date exceed the Collateral Invested Amount on such Distribution Date and in no event will the Collections of Principal Receivables allocable to the Class B Certificates on any Distribution Date exceed the Class B Invested Amount. "Reassignment Amount" shall mean, with respect to any Distribution Date, after giving effect to any deposits and distributions otherwise to be made on such Distribution Date, the sum of (i) the Invested Amount on such Distribution Date, plus (ii) Monthly Interest for such Distribution Date and any Monthly Interest previously due but not distributed to the Series 2000-C Holders on a prior Distribution Date, plus (iii) the amount of Additional Interest, if any, for such Distribution Date and any Additional Interest previously due but not distributed to the Series 2000-C Holders on a prior Distribution Date. "Reference Banks" shall mean Barclays Bank plc, National Westminster Bank PLC and Lloyds Bank of London or such other major banks in the London interbank market selected by the Servicer from time to time. "Required Interest Reserve Amount" shall have the meaning specified in subsection 4.16(g). "Required Reserve Account Amount" shall mean, with respect to any Distribution Date prior to the Reserve Account Funding Date, $0, and on or after the Reserve Account Funding Date, an amount equal to (a) the product of (i) 0.5% of the Class A Investor Amount as of the preceding Distribution Date (after giving effect to all changes therein on such date) and (ii) a fraction, the numerator of which is the number of Monthly Periods scheduled to be included in the Accumulation Period as of such date and the denominator of which is nine (except that if such numerator is one, the Required Reserve Account Amount determined pursuant to this clause (a) shall be $0) or (b) any other amount designated by the Seller, provided that, if such designation is of a lesser amount, the Seller (i) shall have received written notice from each Rating Agency that such designation will not result in the reduction or withdrawal of the rating of the Series 2000-C Certificates and shall have delivered copies of each such written notice to the Servicer and the Trustee, and (ii) shall have delivered to the Trustee a certificate of an authorized officer to the effect that, based on the facts known to such officer at such time, in the 15 20 reasonable belief of the Seller, such designation will not cause a Pay Out Event or an event that, after the giving of notice or the lapse of time, would cause a Pay Out Event, to occur with respect to Series 2000-C. "Required Swap Reserve Fund Amount" shall have the meaning specified in the Supplemental Swap Letter. "Reserve Account" shall have the meaning specified in Section 4.14(a). "Reserve Account Funding Date" shall mean the Distribution Date with respect to the Monthly Period which commences three months prior to the Monthly Period in which, as of the related Determination Date, the Accumulation Period is scheduled to commence. "Reserve Account Surplus" shall mean, as of any date of determination, the amount, if any, by which the amount on deposit in the Reserve Account exceeds the Required Reserve Account Amount. "Reserve Draw Amount" shall have the meaning specified in Section 4.14(c). "Revolving Period" shall mean the period beginning on the Closing Date and ending on the earliest of (a) the close of business on the day preceding the commencement of the Accumulation Period, (b) the close of business on the day preceding the commencement of the Rapid Accumulation Period and (c) the close of business on the day preceding the commencement of the Rapid Amortization Period. "Series Invested Amount" shall mean the Invested Amount. "Series Investor Amount" shall mean, as of any date of determination, an amount equal to the numerator of the Principal Allocation Percentage on such date. "Series 2000-C" shall mean the Series of Investor Certificates, the terms of which are specified in this Supplement and shall include the Class A Certificates, the Class B Certificates and the Collateral Interest. "Series 2000-C Certificate" shall mean a Class A Certificate or a Class B Certificate. "Series 2000-C Certificateholder" shall mean a Class A Certificateholder or a Class B Certificateholder. "Series 2000-C Holder" shall mean a Class A Certificateholder, a Class B Certificateholder or the Collateral Interest Holder. "Series 2000-C Pay Out Event" shall have the meaning specified in Section 6.1. "Series 2000-C Supplement" shall mean this Supplement. 16 21 "Series Percentage" shall mean with respect to Finance Charge Receivables and Defaulted Receivables, the Floating Allocation Percentage, and with respect to Principal Receivables, the Principal Allocation Percentage. "Series Termination Date" shall mean the earlier to occur of (i) the February 2008 Distribution Date and (ii) the termination of the Trust pursuant to Section 12.01 of the Agreement. "Servicing Base Amount" shall have the meaning specified in Section 3.1. "Servicing Fee Rate" shall mean 2.00%. "Special Payment Date" shall mean each Distribution Date with respect to the Rapid Amortization Period. "Supplemental Swap Letter" shall mean that certain letter agreement designated as the Supplemental Swap Letter, dated as of the Closing Date, between the Seller, the Trustee and the Swap Counterparty. "Swap Counterparty" shall have the meaning specified in the Interest Rate Swap. "Swap Fixed Rate" shall mean for any applicable Interest Period, the fixed rate specified in the Interest Rate Swap. "Swap Floating Rate" shall mean for any applicable Interest Period, the floating rate specified in the Interest Rate Swap. "Swap Reserve Draw Amount" shall have the meaning specified in subsection 4.15(c). "Swap Reserve Fund" shall have the meaning specified in subsection 4.15(a). "Swap Reserve Fund Surplus" shall mean, as of any date of determination, the amount, if any, by which the amount on deposit in the Swap Reserve Fund exceeds the Required Swap Reserve Fund Amount. "Telerate Page 3750" shall mean the display page currently so designated on the Bridge Telerate Markets Report (or such other page as may replace such page on such service for the purpose of displaying comparable rates or prices). "Transfer" shall have the meaning specified in subsection 10.8(a). "Transfer Agreement" shall mean the agreement between Fleet (RI) and the Collateral Interest Holder, dated as of August 25, 2000, as amended or modified from time to time, relating to the transfer of the Collateral Interest. (b) Notwithstanding anything to the contrary in this Supplement or the Agreement, the term "Rating Agency" shall mean, whenever used in this Supplement or the 17 22 Agreement with respect to Series 2000-C, Moody's, Standard & Poor's and Fitch; provided, however, that references to "Rating Agency" in the definition of "Eligible Investments" shall be deemed to not include Fitch to the extent that an investment is rated by Moody's and Standard & Poor's, but not by Fitch. Reference to rating categories of Moody's and Standard & Poor's in the Agreement shall be deemed to be references to the equivalent rating categories of Fitch. (c) All capitalized terms used herein and not otherwise defined herein have the meanings ascribed to them in the Agreement. (d) The words "hereof," "herein" and "hereunder" and words of similar import when used in this Supplement shall refer to this Supplement as a whole and not to any particular provision of this Supplement; references to any Article, Section or Exhibit are references to Articles, Sections and Exhibits in or to this Supplement unless otherwise specified; and the term "including" means "including without limitation." (e) Unless the context otherwise requires, references in this Supplement to the "Seller" and from and after the date any Additional Seller is designated pursuant to Section 2.08(e) of the Agreement, such references shall mean the Bank in its capacity as Seller and any such Additional Seller(s). ARTICLE III Servicer and Trustee Section 3.1 Servicing Compensation. The share of the Servicing Fee allocable to the Series 2000-C Holders with respect to any Distribution Date (the "Monthly Servicing Fee"), shall be equal to one-twelfth the product of (i) the Servicing Fee Rate and (ii) the Invested Amount, if any, as of the last day of the Monthly Period preceding such Distribution Date (the amount calculated pursuant to this clause (ii) is referred to as the "Servicing Base Amount"); provided, however, with respect to the October 2000 Distribution Date, the Monthly Servicing Fee (the "Initial Servicing Fee") shall be $768,941. The share of the Monthly Servicing Fee allocable to the Class A Certificateholders with respect to any Distribution Date (the "Class A Servicing Fee"), shall be equal to one-twelfth of the product of (a) the Class A Floating Percentage, (b) the Servicing Fee Rate and (c) the Servicing Base Amount; provided, however, that with respect to the October 2000 Distribution Date, the Class A Servicing Fee shall be $551,823. The share of the Monthly Servicing Fee allocable to the Class B Certificateholders with respect to any Distribution Date (the "Class B Servicing Fee"), shall be equal to one-twelfth of the product of (a) the Class B Floating Percentage, (b) the Servicing Fee Rate and (c) the Servicing Base Amount; provided, however, that with respect to the October 2000 Distribution Date, the Class B Servicing Fee shall be $88,021. The share of the Monthly Servicing Fee allocable to the Collateral Interest Holder with respect to any Distribution Date (the "Collateral Servicing Fee"), shall be equal to one-twelfth of the product of (a) the Collateral Floating Percentage, (b) the Servicing Fee Rate and (c) the Servicing Base Amount; provided, however, that with respect to the October 2000 18 23 Distribution Date, the Collateral Servicing Fee shall be $129,097. In no event shall the Trust, the Trustee, or the Series 2000-C Holders be liable for the share of the Servicing Fee to be paid by the Holders of the Seller Certificates or the Certificateholders of any other Series. The Class A Servicing Fee shall be payable to the Servicer solely to the extent amounts are available for distribution in respect thereof pursuant to Section 4.5(a)(iii), 4.7(a) or 4.8(a); the Class B Servicing Fee shall be payable solely to the extent amounts are available for distribution in respect thereof pursuant to Section 4.5(b)(ii), 4.7(c) or 4.8(b); and the Collateral Servicing Fee shall be payable solely to the extent amounts are available for distribution in respect thereof pursuant to Section 4.5(c)(i) or 4.7(g). ARTICLE IV Rights of Series 2000-C Certificateholders and Collateral Interest Holder and Allocation and Application of Collections Section 4.1 Collections and Allocations. The Servicer will apply, or will instruct the Trustee in writing to apply, all Collections and other funds on deposit in the Collection Account that are allocated to the Series 2000-C Holders as follows: (a) Allocations During the Revolving Period. During the Revolving Period, the Servicer shall, on or prior to the close of business on the second Business Day following any Date of Processing, allocate the following amounts as set forth below: (i) Allocate to the Series 2000-C Holders the product of (x) the Floating Allocation Percentage on such Date of Processing and (y) the aggregate amount of Collections of Finance Charge Receivables on such Date of Processing, and of that allocation, deposit and retain in the Collection Account (A) prior to the LIBOR Determination Date occurring in such Monthly Period, an amount equal to the product of (v) the Floating Allocation Percentage on such Date of Processing and (w) the aggregate amount of Collections of Finance Charge Receivables on such Date of Processing and (B) on and after such LIBOR Determination Date, the difference between (1) Monthly Interest for the related Distribution Date (plus, if the Bank is not the Servicer, the Monthly Servicing Fee for such Monthly Period) and (2) the amounts previously deposited in the Collection Account with respect to such Monthly Period pursuant to this subsection (a)(i); (ii) Allocate to the Series 2000-C Holders an amount equal to the product of (A) the Principal Allocation Percentage on such Date of Processing and (B) the aggregate amount of Collections of Principal Receivables on such Date of Processing, which amount shall be first, if any other Principal Sharing Series in Group One is outstanding and in its Amortization Period or Accumulation Period (as such terms are defined in the Agreement), retained in the Collection Account for application, to the extent necessary, as Shared Principal Collections in accordance with Section 4.04 of the Agreement to other Series in Group One on the related Distribution Date, and second paid to the Holders of 19 24 the Seller Certificates; provided, however, that the amount to be paid to the Holders of the Seller Certificates pursuant to this Section 4.1(a)(ii) on any Date of Processing shall be paid to such Holders only if the Seller Amount on such Date of Processing is greater than the Required Seller Amount (after giving effect to all Principal Receivables transferred to the Trust on such day and any amounts deposited in the Excess Funding Account on such day) and otherwise shall be deposited in the Excess Funding Account until the Seller Amount is greater than the Required Seller Amount and applied in accordance with Section 4.02 of the Agreement and the remainder shall be paid to the Holders of the Seller Certificates. (b) Allocations During the Accumulation Period. During the Accumulation Period, the Servicer shall, prior to the close of business on the second Business Day following any Date of Processing, allocate the following amounts as set forth below: (i) Allocate to the Series 2000-C Holders and deposit and retain in the Collection Account an amount equal to the product of (A) the Floating Allocation Percentage on such Date of Processing and (B) the aggregate amount of Collections of Finance Charge Receivables on such Date of Processing. (ii) Allocate to the Series 2000-C Holders and deposit and retain in the Collection Account an amount equal to the product of (x) the Principal Allocation Percentage on such Date of Processing and (y) the aggregate amount of Collections of Principal Receivables on such Date of Processing (for any such date, a "Percentage Allocation"); provided, however, that if the sum of such Percentage Allocations with respect to the same Monthly Period exceeds the Controlled Deposit Amount for the related Distribution Date, then such excess shall not be treated as a Percentage Allocation and shall be first, if any other Principal Sharing Series in Group One is outstanding and in its Amortization Period or Accumulation Period (as such terms are defined in the Agreement), retained in the Collection Account for application, to the extent necessary, as Shared Principal Collections in accordance with Section 4.04 of the Agreement to other Series in Group One on the related Distribution Date, and second paid to the Holders of the Seller Certificates only if the Seller Amount on such Date of Processing is greater than the Required Seller Amount (after giving effect to all Principal Receivables transferred to the Trust on such day and any amounts deposited in the Excess Funding Account on such day) and otherwise shall be deposited in the Excess Funding Account until the Seller Amount is greater than the Required Seller Amount and applied in accordance with Section 4.02 of the Agreement and the remainder shall be paid to the Holders of the Seller Certificates. (c) Allocations During the Rapid Accumulation Period and the Rapid Amortization Period. During the Rapid Accumulation Period and the Rapid Amortization Period, the Servicer shall, prior to the close of business on the second Business Day following any Date of Processing, allocate the following amounts as set forth below: 20 25 (i) Allocate to the Series 2000-C Holders and deposit and retain in the Collection Account an amount equal to the product of (A) the Floating Allocation Percentage on such Date of Processing and (B) the aggregate amount of Collections of Finance Charge Receivables on such Date of Processing. (ii) Allocate to the Series 2000-C Holders and deposit and retain in the Collection Account an amount equal to the product of (A) the Principal Allocation Percentage on such Date of Processing and (B) the aggregate amount of Collections of Principal Receivables on such Date of Processing; provided, however, that after the date on which an amount of such Collections equal to the Invested Amount has been deposited into the Collection Account and allocated to the Series 2000-C Holders, the amount determined in accordance with this subparagraph (ii) in excess thereof shall be first, if any other Principal Sharing Series in Group One is outstanding and in its Amortization Period or Accumulation Period (as such terms are defined in the Agreement), retained in the Collection Account for application, to the extent necessary, as Shared Principal Collections in accordance with Section 4.04 of the Agreement to other Series in Group One on the related Distribution Date, and second paid to the Holders of the Seller Certificates only if the Seller Amount on such Date of Processing is greater than the Required Seller Amount (after giving effect to all Principal Receivables transferred to the Trust on such day and any amounts deposited in the Excess Funding Account on such day) and otherwise shall be deposited in the Excess Funding Account until the Seller Amount is greater than the Required Seller Amount and applied in accordance with Section 4.02 of the Agreement and the remainder shall be paid to the Holders of the Seller Certificates. (d) Notwithstanding anything to the contrary in this Section 4.1, if on any Date of Processing the aggregate amount of Principal Receivables is less than the sum of the Series Investor Amounts for all Series outstanding, all Collections of Principal Receivables on such date that are otherwise payable to the Holders of the Seller Certificates shall, unless such Collections are to be retained in the Collection Account, be deposited in the Excess Funding Account and applied in accordance with Section 4.02 of the Agreement. (e) Notwithstanding the foregoing, the Servicer need not make daily deposits of Collections into the Collection Account at any time when the requirements of Section 4.03 of the Agreement are satisfied. Section 4.2 Determination of Monthly Interest. (a) The amount of monthly interest ("Class A Monthly Interest") distributable from the Collection Account with respect to the Class A Certificates on each Distribution Date shall be an amount equal to one-twelfth of the product of (i) the Class A Certificate Rate and (ii) the outstanding principal amount of the Class A Certificates as of the close of business on the preceding Record Date; provided, however, with respect to the October 2000 Distribution Date, Class A Monthly Interest shall be equal to $5,165,062.50. 21 26 On the Determination Date preceding each Distribution Date, the Servicer shall determine the excess, if any (the "Class A Interest Shortfall"), of (x) the Class A Monthly Interest for such Distribution Date over (y) the aggregate amount of funds allocated and available to pay such Class A Monthly Interest on such Distribution Date. If the Class A Interest Shortfall with respect to any Distribution Date is greater than zero, on each subsequent Distribution Date until such Class A Interest Shortfall is fully paid, an additional amount ("Class A Additional Interest") equal to one-twelfth of the product of (i) the Class A Penalty Rate and (ii) such Class A Interest Shortfall (or the portion thereof which has not been paid to the Class A Certificateholders) shall be payable as provided herein with respect to the Class A Certificates. Notwithstanding anything to the contrary herein, Class A Additional Interest shall be payable or distributed to Class A Certificateholders only to the extent permitted by applicable law. (b) The amount of monthly interest ("Class B Monthly Interest") distributable from the Collection Account with respect to the Class B Certificates on each Distribution Date shall be an amount equal to the product of (i) (A) a fraction, the numerator of which is the actual number of days in the related Interest Period and the denominator of which is 360, times (B) the Class B Certificate Rate and (ii) the outstanding principal amount of the Class B Certificates as of the close of business on the preceding Record Date; provided, however, with respect to the October 2000 Distribution Date, Class B Monthly Interest shall be equal to the interest accrued on the Class B Initial Invested Amount at the applicable Class B Certificate Rate for the period from the Closing Date through October 15, 2000 (calculated on the basis of the actual number of days in such period and a year of 360 days). On the Determination Date preceding each Distribution Date, the Servicer shall determine the excess, if any (the "Class B Interest Shortfall"), of (x) the Class B Monthly Interest for such Distribution Date over (y) the aggregate amount of funds allocated and available to pay such Class B Monthly Interest on such Distribution Date. If the Class B Interest Shortfall with respect to any Distribution Date is greater than zero, on each subsequent Distribution Date until such Class B Interest Shortfall is fully paid, an additional amount ("Class B Additional Interest") equal to the product of (i) (A) a fraction, the numerator of which is the actual number of days in the period from and including the Distribution Date on which there is a shortfall to but excluding such subsequent Distribution Date and the denominator of which is 360, times (B) the Class B Penalty Rate and (ii) such Class B Interest Shortfall (or the portion thereof which has not been paid to the Class B Certificateholders) shall be payable as provided herein with respect to the Class B Certificates. Notwithstanding anything to the contrary herein, Class B Additional Interest shall be payable or distributed to Class B Certificateholders only to the extent permitted by applicable law. (c) The amount of monthly interest ("Collateral Minimum Monthly Interest") distributable from the Collection Account with respect to the Collateral Interest on each Distribution Date shall be an amount equal to the product of (i) a fraction, the numerator of which is the actual number of days in the related Interest Period and the denominator of which is 360, times (B) the Collateral Minimum Interest Rate and (ii) the outstanding principal amount of the Collateral Interest as of the close of business on the preceding Record Date; provided, however, with respect to the October 2000 Distribution Date, the Collateral Minimum Monthly Interest shall be equal to the interest accrued on the Collateral Initial Invested Amount at the applicable Collateral Minimum Interest Rate for the period from the Closing Date through 22 27 October 15, 2000 (calculated on the basis of the actual number of days in such period and a year of 360 days). On the Determination Date preceding each Distribution Date, the Servicer shall determine the excess, if any (the "Collateral Interest Shortfall"), of (x) the Collateral Minimum Monthly Interest for such Distribution Date over (y) the aggregate amount of funds allocated and available to pay such Collateral Minimum Monthly Interest on such Distribution Date. If the Collateral Interest Shortfall with respect to any Distribution Date is greater than zero, on each subsequent Distribution Date until such Collateral Interest Shortfall is fully paid, an additional amount ("Collateral Additional Interest") equal to the product of (i) (A) a fraction, the numerator of which is the actual number of days from and including the Distribution Date on which there is a shortfall to but excluding such subsequent Distribution Date and the denominator of which is 360, times (B) the Collateral Minimum Interest Rate and (ii) such Collateral Interest Shortfall (or the portion thereof which has not been paid to the Collateral Interest Holder) shall be payable as provided herein with respect to the Collateral Interest. Notwithstanding anything to the contrary herein, Collateral Additional Interest shall be payable or distributed to the Collateral Interest Holder only to the extent permitted by applicable law. Section 4.3 Determination of Monthly Principal. (a) The amount of monthly principal ("Class A Monthly Principal") distributable from the Collection Account with respect to the Class A Certificates on each Distribution Date, beginning with the first Distribution Date with respect to the Accumulation Period, the Rapid Accumulation Period or the Rapid Amortization Period, shall be equal to the least of (x) the Available Investor Principal Collections on deposit in the Collection Account with respect to such Distribution Date, (y) for each Distribution Date with respect to the Accumulation Period (and on or prior to the Class A Expected Final Distribution Date), the Controlled Deposit Amount for such Distribution Date and (z) the Class A Invested Amount on such Distribution Date. (b) The amount of monthly principal ("Class B Monthly Principal") distributable from the Collection Account with respect to the Class B Certificates on each Distribution Date, beginning with the first Distribution Date with respect to the Accumulation Period or the Rapid Accumulation Period on which the full amount of the Class A Investor Amount is on deposit in the Principal Funding Account or has been paid to the Class A Certificateholders or, if earlier, the first Special Payment Date on which the Class A Investor Amount is paid in full, shall be equal to the least of (x) the Available Investor Principal Collections on deposit in the Collection Account with respect to such Distribution Date (minus the portion of such Available Investor Principal Collections applied to Class A Monthly Principal on such Distribution Date), (y) for each Distribution Date with respect to the Accumulation Period (and on or prior to the Class B Expected Final Distribution Date), the Controlled Deposit Amount for such Distribution Date (minus the portion of such Controlled Deposit Amount for such Distribution Date applied to Class A Monthly Principal on such Distribution Date) and (z) the Class B Invested Amount on such Distribution Date. (c) The amount of monthly principal ("Collateral Monthly Principal") distributable from the Collection Account with respect to the Collateral Interest on each 23 28 Distribution Date, beginning with the Collateral Principal Commencement Date, shall be equal to the lesser of (x) the Available Investor Principal Collections on deposit in the Collection Account with respect to such Distribution Date (minus the portion of such Available Investor Principal Collections applied to Class A Monthly Principal and Class B Monthly Principal on such Distribution Date), and (y) the Collateral Invested Amount on such Distribution Date. Section 4.4 Required Amount. (a) With respect to each Distribution Date, on the related Determination Date, the Servicer shall determine the amount (the "Class A Required Amount"), if any, by which (a) the sum of (i) Class A Monthly Interest for such Distribution Date, (ii) any Class A Monthly Interest previously due but not paid to the Class A Certificateholders on a prior Distribution Date, (iii) any Class A Additional Interest for such Distribution Date and any Class A Additional Interest previously due but not paid to the Class A Certificateholders on a prior Distribution Date, (iv) the Class A Servicing Fee for such Distribution Date, (v) any Class A Servicing Fee previously due but not paid to the Servicer, (vi) the Class A Investor Default Amount, if any, for such Distribution Date, (vii) the Net Swap Payment, if any, for the related Transfer Date and (viii) the Net Swap Payments, if any, due but not paid on any previous Transfer Date, exceeds (b) the Class A Available Funds. In the event that the Class A Required Amount for such Distribution Date is greater than zero, all or a portion of the Excess Spread and the Excess Finance Charges allocable to Series 2000-C with respect to the related Monthly Period in an amount equal to the Class A Required Amount for such Distribution Date shall be distributed from the Collection Account on such Distribution Date (or on the Transfer Date to the extent needed to make a Net Swap Payment) pursuant to Section 4.7(a). In the event that the Class A Required Amount for such Distribution Date exceeds the amount of Excess Spread and the amount of Excess Finance Charges allocable to Series 2000-C with respect to the related Monthly Period, all or a portion of the Reallocated Principal Collections with respect to such Monthly Period in an amount equal to such excess shall be distributed from the Collection Account on such Distribution Date (or on the Transfer Date to the extent needed to make a Net Swap Payment) pursuant to Section 4.8(a). (b) With respect to each Distribution Date on the related Determination Date, the Servicer shall determine the amount (the "Class B Required Amount"), equal to the sum of (I) the amount if any, by which (a) the sum of (i) Class B Monthly Interest for such Distribution Date, (ii) any Class B Monthly Interest previously due but not paid to the Class B Certificateholders on a prior Distribution Date, (iii) any Class B Additional Interest for such Distribution Date and any Class B Additional Interest previously due but not paid to the Class B Certificateholders on a prior Distribution Date, (iv) the Class B Servicing Fee for such Distribution Date and (v) any Class B Servicing Fee previously due but not paid to the Servicer exceeds (b) the Class B Available Funds, plus (II) the Class B Investor Default Amount for such Distribution Date. In the event that the Class B Required Amount for such Distribution Date is greater than zero, all or a portion of Excess Spread and the Excess Finance Charges allocable to Series 2000-C (other than Excess Spread and Excess Finance Charges applied pursuant to Sections 4.7(a) and (b) with respect to such Distribution Date) with respect to the related Monthly Period shall be applied to fund the Class B Required Amount. In the event that the Class B Required Amount for such Distribution Date exceeds the portion of Excess Spread and Excess Finance Charges allocated to Series 2000-C with respect to the related Monthly Period 24 29 and available to fund the Class B Required Amount as provided in the preceding sentence, all or a portion of the Reallocated Principal Collections allocable to the Collateral Invested Amount available therefor with respect to such Monthly Period in an amount equal to such excess shall be distributed from the Collection Account on such Distribution Date pursuant to Section 4.8(b). Section 4.5 Application of Class A Available Funds, Class B Available Funds, Collateral Available Funds and Available Investor Principal Collections. The Servicer shall apply or shall direct the Trustee in writing to apply, on each Distribution Date (or Transfer Date with respect to Net Swap Payments), Class A Available Funds, Class B Available Funds, Collateral Available Funds and Available Investor Principal Collections for the related Monthly Period to make the following distributions: (a) On each Distribution Date (or Transfer Date with respect to item (ii)), an amount equal to the Class A Available Funds with respect to such Distribution Date will be distributed in the following priority: (i) an amount equal to Class A Monthly Interest for such Distribution Date, plus the amount of any Class A Monthly Interest previously due but not distributed to the Class A Certificateholders on a prior Distribution Date, plus the amount of any Class A Additional Interest for such Distribution Date and any Class A Additional Interest previously due but not distributed to the Class A Certificateholders on a prior Distribution Date, shall be distributed to the Paying Agent for payment to the Class A Certificateholders; (ii) an amount equal to the Net Swap Payment, if any, for such Transfer Date, plus the amount of any Net Swap Payments previously due but not paid to the Swap Counterparty shall be distributed to the Swap Counterparty (notwithstanding that the distribution under this subsection 4.5(a)(ii) is to be made on a date prior to the distribution to be made under (i) above, the distribution under (i) above shall have priority and the Trustee shall reserve Class A Available Funds in an amount equal to the amount due under (i) above before making any distribution under this provision (ii)); (iii) an amount equal to the Class A Servicing Fee for such Distribution Date, plus the amount of any Class A Servicing Fee previously due but not distributed to the Servicer on a prior Distribution Date, shall be distributed to the Servicer; (iv) an amount equal to the Class A Investor Default Amount for such Distribution Date shall be treated as a portion of Available Investor Principal Collections for such Distribution Date; and (v) the balance, if any, shall constitute Excess Spread and shall be allocated and distributed as set forth in Section 4.7. (b) On each Distribution Date, an amount equal to the Class B Available Funds with respect to such Distribution Date will be distributed in the following priority: 25 30 (i) an amount equal to Class B Monthly Interest for such Distribution Date, plus the amount of any Class B Monthly Interest previously due but not distributed to the Class B Certificateholders on a prior Distribution Date, plus the amount of any Class B Additional Interest for such Distribution Date and any Class B Additional Interest previously due but not distributed to the Class B Certificateholders on a prior Distribution Date, shall be distributed to the Paying Agent for payment to the Class B Certificateholders; (ii) an amount equal to the Class B Servicing Fee for such Distribution Date, plus the amount of any Class B Servicing Fee previously due but not distributed to the Servicer on a prior Distribution Date, shall be distributed to the Servicer; and (iii) the balance, if any, shall constitute Excess Spread and shall be allocated and distributed as set forth in Section 4.7. (c) On each Distribution Date, an amount equal to the Collateral Available Funds with respect to such Distribution Date will be distributed in the following priority: (i) if the Bank or the Trustee is no longer the Servicer, an amount equal to the Collateral Servicing Fee for such Distribution Date, plus the amount of any Collateral Servicing Fee previously due but not distributed to the Servicer on a prior Distribution Date, shall be distributed to the Servicer; and (ii) the balance, if any, shall constitute Excess Spread and shall be allocated and distributed as set forth in Section 4.7. (d) On each Distribution Date with respect to the Revolving Period, an amount equal to the Available Investor Principal Collections for the related Monthly Period shall be treated as Shared Principal Collections and applied in accordance with Section 4.04 of the Agreement. (e) On each Distribution Date with respect to the Accumulation Period, the Rapid Accumulation Period, or the Rapid Amortization Period, an amount equal to the Available Investor Principal Collections for the related Monthly Period will be distributed in the following priority: (i) an amount equal to Class A Monthly Principal for such Distribution Date shall (A) during the Accumulation Period and the Rapid Accumulation Period be deposited in the Principal Funding Account for payment to the Class A Certificateholders by the Paying Agent in accordance with Section 5.1(b) on each Distribution Date beginning on the earlier to occur of the Class A Expected Final Distribution Date or the first Special Payment Date and (B) during the Rapid Amortization Period be paid to the Holders of the Class A Certificates; (ii) after giving effect to the distribution referred to in clause (i) above, an amount equal to Class B Monthly Principal for such Distribution Date shall (A) during the Accumulation Period, be deposited in the Principal Funding 26 31 Account for payment to the Class B Certificateholders by the Paying Agent in accordance with subsection 5.1(d) on each Distribution Date beginning on the Class B Principal Commencement Date and (B) during the Rapid Accumulation Period and the Rapid Amortization Period, be paid to the Holders of the Class B Certificates; (iii) after giving effect to the distributions referred to in clauses (i) and (ii) above, an amount equal to Collateral Monthly Principal for such Distribution Date, up to the Collateral Invested Amount for such Distribution Date shall be distributed to the Collateral Interest Holder in accordance with subsection 5.1(e) on each Distribution Date beginning on the earlier of the first Distribution Date for the Rapid Accumulation Period or Rapid Amortization Period when the Class B Investor Amount is paid in full or the Collateral Principal Commencement Date; and (iv) for each Distribution Date, after giving effect to the distributions referred to in clauses (i), (ii) and (iii) above, an amount equal to the balance, if any, of such Available Investor Principal Collections then on deposit in the Collection Account shall be treated as Shared Principal Collections and applied in accordance with Section 4.04 of the Agreement. Section 4.6 Defaulted Amounts; Investor Charge-Offs. (a) On each Determination Date, the Servicer shall calculate the Class A Investor Default Amount, if any, for the related Distribution Date. If, on any Distribution Date, the Class A Required Amount for the related Monthly Period exceeds the sum of (x) the amount of Reallocated Principal Collections with respect to such Monthly Period and (y) the amount of Excess Spread and the Excess Finance Charges allocable to Series 2000-C with respect to such Distribution Date, the Collateral Invested Amount shall be reduced by the amount of such excess, but not by more than the excess of the Class A Investor Default Amount for such Distribution Date over the sum of the amount of Reallocated Principal Collections and Excess Spread and Excess Finance Charges used to fund the Class A Investor Default Amount for such Distribution Date. In the event that such reduction would cause the Collateral Invested Amount to be a negative number, the Collateral Invested Amount shall be reduced to zero and the Class B Invested Amount shall be reduced by the amount by which the Collateral Invested Amount would have been reduced below zero, but not by more than the excess, if any, of the Class A Investor Default Amount for such Distribution Date over the sum of the amount of such reduction, if any, of the Collateral Invested Amount with respect to such Distribution Date and the amount of Reallocated Principal Collections and Excess Spread and Excess Finance Charges used to fund the Class A Investor Default Amount for such Distribution Date. In the event that such reduction would cause the Class B Invested Amount to be a negative number, the Class B Invested Amount shall be reduced to zero, and the Class A Invested Amount shall be reduced by the amount by which the Class B Invested Amount would have been reduced below zero, but not by more than the excess, if any, of the Class A Investor Default Amount for such Distribution Date over the sum of the aggregate amount of the reductions, if any, of the Collateral Invested Amount and the Class B Invested Amount for such Distribution Date and the amount of Reallocated Principal Collections and Excess Spread and Excess Finance Charges used to fund 27 32 the Class A Investor Default Amount for such Distribution Date (a "Class A Investor Charge-Off"). Class A Investor Charge-Offs shall thereafter be reimbursed and the Class A Invested Amount increased (but not by an amount in excess of the aggregate unreimbursed Class A Investor Charge-Offs) on any Distribution Date by the amount of Excess Spread and Excess Finance Charges allocated and available for that purpose pursuant to Section 4.7(b). (b) On each Determination Date, the Servicer shall calculate the Class B Required Amount, if any, for the related Distribution Date. If, on any Distribution Date, the Class B Required Amount for such Distribution Date exceeds the sum of (x) the amount of Excess Spread and Excess Finance Charges allocated to Series 2000-C with respect to the related Monthly Period which are not used to fund the Class A Required Amount and Class A Investor Charge-Offs on the related Distribution Date and (y) the amount of Reallocated Principal Collections which are available to fund the Class B Required Amount on such Distribution Date pursuant to Section 4.8(b), then the Collateral Invested Amount shall be reduced by the amount of such excess, but not by more than the excess of the Class B Investor Default Amount for such Distribution Date over the sum of the amount of Reallocated Principal Collections and Excess Spread and Excess Finance Charges used to fund the Class B Investor Default Amount for such Distribution Date. In the event that such reduction would cause the Collateral Invested Amount to be a negative number, the Collateral Invested Amount shall be reduced to zero, and the Class B Invested Amount shall be reduced by the amount by which the Collateral Invested Amount would have been reduced below zero, but not by more than the excess, if any, of the Class B Investor Default Amount for such Distribution Date over the sum of the amount of such reduction, if any, of the Collateral Invested Amount with respect to such Distribution Date and the amount of Reallocated Principal Collections and Excess Spread and Excess Finance Charges used to fund the Class B Investor Default Amount for such Distribution Date (a "Class B Investor Charge-Off"). Class B Investor Charge-Offs shall thereafter be reimbursed and the Class B Invested Amount increased (but not by an amount in excess of the aggregate unreimbursed Class B Investor Charge-Offs) on any Distribution Date by the amount of Excess Spread and Excess Finance Charges allocated and available for that purpose pursuant to subsection 4.7(e). (c) If, on any Distribution Date, Reallocated Principal Collections for such Distribution Date are applied pursuant to Section 4.8(a) or (b), the Collateral Invested Amount shall be reduced by the amount of such Reallocated Principal Collections. In the event that such reduction would cause the Collateral Invested Amount to be a negative number, the Collateral Invested Amount shall be reduced to zero, and the Class B Invested Amount shall be reduced by the amount by which the Collateral Invested Amount would have been reduced below zero. (d) If, on any Distribution Date, the Collateral Default Amount exceeds the amount of Excess Spread and Excess Finance Charges available to fund the Collateral Default Amount pursuant to subsection 4.7(h) on such Distribution Date, then the Collateral Invested Amount shall be reduced by the amount of such excess; provided, however, that the Collateral Invested Amount shall not be reduced below zero. Section 4.7 Excess Spread; Excess Finance Charges. The Servicer shall apply or shall direct the Trustee in writing to apply, on each Distribution Date, Excess Spread and Excess 28 33 Finance Charges allocated to Series 2000-C with respect to the related Monthly Period, to make the following distributions in the following priority: (a) an amount equal to the Class A Required Amount, if any, with respect to such Distribution Date shall be distributed by the Trustee to fund any deficiency pursuant to Sections 4.5(a)(i), (ii), (iii) and (iv), in that order of priority; (b) an amount equal to the aggregate amount of Class A Investor Charge-Offs which have not been previously reimbursed as provided in Section 4.6(a) (after giving effect to the allocation on such Distribution Date of any amount for that purpose pursuant to Section 4.6(a)) shall be treated as a portion of Available Investor Principal Collections for such Distribution Date; (c) an amount up to the Class B Required Amount, if any, with respect to such Distribution Date shall be distributed by the Trustee to fund any deficiency pursuant to Sections 4.5(b)(i) and (ii), in that order of priority; (d) an amount equal to the Class B Investor Default Amount for such Distribution Date shall be treated as a portion of Available Investor Principal Collections for such Distribution Date; (e) an amount equal to the aggregate amount by which the Class B Invested Amount has been reduced pursuant to clauses (c), (d) and (e) of the definition of "Class B Invested Amount" in Section 2.1 of this Supplement (but not in excess of the aggregate amount of such reductions which have not been previously reimbursed) shall be treated as a portion of Available Investor Principal Collections for such Distribution Date; (f) an amount equal to the Collateral Minimum Monthly Interest for such Distribution Date, plus the amount of any Collateral Minimum Monthly Interest previously due but not distributed to the Collateral Interest Holder on a prior Distribution Date pursuant to this subsection plus the amount of any Collateral Additional Interest for such Distribution Date and any Collateral Additional Interest previously due but not distributed to the Collateral Interest Holder on a prior Distribution Date shall be paid to the Collateral Interest Holder; (g) an amount equal to the Collateral Servicing Fee for such Distribution Date (or if the Bank or the Trustee is no longer the Servicer, the portion of the Collateral Servicing Fee for such Distribution Date not paid pursuant to Section 4.5(c)(i)), plus the amount of any Collateral Servicing Fee previously due but not distributed to the Servicer on a prior Distribution Date, shall be distributed to the Servicer; (h) an amount equal to the Collateral Default Amount for such Distribution Date shall be treated as a portion of Available Investor Principal Collections with respect to such Distribution Date; (i) an amount equal to the aggregate amount by which the Collateral Invested Amount has been reduced pursuant to clause (b) of the definition of "Collateral Invested Amount" (but not in excess of the aggregate amount of such reductions which have not been 29 34 previously reimbursed) shall be treated as a portion of Available Investor Principal Collections with respect to such Distribution Date; (j) an amount up to the excess, if any, of the Required Reserve Account Amount over the amount on deposit therein, shall be deposited into the Reserve Account; and (k) the balance, if any, shall be distributed to the Collateral Interest Holder. Section 4.8 Reallocated Principal Collections. The Servicer shall apply or shall direct the Trustee in writing to apply on each Distribution Date, Reallocated Principal Collections (applying all such Collections with respect to the Collateral Invested Amount prior to applying any such Collections with respect to the Class B Invested Amount and applying no such Collections with respect to the Class B Invested Amount pursuant to clause (b) below) with respect to such Distribution Date, to make the following distributions in the following priority: (a) an amount equal to the excess, if any, of (i) the Class A Required Amount, if any, with respect to such Distribution Date over (ii) the amount of Excess Spread and Excess Finance Charges allocated to Series 2000-C with respect to the related Monthly Period shall, be distributed by the Trustee to fund any deficiency pursuant to Sections 4.5(a)(i), (ii), (iii) and, (iv), in that order of priority; (b) an amount equal to the excess, if any, of (i) the Class B Required Amount, if any, with respect to such Distribution Date over (ii) the amount of Excess Spread and Excess Finance Charges allocated and available to the Class B Certificates pursuant to Sections 4.7(c) and (d) on such Distribution Date, shall be distributed by the Trustee to fund any deficiency pursuant to Sections 4.5(b)(i) and (ii) and Section 4.7(d), in that order of priority; and (c) the balance, if any, of such Reallocated Principal Collections shall be treated as a portion of Available Investor Principal Collections to be applied in accordance with subsections 4.5(d) and (e). Section 4.9 Excess Finance Charges. On each Distribution Date, (a) the Servicer shall allocate the aggregate amount for all outstanding Series in Group One that the related Supplements or Transfer Agreements specify are to be treated as a portion of Excess Finance Charges for such Distribution Date (collectively, "Excess Finance Charges") as specified in the Supplements or Transfer Agreements for each Series in Group One and (b) the Servicer shall withdraw (or shall instruct the Trustee in writing to withdraw) from the Collection Account and pay to the Holders of the Seller Certificates an amount equal to the excess, if any, of (x) the Excess Finance Charges for such Distribution Date over (y) the aggregate amount for all Series in Group One that the related Supplements specify are Finance Charge Shortfalls (as defined in the related Supplements or Transfer Agreements ) for such Distribution Date. Excess Finance Charges for any Distribution Date will be allocated to Series 2000-C in an amount equal to the product of (x) the aggregate amount of Excess Finance Charges for such Distribution Date and (y) a fraction, the numerator of which is the Finance Charge Shortfall for Series 2000-C for such Distribution Date and the denominator of which is the aggregate amount of Finance Charge Shortfalls for all the Series in Group One for such Distribution Date. The amount of "Excess Finance Charges" for Series 2000-C for any Distribution Date shall be specified in the Transfer 30 35 Agreement. On each Distribution Date, the Trustee shall deposit in the Collection Account for application in accordance with Section 4.5 of the Agreement, the amount of "Excess Finance Charges" received by the Trustee pursuant to the Transfer Agreement on such date. The "Finance Charge Shortfall" for Series 2000-C for any Distribution Date shall be equal to the excess, if any, of (a) the full amount required to be paid, without duplication, pursuant to Sections 4.5(a), 4.5(b), 4.5(c) and 4.7(a) through (j) on such Distribution Date over (b) the sum of Class A Available Funds, Class B Available Funds and Collateral Available Funds with respect to the related Monthly Period. Section 4.10 Shared Principal Collections. Subject to Section 4.04 of the Agreement, Shared Principal Collections for any Distribution Date will be allocated to Series 2000-C in an amount equal to the product of (x) the aggregate amount of Shared Principal Collections with respect to all Series in Group One for such Distribution Date and (y) a fraction, the numerator of which is the Principal Shortfall for Series 2000-C for such Distribution Date and the denominator of which is the aggregate amount of Principal Shortfalls for all the Series which are Principal Sharing Series in Group One for such Distribution Date. The "Principal Shortfall" for Series 2000-C shall be equal to (a) for any Distribution Date with respect to the Revolving Period, the Rapid Amortization Period or the Rapid Accumulation Period, zero, and (b) for any Distribution Date with respect to the Accumulation Period on or prior to the Class B Expected Final Distribution Date, the excess, if any, of the Controlled Deposit Amount with respect to such Distribution Date over the amount of Available Investor Principal Collections for such Distribution Date (excluding any portion thereof attributable to Shared Principal Collections) and (c) for each Distribution Date on or after the Class B Expected Final Distribution Date, the excess, if any, of the Invested Amount over the amount of Available Investor Principal Collections for such Distribution Date (excluding any portion thereof attributable to Shared Principal Collections). Section 4.11 Determination of LIBOR. (a) On each LIBOR Determination Date, the Trustee shall determine LIBOR based on the rate for deposits in United States dollars for a period of the Designated Maturity which appears on Telerate Page 3750 as of 11:00 A.M. (London Time) on such date. (b) If such rate does not appear on Telerate Page 3750, the Trustee will determine LIBOR on the basis of quotations of the offered rates for deposits in United States dollars provided by the Reference Banks at approximately 11:00 A.M. (London time) on such LIBOR Determination Date to prime banks in the London interbank market for a period of the Designated Maturity. If at least two such quotations are provided, LIBOR will be the arithmetic mean of such quotations. (c) If, on the LIBOR Determination Date, such rate does not appear on Telerate Page 3750 and only one or none of the Reference Banks provides such offered quotations, LIBOR will be the rate per annum that the Trustee determines to be the arithmetic mean of the offered quotations that three major banks in The City of New York selected by the Servicer are quoting at approximately 11:00 A.M. (New York City time) on that day for loans in United States dollars to leading European banks for a period of the Designated Maturity. 31 36 Section 4.12 Principal Funding Account. (a)(i) The Servicer, for the benefit of the Series 2000-C Holders, shall establish and maintain in the name of the Trustee, on behalf of the Trust, an Eligible Deposit Account (the "Principal Funding Account"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Series 2000-C Certificateholders. The Principal Funding Account shall initially be established by the Trustee. (ii) At the written direction of the Servicer, funds on deposit in the Principal Funding Account shall be invested by the Trustee in Eligible Investments selected by the Servicer. All such Eligible Investments shall be held by the Trustee for the benefit of the Series 2000-C Certificateholders; provided that on each Distribution Date all interest and other investment income (net of losses and investment expenses ) ("Principal Funding Investment Proceeds") on funds on deposit therein shall be applied as set forth in paragraph (iii) below. Funds on deposit in the Principal Funding Account shall be invested in Eligible Investments that will mature so that such funds will be available at the close of business on the Transfer Date preceding the following Distribution Date. No Eligible Investment shall be disposed of prior to its maturity; provided, however, that the Trustee may sell, liquidate or dispose of an Eligible Investment before its maturity, if so directed in writing by the Servicer, the Servicer having reasonably determined that the interest of the Series 2000-C Certificateholders may be adversely affected if such Eligible Investment is held to its maturity. Unless the Servicer directs otherwise, funds deposited in the Principal Funding Account on a Transfer Date (which immediately precedes a Distribution Date) upon the maturity of any Eligible Investments are not required to be invested overnight. (iii) On each Distribution Date with respect to the Accumulation Period or the Rapid Accumulation Period, the Servicer shall direct the Trustee in writing to withdraw from the Principal Funding Account and deposit into the Collection Account all Principal Funding Investment Proceeds then on deposit in the Principal Funding Account, and such Principal Funding Investment Proceeds shall be treated as a portion of Class A Available Funds for such Distribution Date. (iv) Reinvested interest and other investment income on funds deposited in the Principal Funding Account shall not be considered to be principal amounts on deposit therein for purposes of this Supplement. (v) The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Principal Funding Account and in all proceeds thereof. The Principal Funding Account shall be under the sole dominion and control of the Trustee for the benefit of the Series 2000-C Certificateholders. If, at any time, the Principal Funding Account ceases to be an Eligible Deposit Account, the Trustee shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new Principal Funding Account meeting the conditions specified in paragraph 32 37 (a) (i) above as an Eligible Deposit Account and shall transfer any cash and/or any investments to such new Principal Funding Account. (vi) Pursuant to the authority granted to the Servicer in Section 3.01(b) of the Agreement, the Servicer shall have the power, revocable by the Trustee, to make withdrawals and payments or to instruct the Trustee in writing to make withdrawals and payments from the Principal Funding Account for the purposes of carrying out the Servicer's or Trustee's duties hereunder. Pursuant to the authority granted to the Paying Agent in Section 5.1 of this Supplement and Section 6.07 of the Agreement, the Paying Agent shall have the power, revocable by the Trustee, to withdraw funds from the Principal Funding Account for the purpose of making distributions to the Series 2000-C Certificateholders. Section 4.13 Accumulation Period. The Accumulation Period is scheduled to commence on the Accumulation Date; provided, however, that if the Accumulation Period Length on any Determination Date (determined as described below) is less than nine months, upon notice to the Trustee, the Seller, each Rating Agency and the Collateral Interest Holder, the Servicer, at its option, may elect to modify the date on which the Accumulation Period actually commences to the first day of the month that is a number of months prior to the month in which the Class A Expected Final Distribution Date occurs at least equal to the Accumulation Period Length (so that, as a result, the number of Monthly Periods in the Accumulation Period will at least equal the Accumulation Period Length); provided, however, that (i) the length of the Accumulation Period will not be less than one month; and (ii) notwithstanding any other provision of this Supplement to the contrary, no election to postpone the commencement of the Accumulation Period shall be made after a Pay Out Event (as defined in the related Supplement) shall have occurred and is continuing with respect to any other Series. On each Determination Date, the Servicer will determine the "Accumulation Period Length," which will mean a number of months such that the amount available for distribution of principal on the Class A Certificates on the Class A Expected Final Distribution Date and for distribution of principal on the Class B Certificates on the Class B Expected Final Distribution Date will equal or exceed the sum of the Class A Investor Amount and the Class B Investor Amount, assuming for this purpose that (1) the payment rate with respect to Collections of Principal Receivables remains constant at the lowest level of such payment rate during the twelve preceding Monthly Periods (or such lower payment rate as the Servicer may select), (2) the total amount of Principal Receivables in the Trust (and the principal amount on deposit in the Excess Funding Account, if any) remains constant at the level on such date of determination, (3) no Pay Out Event with respect to any Series will subsequently occur and (4) no additional Series (other than any Series being issued on such date of determination) will be subsequently issued. Any notice by the Servicer electing to modify the commencement of the Accumulation Period pursuant to this Section 4.13 shall specify (i) the Accumulation Period Length, (ii) the commencement date of the Accumulation Period and (iii) the Controlled Accumulation Amount with respect to each Monthly Period during the Accumulation Period. Section 4.14 Reserve Account. (a) The Servicer shall establish and maintain, in the name of the Trustee, on behalf of the Trust, for the benefit of the Series 2000-C Holders, an Eligible Deposit Account 33 38 (the "Reserve Account") bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Series 2000-C Holders. The Reserve Account shall initially be established with the Trustee. The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Reserve Account and in all proceeds thereof. The Reserve Account shall be under the sole dominion and control of the Trustee for the benefit of the Series 2000-C Holders. If at any time the Reserve Account ceases to be an Eligible Deposit Account, the Trustee (or the Servicer on its behalf) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new Reserve Account meeting the conditions specified above as an Eligible Deposit Account, and shall transfer any cash and/or any investments to such new Reserve Account. The Trustee, at the written direction of the Servicer, shall (i) make withdrawals from the Reserve Account from time to time for the purposes set forth in this Supplement, and (ii) on each Distribution Date (from and after the Reserve Account Funding Date) prior to the termination of the Reserve Account make a deposit into the Reserve Account in the amount specified in, and otherwise in accordance with, Section 4.7(j). (b) Funds on deposit in the Reserve Account shall be invested at the written direction of the Servicer by the Trustee in Eligible Investments. Funds on deposit in the Reserve Account on any Transfer Date, after giving effect to any withdrawals from the Reserve Account on such Transfer Date, shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the immediately succeeding Transfer Date. The Trustee shall maintain for the benefit of the Series 2000-C Holders possession of the negotiable instruments or securities, if any, evidencing such Eligible Investments. No Eligible Investment shall be disposed of prior to its maturity; provided, however, that the Trustee may sell, liquidate or dispose of an Eligible Investment before its maturity, if so directed by the Servicer in writing, the Servicer having reasonably determined that the interest of the Series 2000-C Holders may be adversely affected if such Eligible Investment is held to its maturity. On each Distribution Date, all interest and earnings (net of losses and investment expenses) accrued since the preceding Distribution Date on funds on deposit in the Reserve Account shall be retained in the Reserve Account (to the extent that the amount on deposit in the Reserve Account is less than the Required Reserve Account Amount) and the balance, if any, shall be deposited in the Collection Account and treated as Collections of Finance Charge Receivables allocable to Series 2000-C. For purposes of determining the availability of funds or the balance in the Reserve Account for any reason under this Supplement, except as otherwise provided in the preceding sentence, investment earnings on such funds shall be deemed not to be available or on deposit. (c) On the Determination Date preceding each Distribution Date with respect to the Accumulation Period (prior to the Class B Expected Final Distribution Date) and on the Determination Date prior to the earlier of the first Distribution Date with respect to the Rapid Accumulation Period and the first Special Payment Date, the Servicer shall calculate the "Reserve Draw Amount" which shall be equal to the excess, if any, of the Covered Amount with respect to such Distribution Date or Special Payment Date over the Principal Funding Investment Proceeds with respect to such Distribution Date or Special Payment Date; provided, that such amount will be reduced to the extent that funds otherwise would be available for deposit in the Reserve Account under subsection 4.7(j) with respect to such Distribution Date. 34 39 (d) In the event that for any Distribution Date the Reserve Draw Amount is greater than zero, the Reserve Draw Amount, up to the amount on deposit in the Reserve Account, shall be withdrawn from the Reserve Account on the related Transfer Date by the Trustee (acting in accordance with the instructions of the Servicer), deposited into the Collection Account and included in the Class A Available Funds for such Distribution Date. (e) In the event that the Reserve Account Surplus on any Distribution Date, after giving effect to all deposits to and withdrawals from the Reserve Account with respect to such Distribution Date, is greater than zero, the Trustee, acting in accordance with the written instructions of the Servicer, shall withdraw from the Reserve Account, and distribute to the Collateral Interest Holder, an amount equal to such Reserve Account Surplus. (f) Upon the earliest to occur of (i) the termination of the Trust pursuant to Article XII of the Agreement, (ii) the day on which the Class A Investor Amount is paid in full to the Class A Certificateholders, (iii) if the Accumulation Period has not commenced, the occurrence of a Pay Out Event with respect to Series 2000-C and (iv) if the Accumulation Period has commenced, the earliest of (x) the first Distribution Date with respect to the Rapid Accumulation Period, (y) the first Special Payment Date and (z) the Class A Expected Final Distribution Date, the Trustee, acting in accordance with the written instructions of the Servicer, after the prior payment of all amounts owing to the Series 2000-C Certificateholders which are payable from the Reserve Account as provided herein, shall withdraw from the Reserve Account and distribute to the Collateral Interest Holder all amounts, if any, on deposit in the Reserve Account and the Reserve Account shall be deemed to have terminated for purposes of this Supplement. Section 4.15 Swap Reserve Fund. (a) The Servicer shall establish and maintain in the name of the Trustee, on behalf of the Trust, for the benefit of the Class A Certificateholders, the Swap Counterparty and the Seller, as their interests appear herein, an Eligible Deposit Account (the "Swap Reserve Fund"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Class A Certificateholders, the Swap Counterparty and the Seller. The Swap Reserve Fund shall initially be established with the Trustee. The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Swap Reserve Fund and in all proceeds thereof. The Swap Reserve Fund shall be under the sole dominion and control of the Trustee for the benefit of the Class A Certificateholders, the Swap Counterparty and the Seller. If at any time the Swap Reserve Fund ceases to be an Eligible Deposit Account, the Trustee (or the Servicer on its behalf) shall, within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new Swap Reserve Fund meeting the conditions specified above as an Eligible Deposit Account, and shall transfer any cash or any investments to such new Swap Reserve Fund. The Trustee, at the written direction of the Servicer, shall make withdrawals from the Swap Reserve Fund from time to time in an amount up to the Available Swap Reserve Fund Amount in the amounts and at the times set forth in this Section 4.15. (b) On the Closing Date, the Trustee shall deposit an amount equal to the Required Swap Reserve Fund Amount received by it from the Seller in immediately available 35 40 funds into the Swap Reserve Fund. Funds on deposit in the Swap Reserve Fund shall be invested at the written direction of the Servicer by the Trustee in Eligible Investments. Funds on deposit in the Swap Reserve Fund on any Transfer Date, after giving effect to any withdrawals from the Swap Reserve Fund on such Transfer Date, shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the following Transfer Date. The Trustee shall maintain for the benefit of the Class A Certificateholders, the Swap Counterparty and the Seller possession of the negotiable instruments or securities, if any, evidencing such Eligible Investments. No Eligible Investment shall be disposed of prior to its maturity; provided, however, that the Trustee may sell, liquidate or dispose of an Eligible Investment before its maturity, if so directed by the Servicer in writing, the Servicer having reasonably determined that the interest of the Class A Certificateholders, the Swap Counterparty and the Seller may be adversely affected if such Eligible Investment is held to its maturity. On each Distribution Date, all interest and earnings (net of losses and investment expenses) accrued since the preceding Distribution Date on funds on deposit in the Swap Reserve Fund shall be retained in the Swap Reserve Fund (to the extent that the amount on deposit in the Swap Reserve Fund is less than the Required Swap Reserve Fund Amount) and the balance, if any, shall be distributed to the Collateral Interest Holder in accordance with subsection 5.1(e) on such Distribution Date. For purposes of determining the availability of funds or the balance in the Swap Reserve Fund for any reason under this Supplement, except as otherwise provided in the preceding sentence, investment earnings on such funds shall be deemed not to be available or on deposit. (c) On the Determination Date preceding each Distribution Date with respect to the Rapid Accumulation Period and on the Determination Date preceding the first Special Payment Date with respect to the Rapid Amortization Period if such Rapid Amortization Period commences after the commencement of the Rapid Accumulation Period, the Servicer shall calculate the "Swap Reserve Draw Amount" which shall be equal to the excess, if any, of the Covered Amount with respect to such Distribution Date or Special Payment Date over the Principal Funding Investment Proceeds with respect to such Distribution Date or Special Payment Date; provided, however, that on the first Distribution Date with respect to the Rapid Accumulation Period, the "Swap Reserve Draw Amount" shall be equal to the excess, if any, of the Covered Amount with respect to such Distribution Date over the sum of the Principal Funding Investment Proceeds with respect to such Distribution Date and the amount withdrawn from the Reserve Account on such Distribution Date pursuant to subsection 4.14(d). (d) If with respect to any Distribution Date or the Special Payment Date, the Swap Reserve Draw Amount is greater than zero, the Swap Reserve Draw Amount, up to the Available Swap Reserve Fund Amount, shall be withdrawn from the Swap Reserve Fund on the related Transfer Date by the Trustee (acting in accordance with the written instructions of the Servicer), and deposited into the Collection Account and treated as Class A Available Funds for such Distribution Date to be applied pursuant to subsection 4.5(a). (e) In the event that for any Transfer Date, the Trust owes an amount to the Swap Counterparty due to an early termination of the Interest Rate Swap pursuant to the terms thereof, the Trustee (acting in accordance with the written instructions of the Servicer) shall withdraw from the Swap Reserve Fund on such Transfer Date and pay to the Swap Counterparty an amount equal to the lesser of (a) the Available Swap Reserve Fund Amount for such 36 41 Distribution Date (after giving effect to any withdrawal pursuant to subsection 4.15(d) on such Transfer Date) and (b) the aggregate amount owed by the Trust to the Swap Counterparty on such Transfer Date due to such early termination of the Interest Rate Swap. (f) In the event that the Swap Reserve Fund Surplus on any Distribution Date, after giving effect to all withdrawals from the Swap Reserve Fund with respect to the related Transfer Date, is greater than zero, the Trustee, acting in accordance with the written instructions of the Servicer, shall withdraw from the Swap Reserve Fund an amount equal to such Swap Reserve Fund Surplus and distribute such amount to the Collateral Interest Holder in accordance with subsection 5.1(e). (g) Upon the earliest to occur of (i) the Class A Expected Final Distribution Date, (ii) the termination of the Trust pursuant to Article XII of the Agreement, (iii) the Distribution Date immediately following the termination of the Interest Rate Swap (or, if the Interest Rate Swap terminates on a Distribution Date, such Distribution Date) and (iv) the first Distribution Date with respect to the Rapid Amortization Period (after taking into account all payments to be made on such date), the Trustee, acting in accordance with the instructions of the Servicer, after withdrawing all amounts owing from the Swap Reserve Fund as provided herein, shall withdraw from the Swap Reserve Fund and distribute to the Collateral Interest Holder in accordance with subsection 5.1(e) amounts, if any, on deposit in the Swap Reserve Fund, and the Swap Reserve Fund shall be deemed to have terminated for purposes of this Series Supplement. Section 4.16. Interest Rate Swap. (a) The Trustee, on behalf of the Trust, shall enter into the Interest Rate Swap, certain terms of which are set forth herein for the convenience of the parties thereto for incorporation therein by reference, with the Swap Counterparty on the Closing Date. Pursuant to the terms of the Interest Rate Swap, the Swap Counterparty shall pay to the Trustee, on behalf of the Trust, on each Transfer Date the Net Swap Receipt, if any, plus the amount of any Net Swap Receipt due but not paid with respect to any previous Distribution Date. The Trustee, on behalf of the Trust, shall deposit such Net Swap Receipts, if any, into the Collection Account and shall apply such amounts as Class A Available Funds pursuant to subsection 4.5(a). In addition, in accordance with the terms of the Interest Rate Swap, the Trustee shall pay to the Swap Counterparty the Net Swap Payment, if any, for such Transfer Date, plus the amount of any Net Swap Payment due but not paid on any previous Transfer Date, from amounts applied pursuant to subsections 4.5(a)(ii). If the Interest Rate Swap has not been terminated and the Trustee has not received any Net Swap Receipt due with respect to the related Transfer Date prior to 10:00 a.m. on the date such payment is due, (i) the Trustee shall notify the Swap Counterparty, the Seller and the Servicer of such fact prior to 12:00 p.m. on such date, (ii) the Trustee, if directed in writing by the Servicer, shall designate an Early Termination Date (as such term is defined in the Interest Rate Swap) pursuant to the Interest Rate Swap and shall, if the Seller so directs, terminate the Interest Rate Swap pursuant to its terms, and (iii) the Servicer shall provide the Trustee, prior to 4:30 p.m. on the related Transfer Date, with new statements substantially in the forms of Exhibit B and Exhibit C to this Series Supplement revised, if necessary, to reflect that the Net Swap Receipt (or any portion thereof) was not received by the Trustee for such Transfer Date. 37 42 (b) Following the termination of the Interest Rate Swap pursuant to the terms thereof, the Swap Counterparty shall pay to the Trustee the amount of the termination payment, if any, to be made by the Swap Counterparty pursuant to Section 6 of the Interest Rate Swap. The Trustee shall, promptly upon receipt of such termination payment, if any, and at the written direction of the Servicer distribute the amount of such termination payment to the Collateral Interest Holder in accordance with subsection 5.1(e). (c) The Trustee, at the written direction of the Seller, shall direct the Swap Counterparty to assign its rights and obligations under the Interest Rate Swap to a replacement Swap Counterparty, in the event that the long-term, senior unsecured debt rating of the Swap Counterparty is reduced below BBB- by Standard & Poor's or below Baa3 by Moody's. The Seller shall, for such purposes, monitor the ratings of the Swap Counterparty and the Trustee shall not be responsible for monitoring the ratings of the Swap Counterparty. The Seller shall give Standard & Poor's and Moody's notice of the replacement of the Swap Counterparty as soon as practicable thereafter. (d) The parties hereto agree that all obligations of the Trustee on behalf of the Trust under the Interest Rate Swap shall be paid from, and limited to, funds specifically available therefor pursuant to subsections 4.5(a)(ii) and 4.15(e) of this Series Supplement and that the Trustee shall not be required to expend or risk its own funds or otherwise incur any liability in connection with the Interest Rate Swap. (e) If a Responsible Officer of the Trustee has actual knowledge of any event specified in Section 5 of the Interest Rate Swap, the Trustee shall provide written notice of such event to the Servicer, the Seller and the Rating Agencies. The Trustee, however, shall not be required to monitor such events. The Seller, upon becoming aware of any event specified in Section 5 of the Interest Rate Swap, whether pursuant to notice from the Trustee or otherwise, shall immediately provide the Trustee with written instructions as to the course of action to be taken under Section 6 of the Interest Rate Swap, including without limitation any notices to be provided and whether or not an Early Termination Date (as defined in the Interest Rate Swap) should be designated and, if so, when such Early Termination Date should be designated. Prior to receiving such written instructions from the Seller, the Trustee shall not designate an Early Termination Date and shall not terminate the Interest Rate Swap. (f) At the request of the Trustee, the Seller shall provide the Trustee with any document the Trustee is required to provide the Swap Counterparty pursuant to Section 4(a) of the Interest Rate Swap. (g) In the event (i) the short-term debt rating of the Swap Counterparty is reduced below A-1 or is withdrawn by Standard & Poor's, (ii) the short-term debt rating of the Swap Counterparty is reduced below F1+ or is withdrawn by Fitch, (iii) the long-term, senior unsecured debt rating of the Swap Counterparty is reduced below A- by Standard & Poor's or is withdrawn by Standard & Poor's or (iv) the long-term, senior unsecured debt rating of the Swap Counterparty is reduced below AA- by Fitch or is withdrawn by Fitch, then the Swap Counterparty will be required within 30 days from the date of such reduction or withdrawal to fund the Interest Reserve Account in an amount equal to one-twelfth of the product of (a) the Swap Fixed Rate and (b) the Fixed Rate Notional Amount as of the Record Date preceding such 38 43 reduction or withdrawal (the "Required Interest Reserve Amount"). The Swap Counterparty's failure to adequately fund the Interest Reserve Account within 30 days of such reduction or withdrawal shall constitute an "Interest Reserve Account Event." Notwithstanding the foregoing provisions of this subsection 4.16(g), in the case of a replacement Swap Counterparty, if the replacement Swap Counterparty does not have a short-term debt rating by Standard & Poor's, then provision (i) of the first sentence of this subsection 4.16(g) shall not apply to such replacement Swap Counterparty and the rating referred to in provision (iii) of the first sentence of this subsection 4.16(g) shall be changed to A+. (h) It is expressly understood and agreed by the parties hereto that (i) the Interest Rate Swap is entered into by Bankers Trust Company, not individually or personally but solely as Trustee of the Trust in the exercise of the powers and authority conferred and vested in it, (ii) the representations, undertakings and agreements made in the Interest Rate Swap on the part of the Trust are made and intended not as personal representations, undertakings and agreements by the Trustee but are made and intended for the purpose or binding only the Trust, (iii) nothing herein contained shall be construed as creating any liability on the Trustee, individually or personally, to perform any covenant of the Trust either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties who are signatories to this Supplement and by any Persons claiming by, through or under such parties; provided, however, that the Trustee shall be liable in its individual capacity for its own willful misconduct or gross negligence and (iv) under no circumstances shall the Trustee be personally liable for the payment of any indebtedness or expenses of the Trust or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Trust under this Agreement. (i) No recourse under the Supplement or the Interest Rate Swap shall be had against, and no personal liability shall attach to, any officer, employee, director, affiliate or shareholder of the Trustee, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise in respect of the Supplement, the Interest Rate Swap and the Certificates. (j) The Seller agrees to indemnify, the Trustee, its officers, directors, employees and agents for, and to hold it harmless against, any loss, liability or expense incurred without negligence or willful misconduct on the Trustee's part, arising out of or in connection with its execution of the Interest Rate Swap on behalf of the Trust. This indemnity shall survive the termination of the Supplement and the Interest Rate Swap and the resignation or removal of the Trustee. Section 4.17. Interest Reserve Account. (a) The Servicer shall establish and maintain in the name of the Trustee, on behalf of the Trust, for the benefit of the Class A Certificateholders, an Eligible Deposit Account (the "Interest Reserve Account") bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Class A Certificateholders. The Interest Reserve Account shall initially be established with the Trustee. The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Interest Reserve Account and in all proceeds thereof. The Interest Reserve Account shall be under the sole dominion and control of 39 44 the Trustee for the benefit of the Class A Certificateholders. If at any time the Interest Reserve Account ceases to be an Eligible Deposit Account, the Trustee (or the Servicer on its behalf) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new Interest Reserve Account meeting the conditions specified above as an Eligible Deposit Account, and shall transfer any cash and/or any investments to such new Interest Reserve Account. (b) Funds on deposit in the Interest Reserve Account shall be invested at the written direction of the Swap Counterparty by the Trustee in Eligible Investments. Funds on deposit in the Interest Reserve Account on any Transfer Date, after giving effect to any withdrawal from the Interest Reserve Account on such Transfer Date, shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the following Transfer Date. The Trustee shall maintain for the benefit of the Class A Certificateholders the negotiable instruments or securities, if any, evidencing such Eligible Investments. No Eligible Investment shall be disposed of prior to its maturity; provided, however, that the Trustee may sell, liquidate or dispose of an Eligible Investment before its maturity, if so directed by the Servicer in writing, the Servicer having reasonably determined that the interest of the Class A Certificateholders may be adversely affected if such Eligible Investment is held to its maturity. On each Transfer Date, all interest and earnings (net of losses and investment expenses) accrued since the preceding Distribution Date on funds on deposit in the Interest Reserve Account shall be retained in the Interest Reserve Account (to the extent that the amount on deposit in the Interest Reserve Account is less than the Required Interest Reserve Amount) and the balance, if any, shall be distributed to the Swap Counterparty. For purposes of determining the availability of funds or the balance in the Interest Reserve Account for any reason under this Supplement, except as otherwise provided in the preceding sentence, investment earnings on such funds shall be deemed not to be available or on deposit. (c) In the event that the Interest Rate Swap terminates due to a default by the Swap Counterparty, on the Transfer Date on or immediately following such termination, the Trustee, at the written direction of the Servicer, shall withdraw from the Interest Reserve Account an amount equal to the least of (i) the Net Swap Receipt, if any, with respect to such Transfer Date plus the amount of any Net Swap Receipt previously due but not paid to the Trust, (ii) the amount on deposit in the Interest Reserve Account on such Transfer Date and (iii) the Required Interest Reserve Amount, and shall deposit such amount in the Collection Account to be included in Class A Available Funds with respect to such Distribution Date and give notice of such withdrawal to each Rating Agency. (d) Upon the earliest to occur of (i) any Transfer Date subsequent to the increase of the Swap Counterparty's credit rating or ratings to the level that each of the following is true: the Swap Counterparty's short-term debt rating by Standard & Poor's is not less than A-1 and by Fitch is not less the F1+ and the Swap Counterparty's long-term, senior unsecured debt rating is not less than A- by Standard & Poor's, and is not less than AA- by Fitch, (ii) the Transfer Date on or immediately following the termination of the Interest Rate Swap, (iii) the Transfer Date immediately preceding the Class A Expected Final Transfer Date, (iv) the termination of the Trust pursuant to Article XII of the Agreement, (v) the Series Termination Date and (vi) the first Transfer Date relating to the Rapid Amortization Period (after taking into account all payments to be made on such date or the immediately following Transfer Date 40 45 pursuant to subsection 4.17(c) above), the Trustee, acting in accordance with the written instructions of the Servicer, after the prior payment of all amounts owing to the Series 2000-C Certificateholders that are payable from the Interest Reserve Account as provided herein, shall withdraw from the Interest Reserve Account and pay to the Swap Counterparty pursuant to the terms of the Interest Rate Swap, all amounts, if any, on deposit in the Interest Reserve Account. A withdrawal of amounts from the Interest Reserve Account as provided in this subsection 4.17(d) shall not be deemed to preclude future funding of the Interest Reserve Account again if so required under subsection 4.16(g). Notwithstanding the foregoing provisions if the Interest Rate Swap has been assigned to a replacement Swap Counterparty then provision (i) of the first sentence of this subsection 4.17(d) shall read as follows: any Transfer Date subsequent to the increase of the Swap Counterparty's credit rating or ratings to the level that each of the following is true: the replacement Swap Counterparty's short-term debt rating by Standard & Poor's, if any, is not less than A-1 and by Fitch is not less than F1+ and the Swap Counterparty's long-term, senior unsecured debt rating is not less than AA- by Fitch and not less than A- by Standard & Poor's if the replacement Swap Counterparty has a short-term debt rating by Standard & Poor's or not less than A+ by Standard & Poor's if the replacement Swap Counterparty does not have a short-term debt rating by Standard & Poor's. ARTICLE V Distributions and Reports to Series 2000-C Certificateholders Section 5.1 Distributions. (a) On each Distribution Date, the Paying Agent shall distribute to each Class A Certificateholder of record on the related Record Date (other than as provided in Section 12.02 of the Agreement) such Class A Certificateholder's pro rata share of the amounts that are allocated and available on such Distribution Date to pay interest on the Class A Certificates pursuant to this Supplement. (b) On each Distribution Date, commencing with the first to occur of the Class A Expected Final Payment Date and the first Special Payment Date, the Paying Agent shall distribute to each Class A Certificateholder of record on the related Record Date (other than as provided in Section 12.02 of the Agreement) such Class A Certificateholder's pro rata share of the amounts that are on deposit in the Principal Funding Account or that are otherwise allocated and available on such date to pay principal of the Class A Certificates pursuant to this Supplement up to a maximum amount on any such date equal to the Class A Investor Amount on such date (unless there has been an optional repurchase of the Certificateholders' Interest pursuant to Section 10.01 of the Agreement, in which event the foregoing limitation will not apply). (c) On each Distribution Date, the Paying Agent shall distribute to each Class B Certificateholder of record on the related Record Date (other than as provided in Section 12.02 of the Agreement) such Class B Certificateholder's pro rata share of the amounts that are allocated and available on such Distribution Date to pay interest on the Class B Certificates pursuant to this Supplement. 41 46 (d) On each Distribution Date, commencing with the Class B Principal Commencement Date, the Paying Agent shall distribute to each Class B Certificateholder of record on the related Record Date (other than as provided in Section 12.02 of the Agreement) such Class B Certificateholder's pro rata share of the amounts that are on deposit in the Principal Funding Account (after payments have been made to the Class A Certificateholders as provided in (b) above or, during the Rapid Accumulation Period, after the full Class A Investor Amount is on deposit in the Principal Funding Account) or that are otherwise allocated and available on such date to pay principal of the Class B Certificates pursuant to this Supplement up to a maximum amount on any such date equal to the Class B Investor Amount on such date (unless there has been an optional repurchase of the Certificateholders' Interest pursuant to Section 10.01 of the Agreement, in which event the foregoing limitation will not apply). (e) On each Transfer Date, the Trustee shall distribute to the Collateral Interest Holder the aggregate amount payable to the Collateral Interest Holder pursuant to Sections 4.5, 4.7, 4.14, 4.15 and 4.16 to the Collateral Interest Holder's account, as specified in writing by the Collateral Interest Holder, in immediately available funds. (f) The distributions to be made pursuant to this Section 5.1 are subject to the provisions of Sections 2.06, 9.02, 10.01 and 12.02 of the Agreement and Sections 8.1 and 8.2 of this Supplement. (g) Except as provided in Section 12.02 of the Agreement with respect to a final distribution, distributions to Series 2000-C Certificateholders hereunder shall be made by check mailed to each Series 2000-C Certificateholder at such Series 2000-C Certificateholder's address appearing in the Certificate Register without presentation or surrender of any Series 2000-C Certificate or the making of any notation thereon; provided, however, that with respect to Series 2000-C Certificates registered in the name of a Clearing Agency, such distributions shall be made to such Clearing Agency in immediately available funds. Section 5.2 Certificates and Statements. (a) Not later than each Determination Date, the Servicer shall deliver to the Trustee, the Paying Agent, each Rating Agency and the Collateral Interest Holder, a certificate substantially in the form of Exhibit B prepared by the Servicer. (b) On each Distribution Date, the Paying Agent, on behalf of the Trustee, shall forward to each Series 2000-C Certificateholder a statement substantially in the form of Exhibit C prepared by the Servicer. (c) A copy of each statement or certificate provided pursuant to paragraph (a) or (b) may be obtained by any Series 2000-C Certificateholder or any Certificate Owner thereof by a request in writing to the Servicer. (d) On or before January 31 of each calendar year, beginning with calendar year 2001, the Paying Agent, on behalf of the Trustee, shall furnish or cause to be furnished to each Person who at any time during the preceding calendar year was a Series 2000-C Certificateholder, a statement prepared by the Servicer containing the information which is required to be contained in the statement to Series 2000-C Certificateholders, as set forth in 42 47 paragraph (b) above, aggregated for such calendar year or the applicable portion thereof during which such Person was a Series 2000-C Certificateholder, together with other information as is required to be provided by an issuer of indebtedness under the Internal Revenue Code. Such obligation of the Servicer shall be deemed to have been satisfied to the extent that substantially comparable information shall be provided by the Paying Agent pursuant to any requirements of the Internal Revenue Code as from time to time in effect. ARTICLE VI Series 2000-C Pay Out Events Section 6.1 Series 2000-C Pay Out Events. If any one of the following events (each, a "Series Pay Out Event") shall occur with respect to Series 2000-C: (a) failure on the part of the Seller (A) to make any payment or deposit required by the terms of the Agreement on or before the date occurring five Business Days after the date such payment or deposit is required to be made herein or (B) duly to observe or perform in any material respect any other covenants or agreements of the Seller set forth in the Agreement which has a material adverse effect on the Series 2000-C Holders (which determination shall be made, for so long as the Collateral Invested Amount is greater than zero, without reference to whether any funds are available pursuant to Series Enhancement) and continues unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Seller by the Trustee, or to the Seller and the Trustee by Series 2000-C Holders aggregating not less than 50% of the outstanding principal balance of the Series 2000-C; (b) any representation or warranty made by the Seller in the Agreement or any information contained in a computer file or microfiche list required to be delivered by the Servicer on behalf of the Seller pursuant to Section 2.01 or 2.08 of the Agreement (A) shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Seller by the Trustee, or to the Seller and the Trustee by Holders of the Series 2000-C Certificates aggregating not less than 50% of the outstanding principal balance of the Series 2000-C Certificates and (B) as a result of which the interests of the Series 2000-C Certificateholders are materially and adversely affected (which determination shall be made, for so long as the Collateral Invested Amount is greater than zero, without reference to whether any funds are available pursuant to any Series Enhancement); provided, however, that a Series Pay Out Event pursuant to this subparagraph (b) shall not be deemed to occur hereunder if the Seller has accepted reassignment of the related Receivable, or all of such Receivables, if applicable, during such period (or such longer period as the Trustee may specify) in accordance with the provisions hereof and of the Agreement; (c) (1) with respect to the last day of any prior Monthly Period during which the Seller Amount is less than the Required Seller Amount, the failure of the Seller to convey on or prior to the Required Designation Date Receivables in Additional Accounts to the Trust such that the Seller Amount shall be at least equal to the Required Seller Amount as of the close of 43 48 business on the applicable Addition Date; or (2) with respect to the last day of any prior Monthly Period during which the aggregate amount of Principal Receivables is less than the Required Principal Balance as of such day, the failure of the Seller to convey on or prior to the Required Designation Date Receivables in Additional Accounts to the Trust such that the aggregate amount of the Principal Receivables shall be at least equal to the Required Principal Balance as of the close of business on the applicable Addition Date; (d) the Net Portfolio Yield averaged over three consecutive Monthly Periods is less than the Base Rate averaged over such period; (e) any Servicer Default shall occur which would have a material adverse effect on the Series 2000-C Certificateholders (which determination shall be made, for so long as the Collateral Invested Amount is greater than zero, without reference to whether any funds are available pursuant to any Series Enhancement); or (f) the Class A Investor Amount shall not be paid in full on the Class A Expected Final Distribution Date or the Class B Investor Amount shall not be paid in full on the Class B Expected Final Distribution Date or the Collateral Invested Amount shall not be paid in full on the Collateral Expected Final Distribution Date; then, in the case of any event described in subparagraph (a), (b) or (e), after the applicable grace period, if any, set forth in such subparagraphs, either the Trustee or the holders of Investor Certificates (including the Collateral Interest Holder) of Series 2000-C evidencing more than 50% of the aggregate unpaid principal amount of such Investor Certificates (including the Collateral Interest) by notice then given in writing to the Seller and the Servicer (and to the Trustee if given by the Holders of Investor Certificates (including the Collateral Interest Holder) of Series 2000-C) may declare that a Pay Out Event has occurred with respect to Series 2000-C as of the date of such notice, and, in the case of any event described in subparagraph (c), (d) or (f) a Pay Out Event shall occur with respect to Series 2000-C without any notice or other action on the part of the Trustee or Holders of Investor Certificates (including the Collateral Interest Holder) of Series 2000-C immediately upon the occurrence of such event. ARTICLE VII Optional Repurchase; Series Termination Section 7.1 Optional Repurchase. On any day occurring on or after the date on which the Investor Amount is reduced to 5% or less of the Initial Invested Amount, the Seller shall have the option to purchase the interest of the Series 2000-C Holders, at a purchase price equal to (i) if such day is a Distribution Date, the Reassignment Amount for such Distribution Date or (ii) if such day is not a Distribution Date, the Reassignment Amount for the Distribution Date following such day. Section 7.2 Series Termination. (a) If, on the December 2007 Distribution Date, the Investor Amount (after giving effect to all changes therein on such date) would be greater than zero, the Servicer, on 44 49 behalf of the Trustee, shall, within the 40-day period which begins on such Distribution Date, solicit bids for the sale of Principal Receivables and the related Finance Charge Receivables (or interests therein) in an amount equal to the Investor Amount and accrued and unpaid interest thereon at the close of business on the last day of the Monthly Period preceding the Series Termination Date (after giving effect to all distributions required to be made on the Series Termination Date, except pursuant to this Section 7.2; provided, however that in no event shall such amount exceed the Series Percentage of Receivables on the Series Termination Date). Such bids shall require that such sale shall (subject to Section 7.2(b)) occur on the Series Termination Date. The Seller and the Collateral Interest Holder shall be entitled to participate in, and to receive from the Trustee a copy of each other bid submitted in connection with, such bidding process. (b) The Servicer, on behalf of the Trustee, shall sell such Receivables (or interests therein) on the Series Termination Date to the bidder who made the highest cash purchase offer. The proceeds of any such sale shall be treated as Collections on the Receivables allocated to Series 2000-C pursuant to the Agreement and this Supplement; provided, however, that the Servicer shall determine conclusively the amount of such proceeds which are allocable to Finance Charge Receivables and the amount of such proceeds which are allocable to Principal Receivables. During the period from the December 2007 Distribution Date to the Series Termination Date, the Servicer shall continue to collect payments on the Receivables and allocate and deposit such collections in accordance with the provisions of the Agreement and the Supplements. ARTICLE VIII Final Distributions Section 8.1 Sale of Receivables or Certificateholders' Interest Pursuant to Section 2.06 or 10.01 of the Agreement. (a) Purchase Price. The amount to be paid with respect to Series 2000-C in connection with (i) a reassignment of Receivables to the Seller pursuant to Section 2.06 of the Agreement or (ii) a repurchase of the Certificateholders' Interest pursuant to Section 10.01 of the Agreement shall equal the Reassignment Amount for the first Distribution Date following the Monthly Period in which the reassignment obligation arises under the Agreement. (b) Distributions Pursuant to Section 7.1 or 7.2 of this Supplement and Section 10.01 of the Agreement. With respect to the Reassignment Amount deposited into the Collection Account pursuant to Section 7.1 or 8.1(a)(ii) or any amounts allocable to Series 2000-C deposited into the Collection Account pursuant to Section 7.2, the Trustee shall, not later than 3:00 p.m. New York City time, on the related Distribution Date, make deposits or distributions of the following amounts (in the priority set forth below and, in each case, after giving effect to any deposits and distributions otherwise to be made on such date) in immediately available funds: (i) (x) the Class A Investor Amount on such Distribution Date will be distributed to the Paying Agent for payment to the Class A Certificateholders and (y) an amount equal to the sum of (A) Class A Monthly Interest for such Distribution Date, (B) any Class A Monthly Interest previously due but not distributed to the Class A Certificateholders on a prior 45 50 Distribution Date and (C) the amount of Class A Additional Interest, if any, for such Distribution Date and any Class A Additional Interest previously due but not distributed to the Class A Certificateholders on any prior Distribution Date, will be distributed to the Paying Agent for payment to the Class A Certificateholders, (ii) (x) the Class B Investor Amount on such Distribution Date will be distributed to the Paying Agent for payment to the Class B Certificateholders and (y) an amount equal to the sum of (A) Class B Monthly Interest for such Distribution Date, (B) any Class B Monthly Interest previously due but not distributed to the Class B Certificateholders on a prior Distribution Date and (C) the amount of Class B Additional Interest, if any, for such Distribution Date and any Class B Additional Interest previously due but not distributed to the Class B Certificateholders on any prior Distribution Date, will be distributed to the Paying Agent for payment to the Class B Certificateholders and (iii) all remaining amounts will be distributed to the Collateral Interest Holder. (c) Distributions Pursuant to Section 2.06 of the Agreement. With respect to any amounts deposited into the Collection Account pursuant to subsection 8.1(a)(i), the Trustee shall, not later than 3:00 p.m., New York City time, on the related Distribution Date, deposit the principal portion of such amounts that are allocable to the Class A Certificates and the Class B Certificates into the Collection Account and the principal portion of such amounts allocable to the Collateral Interest shall be distributed to the Collateral Interest Holder. (d) Notwithstanding anything to the contrary in this Supplement or the Agreement, all amounts distributed to the Paying Agent pursuant to Section 8.1(b) for payment to the Series 2000-C Certificateholders shall be deemed distributed in full to the Series 2000-C Certificateholders on the date on which such funds are distributed to the Paying Agent pursuant to this Section and shall be deemed to be a final distribution pursuant to Section 12.02 of the Agreement. Section 8.2 Distribution of Proceeds of Sale, Disposition or Liquidation of the Receivables Pursuant to Section 9.02 of the Agreement. (a) Not later than 12:00 noon, New York City time, on the Distribution Date following the date on which the Insolvency Proceeds are deposited into the Collection Account pursuant to Section 9.02(b) of the Agreement, the Trustee shall (in the following priority and, in each case, after giving effect to any deposits and distributions otherwise to be made on such Distribution Date) (i) deduct an amount equal to the Class A Investor Amount on such Distribution Date from the portion of the Insolvency Proceeds allocated to Collections of Principal Receivables and distribute such amount to the Paying Agent for payment to the Class A Certificateholders, provided that the amount of such distribution shall not exceed the product of (x) the portion of the Insolvency Proceeds allocated to Collections of Principal Receivables and (y) the Principal Allocation Percentage with respect to the related Monthly Period, (ii) deduct an amount equal to the Class Investor Amount on such Distribution Date from the portion of the Insolvency Proceeds allocated to Collections of Principal Receivables and distribute such amount to the Paying Agent for payment to the Class B Certificateholders, provided that the amount of such distribution shall not exceed (x) the product of (A) the portion of such Insolvency Proceeds allocated to Collections of Principal Receivables and (B) the Principal Allocation Percentage with respect to the related Monthly Period minus (y) the amount 46 51 distributed to the Paying Agent pursuant to clause (i) of this sentence and (iii) distribute the remaining amount of the Insolvency Proceeds to the Collateral Interest Holder. (b) Not later than 12:00 noon, New York City time, on such Distribution Date, the Trustee shall (in the following priority and, in each case, after giving effect to any deposits and distributions otherwise to be made on such Distribution Date) (i) deduct an amount equal to the sum of (w) Class A Monthly Interest for such Distribution Date, (x) any Class A Monthly Interest previously due but not distributed to the Class A Certificateholders on a prior Distribution Date and (y) the amount of Class A Additional Interest, if any, for such Distribution Date and any Class A Additional Interest previously due but not distributed to the Class A Certificateholders on a prior Distribution Date from the portion of the Insolvency Proceeds allocated to Collections of Finance Charge Receivables and distribute such amount to the Paying Agent for payment to the Class A Certificateholders, provided that the amount of such distribution shall not exceed the product of (x) the portion of the Insolvency Proceeds allocated to Collections of Finance Charge Receivables, (y) the Floating Allocation Percentage with respect to the related Monthly Period and (z) the Class A Floating Percentage with respect to such Monthly Period and (ii) deduct an amount equal to the sum of (w) Class B Monthly Interest for such Distribution Date, (x) Class B Monthly Interest previously due but not distributed to the Class B Certificateholders and (y) the amount of Class B Additional Interest, if any, for such Distribution Date and any Class B Additional Interest previously due but not distributed to the Class B Certificateholders on a prior Distribution Date from the portion of the Insolvency Proceeds allocated to Collections of Finance Charge Receivables and distribute such amount to the Paying Agent for payment to the Class B Certificateholders, provided that the amount of such distribution shall not exceed the product of (x) the portion of the Insolvency Proceeds allocated to Collections of Finance Charge Receivables, (y) the Floating Allocation Percentage with respect to the related Monthly Period and (z) the Class B Floating Percentage with respect to such Monthly Period. To the extent that the product of (A) the portion of the Insolvency Proceeds allocated to Collections of Finance Charge Receivables and (B) the Floating Allocation Percentage with respect to the related Monthly Period exceeds the aggregate amount distributed to the Paying Agent pursuant to the preceding sentence, the excess shall be distributed to the Collateral Interest Holder. (c) Notwithstanding anything to the contrary in this Supplement or the Agreement, all amounts distributed to the Paying Agent pursuant to this Section for payment to the Series 2000-C Certificateholders shall be distributed in full to the Series 2000-C Certificateholders on the date on which funds are distributed to the Paying Agent pursuant to this Section and shall be deemed to be a final distribution pursuant to Section 12.02 of the Agreement. Section 8.3 Instructions Pursuant to Section 9.02(a) of the Agreement. The Holders of Investor Certificates of Series 2000-C evidencing more than 50% of the Investor Amount of each Class (including the Collateral Interest) shall not be considered as having disapproved of any liquidation of the Receivables and to continue transferring Principal Receivables to the Trust pursuant to Section 9.02(a) of the Agreement unless Holders of more than 50% of the Investor Amount of each of the Class A Certificates, the Class B Certificates and the Collateral Interest instruct the Trustee to such effect in the manner required pursuant to Section 9.02(a) of the Agreement. 47 52 ARTICLE IX Certificates Section 9.1 Book-Entry Certificates. The Class A Certificates and the Class B Certificates shall be delivered as Book-Entry Certificates. The Clearing Agency for the Class A Certificates and the Class B Certificates shall be The Depository Trust Company, and the Class A Certificates and the Class B Certificates shall be initially registered in the name of Cede & Co., its nominee. ARTICLE X Miscellaneous Provisions Section 10.1. Certain Matters Regarding the Collateral Interest Holder. Amounts payable to the Collateral Interest Holder hereunder shall be applied in accordance with the provisions of the Transfer Agreement. Section 10.2 Ratification of Agreement. As supplemented by this Supplement, the Agreement is in all respects ratified and confirmed and the Agreement as so supplemented by this Supplement shall be read, taken and construed as one and the same instrument. Section 10.3 Counterparts. This Supplement 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 10.4 Governing Law. THIS SUPPLEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING THE UCC AS IN EFFECT IN 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 10.5 Notices. All directions, notices and instructions to the Trustee shall be in writing (which may be facsimile). Section 10.6 Amendments. This Supplement may be amended by the Seller without the consent of the Servicer, the Trustee or any Investor Certificateholder if the Seller provides the Trustee with (i) an Opinion of Counsel to the effect that such amendment or modification would reduce the risk that the Trust would be treated as taxable as a publicly traded partnership pursuant to Code section 7704 and (ii) an Officer's Certificate that such amendment or modification would not materially and adversely affect any Investor Certificateholder, provided that no such amendment shall be deemed effective without (i) the Trustee's consent, if the Trustee's rights, duties and obligations hereunder are thereby modified and (ii) the Trustee having obtained written assurance that such amendment or modification will not, by itself, lower the current ratings on the Series 2000-C Certificates. The Seller shall provide the Rating Agencies with prior written notice of any such amendment or modification. 48 53 Section 10.7. Uncertificated Securities. The Collateral Interest shall be delivered in uncertificated form. Section 10.8. Transfers of the Collateral Interest. (a) Unless otherwise consented to by the Seller, no portion of the Collateral Interest or any interest therein may be sold, conveyed, assigned, hypothecated, pledged, participated, exchanged or otherwise transferred (each, a "Transfer") except in accordance with this Section 10.8 and only to a Permitted Assignee. Any attempted or purported transfer, assignment, exchange, conveyance, pledge, hypothecation or grant other than to a Permitted Assignee shall be void. Unless otherwise consented to by the Seller, no portion of the Collateral Interest or any interest therein may be Transferred to any Person (each such Person acquiring the Collateral Interest or any interest therein, an "Assignee") unless such Assignee shall have executed and delivered to the Seller on or before the effective date of any Transfer a letter substantially in the form attached hereto as Exhibit D (an "Investment Letter"), executed by such Assignee, with respect to the related Transfer to such Assignee of all or a portion of the Collateral Interest. (b) Each Assignee will certify that the Collateral Interest or the interest therein purchased by such Assignee will be acquired for investment only and not with a view to any public distribution thereof, and that such Assignee will not offer to sell or otherwise dispose of the Collateral Interest or any interest therein so acquired by it in violation of any of the registration requirements of the Securities Act, or any applicable state or other securities laws. Each Assignee will acknowledge and agree that (i) it has no right to require the Seller to register under the Securities Act or any other securities law the Collateral Interest or the interest therein to be acquired by the Assignee and (ii) the sale of the Collateral Interest is not being made by means of the prospectus prepared in connection with the sale of the Series 2000-C Certificates. Each Assignee will agree with the Seller that: (a) such Assignee will deliver to the Seller on or before the effective date of any Transfer a letter in the form annexed hereto as Exhibit E (an "Investment Letter"), executed by such Assignee with respect to the purchase by such Assignee of all or a portion of the Collateral Interest and (b) all of the statements made by such Assignee in its Investment Letter shall be true and correct as of the date made. (c) No portion of the Collateral Interest or any interest therein may be Transferred, and each Assignee will certify that it is not, (a) an "employee benefit plan" (as defined in Section 3(3) of ERISA), including governmental plans and church plans, (b) any "plan" (as defined in Section 4975(e)(1) of the Code) including individual retirement accounts and Keogh plans, or (c) any other entity whose underlying assets include "plan assets" (within the meaning of Department of Labor Regulation Section 2510.3-101, 29 C.F.R. Section 2510.3-101 or otherwise under ERISA) by reason of a plan's investment in the entity, including, without limitation, an insurance company general account. 49 54 IN WITNESS WHEREOF, the undersigned have caused this Supplement 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, Seller and Servicer, By: /s/ Jeffrey A. Lipson ------------------------- Name: Jeffrey A. Lipson Title: Vice President BANKERS TRUST COMPANY, Trustee By: /s/ Peter Becker ------------------------- Name: Peter Becker Title: Assistant Vice President [Signature Page for Series 2000-C Supplement] 55 EXHIBIT A-1 TO SUPPLEMENT REGISTERED FLEET CREDIT CARD MASTER TRUST II CLASS A 7.02% ASSET BACKED CERTIFICATE, SERIES 2000-C Unless this Class A Certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the Issuer or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. Evidencing an undivided interest in a trust, the corpus of which consists of receivables generated from time to time in the ordinary course of business in a portfolio of revolving consumer credit card accounts owned by Fleet Bank (RI), National Association (the "Bank") as successor in interest to Advanta National Bank (formerly known as Advanta National Bank USA and prior to that known as Colonial National Bank USA and successor in interest to the former Advanta National Bank) or any Additional Seller. - -------------------------------------------------------------------------------- No. CUSIP NO. ----- ----------------- $ ----------------- (Not an interest in or obligation of Fleet Bank (RI), National Association or any affiliate thereof, except to the limited extent described herein.) This certifies that CEDE & CO. (the "Investor Certificateholder") is the registered owner of an undivided interest in certain assets of a trust (the "Trust"), created pursuant to the Amended and Restated Pooling and Servicing Agreement, dated as of December 1, 1993 (as amended and restated as of May 23, 1994, and as amended by Amendment Number 1, dated as of July 1, 1994, as further amended by Amendment Number 2, dated as of October 6, 1995, as further amended by Amendment Number 3, dated as of February 20, 1998, and as further amended by Amendment Number 4, dated as of May 14, 1999, and as assigned by Advanta National Bank to the Bank pursuant to an Assignment and Assumption Agreement, dated as of February 20, 1998, among Advanta National Bank, the Bank, Fleet Credit Card, LLC, and Bankers Trust Company, as trustee, the "Amended and Restated Pooling and Servicing 56 Agreement") between the Bank, as seller (in such capacity together with its predecessors as sellers during such period as any such predecessors were sellers, the "Seller") and servicer (in such capacity, the "Servicer"), and Bankers Trust Company, as trustee (the "Trustee"), as supplemented by the Series 2000-C Supplement, dated as of August 25, 2000, by and between the Bank, as Seller and Servicer, and the Trustee. The Amended and Restated Pooling and Servicing Agreement, the Series 2000-C Supplement and any amendments, exhibits and schedules thereto are collectively referred to herein as the "Agreement." The corpus of the Trust consists of (i) a portfolio of receivables (the "Receivables") arising under selected VISA and MasterCard* consumer credit card accounts or other revolving consumer credit accounts (the "Accounts") in portfolios of revolving consumer credit accounts owned by any of the Bank or any Additional Seller, (ii) all monies due or to become due in payment of the Receivables, all proceeds of the Receivables (other than investment earnings related to such proceeds), (iii) the right to receive certain Interchange attributed to cardholder charges for merchandise and services in the Accounts, (iv) certain amounts recovered from Accounts in which the Receivables have been written off as uncollectible, (v) proceeds of credit insurance policies relating to the Receivables and (vi) all monies on deposit in certain bank accounts of the Trust and the benefits of any type of enhancement ("Series Enhancement") issued with respect to any Series (the drawing on or payment of such Series Enhancement being available only to Certificateholders of a specified Series or Class unless otherwise indicated in the related Supplement). The Trust assets may also include participations (including 100% participations) representing undivided interests in a pool of assets primarily consisting of revolving credit card receivables or consumer loan receivables (secured and unsecured), and any interests in both such types of receivables, including securities representing or backed by both such types of receivables, and other self-liquidating financial assets owned by the Seller or any affiliate of the Seller and collections thereon. The Seller conveyed to the Trust all Receivables existing under certain designated Accounts at the time of the formation of the Trust and all Receivables arising under such Accounts from time to time thereafter. In addition, the Seller has conveyed and the Seller may convey in the future all Receivables existing under certain designated Additional Accounts (including Automatic Additional Accounts) and all Receivables thereafter arising in such Additional Accounts. Although a summary of certain provisions of the Agreement is set forth below, this Class A Certificate does not purport to summarize the Agreement, such summary is qualified in its entirety by the terms and provisions of the Agreement and reference is made to the Agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee. A copy of the Agreement may be obtained from the Trustee by writing to the Trustee at Four Albany Street, New York, New York 10006, Attention: Corporate Trust and Agency Group/Structured Finance Group. To the extent not defined herein, the capitalized terms used herein have the meanings ascribed to them in the Agreement. * VISA and MasterCard are registered trademarks of VISA USA, Inc., and MasterCard International, respectively. A-1-2 57 This Class A Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement to which the Holder of this Class A Certificate by virtue of the acceptance hereof assents and is bound. It is the intent of the Seller and the Class A Certificateholders that, for federal income taxes, state and local income and franchise taxes and any other taxes imposed on or measured by income, the Class A Certificates will be treated as indebtedness secured by the Receivables. The Servicer, by entering into the Agreement, and the Seller, the Holder of the Bank Certificate, each Holder of a Class A Certificate and each Holder of a Class B Certificate, by acceptance of its Certificate, agrees to treat the Series 2000-C Certificates for purposes of federal income taxes, state and local income and franchise taxes, and any other taxes imposed on or measured by income, as indebtedness of the Seller. Subject to the terms of the Agreement, payments of principal of the Class A Certificates are limited to the unpaid Class A Investor Amount, which may be less than the unpaid principal balance of the Class A Certificates, pursuant to the terms of the Agreement. All principal of and interest on the Class A Certificates is scheduled to be paid by the August 2005 Distribution Date but may be paid earlier. Subject to prior termination as provided in the Agreement, the interest of the Series 2000-C Certificateholders in the Trust will terminate following the earliest of (i) the date on which the Investor Amount is paid in full, (ii) the February 2008 Distribution Date and (iii) the termination of the Trust pursuant to Section 12.01 of the Agreement. The Receivables consist of Principal Receivables which arise generally from the purchase of goods and services and cash advances and in respect of Periodic Finance Charges, Overlimit Fees, Late Fees, annual membership fees and annual service charges, if any, Cash Advance Fees, transaction charges and all other fees and charges with respect to the Accounts designated by the Seller to be included in Finance Charge Receivables. This Certificate is one of a series of Certificates entitled "Fleet Credit Card Master Trust II, Class A 7.02% Asset Backed Certificates, Series 2000-C" (the "Class A Certificates"), each of which represents a fractional undivided interest in certain assets of the Trust. The Trust's assets are allocated in part to the Holders of the Class A Certificates, in part to the Holders of the Class B Certificates, in part to the Collateral Interest Holder, in part to the Holders of Investor Certificates of all other Series and in part to the Seller as Holder of the Bank Certificate and the Holders of any Supplemental Certificates outstanding from time to time. The Bank Certificate and the Holders of any outstanding Supplemental Certificates represent the Sellers' Interest in the Trust. The Bank Certificate and any outstanding Supplemental Certificates represent the interest in the Principal Receivables not represented by the Investor Certificates. The aggregate interest represented by the Series 2000-C Certificates and the Collateral Interest at any time in the Principal Receivables in the Trust shall not exceed an amount equal to the Principal Allocation Percentage thereof (as set forth in the Agreement) at such time. The Initial Invested Amount is $650,000,000. The Invested Amount for any date will equal the sum of the Class A Invested Amount, the Class B Invested Amount and the Collateral Invested Amount. The Class A Initial Invested Amount is $529,750,000. The Class A Invested Amount for any date of determination will be an amount equal to (a) the Class A Initial Invested A-1-3 58 Amount, minus (b) the aggregate amount of principal payments made to the Class A Certificateholders on or prior to such date, minus (c) the excess, if any, of the aggregate amount of Class A Investor Charge-Offs for all prior Distribution Dates over the aggregate amount of Class A Investor Charge-Offs reimbursed prior to such date, minus (d) the Principal Funding Account Balance (but not in excess of the Class A Initial Invested Amount) on such date. Interest will be distributed monthly on the 15th day of each calendar month or, if such 15th day is not a Business Day, payment will be made on the next succeeding Business Day (each, a "Distribution Date"), commencing October 16, 2000, in an amount equal to one-twelfth of the product of (i) the Class A Certificate Rate, and (ii) the outstanding principal amount of the Class A Certificates as of the close of business on the preceding Record Date; provided, however, with respect to the October 2000 Distribution Date, the amount of interest distributed on the Class A Certificates will be $5,165,062.50. The Class A Certificates will bear interest for each Interest Period at the rate of 7.02% per annum (the "Class A Certificate Rate"). On each Distribution Date with respect to the Accumulation Period, an amount equal to the least of (a) Available Investor Principal Collections on deposit in the Collection Account with respect to such Distribution Date, (b) the Controlled Deposit Amount for such Distribution Date and (c) the Class A Invested Amount on such Distribution Date, will be deposited in the Principal Funding Account for payment to the Class A Certificateholders on the earlier to occur of the Class A Expected Final Distribution Date or the first Distribution Date with respect to the Rapid Amortization Period. On each Distribution Date during the Rapid Accumulation Period until the full amount of the Class A Investor Amount is on deposit in the Principal Funding Account or until the Rapid Amortization Period begins, the Class A Certificateholder will be entitled to have Available Investor Principal Collections in an amount up to the Class A Invested Amount deposited into the Principal Funding Account for payment to the Class A Certificateholder on the earlier to occur of the Class A Expected Final Distribution Date or the first Distribution Date with respect to the Rapid Amortization Period. On each Distribution Date during the Rapid Amortization Period until the Class A Investor Amount has been paid in full or the Series Termination Date occurs, the Class A Certificateholders will be entitled to receive Available Investor Principal Collections in an amount up to the Class A Investor Amount. On any Distribution Date occurring on or after the Investor Amount is reduced to 5% or less of the Initial Invested Amount during the Revolving Period the Seller will have the option (to be exercised in its sole discretion) to repurchase the Certificates. This Class A Certificate does not represent an obligation of, or an interest in, FleetBoston Financial Corporation, the Bank, any Additional Seller, the Servicer or any Affiliate of any of them. None of the Class A Certificates, the Accounts nor the Receivables are deposits or insured or guaranteed by the Federal Deposit Insurance Corporation or any other A-1-4 59 governmental agency. This Class A Certificate is limited in right of payment to certain Collections with respect to the Receivables (and certain other amounts), all as more specifically set forth herein and in the Agreement. The Agreement may be amended under certain circumstances by the Servicer, the Seller and the Trustee, without Certificateholder consent, provided that (i) the Seller shall have delivered to the Trustee an Officer's Certificate to the effect that the Seller reasonably believes that such amendment will not result in the occurrence of a Pay Out Event or materially adversely affect the amount or timing of distributions to be made to the Investor Certificateholders of any Series or Class and (ii) written confirmation from each Rating Agency that such amendment will not result in a reduction or withdrawal of the rating of the Series 2000-C Certificates or the rating of any other outstanding Series or Class with respect to which it is a Rating Agency. The Agreement may be amended by the Servicer, the Seller and the Trustee, with the consent of the Holders of Investor Certificates evidencing not less than 66-2/3% of the aggregate Investor Amount of the Investor Certificates of all adversely affected Series, for the purpose of adding any provisions to, changing in any manner or eliminating any of the provisions of the Agreement or of modifying in any manner the rights of Investor Certificateholders of any Series then issued and outstanding; provided, however, that no such amendment shall (a) reduce in any manner the amount of, or delay the timing of, distributions to Investor Certificateholders or deposits of amounts to be so distributed or the amount available under any Series Enhancement without the consent to any such amendment of each affected Certificateholder, (b) change the definition of or the manner of calculating the interest of any Investor Certificateholder without the consent of each affected Investor Certificateholder, (c) reduce the aforesaid percentage required to consent to any such amendment without the consent of each Investor Certificateholder or (d) adversely affect the rating of any Series or Class by each Rating Agency without the consent of the Holders of Investor Certificates of such Series or Class evidencing not less than 66-2/3% of the aggregate Investor Amount of the Investor Certificates of such Series or Class. The Class A Certificates are issuable only in denominations of $1,000 and integral multiples of $1,000 in excess thereof. The transfer of this Class A Certificate shall be registered in the Certificate Register upon surrender of this Class A Certificate for registration of transfer at any office or agency maintained by the Transfer Agent and Registrar accompanied by a written instrument of transfer, in a form satisfactory to the Trustee and the Transfer Agent and Registrar, duly executed by the Holder or his attorney and duly authorized in writing, and thereupon one or more new Class A Certificates of authorized denominations and for the same aggregate fractional undivided interest will be issued to the designated transferee or transferees. As provided in the Agreement and subject to certain limitations therein set forth, this Class A Certificate is exchangeable for a new Class A Certificate evidencing a like aggregate fractional undivided interest, as requested by the Holder surrendering this Class A Certificate. No service charge may be imposed for any such exchange, but the Transfer Agent and Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. A-1-5 60 Prior to due presentation of this Class A Certificate for registration of transfer, the Transfer Agent and Registrar, the Paying Agent and the Trustee and any agent of any of them may treat the person in whose name this Class A Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the Paying Agent or the Transfer Agent and Registrar nor any agent of any of them shall be affected by notice to the contrary except in certain circumstances described in the Agreement. This Class A Certificate shall be construed in accordance with and governed by the laws of the State of New York, without reference to its conflict of law provisions. Unless the certificate of authentication hereon has been executed by or on behalf of the Trustee, by manual signature, or by an authenticating agent appointed by the Trustee, this Class A Certificate shall not be entitled to any benefit under the Agreement, or be valid for any purpose. A-1-6 61 IN WITNESS WHEREOF, the Seller has caused this Class A Certificate to be duly executed. FLEET BANK (RI), NATIONAL ASSOCIATION By:______________________________ Vice President This is one of the Class A Certificates referred to in the within-mentioned Agreement. BANKERS TRUST COMPANY, as Trustee, By:______________________________ Authorized Officer Dated: _____________ A-1-7 62 ---------- ASSIGNMENT ---------- PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE(S) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto __________________________ : : : : : : __________________________ _____________________________ (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE) ____________________ the within certificate and all rights thereunder, and hereby irrevocably constitutes and appoints ____________________ Attorney, with full power of substitution in the premises, to transfer said certificate on the books kept for registration thereof. Dated: ________________________ ______________________________ Note: The signature(s) to this Assignment must correspond with the name(s) as written on the face of the within certificate in every particular, without alteration or enlargement or any change whatever. (1) An assignee which is not a United States Person as defined in the Internal Revenue Code of 1986, as amended (the "Code") must certify to the Transfer Agent and Registrar in writing as to such status and such further information as may be required under the Code or reasonably requested by the Transfer Agent and Registrar. A-1-8 63 EXHIBIT A-2 TO SUPPLEMENT REGISTERED FLEET CREDIT CARD MASTER TRUST II CLASS B FLOATING RATE ASSET BACKED CERTIFICATE, SERIES 2000-C THIS CLASS B CERTIFICATE MAY NOT BE ACQUIRED BY OR FOR THE ACCOUNT OF A BENEFIT PLAN. Unless this Class B Certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the Issuer or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. Evidencing an undivided interest in a trust, the corpus of which consists of receivables generated from time to time in the ordinary course of business in a portfolio of revolving consumer credit card accounts owned by Fleet Bank (RI), National Association (the "Bank") as successor in interest to Advanta National Bank (formerly known as Advanta National Bank USA and prior to that known as Colonial National Bank USA and successor in interest to the former Advanta National Bank) or any Additional Seller. No. ___ CUSIP NO. __________________ $__________________ (Not an interest in or obligation of Fleet Bank (RI), National Association, or any affiliate thereof, except to the limited extent described herein.) This certifies that CEDE & CO. (the "Investor Certificateholder") is the registered owner of an undivided interest in certain assets of a trust (the "Trust"), created pursuant to the Amended and Restated Pooling and Servicing Agreement, dated as of December 1, 1993 (as amended and restated on May 23, 1994, and as amended by Amendment Number 1, dated as of July 1, 1994, as further amended by Amendment Number 2, dated as of October 6, 1995, as further amended by Amendment Number 3, dated as of February 20, 1998, and as further amended by Amendment Number 4, dated as of May 14, 1999, and as assigned by Advanta National Bank to the Bank pursuant to an Assignment and Assumption Agreement, dated as of February 20, 1998, 64 among Advanta National Bank, the Bank, Fleet Credit Card, LLC, and Bankers Trust Company, as trustee, the "Amended and Restated Pooling and Servicing Agreement") between the Bank, as seller (in such capacity, together with its predecessor as sellers during such period as any such predecessors were sellers, the "Seller") and servicer (in such capacity, the "Servicer") and Bankers Trust Company, as trustee (the "Trustee"), as supplemented by the Series 2000-C Supplement, dated as of August 25, 2000, by and between the Bank, as Seller and Servicer, and the Trustee. The Amended and Restated Pooling and Servicing Agreement, the Series 2000-C Supplement and any amendments, exhibits and schedules thereto are collectively referred to herein as the "Agreement." The corpus of the Trust consists of (i) a portfolio of receivables (the "Receivables") arising under selected VISA and MasterCard* consumer credit card accounts or other revolving consumer credit accounts (the "Accounts") in portfolios of revolving consumer credit accounts owned by any of the Bank or any Additional Seller, (ii) all monies due or to become due in payment of the Receivables, all proceeds of the Receivables (other than investment earnings related to such proceeds), (iii) the right to receive certain Interchange attributed to cardholder charges for merchandise and services in the Accounts, (iv) certain amounts recovered from Accounts in which the Receivables have been written off as uncollectible, (v) proceeds of credit insurance policies relating to the Receivables and (vi) all monies on deposit in certain bank accounts of the Trust and the benefits of any type of enhancement ("Series Enhancement") issued with respect to any Series (the drawing on or payment of such Series Enhancement being available only to Certificateholders of a specified Series or Class unless otherwise indicated in the related Supplement). The Trust assets may also include participations (including 100% participations) representing undivided interests in a pool of assets primarily consisting of revolving credit card receivables or consumer loan receivables (secured and unsecured), and any interests in both such types of receivables, including securities representing or backed by both such types of receivables, and other self-liquidating financial assets owned by the Seller or any affiliate of the Seller and collections thereon. The Seller, conveyed to the Trust all Receivables existing under certain designated Accounts at the time of the formation of the Trust and all Receivables arising under such Accounts from time to time thereafter. In addition, the Seller has conveyed and the Seller may convey in the future all Receivables existing under certain designated Additional Accounts (including Automatic Additional Accounts) and all Receivables thereafter arising in such Additional Accounts. Although a summary of certain provisions of the Agreement is set forth below, this Class B Certificate does not purport to summarize the Agreement, such summary is qualified in its entirety by the terms and provisions of the Agreement and reference is made to the Agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee. A copy of the Agreement may be obtained from the Trustee by writing to the Trustee at Four Albany Street, New York, New York 10006, Attention: Corporate Trust and Agency Group/Structured Finance Group. To the extent not defined herein, the capitalized terms used herein have the meanings ascribed to them in the Agreement. * VISA and MasterCard are registered trademarks of VISA USA, Inc., and MasterCard International, respectively. A-2-2 65 This Class B Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement to which the Holder of this Class B Certificate by virtue of the acceptance hereof assents and is bound. It is the intent of the Seller and the Class B Certificateholders that, for federal income taxes, state and local income and franchise taxes and any other taxes imposed on or measured by income, the Class B Certificates will be treated as indebtedness secured by the Receivables. The Servicer, by entering into the Agreement, and the Seller, the Holder of the Bank Certificate, each Holder of a Class B Certificate, and each Holder of a Class A Certificate, by acceptance of its Certificate, agrees to treat the Series 2000-C Certificates for purposes of federal income taxes, state and local income and franchise taxes, and any other taxes imposed on or measured by income, as indebtedness of the Seller. Subject to the terms of the Agreement, payments of principal of the Class B Certificates are limited to the unpaid Class B Investor Amount, which may be less than the unpaid principal balance of the Class B Certificates, pursuant to the terms of the Agreement. Principal payments on the Class B Certificates will not be made unless the Class A Certificates are paid in full or the full amount of the Class A Investor Amount is on deposit in the Principal Funding Account. All principal of and interest on the Class B Certificates is scheduled to be paid by the August 2005 Distribution Date, but may be paid earlier. Subject to prior termination as provided in the Agreement, the interest of the Series 2000-C Certificateholders in the Trust will terminate following the earliest of (i) the date on which the Investor Amount is paid in full and (ii) the February 2008 Distribution Date and (iii) the termination of the Trust pursuant to Section 12.01 of the Agreement. The Receivables consist of Principal Receivables which arise generally from the purchase of goods and services and cash advances and in respect of Periodic Finance Charges, Overlimit Fees, Late Fees, annual membership fees and annual service charges, if any, Cash Advance Fees, transaction charges and all other fees and charges with respect to the Accounts designated by the Seller to be included in Finance Charge Receivables. This Certificate is one of a series of Certificates entitled "Fleet Credit Card Master Trust II, Class B Floating Rate Asset Backed Certificates, Series 2000-C" (the "Class B Certificates"), each of which represents a fractional undivided interest in certain assets of the Trust. The Trust's assets are allocated in part to the Holders of the Class B Certificates and in part to the Holders of the Class A Certificates, in part to the Collateral Interest Holder, in part to the Holders of Investor Certificates of all other Series and in part to the Seller as Holder of the Bank Certificate and the Holders of any outstanding Supplemental Certificates outstanding from time to time. The Bank Certificate and any outstanding Supplemental Certificates represent the Sellers' Interest in the Trust. The Bank Certificate and any outstanding Supplemental Certificates represent the interest in the Principal Receivables not represented by the Investor Certificates. THE CLASS B CERTIFICATES ARE SUBORDINATED TO THE CLASS A CERTIFICATES TO THE EXTENT SET FORTH IN THE AGREEMENT. The aggregate interest represented by the Series 2000-C Certificates and the Collateral Interest at any time in the Principal Receivables in the Trust shall not exceed an A-2-3 66 amount equal to the Principal Allocation Percentage thereof (as set forth in the Agreement) at such time. The Initial Invested Amount is $650,000,000. The Invested Amount for any date will equal the sum of the Class A Invested Amount, the Class B Invested Amount and the Collateral Invested Amount. The Class B Initial Invested Amount is $48,750,000. The Class B Invested Amount for any date will be an amount equal to (a) the Class B Initial Invested Amount, minus (b) the aggregate amount of principal payments made to the Class B Certificateholders on or prior to such date, minus (c) the excess, if any, of the aggregate amount of Class B Investor Charge-Offs for all prior Distribution Dates over the aggregate amount of any reimbursement of Class B Investor Charge-Offs for all Distribution Dates preceding such date, minus (d) the amount of Reallocated Principal Collections allocated on all prior Distribution Dates, minus (e) an amount equal to the amount by which the Class B Invested Amount has been reduced pursuant to subsection 4.6(a) of the Agreement on all prior Distribution Dates, plus (f) the amount of Excess Spread and Excess Finance Charges allocated and available on all prior Distribution Dates for the purpose of reimbursing amounts deducted pursuant to the foregoing clauses (c), (d) and (e), and minus (g) the positive difference, if any, between the Principal Funding Account Balance and the Class A Investor Amount on such date; provided, however, that the Class B Invested Amount may not be reduced below zero. Interest will be distributed monthly on the 15th day of each calendar month or, if such 15th day is not a Business Day, payment will be made on the next succeeding Business Day (each, a "Distribution Date"), commencing October 16, 2000, in an amount equal to the product of (i) (a) a fraction, the numerator of which is the actual number of days in the related Interest Period and the denominator of which is 360, times (b) the Class B Certificate Rate, and (ii) the outstanding principal amount of the Class B Certificates as of the preceding Record Date (or, in the case of the first Distribution Date, as of the Closing Date). The Class B Certificates will bear interest for each Interest Period at the rate of 0.39% per annum above LIBOR determined as set forth below (the "Class B Certificate Rate"). The Trustee will determine LIBOR on August 23, 2000 for the period from the Closing Date through October 15, 2000 and for each Interest Period thereafter, on the second London Business Day prior to the Distribution Date on which such Interest Period commences (each, a "LIBOR Determination Date"). A "London Business Day" is any day on which dealings in deposits in United States dollars are transacted in the London interbank market. The Class B Certificate Rate applicable to the then current and the immediately preceding Interest Periods may be obtained by telephoning the Trustee at its Corporate Trust Office at (800) 735-7777. The determination of LIBOR will be made in accordance with the following provisions: (i) On each LIBOR Determination Date, the Trustee will determine LIBOR based on the rate for deposits in United States dollars for a period of the Designated Maturity which appears on Telerate Page 3750 as of 11:00 A.M. (London time) on such date. (ii) If such rate does not appear on Telerate Page 3750, the Trustee will determine LIBOR on the basis of quotations of the offered rates for deposits in United States dollars provided by the Reference Banks at approximately 11:00 A.M. (London time) on such A-2-4 67 LIBOR Determination Date to prime banks in the London interbank market for a period of the Designated Maturity. If at least two such quotations are provided, LIBOR will be the arithmetic mean of such quotations. (iii) If, on the LIBOR Determination Date, such rate does not appear on Telerate Page 3750 and only one or none of the Reference Banks provides such offered quotations, LIBOR will be the rate per annum that the Trustee determines to be the arithmetic mean of the offered quotations that three major banks in The City of New York selected by the Servicer are quoting at approximately 11:00 A.M. (New York City time) on that day for loans in United States dollars to leading European banks for a period of the Designated Maturity. "Designated Maturity" as used in the preceding provisions means, one month; provided, that LIBOR for the initial Interest Period will be determined by straight-line interpolation (based on the actual number of days in the initial Interest Period) between two rates determined in accordance with the definition of LIBOR, one of which will be determined for a Designated Maturity of one month and the other of which will be determined for a Designated Maturity of two months. On each Distribution Date with respect to the Accumulation Period an amount equal to the least of (a) Available Investor Principal Collections on deposit in the Collection Account with respect to such Distribution Date, (b) the Controlled Deposit Amount for such Distribution Date (minus the portion of such Controlled Deposit Amount for such Distribution Date applied to Class A Monthly Principal on such Distribution Date)) and (c) the Class B Invested Amount, will be deposited in the Principal Funding Account for payment to the Class B Certificateholders on the Class B Expected Final Distribution Date or the first Distribution Date with respect to the Rapid Amortization Period provided that no such amounts shall be paid to the Class B Certificates until the Class A Certificates are paid in full. On each Distribution Date during the Rapid Amortization Period (following the payment in full of the Class A Certificates) or the Rapid Accumulation Period (following the deposit of the full amount of the Class A Investor Amount into the Principal Funding Account) until the Class B Investor Amount has been paid in full or the Series Termination Date occurs, the Class B Certificateholders will be entitled to receive Available Investor Principal Collections (minus the portion of Available Investor Principal Collections applied to Class A Monthly Principal on such Distribution Date) in an amount up to the Class B Investor Amount. On any Distribution Date occurring on or after the Investor Amount is reduced to 5% or less of the Initial Invested Amount during the Revolving Period, the Seller will have the option (to be exercised in their sole discretion) to repurchase the Certificates. This Class B Certificate does not represent an obligation of, or an interest in, FleetBoston Financial Corporation, the Bank, any Additional Seller, the Servicer or any Affiliate of any of them. None of the Class B Certificates, the Accounts or the Receivables are deposits or insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency. This Class B Certificate is limited in right of payment to certain Collections respecting A-2-5 68 the Receivables (and certain other amounts), all as more specifically set forth herein and in the Agreement. The Agreement may be amended under certain circumstances by the Servicer, the Seller and the Trustee, without Certificateholder consent, provided that (i) the Seller shall have delivered to the Trustee an Officer's Certificate to the effect that the Seller reasonably believes that such amendment will not result in the occurrence of a Pay out Event or materially adversely affect the amount or timing of distributions to be made to the Investor Certificateholders of any Series or Class and (ii) written confirmation from each Rating Agency that such amendment will not result in a reduction or withdrawal of the rating of the Series 2000-C Certificates or the rating of any other outstanding Series or Class with respect to which it is a Rating Agency. The Agreement may be amended by the Servicer, the Seller and the Trustee, with the consent of the Holders of Investor Certificates evidencing not less than 66-2/3% of the aggregate Investor Amount of the Investor Certificates of all adversely affected Series, for the purpose of adding any provisions to, changing in any manner or eliminating any of the provisions of the Agreement or of modifying in any manner the rights of Investor Certificateholders of any Series then issued and outstanding; provided, however, that no such amendment shall (a) reduce in any manner the amount of, or delay the timing of, distributions to Investor Certificateholders or deposits of amounts to be so distributed or the amount available under any Series Enhancement without the consent to any such amendment of each affected Certificateholder, (b) change the definition of or the manner of calculating the interest of any Investor Certificateholder without the consent of each affected Investor Certificateholder, (c) reduce the aforesaid percentage required to consent to any such amendment without the consent of each Investor Certificateholder or (d) adversely affect the rating of any Series or Class by each Rating Agency without the consent of the Holders of Investor Certificates of such Series or Class evidencing not less than 66-2/3% of the aggregate Investor Amount of the Investor Certificates of such Series or Class. The Class B Certificates are issuable only in denominations of $1,000 and integral multiples of $1,000 in excess thereof. The transfer of this Class B Certificate shall be registered in the Certificate Register upon surrender of this Class B Certificate for registration of transfer at any office or agency maintained by the Transfer Agent and Registrar accompanied by a written instrument of transfer, in a form satisfactory to the Trustee and the Transfer Agent and Registrar, duly executed by the Holder or his attorney and duly authorized in writing, and thereupon one or more new Class B Certificates of authorized denominations and for the same aggregate fractional undivided interest will be issued to the designated transferee or transferees. As provided in the Agreement and subject to certain limitations therein set forth, this Class B Certificate is exchangeable for a new Class B Certificate evidencing a like aggregate fractional undivided interest, as requested by the Holder surrendering this Class B Certificate. No service charge may be imposed for any such exchange, but the Transfer Agent and Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. A-2-6 69 This Class B Certificate may not be acquired by or for the account of any benefit plan, trust or account, including an individual retirement account, that is subject to the Employee Retirement Income Security Act of 1974, as amended, or that is described in Section 4975(e)(1) of the Internal Revenue Code of 1986, as amended, or an entity whose underlying assets include plan assets by reason of a plan's investment in such entity (a "Benefit Plan"). By accepting and holding this Class B Certificate, the Holder hereof shall be deemed to have represented and warranted that it is not a Benefit Plan. By acquiring any interest in this Class B Certificate, the applicable Certificate Owner or Owners shall be deemed to have represented and warranted that it or they are not Benefit Plans. Prior to due presentation of this Class B Certificate for registration of transfer, the Transfer Agent and Registrar, the Paying Agent and the Trustee and any agent of any of them may treat the person in whose name this Class B Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the Paying Agent or the Transfer Agent and Registrar nor any agent of any of them shall be affected by notice to the contrary except in certain circumstances described in the Agreement. This Class B Certificate shall be construed in accordance with and governed by the laws of the State of New York, without reference to its conflict of law provisions. Unless the certificate of authentication hereon has been executed by or on behalf of the Trustee, by manual signature, or by an authenticating agent appointed by the Trustee, this Class B Certificate shall not be entitled to any benefit under the Agreement, or be valid for any purpose. A-2-7 70 IN WITNESS WHEREOF, the Seller has caused this Class B Certificate to be duly executed. FLEET BANK (RI), NATIONAL ASSOCIATION By:______________________________ Vice President This is one of the Class B Certificates referred to in the within-mentioned Agreement. BANKER TRUST COMPANY, as Trustee, By:______________________________ Authorized Officer Dated: A-2-8 71 ---------- ASSIGNMENT ---------- PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE(S) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto __________________________ : : : : : : __________________________ _____________________________ (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE) ____________________ the within certificate and all rights thereunder, and hereby irrevocably constitutes and appoints ____________________ Attorney, with full power of substitution in the premises, to transfer said certificate on the books kept for registration thereof. Dated: ________________________ ______________________________ Note: The signature(s) to this Assignment must correspond with the name(s) as written on the face of the within certificate in every particular, without alteration or enlargement or any change whatever. (1) An assignee which is not a United States Person as defined in the Internal Revenue Code of 1986, as amended (the "Code") must certify to the Transfer Agent and Registrar in writing as to such status and such further information as may be required under the Code or reasonably requested by the Transfer Agent and Registrar. A-2-9 72 EXHIBIT B TO SUPPLEMENT MONTHLY PAYMENT INSTRUCTIONS AND NOTIFICATION TO THE TRUSTEE FLEET BANK (RI), NATIONAL ASSOCIATION ------------------------------ FLEET CREDIT CARD MASTER TRUST II Series 2000-C ------------------------------ The undersigned, a duly authorized representative of Fleet Bank (RI), National Association, (the "Bank"), as successor in interest to Advanta National Bank (formerly known as Advanta National Bank USA and prior to that known as Colonial National Bank USA and successor in interest to the former Advanta National Bank), as Seller and Servicer pursuant to the Amended and Restated Pooling and Servicing Agreement dated as of December 1, 1993, (as amended and restated on May 23, 1994, and as amended by Amendment Number 1, dated as of July 1, 1994, as further amended by Amendment Number 2, dated as of October 6, 1995, as further amended by Amendment Number 3, dated as of February 20, 1998, and as further amended by Amendment Number 4, dated May 14, 1999, and as assigned by Advanta National Bank to the Bank pursuant to an Assignment and Assumption Agreement, dated as of February 20, 1998, among Advanta National Bank, the Bank, Fleet Credit Card, LLC, and Bankers Trust Company, as trustee, the "Amended and Restated Pooling and Servicing Agreement") between the Bank, as seller (in such capacity, together with its predecessors as sellers during such period as any such predecessors were sellers, the "Seller") and servicer (in such capacity, the "Servicer") and Bankers Trust Company, as trustee (the "Trustee"), as supplemented by the Series 2000-C Supplement, dated as of August 25, 2000, by and between the Bank, as Seller and Servicer, and the Trustee does hereby certify as follows: A) Capitalized terms used in this Certificate have their respective meanings set forth in the Agreement. References herein to certain sections are references to the respective sections of the Agreement. B) The Bank is Servicer under the Agreement. C) The undersigned is a Servicing Officer. D) The date of this notice is a Determination Date under the Agreement. 73 1. APPLICATION OF CLASS A AVAILABLE FUNDS, CLASS B AVAILABLE FUNDS, COLLATERAL AVAILABLE FUNDS AND AVAILABLE INVESTOR PRINCIPAL COLLECTIONS. Pursuant to the Supplement, the Servicer does hereby instruct the Trustee (i) to make the following withdrawals from the Collection Account with respect to the Distribution Date and (ii) to apply the proceeds of such withdrawals in accordance with referenced Sections of the Supplement: A) Class A Available Funds (Section 4.5(a)): (1) Class A Monthly Interest........... $__________ (2) Overdue Class A Monthly Interest... $__________ (3) Class A Additional Interest........ $__________ (4) Net Swap Payment................... $__________ (5) Overdue Net Swap Payments.......... $__________ (6) Class A Servicing Fee.............. $__________ (7) Overdue Class A Servicing Fee...... $__________ (8) Class A Investor Default Amount (to be treated as Available Investor Principal Collections).... $__________ (9) Excess Spread...................... $__________ B) Class B Available Funds (Section 4.5(b)): (1) Class B Monthly Interest........... $__________ (2) Overdue Class B Monthly Interest... $__________ (3) Class B Additional Interest........ $__________ (4) Class B Servicing Fee.............. $__________ (5) Overdue Class B Servicing Fee...... $__________ (6) Excess Spread...................... $__________ C) Collateral Available Funds (Section 4.5(c)) (1) If the Bank or Trustee is not the Servicer, Collateral Servicing Fee, if any........................ $__________ (2) Overdue Collateral Servicing Fee, if any............................. $__________ (3) Excess Spread...................... $__________
B-2 74 D) Available Investor Principal Collections (Sections 4.5(d) and (e)): (1) Class A Monthly Principal.......... $__________ (2) Class B Monthly Principal.......... $__________ (3) Collateral Monthly Principal....... $__________ (4) Shared Principal Collections (available for other Series in Group One or the Holders of the Seller Certificates)............... $__________ E) Excess Spread (Section 4.7): (1) Class A Required Amount, if any.... $__________ (2) Class A Investor Charge-Offs (to be treated as Available Investor Principal Collections)............. $__________ (3) Portion of Class B Required Amount, if any..................... $__________ (4) Class B Investor Default Amount (to be treated as Available Investor Principal Collections).... $__________ (5) Reimbursement of prior reductions in Class B Invested Amount (to be treated as Available Investor Principal Collections)............. $__________ (6) Collateral Minimum Monthly Interest, Overdue Collateral Minimum Monthly Interest and Collateral Additional Interest..... $__________ (7) Any Collateral Servicing Fee and any unpaid Collateral Servicing Fee................................ $__________ (8) Collateral Default Amount (to be treated as Available Investor Principal Collections)............. $__________ (9) Reimbursement of prior reductions in Collateral Invested Amount (to be treated as Available Investor Principal Collections)............. $__________ (10) Excess of Required Reserve Account Amount over the amount on deposit in Reserve Account................. $__________ (11) Amounts due to Collateral Interest Holder............................. $__________
B-3 75 F) Reallocated Principal Collections (Section 4.8): (1) Payable in respect of Class A Required Amount.................... $__________ (2) Payable in respect of Class B Required Amount.................... $__________ (3) Balance (to be treated as Available Investor Principal Collections).... $__________ G) Excess Finance Charges (Section 4.9): (1) Finance Charge Shortfall for Series 2000-C...................... $__________ (2) Excess Finance Charges from other Series in Group One allocated to Series 2000-C...................... $__________ H) Shared Principal Collections (Section 4.10): (1) Principal Shortfall for Series 2000-C............................. $__________ (2) Shared Principal Collections from other Series in Group One allocated to Series 2000-C................... $__________ $__________ I) Distributions to Holders of Class A Certificates, to the Swap Counterparty, Holders of the Class B Certificates and Collateral Interest (Sections 4.5 and 5.1) (1) Interest Distributable to Holders of the Class A Certificates on Distribution Date.................. $__________ (2) Net Swap Payment and Overdue Net Swap Payments to be paid to Swap Counterparty....................... $__________ (3) Interest Distributable to Holders of the Class B Certificates on Distribution Date.................. $__________ (4) Amount Distributable as interest to the Collateral Interest Holders on the Transfer Date (Collateral Minimum Monthly Interest under Section 4.7(f) plus other amounts payable to the Collateral Interest Holder under 4.7(k) and 4.14)...... $__________ (5) Principal Distributable to the Class A Certificateholders on Distribution Date.................. $__________ (6) Principal Distributable to the Class B Certificateholder on Distribution Date.................. $__________
B-4 76 (7) Principal Distributable to the Collateral Interest Holder on Transfer Date...................... $__________ (8) Principal Collections Distributable to Fleet Bank (RI), National Association as holder of the Sellers Certificate on Distribution Date.................. $__________ J) Distributions to Noteholders and to Fleet Bank (RI), National Association under the Transfer Agreement (Section 3.02 of Transfer Agreement) (1) Interest Distributable to Noteholders on Payment Date........ $__________ (2) Principal Distributable to Noteholders on Payment Date........ $__________ (3) Amount Distributable to Fleet Bank (RI), National Association, as Transferor on Payment Date (Section 3.02(a)(vi) of the Transfer Agreement; amounts remaining after satisfying 3.02(a)(i) through (v))............ $__________
B-5 77 IN WITNESS WHEREOF, the undersigned has duly executed this certificate this ____ day of __________, ____. FLEET BANK (RI), NATIONAL ASSOCIATION, as Servicer By:______________________________ Servicing Officer B-6 78 EXHIBIT C TO SUPPLEMENT FORM OF MONTHLY CERTIFICATEHOLDER'S STATEMENT (To be delivered by the Paying Agent on behalf of the Trustee on each Distribution Date pursuant to Section 5.2(b) of the Supplement) FLEET BANK (RI), NATIONAL ASSOCIATION ------------------------------ FLEET CREDIT CARD MASTER TRUST II SERIES 2000-C ------------------------------ Under the Amended and Restated Pooling and Servicing Agreement dated as of December 1, 1993, (as amended and restated on May 23, 1994, and as amended by Amendment Number 1, dated as of July 1, 1994, as further amended by Amendment Number 2, dated as of October 6, 1995, as further amended by Amendment Number 3, dated as of February 20, 1998, as further amended by Amendment Number 4, dated as of May 14, 1999, and as assigned by Advanta National Bank to the Bank pursuant to an Assignment and Assumption Agreement, dated as of February 20, 1998, among Advanta National Bank, the Bank, Fleet Credit Card, LLC, and Bankers Trust Company, as trustee, the "Amended and Restated Pooling and Servicing Agreement") between the Bank, as seller (in such capacity, together with its predecessors as sellers during such period as any such predecessors were sellers, the "Seller") and servicer (in such capacity, the "Servicer") and Bankers Trust Company, as trustee (the "Trustee"), as supplemented by the Series 2000-C Supplement, dated as of August 25, 2000, by and between the Bank, as Seller and Servicer, and the Trustee, the Bank, as Servicer, is required to prepare certain information each month regarding current distributions to all Series 2000-C Certificateholders. This statement relates to the Distribution Date (the "Distribution Date") and the performance of the Fleet Credit Card Master Trust II (the "Trust") during the prior Monthly Period (the "Monthly Period"). Certain of the information is presented on the basis of an original principal amount of $1,000 per Series 2000-C Certificate. Certain other information is presented based on the aggregate amounts for the Trust as a whole. All capitalized terms used herein shall have the respective meanings set forth in the Agreement. 1. The total amount of the distribution on the Distribution Date per $1,000 original principal amount of the Class A Certificates................ $__________
79 2. The total amount of the distribution on the Distribution Date per $1,000 original principal amount of the Class B Certificates................ $__________ 3. The amount of the distribution set forth in paragraph 1 above in respect of principal per $1,000 original principal amount of the Class A Certificates...................................... $__________ 4. The amount of the distribution set forth in paragraph 2 above in respect of principal per $1,000 original principal amount of the Class B Certificates...................................... $__________ 5. The amount of the distribution set forth in paragraph 1 above in respect of interest per $1,000 original principal amount of the Class A Certificates...................................... $___________ 6. The amount of the distribution set forth in paragraph 2 above in respect of interest per $1,000 original principal amount of the Class B Certificates...................................... $__________ 7. The aggregate amount of Collections of Receivables processed for the prior Monthly Period which were allocated in respect of Series 2000-C............................................ $__________ 8. The aggregate amount of Collections of Principal Receivables processed during the prior Monthly Period and allocated in respect of Series 2000-C.. $__________ 9. The aggregate amount of Reallocated Principal Collections with respect to the prior Monthly Period............................................ $__________ 10. The aggregate amount of Collections of Finance Charge Receivables processed during the prior Monthly Period and allocated in respect of the Class A Certificates.............................. $__________ 11. The aggregate amount of Collections of Finance Charge Receivables processed during the prior Monthly Period and allocated in respect of the Class B Certificates.............................. $__________ 12. The Principal Allocation Percentage(s) during the prior Monthly Period.............................. ____% [Dates] ____% [Dates] 13. The Floating Allocation Percentage(s) during the prior Monthly Period.............................. ____% [Dates] ____% [Dates]
C-2 80 14. The aggregate outstanding balance of Accounts $__________ which are 30, 60, 90, 120, 150 and 180 or more $__________ days delinquent as of the end of the prior $__________ Monthly Period is................................. $__________ $__________ $__________ 15. The Class A Investor Default Amount for the prior Monthly Period is................................. $__________ 16. The Class B Investor Default Amount for the prior Monthly Period is................................. $__________ 17. The Collateral Default Amount for the prior Monthly Period.................................... $__________ 18. The aggregate amount of Class A Investor Charge-Offs for the prior Monthly Period is....... $__________ 19. The aggregate amount of Class B Investor Charge-Offs for the prior Monthly Period is....... $__________ 20. The aggregate amount of Collateral Charge-Offs for the prior Monthly Period...................... $__________ 21. The aggregate amount of Class A Investor Charge-Offs reimbursed on the Distribution Date is $__________ 22. The aggregate amount of Class B Investor Charge-Offs reimbursed on the Distribution Date is $__________ 23. The aggregate amount of Collateral Charge-Offs reimbursed on the Distribution Date .............. $__________ 24. The amount of the Class A Servicing Fee for the prior Monthly Period is........................... $__________ 25. The amount of the Class B Servicing Fee for the prior Monthly Period is........................... $__________ 26. The amount of the Collateral Servicing Fee for the prior Monthly Period is....................... $__________ 27. The Class A Investor Amount after giving effect to any payments on the Distribution Date is....... $__________ 28. The Class A Invested Amount after giving effect to any payments on the Distribution Date is....... $__________ 29. The Class B Investor Amount after giving effect to any payments on the Distribution Date is....... $__________ 30. The Class B Invested Amount after giving effect to any payments on the Distribution Date is....... $__________
C-3 81 31. The amount, if any, by which the outstanding principal balance of the Class A Certificates exceeds the Class A Investor Amount after giving effect to any activity on the Distribution Date is ... $__________ 32. The amount, if any, by which the outstanding principal balance of the Class B Certificates exceeds the Class B Investor Amount after giving effect to any activity on the Distribution Date is ... $__________ 33. The Collateral Invested Amount as of the close of business on the Distribution Date.................... $__________ 34. The amount on deposit in the Principal Funding Account as of the close of business on the Distribution Date is ................................ $__________ 35. The amount on deposit in the Reserve Account as of the close of business on the Distribution Date is................................................... $__________ 36. The amount on deposit in the Swap Reserve Fund as of the close of business on the Distribution Date is................................................... $__________ 37. The amount by which the Net Portfolio Yield for the prior Monthly Period exceeds the Base Rate for such Monthly Period.............................. $__________ 38. The Net Portfolio Yield for the prior Monthly Period is............................................ $__________ 39. The Base Rate for the Prior Monthly Period is........ $__________ 40. The amount of Interchange with respect to the prior Monthly Period is.............................. $__________ 41. The Deficit Controlled Accumulation Amount (after giving effect to any activity on the Distribution Date)................................................ $__________ 42. The amount of the Net Swap Receipt for the related Transfer Date................................ $__________ 43. The amount of the Net Swap Payment for the related Transfer Date................................ $__________ 44. Matters Related to the Interest Rate Swap: a. Has the Interest Reserve Account been established?................................... __________ b. Has the Interest Reserve Account been funded?........................................ __________ c. Aggregate amount withdrawn from the Interest Reserve Account, if any............... $__________ d. Has the Interest Rate Swap been terminated..... __________
C-4 82 FLEET BANK (RI), NATIONAL ASSOCIATION, as Servicer By:______________________________ Title C-5 83 EXHIBIT D TO SUPPLEMENT FORM OF INVESTMENT LETTER [Date] Re: Fleet Credit Card Master Trust II; Purchases of Series 2000-C Collateral Interest Ladies and Gentlemen: This letter (the "Investment Letter") is delivered by the undersigned (the "Purchaser") pursuant to Section 10.8 of the Series 2000-C Supplement, dated as of August 25, 2000 (the "Series Supplement") to the Pooling and Servicing Agreement, dated as of December 1, 1993 (as amended and supplemented, the "Agreement"), each among Bankers Trust Company, as Trustee, and Fleet Bank (RI), National Association, as Seller and Servicer. Capitalized terms used herein without definition shall have the meanings set forth in the Agreement. The Purchaser represents to and agrees with the Seller as follows: (a) The Purchaser has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Collateral Interest and is able to bear the economic risk of such investment. (b) The Purchaser is an "accredited investor," as defined in Rule 501, promulgated by the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"), or is a sophisticated institutional investor. The Purchaser understands that the offering and sale of the Collateral Interest has not been and will not be registered under the Securities Act and has not and will not be registered or qualified under any applicable "Blue Sky" law, and that the offering and sale of the Collateral Interest has not been reviewed by, passed on or submitted to any federal or state agency or commission, securities exchange or other regulatory body. (c) The Purchaser is acquiring an interest in the Collateral Interest without a view to any distribution, resale or other transfer thereof except, with respect to any Collateral Interest or any interest or participation therein, as contemplated in the following sentence. The Purchaser will not resell or otherwise transfer any interest or participation in the Collateral Interest, except in accordance with Section 10.8 of the Series Supplement and (i) in a transaction exempt from the registration requirements of the Securities Act of 1933, as amended, and applicable state securities or "blue sky" laws; (ii) to the Seller or any affiliate of the Seller; or (iii) to a person who the Purchaser reasonably believes is a qualified institutional buyer (within the meaning thereof in Rule 144A under the Securities Act) that is aware 84 that the resale or other transfer is being made in reliance upon Rule 144A. In connection therewith, the Purchaser hereby agrees that it will not resell or otherwise transfer the Collateral Interest or any interest therein unless the purchaser thereof provides to the addressee hereof a letter substantially in the form hereof. (d) No portion of the Collateral Interest or any interest therein may be transferred, and each Assignee will certify that it is not, (a) an "employee benefit plan" (as defined in Section 3(3) of ERISA), including governmental plans and church plans, (b) any "plan" (as defined in Section 4975(e)(1) of the Code) including individual retirement accounts and Keogh plans, or (c) any other entity whose underlying assets include "plan assets" (within the meaning of Department of Labor Regulation Section 2510.3-101, 29 C.F.R. Section 2510.3-101 or otherwise under ERISA) by reason of a plan's investment in the entity, including, without limitation, an insurance company general account. (e) This Investment Letter has been duly executed and delivered and constitutes the legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles affecting the enforcement of creditors' rights generally and general principles of equity. Very truly yours, [NAME OF PURCHASER] By: __________________________ Name: Title: AGREED TO AS OF THE DATE FIRST ABOVE WRITTEN: FLEET BANK (RI), NATIONAL ASSOCIATION By: _______________________ Name: Title: D-2 EX-10.1 3 w40628ex10-1.txt ISDA MASTER AGREEMENT DATED AUGUST 25, 2000 1 (MULTICURRENCY-CROSS BORDER) [ISDA(R) LOGO] International Swap Dealers Association, Inc. MASTER AGREEMENT dated as of 25 AUGUST 2000 CREDIT SUISSE FIRST BOSTON INTERNATIONAL and BANKER TRUST COMPANY ACTING AS TRUSTEE FOR THE FLEET CREDIT CARD MASTER TRUST II have entered and/or anticipate entering into one or more transactions (each a "Transaction") that are or will be governed by this Master Agreement, which includes the schedule (the "Schedule"), and the documents and other confirming evidence (each a "Confirmation") exchanged between the parties confirming those Transactions. Accordingly, the parties agree as follows:- 1. INTERPRETATION (a) DEFINITIONS. The terms defined in Section 14 and in the Schedule will have the meanings therein specified for the purpose of this Master Agreement. (b) INCONSISTENCY. In the event of any inconsistency between the provisions of the Schedule and the other provisions of this Master Agreement, the Schedule will prevail. In the event of any inconsistency between the provisions of any Confirmation and this Master Agreement (including the Schedule), such Confirmation will prevail for the purpose of the relevant Transaction. (c) SINGLE AGREEMENT. All transactions are entered into in reliance on the fact that this Master Agreement and all Confirmations form a single agreement between the parties (collectively referred to as this "Agreement"), and the parties would not otherwise enter into any Transactions. 2. OBLIGATIONS (a) GENERAL CONDITIONS. (i) Each party will make each payment or delivery specified in each Confirmation to be made by it, subject to the other provisions of this Agreement. (ii) Payments under this Agreement will be made on the due date for value on that date in the place of the account specified in the relevant Confirmation or otherwise pursuant to this Agreement, in freely transferable funds and in the manner customary for payments in the required currency. Where settlement is by delivery (that is, other than by payment), such delivery will be made for receipt on the due date in the manner customary for the relevant obligation unless otherwise specified in the relevant Confirmation or elsewhere in this Agreement. (iii) Each obligation of each party under Section 2(a)(i) is subject to (1) the condition precedent that no Event of Default or Potential Event of Default with respect to the other party has occurred and is continuing, (2) the condition precedent that no Early Termination Date in respect of the relevant Transaction has occurred or been effectively designated and (3) each other applicable condition precedent specified in this Agreement. Copyright(C) 1992 by International Swap Dealers Association, Inc. 2 (b) Change of Account. Either party may change its account for receiving a payment or delivery by giving notice to the other party at least five Local Business Days prior to the scheduled date for the payment or delivery to which such change applies unless such other party gives timely notice of a reasonable objection to such change. (c) Netting. If on any date amounts would otherwise by payable:-- (i) in the same currency; and (ii) in respect of the same Transaction, by each party to the other, then, on such date, each party's obligation to make payment of any such amount will be automatically satisfied and discharged and, if the aggregate amount that would otherwise have been payable by one party exceeds the aggregate amount that would otherwise have been payable by the other party, replaced by an obligation upon the party by whom the larger aggregate amount would have been payable to pay to the other party the excess of the larger aggregate amount over the smaller aggregate amount. The parties may elect in respect of two or more Transactions that a net amount will be determined in respect of all amounts payable on the same date in the same currency in respect of such Transactions, regardless of whether such amounts are payable in respect of the same Transaction. The election may be made in the Schedule or a Confirmation by specifying that subparagraph (ii) above will not apply to the Transactions identified as being subject to the election, together with the starting date (in which case subparagraph (ii) above will not, or will cease to, apply to such Transactions from such date). This election may be made separately for different groups of Transactions and will apply separately to each pairing of Offices through which the parties make and receive payments or deliveries. (d) Deduction or Withholding for Tax. (i) Gross-Up. All payments under this Agreement will be made without any deduction or withholding for or on account of any Tax unless such deduction or withholding is required by any applicable law, as modified by the practice of any relevant governmental revenue authority, then in effect. If a party is so required to deduct or withhold, then that party ("X") will:-- (1) promptly notify the other party ("Y") of such requirement; (2) pay to the relevant authorities the full amount required to be deducted or withheld (including the full amount required to be deducted or withheld from any additional amount paid by X to Y under this Section 2(d)) promptly upon the earlier of determining that such deduction or withholding is required or receiving notice that such amount has been assessed against Y; (3) promptly forward to Y an official receipt (or a certified copy), or other documentation reasonably acceptable to Y, evidencing such payment to such authorities; and (4) if such Tax is an Indemnifiable Tax, pay to Y, in addition to the payment to which Y is otherwise entitled under this Agreement, such additional amount as is necessary to ensure that the net amount actually received by Y (free and clear of Indemnifiable Taxes, whether assessed against X or Y) will equal the full amount Y would have received had no such deduction or withholding been required. However, X will not be required to pay any additional amount to Y to the extent that it would not be required to be paid but for:-- (A) the failure by Y to comply with or perform any agreement contained in Section 4(a)(i), 4(a)(iii) or 4(d); or (B) the failure of a representation made by Y pursuant to Section 3(f) to be accurate and true unless such failure would not have occurred but for (I) any action taken by a taxing authority, or brought in a court of competent jurisdiction, on or after the date on which a Transaction is entered into (regardless of whether such action is taken or brought with respect to a party to this Agreement) or (II) a Change in Tax Law. 2 3 (ii) Liability. If:-- (1) X is required by any applicable law, as modified by the practice of any relevant governmental revenue authority, to make any deduction or withholding in respect of which X would not be required to pay an additional amount to Y under Section 2(d)(i)(4); (2) X does not so deduct or withhold; and (3) a liability resulting from such Tax is assessed directly against X, then, except to the extent Y has satisfied or then satisfies the liability resulting from such Tax, Y will promptly pay to X the amount of such liability (including any related liability for interest, but including any related liability for penalties only if Y has failed to comply with or perform any agreement contained in Section 4(a)(i), 4(a)(iii) or 4(d)). (c) Default Interest; Other Amounts. Prior to the occurrence or effective designation of an Early Termination Date in respect of the relevant Transaction, a party that defaults in the performance of any payment obligation will, to the extent permitted by law and subject to Section 6(c), be required to pay interest (before as well as after judgment) on the overdue amount to the other party on demand in the same currency as such overdue amount, for the period from (and including) the original due date for payment to (but excluding) the date of actual payment, at the Default Rate. Such interest will be calculated on the basis of daily compounding and the actual number of days elapsed. If, prior to the occurrence or effective designation of an Early Termination Date in respect of the relevant Transaction, a party defaults in the performance of any obligation required to be settled by delivery, it will compensate the other party on demand if and to the extent provided for in the relevant Confirmation or elsewhere in this Agreement. 3. REPRESENTATIONS Each party represents to the other party (which representations will be deemed to be repeated by each party on each date on which a Transaction is entered into and, in the case of the representations in Section 3(f), at all times until the termination of this Agreement) that:-- (a) Basic Representations. (i) Status. It is duly organised and validly existing under the laws of the jurisdiction of its organisation or incorporation and, if relevant under such laws, in good standing; (ii) Powers. It has the power to execute this Agreement and any other documentation relating to this Agreement to which it is a party, to deliver this Agreement and any other documentation relating to this Agreement that it is required by this Agreement to deliver and to perform its obligations under this Agreement and any obligations it has under any Credit Support Document to which it is a party and has taken all necessary action to authorise such execution, delivery and performance; (iii) No Violation or Conflict. Such execution, delivery and performance do not violate or conflict with any law applicable to it, any provision of its constitutional documents, any order or judgment of any court or other agency of government applicable to it or any of its assets or any contractual restriction binding on or affecting it or any of its assets; (iv) Consents. All governmental and other consents that are required to have been obtained by it with respect to this Agreement or any Credit Support Document to which it is a party have been obtained and are in full force and effect and all conditions of any such consents have been complied with; and (v) Obligations Binding. Its obligations under this Agreement and any Credit Support Document to which it is a party constitute its legal, valid and binding obligations, enforceable in accordance with their respective terms (subject to applicable bankruptcy, reorganisation, insolvency, moratorium or similar laws affecting creditors' rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law)). 3 4 (b) ABSENCE OF CERTAIN EVENTS. No Event of Default or Potential Event of Default or, to its knowledge, Termination Event with respect to it has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement or any Credit Support Document to which it is a party. (c) ABSENCE OF LITIGATION. There is not pending or, to its knowledge, threatened against it or any of its Affiliates any action, suit or proceeding at law or in equity or before any court, tribunal, governmental body, agency or official or any arbitrator that is likely to affect the legality, validity or enforceability against it of this Agreement or any Credit Support Document to which it is a party or its ability to perform its obligations under this Agreement or such Credit Support Document. (d) ACCURACY OF SPECIFIED INFORMATION. All applicable information that is furnished in writing by or on behalf of it to the other party and is identified for the purpose of this Section 3(d) in the Schedule is, as of the date of the information, true, accurate and complete in every material respect. (e) PAYER TAX REPRESENTATION. Each representation specified in the Schedule as being made by it for the purpose of this Section 3(e) is accurate and true. (f) PAYEE TAX REPRESENTATIONS. Each representation specified in the Schedule as being made by it for the purpose of this Section 3(f) is accurate and true. 4. AGREEMENTS Each party agrees with the other that, so long as either party has or may have any obligation under this Agreement or under any Credit Support Document to which it is a party:-- (a) FURNISH SPECIFIED INFORMATION. It will deliver to the other party or, in certain cases under subparagraph (iii) below, to such government or taxing authority as the other party reasonably directs:-- (i) any forms, documents or certificates relating to taxation specified in the Schedule or any Confirmation; (ii) any other documents specified in the Schedule or any Confirmation; and (iii) upon reasonable demand by such other party, any form or document that may be required or reasonably requested in writing in order to allow such other party or its Credit Support Provider to make a payment under this Agreement or any applicable Credit Support Document without any deduction or withholding for or on account of any Tax or with such deduction or withholding at a reduced rate (so long as the completion, execution or submission of such form or document would not materially prejudice the legal or commercial position of the party in receipt of such demand), with any such form or document to be accurate and completed in a manner reasonably satisfactory to such other party and to be executed and to be delivered with any reasonably required certification, in each case by the date specified in the Schedule or such Confirmation or, if none is specified, as soon as reasonably practicable. (b) MAINTAIN AUTHORISATIONS. It will use all reasonable efforts to maintain in full force and effect all consents of any governmental or other authority that are required to be obtained by it with respect to this Agreement or any Credit Support Document to which it is a party and will use all reasonable efforts to obtain any that may become necessary in the future. (c) COMPLY WITH LAWS. It will comply in all material respects with all applicable laws and orders to which it may be subject if failure so to comply would materially impair its ability to perform its obligations under this Agreement or any Credit Support Document to which it is a party. (d) TAX AGREEMENT. It will give notice of any failure of a representation made by it under Section 3(f) to be accurate and true promptly upon learning of such failure. (e) PAYMENT OF STAMP TAX. Subject to Section 11, it will pay any Stamp Tax levied or imposed upon it or in respect of its execution or performance of this Agreement by a jurisdiction in which it is incorporated, 4 5 organised, managed and controlled, or considered to have its seat, or in which a branch or office through which it is acting for the purpose of this Agreement is located ("Stamp Tax Jurisdiction") and will indemnify the other party against any Stamp Tax levied or imposed upon the other party or in respect of the other party's execution or performance of this Agreement by any such Stamp Tax Jurisdiction which is not also a Stamp Tax Jurisdiction with respect to the other party. 5. EVENTS OF DEFAULT AND TERMINATION EVENTS (a) EVENTS OF DEFAULT. The occurrence at any time with respect to a party or, if applicable, any Credit Support Provider of such party or any Specified Entity of such party of any of the following events constitutes an event of default (an "Event of Default") with respect to such party:-- (i) FAILURE TO PAY OR DELIVER. Failure by the party to make, when due, any payment under this Agreement or delivery under Section 2(a)(i) or 2(e) required to be made by it if such failure is not remedied on or before the third Local Business Day after notice of such failure is given to the party; (ii) BREACH OF AGREEMENT. Failure by the party to comply with or perform any agreement or obligation (other than an obligation to make any payment under this Agreement or delivery under Section 2(a)(i) or 2(e) or to give notice of a Termination Event or any agreement or obligation under Section 4(a)(i), 4(a)(iii) or 4(d)) to be complied with or performed by the party in accordance with this Agreement if such failure is not remedied on or before the thirtieth day after notice of such failure is given to the party; (iii) CREDIT SUPPORT DEFAULT. (1) Failure by the party or any Credit Support Provider of such party to comply with or perform any agreement or obligation to be complied with or performed by it in accordance with any Credit Support Document if such failure is continuing after any applicable grace period has elapsed; (2) the expiration or termination of such Credit Support Document or the failing or ceasing of such Credit Support Document to be in full force and effect for the purpose of this Agreement (in either case other than in accordance with its terms) prior to the satisfaction of all obligations of such party under each Transaction to which such Credit Support Document relates without the written consent of the other party; or (3) the party or such Credit Support Provider disaffirms, disclaims, repudiates or rejects, in whole or in part, or challenges the validity of, such Credit Support Document; (iv) MISREPRESENTATION. A representation (other than a representation under Section 3(e) or (f)) made or repeated or deemed to have been made or repeated by the party or any Credit Support Provider of such party in this Agreement or any Credit Support Document proves to have been incorrect or misleading in any material respect when made or repeated or deemed to have been made or repeated; (v) DEFAULT UNDER SPECIFIED TRANSACTION. The party, any Credit Support Provider of such party or any applicable Specified Entity of such party (1) defaults under a Specified Transaction and, after giving effect to any applicable notice requirement or grace period, there occurs a liquidation of, an acceleration of obligations under, or an early termination of, that Specified Transaction, (2) defaults, after giving effect to any applicable notice requirement or grace period, in making any payment or delivery due on the last payment, delivery or exchange date of, or any payment on early termination of, a Specified Transaction (or such default continues for at least three Local Business Days if there is no applicable notice requirement or grace period) or (3) disaffirms, disclaims, repudiates or rejects, in whole or in part, a Specified Transaction (or such action is taken by any person or entity appointed or empowered to operate it or act on its behalf); (vi) CROSS DEFAULT. If "Cross Default" is specified in the Schedule as applying to the party, the occurrence or existence of (1) a default, event of default or other similar condition or event (however 5 6 described) in respect of such party, any Credit Support Provider of such party or any applicable Specified Entity of such party under one or more agreements or instruments relating to Specified Indebtedness of any of them (individually or collectively) in an aggregate amount of not less than the applicable Threshold Amount (as specified in the Schedule) which has resulted in such Specified Indebtedness becoming, or becoming capable at such time of being declared, due and payable under such agreements or instruments, before it would otherwise have been due and payable or (2) a default by such party, such Credit Support Provider or such Specified Entity (individually or collectively) in making one or more payments on the due date thereof in an aggregate amount of not less than the applicable Threshold Amount under such agreements or instruments (after giving effect to any applicable notice requirement or grace period); (vii) BANKRUPTCY. The party, any Credit Support Provider of such party or any applicable Specified Entity of such party:-- (1) is dissolved (other than pursuant to a consolidation, amalgamation or merger); (2) becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due; (3) makes a general assignment, arrangement or composition with or for the benefit of its creditors; (4) institutes or has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors' rights, or a petition is presented for its winding-up or liquidation, and, in the case of any such proceeding or petition instituted or presented against it, such proceeding or petition (A) results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding-up or liquidation or (B) is not dismissed, discharged, stayed or restrained in each case within 30 days of the institution or presentation thereof; (5) has a resolution passed for its winding-up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger); (6) seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets; (7) has a secured party take possession of all or substantially all its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within 30 days thereafter; (8) causes or is subject to any event with respect to it which, under the applicable laws of any jurisdiction, has an analogous effect to any of the events specified in clauses (1) to (7) (inclusive); or (9) takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing acts; or (viii) MERGER WITHOUT ASSUMPTION. The party or any Credit Support Provider of such party consolidates or amalgamates with, or merges with or into, or transfers all or substantially all its assets to, another entity and, at the time of such consolidation, amalgamation, merger or transfer:-- (1) the resulting, surviving or transferee entity fails to assume all the obligations of such party or such Credit Support Provider under this Agreement or any Credit Support Document to which it or its predecessor was a party by operation of law or pursuant to an agreement reasonably satisfactory to the other party to this Agreement; or (2) the benefits of any Credit Support Document fail to extend (without the consent of the other party) to the performance by such resulting, surviving or transferee entity of its obligations under this Agreement. (b) TERMINATION EVENTS. The occurrence at any time with respect to a party or, if applicable, any Credit Support Provider of such party or any Specified Entity of such party of any event specified below constitutes an Illegality if the event is specified in (i) below, a Tax Event if the event is specified in (ii) below or a Tax Event Upon Merger if the event is specified in (iii) below, and, if specified to be applicable, a Credit Event 6 7 Upon Merger if the event is specified pursuant to (iv) below or an Additional Termination Event if the event is specified pursuant to (v) below:-- (i) ILLEGALITY. Due to the adoption of, or any change in, any applicable law after the date on which a Transaction is entered into, or due to the promulgation of, or any change in, the interpretation by any court, tribunal or regulatory authority with competent jurisdiction of any applicable law after such date, it becomes unlawful (other than as a result of a breach by the party of Section 4(b)) for such party (which will be the Affected Party):-- (1) to perform any absolute or contingent obligation to make a payment or delivery or to receive a payment or delivery in respect of such Transaction or to comply with any other material provision of this Agreement relating to such Transaction; or (2) to perform, or for any Credit Support Provider of such party to perform, any contingent or other obligation which the party (or such Credit Support Provider) has under any Credit Support Document relating to such Transaction; (ii) TAX EVENT. Due to (x) any action taken by a taxing authority, or brought in a court of competent jurisdiction, on or after the date on which a Transaction is entered into (regardless of whether such action is taken or brought with respect to a party to this Agreement) or (y) a Change in Tax Law, the party (which will be the Affected Party) will, or there is a substantial likelihood that it will, on the next succeeding Scheduled Payment Date (1) be required to pay to the other party an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) (except in respect of interest under Section 2(e), 6(d)(ii) or 6(e)) or (2) receive a payment from which an amount is required to be deducted or withheld for or on account of a Tax (except in respect of interest under Section 2(e), 6(d)(ii) or 6(e)) and no additional amount is required to be paid in respect of such Tax under Section 2(d)(i)(4) (other than by reason of Section 2(d)(i)(4)(A) or (B)); (iii) TAX EVENT UPON MERGER. The party (the "Burdened Party") on the next succeeding Scheduled Payment Date will either (1) be required to pay an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) (except in respect of interest under Section 2(e), 6(d)(ii) or 6(e)) or (2) receive a payment from which an amount has been deducted or withheld for or on account of any Indemnifiable Tax in respect of which the other party is not required to pay an additional amount (other than by reason of Section 2(d)(i)(4)(A) or (B)), in either case as a result of a party consolidating or amalgamating with, or merging with or into, or transferring all or substantially all its assets to, another entity (which will be the Affected Party) where such action does not constitute an event described in Section 5(a)(viii); (iv) CREDIT EVENT UPON MERGER. If "Credit Event Upon Merger" is specified in the Schedule as applying to the party, such party ("X"), any Credit Support Provider of X or any applicable Specified Entity of X consolidates or amalgamates with, or merges with or into, or transfers all or substantially all its assets to, another entity and such action does not constitute an event described in Section 5(a)(viii) but the creditworthiness of the resulting, surviving or transferee entity is materially weaker than that of X, such Credit Support Provider or such Specified Entity, as the case may be, immediately prior to such action (and, in such event, X or its successor or transferee, as appropriate, will be the Affected Party); or (v) ADDITIONAL TERMINATION EVENT. If any "Additional Termination Event" is specified in the Schedule or any Confirmation as applying, the occurrence of such event (and, in such event, the Affected Party or Affected Parties shall be as specified for such Additional Termination Event in the Schedule or such Confirmation). (c) EVENT OF DEFAULT AND ILLEGALITY. If an event or circumstance which would otherwise constitute or give rise to an Event of Default also constitutes an Illegality, it will be treated as an Illegality and will not constitute an Event of Default. 7 8 6. EARLY TERMINATION (a) RIGHT TO TERMINATE FOLLOWING EVENT OF DEFAULT. If at any time an Event of Default with respect to a party (the "Defaulting Party") has occurred and is then continuing, the other party (the "Non-defaulting Party") may, by not more than 20 days notice to the Defaulting Party specifying the relevant Event of Default, designate a day not earlier than the day such notice is effective as an Early Termination Date in respect of all outstanding Transactions. If, however, "Automatic Early Termination" is specified in the Schedule as applying to a party, then an Early Termination Date in respect of all outstanding Transactions will occur immediately upon the occurrence with respect to such party of an Event of Default specified in Section 5(a)(vii)(1), (3), (5), (6) or, to the extent analogous thereto, (8), and as of the time immediately preceding the institution of the relevant proceeding or the presentation of the relevant petition upon the occurrence with respect to such party of an Event of Default specified in Section 5(a)(vii)(4) or, to the extent analogous thereto, (8). (b) RIGHT TO TERMINATE FOLLOWING TERMINATION EVENT. (i) NOTICE. If a Termination Event occurs, an Affected Party will, promptly upon becoming aware of it, notify the other party, specifying the nature of that Termination Event and each Affected Transaction and will also give such other information about that Termination Event as the other party may reasonably require. (ii) TRANSFER TO AVOID TERMINATION EVENT. If either an Illegality under Section 5(b)(i)(l) or a Tax Event occurs and there is only one Affected Party, or if a Tax Event Upon Merger occurs and the Burdened Party is the Affected Party, the Affected Party will, as a condition to its right to designate an Early Termination Date under Section 6(b)(iv), use all reasonable efforts (which will not require such party to incur a loss, excluding immaterial, incidental expenses) to transfer within 20 days after it gives notice under Section 6(b)(i) all its rights and obligations under this Agreement in respect of the Affected Transactions to another of its Offices or Affiliates so that such Termination Event ceases to exist. If the Affected Party is not able to make such a transfer it will give notice to the other party to that effect within such 20 day period, whereupon the other party may effect such a transfer within 30 days after the notice is given under Section 6(b)(i). Any such transfer by a party under this Section 6(b)(ii) will be subject to and conditional upon the prior written consent of the other party, which consent will not be withheld if such other party's policies in effect at such time would permit it to enter into transactions with the transferee on the terms proposed. (iii) TWO AFFECTED PARTIES. If an Illegality under Section 5(b)(i)(l) or a Tax Event occurs and there are two Affected Parties, each party will use all reasonable efforts to reach agreement within 30 days after notice thereof is given under Section 6(b)(i) on action to avoid that Termination Event. (iv) RIGHT TO TERMINATE. If:-- (1) a transfer under Section 6(b)(ii) or an agreement under Section 6(b)(iii), as the case may be, has not been effected with respect to all Affected Transactions within 30 days after an Affected Party gives notice under Section 6(b)(i); or (2) an Illegality under Section 5(b)(i)(2), a Credit Event Upon Merger or an Additional Termination Event occurs, or a Tax Event Upon Merger occurs and the Burdened Party is not the Affected Party, either party in the case of an Illegality, the Burdened Party in the case of a Tax Event Upon Merger, any Affected Party in the case of a Tax Event or an Additional Termination Event if there is more than one Affected Party, or the party which is not the Affected Party in the case of a Credit Event Upon Merger or an Additional Termination Event if there is only one Affected Party may, by not more than 20 days notice to the other party and provided that the relevant Termination Event is then 8 9 continuing, designate a day not earlier than the day such notice is effective as an Early Termination Date in respect of all Affected Transactions. (c) EFFECT OF DESIGNATION. (i) If notice designating an Early Termination Date is given under Section 6(a) or (b), the Early Termination Date will occur on the date so designated, whether or not the relevant Event of Default or Termination Event is then continuing. (ii) Upon the occurrence or effective designation of an Early Termination Date, no further payments or deliveries under Section 2(a)(i) or 2(e) in respect of the Terminated Transactions will be required to be made, but without prejudice to the other provisions of this Agreement. The amount, if any, payable in respect of an Early Termination Date shall be determined pursuant to Section 6(e). (d) CALCULATIONS. (i) STATEMENT. On or as soon as reasonably practicable following the occurrence of an Early Termination Date, each party will make the calculations on its part, if any, contemplated by Section 6(e) and will provide to the other party a statement (1) showing, in reasonable detail, such calculations (including all relevant quotations and specifying any amount payable under Section 6(e)) and (2) giving details of the relevant account to which any amount payable to it is to be paid. In the absence of written confirmation from the source of a quotation obtained in determining a Market Quotation, the records of the party obtaining such quotation will be conclusive evidence of the existence and accuracy of such quotation. (ii) PAYMENT DATE. An amount calculated as being due in respect of any Early Termination Date under Section 6(e) will be payable on the day that notice of the amount payable is effective (in the case of an Early Termination Date which is designated or occurs as a result of an Event of Default) and on the day which is two Local Business Days after the day on which notice of the amount payable is effective (in the case of an Early Termination Date which is designated as a result of a Termination Event). Such amount will be paid together with (to the extent permitted under applicable law) interest thereon (before as well as after judgment) in the Termination Currency, from (and including) the relevant Early Termination Date to (but excluding) the date such amount is paid, at the Applicable Rate. Such interest will be calculated on the basis of daily compounding and the actual number of days elapsed. (e) PAYMENTS ON EARLY TERMINATION. If an Early Termination Date occurs, the following provisions shall apply based on the parties' election in the Schedule of a payment measure, either "Market Quotation" or "Loss", and a payment method, either the "First Method" or the "Second Method". If the parties fail to designate a payment measure or payment method in the Schedule, it will be deemed that "Market Quotation" or the "Second Method", as the case may be, shall apply. The amount, if any, payable in respect of an Early Termination Date and determined pursuant to this Section will be subject to any Set-off. (i) EVENTS OF DEFAULT. If the Early Termination Date results from an Event of Default:-- (1) First Method and Market Quotation. If the First Method and Market Quotation apply, the Defaulting Party will pay to the Non-defaulting Party the excess, if a positive number, of (A) the sum of the Settlement Amount (determined by the Non-defaulting Party) in respect of the Terminated Transactions and the Termination Currency Equivalent of the Unpaid Amounts owing to the Non-defaulting Party over (B) the Termination Currency Equivalent of the Unpaid Amounts owing to the Defaulting Party. (2) First Method and Loss. If the First Method and Loss apply, the Defaulting Party will pay to the Non-defaulting Party, if a positive number, the Non-defaulting Party's Loss in respect of this Agreement. (3) Second Method and Market Quotation. If the Second Method and Market Quotation apply, an amount will be payable equal to (A) the sum of the Settlement Amount (determined by the 9 10 Non-defaulting Party) in respect of the Terminated Transactions and the Termination Currency Equivalent of the Unpaid Amounts owing to the Non-defaulting Party less (B) the Termination Currency Equivalent of the Unpaid Amounts owing to the Defaulting Party. If that amount is a positive number, the Defaulting Party will pay it to the Non-defaulting Party; if it is a negative number, the Non-defaulting Party will pay the absolute value of that amount to the Defaulting Party. (4) Second Method and Loss. If the Second Method and Loss apply, an amount will be payable equal to the Non-defaulting Party's Loss in respect of this Agreement. If that amount is a positive number, the Defaulting Party will pay it to the Non-defaulting Party; if it is a negative number, the Non-defaulting Party will pay the absolute value of that amount to the Defaulting Party. (ii) TERMINATION EVENTS. If the Early Termination Date results from a Termination Event:-- (1) One Affected Party. If there is one Affected Party, the amount payable will be determined in accordance with Section 6(e)(i)(3), if Market Quotation applies, or Section 6(e)(i)(4), if Loss applies, except that, in either case, references to the Defaulting Party and to the Non-defaulting Party will be deemed to be references to the Affected Party and the party which is not the Affected Party, respectively, and, if Loss applies and fewer than all the Transactions are being terminated, Loss shall be calculated in respect of all Terminated Transactions. (2) Two Affected Parties. If there are two Affected Parties:-- (A) if Market Quotation applies, each party will determine a Settlement Amount in respect of the Terminated Transactions, and an amount will be payable equal to (I) the sum of (a) one-half of the difference between the Settlement Amount of the party with the higher Settlement Amount ("X") and the Settlement Amount of the party with the lower Settlement Amount ("Y") and (b) the Termination Currency Equivalent of the Unpaid Amounts owing to X less (II) the Termination Currency Equivalent of the Unpaid Amounts owing to Y; and (B) if Loss applies, each party will determine its Loss in respect of this Agreement (or, if fewer than all the Transactions are being terminated, in respect of all Terminated Transactions) and an amount will be payable equal to one-half of the difference between the Loss of the party with the higher Loss ("X") and the Loss of the party with the lower Loss ("Y"). If the amount payable is a positive number, Y will pay it to X; if it is a negative number, X will pay the absolute value of that amount to Y. (iii) ADJUSTMENT FOR BANKRUPTCY. In circumstances where an Early Termination Date occurs because "Automatic Early Termination" applies in respect of a party, the amount determined under this Section 6(e) will be subject to such adjustments as are appropriate and permitted by law to reflect any payments or deliveries made by one party to the other under this Agreement (and retained by such other party) during the period from the relevant Early Termination Date to the date for payment determined under Section 6(d)(ii). (iv) PRE-ESTIMATE. The parties agree that if Market Quotation applies an amount recoverable under this Section 6(e) is a reasonable pre-estimate of loss and not a penalty. Such amount is payable for the loss of bargain and the loss of protection against future risks and except as otherwise provided in this Agreement neither party will be entitled to recover any additional damages as a consequence of such losses. 10 11 7. TRANSFER Subject to Section 6(b)(ii), neither this Agreement nor any interest or obligation in or under this Agreement may be transferred (whether by way of security or otherwise) by either party without the prior written consent of the other party, except that:-- (a) a party may make such a transfer of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of all or substantially all its assets to, another entity (but without prejudice to any other right or remedy under this Agreement); and (b) a party may make such a transfer of all or any part of its interest in any amount payable to it from a Defaulting Party under Section 6(e). Any purported transfer that is not in compliance with this Section will be void. 8. CONTRACTUAL CURRENCY (a) PAYMENT IN THE CONTRACTUAL CURRENCY. Each payment under this Agreement will be made in the relevant currency specified in this Agreement for that payment (the "Contractual Currency"). To the extent permitted by applicable law, any obligation to make payments under this Agreement in the Contractual Currency will not be discharged or satisfied by any tender in any currency other than the Contractual Currency, except to the extent such tender results in the actual receipt by the party to which payment is owed, acting in a reasonable manner and in good faith in converting the currency so tendered into the Contractual Currency, of the full amount in the Contractual Currency of all amounts payable in respect of this Agreement. If for any reason the amount in the Contractual Currency so received falls short of the amount in the Contractual Currency payable in respect of this Agreement, the party required to make the payment will, to the extent permitted by applicable law, immediately pay such additional amount in the Contractual Currency as may be necessary to compensate for the shortfall. If for any reason the amount in the Contractual Currency so received exceeds the amount in the Contractual Currency payable in respect of this Agreement, the party receiving the payment will refund promptly the amount of such excess. (b) JUDGMENTS. To the extent permitted by applicable law, if any judgment or order expressed in a currency other than the Contractual Currency is rendered (i) for the payment of any amount owing in respect of this Agreement, (ii) for the payment of any amount relating to any early termination in respect of this Agreement or (iii) in respect of a judgment or order of another court for the payment of any amount described in (i) or (ii) above, the party seeking recovery, after recovery in full of the aggregate amount to which such party is entitled pursuant to the judgment or order, will be entitled to receive immediately from the other party the amount of any shortfall of the Contractual Currency received by such party as a consequence of sums paid in such other currency and will refund promptly to the other party any excess of the Contractual Currency received by such party as a consequence of sums paid in such other currency if such shortfall or such excess arises or results from any variation between the rate of exchange at which the Contractual Currency is converted into the currency of the judgment or order for the purposes of such judgment or order and the rate of exchange at which such party is able, acting in a reasonable manner and in good faith in converting the currency received into the Contractual Currency, to purchase the Contractual Currency with the amount of the currency of the judgment or order actually received by such party. The term "rate of exchange" includes, without limitation, any premiums and costs of exchange payable in connection with the purchase of or conversion into the Contractual Currency. (c) SEPARATE INDEMNITIES. To the extent permitted by applicable law, these indemnities constitute separate and independent obligations from the other obligations in this Agreement, will be enforceable as separate and independent causes of action, will apply notwithstanding any indulgence granted by the party to which any payment is owed and will not be affected by judgment being obtained or claim or proof being made for any other sums payable in respect of this Agreement. (d) EVIDENCE OF LOSS. For the purpose of this Section 8, it will be sufficient for a party to demonstrate that it would have suffered a loss had an actual exchange or purchase been made. 11 12 9. MISCELLANEOUS (a) ENTIRE AGREEMENT. This Agreement constitutes the entire agreement and understanding of the parties with respect to its subject matter and supersedes all oral communication and prior writings with respect thereto. (b) AMENDMENTS. No amendment, modification or waiver in respect of this Agreement will be effective unless in writing (including a writing evidenced by a facsimile transmission) and executed by each of the parties or confirmed by an exchange of telexes or electronic messages on an electronic messaging system. (c) SURVIVAL OF OBLIGATIONS. Without prejudice to Sections 2(a)(iii) and 6(c)(ii), the obligations of the parties under this Agreement will survive the termination of any Transaction. (d) REMEDIES CUMULATIVE. Except as provided in this Agreement, the rights, powers, remedies and privileges provided in this Agreement are cumulative and not exclusive of any rights, powers, remedies and privileges provided by law. (e) COUNTERPARTS AND CONFIRMATIONS. (i) This Agreement (and each amendment, modification and waiver in respect of it) may be executed and delivered in counterparts (including by facsimile transmission), each of which will be deemed an original. (ii) The parties intend that they are legally bound by the terms of each Transaction from the moment they agree to those terms (whether orally or otherwise). A Confirmation shall be entered into as soon as practicable and may be executed and delivered in counterparts (including by facsimile transmission) or be created by an exchange of telexes or by an exchange of electronic messages on an electronic messaging system, which in each case will be sufficient for all purposes to evidence a binding supplement to this Agreement. The parties will specify therein or through another effective means that any such counterpart, telex or electronic message constitutes a Confirmation. (f) NO WAIVER OF RIGHTS. A failure or delay in exercising any right, power or privilege in respect of this Agreement will not be presumed to operate as a waiver, and a single or partial exercise of any right, power or privilege will not be presumed to preclude any subsequent or further exercise, of that right, power or privilege or the exercise of any other right, power or privilege. (g) HEADINGS. The headings used in this Agreement are for convenience of reference only and are not to affect the construction of or to be taken into consideration in interpreting this Agreement. 10. OFFICES; MULTIBRANCH PARTIES (a) If Section 10(a) is specified in the Schedule as applying, each party that enters into a Transaction through an Office other than its head or home office represents to the other party that, notwithstanding the place of booking office or jurisdiction of incorporation or organisation of such party, the obligations of such party are the same as if it had entered into the Transaction through its head or home office. This representation will be deemed to be repeated by such party on each date on which a Transaction is entered into. (b) Neither party may change the Office through which it makes and receives payments or deliveries for the purpose of a Transaction without the prior written consent of the other party. (c) If a party is specified as a Multibranch Party in the Schedule, such Multibranch Party may make and receive payments or deliveries under any Transaction through any Office listed in the Schedule, and the Office through which it makes and receives payments or deliveries with respect to a Transaction will be specified in the relevant Confirmation. 11. EXPENSES A Defaulting Party will, on demand, indemnify and hold harmless the other party for and against all reasonable out-of-pocket expenses, including legal fees and Stamp Tax, incurred by such other party by reason of the enforcement and protection of its rights under this Agreement or any Credit Support Document 12 13 to which the Defaulting Party is a party or by reason of the early termination of any Transaction, including, but not limited to, costs of collection. 12. Notices (a) Effectiveness. Any notice or other communication in respect of this Agreement may be given in any manner set forth below (except that a notice or other communication under Section 5 or 6 may not be given by facsimile transmission or electronic messaging system) to the address or number or in accordance with the electronic messaging system details provided (see the Schedule) and will be deemed effective as indicated:-- (i) if in writing and delivered in person or by courier, on the date it is delivered; (ii) if sent by telex, on the date the recipient's answerback is received; (iii) if sent by facsimile transmission, on the date that transmission is received by a responsible employee of the recipient in legible form (it being agreed that the burden of proving receipt will be on the sender and will not be met by a transmission report generated by the sender's facsimile machine); (iv) if sent by certified or registered mail (airmail, if overseas) or the equivalent (return receipt requested), on the date that mail is delivered or its delivery is attempted; or (v) if sent by electronic messaging system, on the date that electronic message is received, unless the date of that delivery (or attempted delivery) or that receipt, as applicable, is not a Local Business Day or that communication is delivered (or attempted) or received, as applicable, after the close of business on a Local Business Day, in which case that communication shall be deemed given and effective on the first following day that is a Local Business Day. (b) Change of Addresses. Either party may by notice to the other change the address, telex or facsimile number or electronic messaging system details at which notices or other communications are to be given to it. 13. Governing Law and Jurisdiction (a) Governing Law. This Agreement will be governed by and construed in accordance with the law specified in the Schedule. (b) Jurisdiction. With respect to any suit, action or proceedings relating to this Agreement ("Proceedings"), each party irrevocably:-- (i) submits to the jurisdiction of the English courts, if this Agreement is expressed to be governed by English law, or to the non-exclusive jurisdiction of the courts of the State of New York and the United States District Court located in the Borough of Manhattan in New York City, if this Agreement is expressed to be governed by the laws of the State of New York; and (ii) waives any objection which it may have at any time to the laying of venue of any Proceedings brought in any such court, waives any claim that such Proceedings have been brought in an inconvenient forum and further waives the right to object, with respect to such Proceedings, that such court does not have any jurisdiction over such party. Nothing in this Agreement precludes either party from bringing Proceedings in any other jurisdiction (outside, if this Agreement is expressed to be governed by English law, the Contracting States, as defined in Section 1(3) of the Civil Jurisdiction and Judgments Act 1982 or any modification, extension or re-enactment thereof for the time being in force) nor will the bringing of Proceedings in any one or more jurisdictions preclude the bringing of Proceedings in any other jurisdiction. (c) Service of Process. Each party irrevocably appoints the Process Agent (if any) specified opposite its name in the Schedule to receive, for it and on its behalf, service of process in any Proceedings. If for any 13 14 reason any party's Process Agent is unable to act as such, such party will promptly notify the other party and within 30 days appoint a substitute process agent acceptable to the other party. The parties irrevocably consent to service of process given in the manner provided for notices in Section 12. Nothing in this Agreement will affect the right of either party to serve process in any other manner permitted by law. (d) Waiver of Immunities. Each party irrevocably waives, to the fullest extent permitted by applicable law, with respect to itself and its revenues and assets (irrespective of their use or intended use), all immunity on the grounds of sovereignty or other similar grounds from (i) suit, (ii) jurisdiction of any court, (iii) relief by way of injunction, order for specific performance or for recovery of property, (iv) attachment of its assets (whether before or after judgement) and (v) execution or enforcement of any judgement to which it or its revenues or assets might otherwise be entitled in any Proceedings in the courts of any jurisdiction and irrevocably agrees, to the extent permitted by applicable law, that it will not claim any such immunity in any Proceedings. 14. Definitions As used in this Agreement:-- "Additional Termination Event" has the meaning specified in Section 5(b). "Affected Party" has the meaning specified in Section 5(b). "Affected Transactions" means (a) with respect to any Termination Event consisting of an Illegality, Tax Event or Tax Event Upon Merger, all Transactions affected by the occurrence of such Termination Event and (b) with respect to any other Termination Event, all Transactions. "Affiliate" means, subject to the Schedule, in relation to any person, any entity controlled, directly or indirectly, by the person, any entity that controls, directly or indirectly, the person or any entity directly or indirectly under common control with the person. For this purpose, "control" of any entity or person means ownership of a majority of the voting power of the entity or person. "Applicable Rate" means:-- (a) in respect of obligations payable or deliverable (or which would have been but for Section 2(a)(iii)) by a Defaulting Party, the Default Rate; (b) in respect of an obligation to pay an amount under Section 6(e) of either party from and after the date (determined in accordance with Section 6(d)(ii)) on which that amount is payable, the Default Rate; (c) in respect of all other obligations payable or deliverable (or which would have been but for Section 2(a)(iii)) by a Non-defaulting Party, the Non-default Rate; and (d) in all other cases, the Termination Rate. "Burdened Party" has the meaning specified in Section 5(b). "Change in Tax Law" means the enactment, promulgation, execution or ratification of, or any change in or amendment to, any law (or in the application or official interpretation of any law) that occurs on or after the date on which the relevant Transaction is entered into. "consent" includes a consent, approval, action, authorisation, exemption, notice, filing, registration or exchange control consent. "Credit Event Upon Merger" has the meaning specified in Section 5(b). "Credit Support Document" means any agreement or instrument that is specified as such in this Agreement. "Credit Support Provider" has the meaning specified in the Schedule. "Default Rate" means a rate per annum equal to the cost (without proof or evidence of any actual cost) to the relevant payee (as certified by it) if it were to fund or of funding the relevant amount plus 1% per annum. 14 15 "DEFAULTING PARTY" has the meaning specified in Section 6(a). "EARLY TERMINATION DATE" means the date determined in accordance with Section 6(a) or 6(b)(iv). "EVENT OF DEFAULT" has the meaning specified in Section 5(a) and, if applicable, in the Schedule. "ILLEGALITY" has the meaning specified in Section 5(b). "INDEMNIFIABLE TAX" means any Tax other than a Tax that would not be imposed in respect of a payment under this Agreement but for a present or former connection between the jurisdiction of the government or taxation authority imposing such Tax and the recipient of such payment or a person related to such recipient (including, without limitation, a connection arising from such recipient or related person being or having been a citizen or resident of such jurisdiction, or being or having been organised, present or engaged in a trade or business in such jurisdiction, or having or having had a permanent establishment or fixed place of business in such jurisdiction, but excluding a connection arising solely from such recipient or related person having executed, delivered, performed its obligations or received a payment under, or enforced, this Agreement or a Credit Support Document). "LAW" includes any treaty, law, rule or regulation (as modified, in the case of tax matters, by the practice of any relevant governmental revenue authority) and "lawful" and "unlawful" will be construed accordingly. "LOCAL BUSINESS DAY" means, subject to the Schedule, a day on which commercial banks are open for business (including dealings in foreign exchange and foreign currency deposits) (a) in relation to any obligation under Section 2(a)(i), in the place(s) specified in the relevant Confirmation or, if not so specified, as otherwise agreed by the parties in writing or determined pursuant to provisions contained, or incorporated by reference, in this Agreement, (b) in relation to any other payment, in the place where the relevant account is located and, if different, in the principal financial centre, if any, of the currency of such payment, (c) in relation to any notice or other communication, including notice contemplated under Section 5(a)(i), in the city specified in the address for notice provided by the recipient and, in the case of a notice contemplated by Section 2(b), in the place where the relevant new account is to be located and (d) in relation to Section 5(a)(v)(2), in the relevant locations for performance with respect to such Specified Transaction. "LOSS" means, with respect to this Agreement or one or more Terminated Transactions, as the case may be, and a party, the Termination Currency Equivalent of an amount that party reasonably determines in good faith to be its total losses and costs (or gain, in which case expressed as a negative number) in connection with this Agreement or that Terminated Transaction or group of Terminated Transactions, as the case may be, including any loss of bargain, cost of funding or, at the election of such party but without duplication, loss or cost incurred as a result of its terminating, liquidating, obtaining or reestablishing any hedge or related trading position (or any gain resulting from any of them). Loss includes losses and costs (or gains) in respect of any payment or delivery required to have been made (assuming satisfaction of each applicable condition precedent) on or before the relevant Early Termination Date and not made, except, so as to avoid duplication, if Section 6(e)(i)(1) or (3) or 6(e)(ii)(2)(A) applies. Loss does not include a party's legal fees and out-of-pocket expenses referred to under Section 11. A party will determine its Loss as of the relevant Early Termination Date, or, if that is not reasonably practicable, as of the earliest date thereafter as is reasonably practicable. A party may (but need not) determine its Loss by reference to quotations of relevant rates or prices from one or more leading dealers in the relevant markets. "MARKET QUOTATION" means, with respect to one or more Terminated Transactions and a party making the determination, an amount determined on the basis of quotations from Reference Market-makers. Each quotation will be for an amount, if any, that would be paid to such party (expressed as a negative number) or by such party (expressed as a positive number) in consideration of an agreement between such party (taking into account any existing Credit Support Document with respect to the obligations of such party) and the quoting Reference Market-maker to enter into a transaction (the "Replacement Transaction") that would have the effect of preserving for such party the economic equivalent of any payment or delivery (whether the underlying obligation was absolute or contingent and assuming the satisfaction of each applicable condition precedent) by the parties under Section 2(a)(i) in respect of such Terminated Transaction or group of Terminated Transactions that would, but for the occurrence of the relevant Early Termination Date, have 15 16 been required after that date. For this purpose, Unpaid Amounts in respect of the Terminated Transaction or group of Terminated Transactions are to be excluded but, without limitation, any payment or delivery that would, but for the relevant Early Termination Date, have been required (assuming satisfaction of each applicable condition precedent) after that Early Termination Date is to be included. The Replacement Transaction would be subject to such documentation as such party and the Reference Market-maker may, in good faith, agree. The party making the determination (or its agent) will request each Reference Market-maker to provide its quotation to the extent reasonably practicable as of the same day and time (without regard to different time zones) on or as soon as reasonably practicable after the relevant Early Termination Date. The day and time as of which those quotations are to be obtained will be selected in good faith by the party obliged to make a determination under Section 6(e), and, if each party is so obliged, after consultation with the other. If more than three quotations are provided, the Market Quotation will be the arithmetic mean of the quotations, without regard to the quotations having the highest and lowest values. If exactly three such quotations are provided, the Market Quotation will be the quotation remaining after disregarding the highest and lowest quotations. For this purpose, if more than one quotation has the same highest value or lowest value, then one of such quotations shall be disregarded. If fewer than three quotations are provided, it will be deemed that the Market Quotation in respect of such Terminated Transaction or group of Terminated Transactions cannot be determined. "Non-default Rate" means a rate per annum equal to the cost (without proof or evidence of any actual cost) to the Non-defaulting Party (as certified by it) if it were to fund the relevant amount. "Non-defaulting Party" has the meaning specified in Section 6(a). "Office" means a branch or office of a party, which may be such party's head or home office. "Potential Event of Default" means any event which, with the giving of notice or the lapse of time or both, would constitute an Event of Default. "Reference Market-makers" means four leading dealers in the relevant market selected by the party determining a Market Quotation in good faith (a) from among dealers of the highest credit standing which satisfy all the criteria that such party applies generally at the time in deciding whether to offer or to make an extension of credit and (b) to the extent practicable, from among such dealers having an office in the same city. "Relevant Jurisdiction" means, with respect to a party, the jurisdictions (a) in which the party is incorporated, organised, managed and controlled or considered to have its seat, (b) where an Office through which the party is acting for purposes of this Agreement is located, (c) in which the party executes this Agreement and (d) in relation to any payment, from or through which such payment is made. "Scheduled Payment Date" means a date on which a payment or delivery is to be made under Section 2(a)(i) with respect to a Transaction. "Set-off" means set-off, offset, combination of accounts, right of retention or withholding or similar right or requirement to which the payer of an amount under Section 6 is entitled or subject (whether arising under this Agreement, another contract, applicable law or otherwise) that is exercised by, or imposed on, such payer. "Settlement Amount" means, with respect to a party and any Early Termination Date, the sum of:-- (a) the Termination Currency Equivalent of the Market Quotations (whether positive or negative) for each Terminated Transaction or group of Terminated Transactions for which a Market Quotation is determined; and (b) such party's Loss (whether positive or negative and without reference to any Unpaid Amounts) for each Terminated Transaction or group of Terminated Transactions for which a Market Quotation cannot be determined or would not (in the reasonable belief of the party making the determination) produce a commercially reasonable result. "Specified Entity" has the meaning specified in the Schedule. 16 17 "SPECIFIED INDEBTEDNESS" means, subject to the Schedule, any obligation (whether present or future, contingent or otherwise, as principal or surety or otherwise) in respect of borrowed money. "SPECIFIED TRANSACTION" means, subject to the Schedule, (a) any transaction (including an agreement with respect thereto) now existing or hereafter entered into between one party to this Agreement (or any Credit Support Provider of such party or any applicable Specified Entity of such party) and the other party to this Agreement (or any Credit Support Provider of such other party or any applicable Specified Entity of such other party) which is a rate swap transaction, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, currency swap transaction, cross-currency rate swap transaction, currency option or any other similar transaction (including any option with respect to any of these transactions), (b) any combination of these transactions and (c) any other transaction identified as a Specified Transaction in this Agreement or the relevant confirmation. "STAMP TAX" means any stamp, registration, documentation or similar tax. "TAX" means any present or future tax, levy, impost, duty, charge, assessment or fee of any nature (including interest, penalties and additions thereto) that is imposed by any government or other taxing authority in respect of any payment under this Agreement other than a stamp, registration, documentation or similar tax. "TAX EVENT" has the meaning specified in Section 5(b). "TAX EVENT UPON MERGER" has the meaning specified in Section 5(b). "TERMINATED TRANSACTIONS" means with respect to any Early Termination Date (a) if resulting from a Termination Event, all Affected Transactions and (b) if resulting from an Event of Default, all Transactions (in either case) in effect immediately before the effectiveness of the notice designating that Early Termination Date (or, if "Automatic Early Termination" applies, immediately before that Early Termination Date). "TERMINATION CURRENCY" has the meaning specified in the Schedule. "TERMINATION CURRENCY EQUIVALENT" means, in respect of any amount denominated in the Termination Currency, such Termination Currency amount and, in respect of any amount denominated in a currency other than the Termination Currency (the "Other Currency"), the amount in the Termination Currency determined by the party making the relevant determination as being required to purchase such amount of such Other Currency as at the relevant Early Termination Date, or, if the relevant Market Quotation or Loss (as the case may be), is determined as of a later date, that later date, with the Termination Currency at the rate equal to the spot exchange rate of the foreign exchange agent (selected as provided below) for the purchase of such Other Currency with the Termination Currency at or about 11:00 a.m. (in the city in which such foreign exchange agent is located) on such date as would be customary for the determination of such a rate for the purchase of such Other Currency for value on the relevant Early Termination Date or that later date. The foreign exchange agent will, if only one party is obliged to make a determination under Section 6(e), be selected in good faith by that party and otherwise will be agreed by the parties. "TERMINATION EVENT" means an Illegality, a Tax Event or a Tax Event Upon Merger or, if specified to be applicable, a Credit Event Upon Merger or an Additional Termination Event. "TERMINATION RATE" means a rate per annum equal to the arithmetic mean of the cost (without proof or evidence of any actual cost) to each party (as certified by such party) if it were to fund or of funding such amounts. "UNPAID AMOUNTS" owing to any party means, with respect to an Early Termination Date, the aggregate of (a) in respect of all Terminated Transactions, the amounts that became payable (or that would have become payable but for Section 2(a)(ii)) to such party under Section 2(a)(i) on or prior to such Early Termination Date and which remain unpaid as at such Early Termination Date and (b) in respect of each Terminated Transaction, for each obligation under Section 2(a)(i) which was (or would have been but for Section 2(a)(iii)) required to be settled by delivery to such party on or prior to such Early Termination Date and which has not been so settled as at such Early Termination Date, an amount equal to the fair market 17 18 value of that which was (or would have been) required to be delivered as of the originally scheduled date for delivery, in each case together with (to the extent permitted under applicable law) interest, in the currency of such amounts, from (and including) the date such amounts or obligations were or would have been required to have been paid or performed to (but excluding) such Early Termination Date, at the Applicable Rate. Such amounts of interest will be calculated on the basis of daily compounding and the actual number of days elapsed. The fair market value of any obligation referred to in clause (b) above shall be reasonably determined by the party obliged to make the determination under Section 6(e) or, if each party is so obliged, it shall be the average of the Termination Currency Equivalents of the fair market values reasonably determined by both parties. IN WITNESS WHEREOF the parties have executed this document on the respective dates specified below with effect from the date specified on the first page of this document. CREDIT SUISSE FIRST BOSTON BANKERS TRUST COMPANY ACTING AS TRUSTEE INTERNATIONAL FOR THE FLEET CREDIT CARD MASTER TRUST II - --------------------------------- ----------------------------------------- (Name of Party) (Name of Party) By: /s/ Michael Pringle By: /s/ Peter Becker ----------------------------- ------------------------------------- Name: Michael Pringle Name: Peter Becker Title: Attorney-In-Fact Title: Assistant Vice President Date: 24 August 2000 Date: 24 August 2000 By: /s/ Edmond Curtin ----------------------------- Name: Edmond Curtin Title: Director - Legal and Compliance Department Date: 24 August 2000 18 19 Exhibit 10.1 EXECUTION COPY SCHEDULE TO THE MASTER AGREEMENT dated as of August 25, 2000 between Credit Suisse First Boston International ("Party A"), and BANKERS TRUST COMPANY (the "Trustee") acting as trustee for The FLEET CREDIT CARD MASTER TRUST II ("Party B"), a trust formed pursuant to a pooling and servicing agreement dated as of December 1, 1993 and amended and restated on May 23, 1994 (as further amended and supplemented from time to time, the "Pooling and Servicing Agreement"), as supplemented by the Series 2000-C Supplement dated as of August 25, 2000 each between Fleet Bank (RI), National Association, as Seller and Servicer, and the Trustee (the Pooling and Servicing Agreement, as so supplemented, the "Trust Agreement"). Part 1. TERMINATION PROVISIONS In this Agreement: (a) "SPECIFIED ENTITY" shall not apply for purposes of this Agreement. (b) "SPECIFIED TRANSACTION" will have the meaning specified in Section 14 of this Agreement. (c) The "BREACH OF AGREEMENT" provisions of Section 5(a)(ii), the "Misrepresentation" provisions of Section 5(a)(iv), the "Default under Specified Transaction" provisions of Section 5(a)(v), the "Cross Default" provisions of Section 5(a)(vi), the "Merger Without Assumption" provisions of Section 5(a)(viii), the "Tax Event" provisions of Section 5(b)(ii), "Tax Event Upon Merger" provisions of Section 5(b)(iii), and the "Credit Event Upon Merger" provisions of Section 5(b)(iv) will not apply to Party A and will not apply to Party B. Solely with respect to payments required to be made by Party A relating to the Rapid Accumulation Period, the word "third" in the final line of Section 5(a)(i) shall be replaced with "12:00 noon New York City time of the first". 20 (d) The "AUTOMATIC EARLY TERMINATION" provisions of Section 6(a) will not apply to Party A and will not apply to Party B. (e) PAYMENTS ON EARLY TERMINATION. For the purpose of Section 6(e) of this Agreement, Market Quotation and the Second Method will apply; provided, however, that in the case of an Event of Default with respect to Party A as the Defaulting Party or a Termination Event with respect to Party A as the Affected Party, the related Settlement Amount, if negative, will be deemed to be zero if the Market Quotation cannot be determined. (f) MARKET QUOTATION. Notwithstanding anything to the contrary in the definition of Market Quotation in Section 14, in the case of an Event of Default with respect to Party A as the Defaulting Party or a Termination Event with respect to Party A as the Affected Party, the Market Quotation, if negative, will be deemed to be the negative quotation, if any, with the highest absolute value received from any Reference Market-maker, even if only one quotation is provided, with which Party B is able, using its best efforts, to enter into a Replacement Transaction even if Party B reasonably believes such Market Quotation would not produce a commercially reasonable result. (g) "REFERENCE MARKET-MAKER" will not have the meaning specified in Section 14, but will instead mean the following: "Reference Market-maker" means five leading dealers in the relevant market selected by the party determining the Market Quotation in good faith (a) from among dealers which are rated not lower than investment grade by Standard & Poor's Ratings Group, a division of McGraw-Hill, Inc. ("S&P") and Moody's Investor Services, Inc. ("Moody's") which satisfy the criteria that such party applies generally at that time in deciding whether to offer or make an extension of credit and (b) to the extent practicable, from among dealers having an office in the same city. (h) "TERMINATION CURRENCY" means United States Dollars ("USD"). Part 2. TAX REPRESENTATIONS. (a) PAYER TAX REPRESENTATIONS. For the purpose of Section 3(e) of this Agreement, Party A and Party B will each make the following representation: It is not required by any applicable law, as modified by the practice of any relevant governmental revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax from any payment (other than interest under Sections 2(e), 6(d)(ii) and 6(e) of this Agreement) to be made by it to the other party under this Agreement. In making this representation, it may rely on (i) the accuracy of any representation made by the other party pursuant to Section 3(f) of this Agreement, (ii) the 2 21 satisfaction of the agreement contained in Section 4(a)(i) or 4(a)(iii) of this Agreement and the accuracy and effectiveness of any document provided by the other party pursuant to Section 4(a)(i) and 4(a)(iii) of this Agreement; and (iii) the satisfaction of the agreement of the other party contained in Section 4(d) of this Agreement, provided that it shall not be a breach of this representation where reliance is placed on clause (ii) and the other party does not deliver a form or document under Section 4(a)(iii) by reason of material prejudice to its legal or commercial position. (b) PAYEE REPRESENTATIONS. For the purpose of Section 3(f) of this Agreement, Party A and Party B make the following representations: (i) The following representation will apply to Party B: For United States federal income tax purposes it is a "United States Person" as defined in Section 7701 (a)(30) of the Internal Revenue Code. (ii) The following representation will apply to Party A: For the purpose of Section 3(f) of this Agreement, Party A represents that it is fully eligible for the benefits of the "Business Profits" or "Industrial or Commercial Profits" provision, as the case may be, the "Interest" provision or the "Other Income" provision (if any) of the Specified Treaty with respect to any payment described in such provisions and received or to be received by it in connection with this Agreement that it is not effectively connected with its conduct of a trade or business in the Specified Jurisdiction and no such payment is attributable to a trade or business carried on by it through a permanent establishment in the Specified Jurisdiction. Party A further represents that each payment received or to be received by Party A in connection with this Agreement that is not eligible for the benefits of the Specified Treaty will be effectively connected with its conduct of a trade or business in the Specified Jurisdiction. Specified Treaty means the Convention Between the United States of America and the Government of the United Kingdom of Great Britain and Northern Ireland for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Income and Capital Gain. Specified Jurisdiction means the United States of America. 3 22 Part 3. AGREEMENT TO DELIVER DOCUMENTS. For the purpose of Sections 3(d), 4(a)(i) and (ii) of this Agreement, each party agrees to deliver the following documents, as applicable: (a) Tax forms, documents or certificates to be delivered are: 4 23
PARTY REQUIRED TO DATE BY WHICH COVERED BY SECTION DELIVER DOCUMENT FORM/DOCUMENT/CERTIFICATE TO BE DELIVERED 3(d) REPRESENTATION - ---------------- ------------------------- --------------- ------------------- Party B Any form or document that may be Promptly upon Yes reasonably requested, and that reasonable demand by Party B is eligible to provide, in the other party. order to allow the requesting party to make a payment without (or with reduced) withholding Tax. Party A An accurate and complete signed Within 30 days of Yes copy of each of Internal Revenue the execution and Service Form W-8 BEN Claiming delivery of this Treaty Benefits and all other Agreement, but in no related forms (including any event later than the certificate with respect thereto) date of the first as Party B may reasonably request, payment made by and two accurate and completed Party B to Party A signed copies of Internal Revenue in connection with Service Form W-8 ECI, and all other the Agreement and related forms (including any additionally, prior certificate with respect thereto) to the date on which as Party B may reasonably request. the first payment is to be made by Party B, with respect to each succeeding calendar year; and within the earlier of (i) 30 days of a change in circumstances that renders the forms previously delivered to Party B inaccurate or incomplete in any material respect or (ii) the first Party B Floating Amount Payment Date which falls after a change in circumstances that renders the forms previously delivered to Party B inaccurate or incomplete in any material respect.
5 24 (b) Other documents to be delivered are:
PARTY REQUIRED TO DATE BY WHICH TO BE COVERED BY DELIVER DOCUMENT FORM/DOCUMENT/CERTIFICATE DELIVERED SECTION 3(d) - ---------------- ------------------------- --------- ------------ Party A Opinions of internal Upon execution of No counsel for Party A this Agreement substantially in the form of Exhibit A and B to this Schedule Party A An Authority Upon execution of Yes Signatory Booklet of this Agreement Party A with respect to the signatory of this Agreement Party B An opinion of counsel Upon execution of No for Party B this Agreement substantially in the form of Exhibit C to this Schedule Party B An Authority Upon execution of Yes Signatory Booklet of this Agreement Party B with respect to the signatory of this Agreement Party B Documentary evidence Upon execution of Yes of authority of this Agreement Bankers Trust Company, as Trustee, to act on behalf of Party B
6 25 Part 4. MISCELLANEOUS. (a) ADDRESSES FOR NOTICES. For the purpose of Section 12(a): (1) Address for notices or communications to Party A (other than by facsimile): Address: Credit Suisse First Boston International One Cabot Square London E14 4QJ England Attention: (1) Head of Credit Risk Management; (2) Managing Director - Operations Department; (3) Managing Director - Legal Department Telex No.: 264521 Answerback: CSFBI G (For all purposes.) (2) For the purpose of facsimile notices or communications under this Agreement (other than a notice or communication under Section 5 or 6): Facsimile No.: 020 7888 2686 Attention: Managing Director - Legal Department Telephone number for oral confirmation of receipt of facsimile in legible form: 020 7888 2028 Designated responsible employee for the purposes of Section 12(a)(iii): Senior Legal Secretary Address for notices or communications to Party B: Bankers Trust Company Corporate Trust and Agency Group 4 Albany Street, 10th Floor New York, New York 10015 Attention: Structured Finance Team Telephone No.: (212) 250-2500 Facsimile No.: (212) 250-6439 7 26 (b) PROCESS AGENT. For the purpose of Section 13(c): Party A appoints as its Process Agent: Credit Suisse First Boston Corporation, Eleven Madison Avenue, New York, NY 10010 (Attention: General Counsel, Legal and Compliance Department). Party B appoints as its Process Agent: Not applicable. (c) OFFICES. The provisions of Section 10(a) will apply to this Agreement. (d) MULTIBRANCH PARTY. For the purpose of Section 10(c) of this Agreement. Party A is not a Multibranch Party. Party B is not a Multibranch Party. (e) CALCULATION AGENT. The Calculation Agent is the Trustee, unless otherwise specified in a Confirmation in relation to the relevant Transaction. (f) CREDIT SUPPORT DOCUMENT. Details of any Credit Support Document: In the case of Party A: Not applicable. In the case of Party B: Not applicable. (g) CREDIT SUPPORT PROVIDER. In relation to Party A: Not applicable In relation to Party B: Not applicable (h) GOVERNING LAW. This Agreement will be governed by and construed in accordance with the laws of the State of New York (without reference to choice of law doctrine but without prejudice to the provisions of Section 5-1401 of the General Obligations Law of the State of New York). (i) NETTING OF PAYMENTS. Subparagraph (ii) of Section 2(c) of this Agreement will apply to any of the Transactions, except that it will not apply to payments by each Party to the other if Party B so notifies Party A ten (10) days in advance of the date such Payments are due. (j) "AFFILIATE" will have the meaning specified in Section 14 of this Agreement, except that with respect to Party B there shall be deemed to be no Affiliates. 8 27 Part 5. OTHER PROVISIONS. (a) CONFIRMATION. Each Confirmation supplements, forms part of, and will be read and construed as one with, this Agreement. A form of Confirmation is set forth as Exhibit D hereto. (b) WAIVER OF TRIAL BY JURY. Each party waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any suit, action or proceeding relating to this Agreement. Each party (i) certifies that no representative, agent or attorney of the other party has represented, expressly or otherwise, that such other party would not, in the event of such a suit, action or proceeding, seek to enforce the foregoing waiver and (ii) acknowledges that it and the other party have been induced to enter this Agreement by, among other things, the mutual waivers and certifications in this Section. (c) NON-PETITION. Party A hereby agrees that it will not bring any action (whether in bankruptcy or otherwise) against Party B in any court prior to the date which is one year and one day after all Investor Certificates (as such term is defined in the Pooling and Servicing Agreement), including all collateral interests and class C interests, of Party B have been paid in full. (d) ASSIGNMENT. In the event the long-term, senior unsecured debt rating of Party A as provided for by S&P or Moody's is reduced to below BBB- or Baa3, respectively, or such ratings are withdrawn by either S&P or Moody's, Party A shall assign and delegate its rights and obligations under this Agreement to a replacement counterparty, at Party A's own cost, at the written direction of Party B. (e) PROVISION FOR PAYMENTS FROM PARTY B. Notwithstanding anything contained in this Agreement to the contrary, any amount required to be paid by Party B pursuant to this Agreement will be payable only to the extent provided in subsections 4.5(a)(ii) and 4.15(e) of the Trust Agreement (as each such term is defined in the Confirmation). Except as expressly provided in Part 5 (j) below, the Trustee shall not incur any liability in connection with this Agreement, and Party A shall not bring any claim whatsoever against the Trustee in its individual capacity or against the assets of the Trustee (other than the assets of the Trust). (f) DEFINITION OF TRUSTEE. For purposes of this Agreement the term "Trustee" shall mean Bankers Trust Company as trustee for Party B. (g) RELATIONSHIP BETWEEN PARTIES. Each party will be deemed to represent to the other party on the date on which it enters into this Agreement that (absent a written agreement between the parties that expressly imposes affirmative obligations to the contrary): (i) NON-RELIANCE. It is acting for its own account, and it has made its own independent decisions to enter into this Agreement and each Transaction and as to whether this 9 28 Agreement and each Transaction is appropriate or proper for it based upon its own judgment and upon advice from such advisers as it has deemed necessary. It is not relying on any communication (written or oral) of the other party as investment advice or as a recommendation to enter into this Agreement or Transaction; it being understood that information and explanations related to the terms and conditions of this Agreement and each Transaction shall not be considered investment advice or a recommendation to enter into this Agreement or Transaction. No communication (written or oral) received from the other party shall be deemed to be an assurance or guarantee as to the expected results of this Agreement or Transaction. (ii) ASSESSMENT AND UNDERSTANDING. It is capable of assessing the merits of and understanding (on its own behalf or through independent professional advice), and understands and accepts, the terms, conditions and risks of this Agreement and each Transaction. It is also capable of assuming, and assumes, the risks of this Agreement and each Transaction. (iii) STATUS OF PARTIES. The other party is not acting as a fiduciary for or as adviser to it in respect of this Agreement or Transaction. (h) ADDITIONAL REPRESENTATIONS. Each of Party A and Party B represents that it is an "eligible swap participant" as defined in Commodities Futures Trading Commission Rule 35.1(b)(2) (17 C.F.R. 35(b)(2)). (i) NEGATIVE INTEREST RATES. Party A and Party B agree that: if, with respect to a Calculation Period for a Transaction, a party ("X") is obligated to pay a Floating Amount that is a negative number (either by reason of a negative Floating Rate or the subtraction of a Spread from the Floating Rate), the Floating Amount with respect to X for that Calculation Period will be deemed to be zero, and the other party ("Y") will pay to X the absolute value of the negative Floating Amount, in addition to any amounts otherwise owed by Y to X, on the Payment Date such Floating Amount would have been payable if it had been a positive number. Any amounts paid by Y to X pursuant to this provision will be paid to such account as X may designate (unless Y gives timely notice of a reasonable objection to such designation) in the currency in which that Floating Amount would have been paid if it had been a positive number (and without regard to the currency in which Y is otherwise obligated to make payments). (j) LIMITED RECOURSE. It is expressly understood and agreed by the parties hereto that (i) this Agreement and each Transaction entered into pursuant to this Agreement is entered into by Bankers Trust Company, not individually or personally but solely as Trustee of the Fleet Credit Card Master Trust II (the "Trust") in the exercise of the powers and authority conferred and vested in it, (ii) the representations, undertakings and agreements herein made on the part of the Trust are made and intended not as personal representations, undertakings and agreements by the Trustee but are made and intended 10 29 for the purpose of binding only the Trust, (iii) nothing herein contained shall be construed as creating any liability on the Trustee on the part of the Trust, individually or personally, to perform any covenant of Party B either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties who are signatories to this Agreement and by any Persons claiming by, through or under such parties; provided, however, that the Trustee shall be liable in its individual capacity for its own willful misconduct or gross negligence and (iv) under no circumstances shall the Trustee be personally liable for the payment of any indebtedness or expenses of the Trust or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Trust under this Agreement. (k) SCOPE OF AGREEMENT. Any Specified Transaction (whether now existing or hereafter entered into) between the parties, the confirmation of which fails by its terms expressly to exclude application of this Agreement, shall be governed by and be subject to this Agreement. Any such confirmation shall be a "Confirmation", and any such Specified Transaction shall be a "Transaction", for all purposes of this Agreement. (l) DEFINITIONS. Unless otherwise specified in a Confirmation, this Agreement and each Transaction between the parties are subject to the 1991 ISDA Definitions as amended by the 1998 Supplement thereto as published by the International Swaps and Derivatives Association, Inc. (the "1991 Definitions"), and will be governed in all relevant respects by the provisions set forth in the 1991 Definitions, without regard to any amendment to the 1991 Definitions subsequent to the date hereof. The provisions of the 1991 Definitions are incorporated by reference in and shall be deemed a part of this Agreement, except that references in the 1991 Definitions to a "Swap Transaction" shall be deemed references to a "Transaction" for purposes of this Agreement. (m) CHANGE OF ACCOUNT. Section 2(b) of this Agreement is hereby amended by the addition of the following after the word "delivery" in the first line thereof: "to another account in the same legal and tax jurisdiction as the original account" (n) ADDITIONAL REPRESENTATIONS. Section 3 of the Agreement is hereby amended with the addition of the following representation: "(g) Party B represents and warrants to Party A, that this Agreement and the Transaction dated August 25, 2000 is the Interest Rate Swap and that Party A is the Swap Counterparty as such terms are defined in the Trust Agreement." 11 30 The parties executing this Schedule have executed the Master Agreement and have agreed as to the contents of this Schedule. CREDIT SUISSE FIRST BOSTON INTERNATIONAL By: /s/ Michael Pringle ----------------------- Name: Michael Pringle Title: Attorney-In-Fact By: /s/ Edmond Curtin --------------------- Name: Edmond Curtin Title: Director - Legal and Compliance Department FLEET CREDIT CARD MASTER TRUST II BANKERS TRUST COMPANY, solely in its capacity as trustee and not in its individual capacity By: /s/ Peter Becker -------------------- Name: Peter Becker Title: Assistant Vice President 12 31 EXHIBIT A TO SCHEDULE [FORM OF OPINION OF FOREIGN COUNSEL FOR PARTY A] 25 August 2000 To: Bankers Trust Company, acting as trustee for The Fleet Credit Card Master Trust II 4 Albany Street, 10th Floor New York, NY 10015 Dear Sirs, This Opinion is furnished to you pursuant to Part 3 of the Schedule to the ISDA Master Agreement, dated as of 25 August 2000 (the "Master Agreement") by and between Credit Suisse First Boston International ("CSFBi") and Bankers Trust Company, acting as trustee for The Fleet Credit Card Master Trust II (the "Company") and a confirmation dated 25 August 2000 (the "Specified Confirmation") between the Company and CSFBi, which supplements and forms part of the Master Agreement (the Master Agreement and the Specified Confirmation together the "Agreement"). I am delivering this Opinion, not in an individual capacity, but solely as an employee of CSFBi working, at present, as internal legal counsel in its Legal and Compliance Department. In giving this Opinion I have examined executed copies of the Agreement and of such documents, corporate records, certificates of public officials and other instruments certified or otherwise identified to my satisfaction and I have relied on information obtained from public records, officers of CSFBi and such other sources as I have deemed necessary or appropriate for the purposes of this Opinion. In giving this Opinion, I have assumed: (a) that the Agreement is within the capacity and power of the Company; (b) that the Agreement will be duly authorised, executed and delivered by the Company; (c) the genuineness of all signatures (other than the signature of CSFBi under the Agreement), the authenticity of all agreements, certificates, instruments, and documents examined by me and the conformity to the originals of all agreements, certificates, instruments and documents submitted to me as originals; (d) that all documents examined by me remain complete and up to date; (e) that insofar as any obligation falls to be performed in any jurisdiction outside England, its performance will not be illegal or ineffective by virtue of the laws of that jurisdiction; 32 (f) that words and expressions used in the Agreement would have the sam meaning and effect therein as if the Agreement were governed by English law; and (g) that the Agreement is legal, valid and binding under the law that governs it. Upon the basis of the foregoing and subject to the qualifications set out below, I am of the opinion that at the date hereof so far as the present laws of England are concerned: 1. CSFBi is a company incorporated in England and Wales with unlimited liability. It is currently a bank listed as an Authorised Institution under the Banking Act 1987; 2. save for obtaining the necessary authorisations under the provisions of the Financial Services Act, which authorisations have been obtained by CSFBi, CSFBi is not required to obtain any authorisation, consent, approval, exemption or licence from any governmental authority of England as a condition to the execution and delivery of the Agreement; 3. CSFBi has the requisite corporate power and authority to enter into the Agreement and to perform its obligations thereunder, and the Agreement has been duly authorised and duly executed and delivered by CSFBi and constitutes valid, binding and enforceable obligations of CSFBi; and 4. the obligations of CSFBi under the Agreement rank at least pari passu in priority of payment with all other unsecured unsubordinated obligations of CSFBi, excepting only those obligations preferred by operation of law. The Opinion set forth above is subject to the following qualifications:- (i) This Opinion is confined solely to the laws of England as in force at the date of this Opinion and I have made no investigation and no opinion is expressed or implied as to the laws of any other jurisdiction. I have assumed that no foreign law qualifies or affects my Opinion as set out above. This Opinion shall, itself, be construed and interpreted in accordance with the laws of England and Wales. (ii) As used in this Opinion, the term "enforceable" means that each obligation or document is of a type and form enforced by the English courts. The term does not address the extent to which a judgment obtained in a court outside England will be enforceable in England. Certain rights and obligations may be qualified by the nature of the remedies available in the English courts, the acceptance by such courts of jurisdiction, the power of such courts to stay proceedings, the provisions of the Limitation Act 1980, doctrines of good faith and fair conduct and laws based on those doctrines and other principles of law and equity of general application. (iii) This Opinion is subject to all insolvency and other laws affecting the rights of creditors generally. 2 33 (iv) Section 2(e) of the Master Agreement provides for interest to be paid on overdue amounts. Such interest may amount to a penalty under English law and may therefore not be recoverable. Under English law a contractual provision conferring or imposing a remedy or an obligation consequent upon default, particularly if it involves enforcing an additional pecuniary remedy (such as default or overdue interest) referrable to such default, might be held by an English court to be irrecoverable on the grounds that it is a penalty and thus void. The provision for liquidated damages will only be enforceable if the calculation is a genuine pre-estimate of the loss which will be suffered as a result of the relevant default, though the fact that any such provision was held to be void would not of itself prejudice the legality or validity of any other provision of the Agreement and if in the opinion of the court a provision for liquidated damages does not represent a genuine pre-estimate of loss and is therefore an unenforceable penalty, the court will apply the normal rules in relation to the calculation of damages. (v) I express no opinion as to the availability of any specific remedy other than monetary damages for the enforcement of any obligation of CSFBi and this Opinion should not be taken to imply that an English court will necessarily grant any remedy, the availability of which is subject to equitable considerations or which is otherwise in the discretion of the court and, in particular, orders for specific performance and injunctions, which are discretionary remedies under English law, will not be available where damages are considered by the court to be an adequate alternative remedy. (vi) An English court may stay proceedings brought in an English court if concurrent proceedings are being brought elsewhere. (vii) Any term of the Agreement may be amended orally by the parties despite Section 9(b) of the Master Agreement. (viii) The provisions of Section 11 of the Master Agreement which include an indemnity for the costs of litigation are subject to the discretion of the court to decide whether and to what extent a party to litigation should be awarded the costs incurred by it in connection with the litigation. (ix) Whilst in the event of any proceedings being brought in an English court in respect of a monetary obligation expressed to be payable in a currency other than pounds sterling of the United Kingdom, the court would have power to give judgment expressed as an order to pay such currency, it may decline to do so in its discretion, and an English court might not enforce the benefit of currency conversion clauses and may require that all claims or debts be converted into pounds sterling at an exchange rate determined by the court as at date relating to such proceeding, such as the date of commencement of winding-up. This Opinion is given to you, the Company, solely for your benefit and may not be relied upon by any other person for any purposes other than the entry into and performance of the Agreement. You are requested not to give copies to others without my prior written permission 3 34 except that copies may be released to your legal advisers and auditors for the purposes of information only on the strict understanding that I assume no responsibility whatsoever to them as a result or otherwise. In addition, a copy of this Opinion may be given to Moody's Investors Service Inc., Fitch, Inc. and Standard & Poor's Ratings Services for the purposes of information only, since I understand that they wish to know that an opinion has been given and to be made aware of its terms. However, I accept no responsibility to these rating agencies in respect of the contents of this Opinion. Yours faithfully CREDIT SUISSE FIRST BOSTON INTERNATIONAL EDMOND CURTIN, solicitor DIRECTOR - LEGAL & COMPLIANCE DEPARTMENT 4 35 EXHIBIT B TO SCHEDULE [FORM OF OPINION OF U.S. COUNSEL FOR PARTY B] August 25, 2000 Bankers Trust Company, acting as trustee for The Fleet Credit Card Master Trust II 4 Albany Street, 10th Floor New York, NY 10015 Dear Sirs: I am a Vice President of Credit Suisse First Boston Corporation, an affiliate of Credit Suisse First Boston International ("CSFBi"). At your request, I am delivering this opinion as counsel to CSFBi in connection with the Agreement (as defined below). Unless otherwise defined, capitalized terms used herein shall have the meanings assigned to such terms in the Agreement. For purposes of delivering the opinions set forth below, I have reviewed copies of the following documents: (i) ISDA Master Agreement dated as of August 25, 2000 (the "Master Agreement") between CSFBi and Bankers Trust Company, acting as trustee for The Fleet Credit Card Master Trust II (the "Counterparty"); and (ii) the Confirmation dated the date hereof (the "Confirmation") between CSFBi and the Counterparty constituting a part of the Master Agreement (which together with the Master Agreement is hereinafter referred to collectively as the "Agreement"). I have also examined originals, or copies certified or otherwise identified to my satisfaction, of such records of CSFBi, certificates of public officials, and such other documents as I have deemed necessary for purposes of this opinion. For purposes of delivering the opinions set forth below, I have assumed the genuineness of all signatures, the authenticity of all documents (including the Agreement) submitted to me as originals, the conformity to authentic original documents of documents submitted to me as certified, conformed or photostatted copies and the authority of the person signing and delivering all such documents. I have also assumed that the Counterparty is entering into the Agreement in order to manage economic risks arising by reason of fluctuations in market rates or prices and that the Agreement has been duly authorized, executed and delivered by CSFBi and is the legal, valid and binding obligation of CSFBi under English law. As to certain matters of fact, I have relied without additional investigation upon the documents examined or upon certificates and statements of officers of CSFBi. I have also assumed that only an interest rate swap transaction will be entered into under the Agreement. Based on the foregoing, and such other considerations of fact and law as I have deemed appropriate, I am of the opinion that: 36 1. The execution, delivery and performance of the Agreement by CSFBi do not contravene any provision of law and no authorizations of, exemptions by, or filings with, any governmental or other authority are required to be obtained or made by CSFBi in connection therewith. 2. Assuming that the Agreement has been duly authorized, executed and delivered by the Counterparty and is a legal, valid and binding obligation of the Counterparty, the Agreement will be a legal, valid and binding agreement of CSFBi, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, and other laws of general applicability relating to or affecting the enforcement of creditors' rights, and to general principles of equity, including without limitation those respecting the availability of specific performance, the enforcement of liquidated damages provisions and the ability to terminate an agreement or invoke a condition upon the occurrence of a default deemed immaterial (regardless of whether enforcement is sought in a proceeding in equity or at law). I do not express any opinion as to: (i) whether a money judgment granted by a court of the United States of America or of the State of New York would be rendered in a currency other than U.S. Dollars; and (ii) the enforceability of the provisions of Section 7 of the Master Agreement to the extent that a Transaction may be deemed a "general intangible" under the New York Uniform Commercial Code. The opinions given above are limited to matters concerning the federal laws of the United States of America and the laws of the State of New York as they exist as of the date hereof and no opinion is expressed as to the laws of any other jurisdiction. I express no opinion as to the antitrust, banking, commodities, environmental, securities, insurance (including financial guaranty insurance) or tax laws of any state or the United States of America. I expressly disclaim any duty to update the opinions contained herein. The undersigned is duly admitted to practice law in the State of New York and has issued this opinion as an employee of Credit Suisse First Boston Corporation acting as its internal company counsel and as counsel to CSFBi, and not in any other capacity. This opinion is solely for your benefit and may not be relied upon by any other person without my prior written consent, other than Moody's Investors Service, Inc., Fitch IBCA, Inc, and Standard & Poor's Ratings Services. Very truly yours, CREDIT SUISSE FIRST BOSTON CORPORATION Marie-Anne Clarke Vice President - Legal & Compliance Department 2 37 EXHIBIT C TO SCHEDULE [FORM OF OPINIONS OF COUNSEL FOR TRUSTEE] August 25, 2000 Moody's Investors Service, Inc. Credit Suisse First Boston Corporation 99 Church Street as Representative of the Underwriters New York, NY 10007 Eleven Madison Avenue New York, NY 10010-3629 Fitch IBCA, Inc. Merrill Lynch Pierce, Fenner & Smith One State Street Plaza Incorporated, New York, NY 10004 as the Initial Purchaser World Financial Center, North Tower New York, NY 10281-1310 Fleet Bank (RI), National Association Bankers Trust Company 101 Gibraltar Road Corporate Trust and Agency Group Horsham, PA 19044-2303 Four Albany Street New York, NY 10006 Credit Suisse First Boston International Standard & Poor's Rating Services One Cabot Square 55 Water Street London E14H4QJ New York, NY 10041 United Kingdom
Re: Fleet Credit Card Master Trust II Series 2000-C Class A 7.02% Asset Backed Certificates and Class B Floating Rate Asset Backed Certificates and Fleet Secured Note Trust 2000-C Floating Rate Secured Notes Ladies and Gentlemen: We have acted as counsel for Bankers Trust Company, in its capacities as Master Trust Trustee and as Indenture Trustee (the "Trustee") in connection with (i) the Amended and Restated Pooling and Servicing Agreement dated as of December 1, 1993, as amended and restated on May 23, 1994, as subsequently amended and supplemented from time to time, and as assigned by Advanta National Bank ("Advanta") to Fleet Bank (RI), National Association ("Fleet (RI)") pursuant to an Assignment and Assumption Agreement, dated as of February 20, 1998, among Advanta, Fleet (RI), Fleet Credit Card LLC, and the Trustee (the "Amended and Restated 38 Credit Suisse First Boston International August 25, 2000 Page 2 Pooling and Servicing Agreement") by and between Fleet (RI), as Seller and Servicer, and the Trustee, (ii) the Series 2000-C Supplement to the Amended and Restated Pooling and Servicing Agreement dated as of August 25, 2000 (the "Supplement" and together with the Amended and Restated Pooling and Servicing Agreement, the "Agreement") by and between Fleet (RI) and the Trustee, in its capacity as Master Trust Trustee, with respect to the issuance of the Fleet Credit Card Master Trust II (the "Trust"), Series 2000-C Class A 7.02% Asset Backed Certificates and Class B Floating Rate Asset Backed Certificates, (the "Certificates"), (iii) the Indenture dated as of August 25, 2000 by and between Fleet Secured Note Trust 2000-C, as Issuer, and the Trustee, in its capacity as Indenture Trustee, (the "Indenture") with respect to the issuance of the Fleet Secured Note Trust 2000-C Floating Rate Secured Notes (the "Notes") and (iv) the Interest Rate Swap Agreement dated as of August 25, 2000 (the "Swap Agreement") between Credit Suisse First Boston International and the Trustee on behalf of the Trust. In this connection, we have examined such certificates of public officials, such certificates of officers of the Trustee, and copies certified to our satisfaction of such corporate documents and records of the Trustee, and of such other papers, as we have deemed relevant and necessary for our opinion hereinafter set forth. We have relied upon such certificates of public officials and of officers of the Trustee with respect to the accuracy of material factual matters contained therein which were not independently established. In rendering the opinion expressed below, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as certified, conformed or photostatic copies. Based upon the foregoing, it is our opinion that: 1. The Trustee has been duly incorporated and is validly existing as a New York banking corporation under the laws of the State of New York and has the power and authority to enter into, and to take all action required of it under, the Agreement, the Indenture and the Swap Agreement. 2. The Transfer and Administration Agreement has been acknowledged by the Trustee and the Agreement, the Indenture and the Swap Agreement have been duly authorized, executed and delivered by the Trustee. 3. The Agreement and the Indenture constitute the legal, valid and binding obligations of the Trustee, enforceable against the Trustee in accordance with their respective terms, except as the enforceability thereof may be limited by (i) bankruptcy, insolvency, reorganization, or other similar laws affecting the enforcement of creditors' rights generally, as such laws would apply in the event of a bankruptcy, insolvency or reorganization or similar 39 Credit Suisse First Boston International August 25, 2000 Page 3 occurrence affecting the Trustee, and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). 4. The Certificates and the Notes have been duly authenticated and delivered by the Trustee. 5. The acknowledgment of the Transfer and Administration Agreement, the execution and delivery of the Agreement, the Indenture and the Swap Agreement and the performance by the Trustee of their respective terms do not conflict with or result in a violation of (A) any law or regulation of the United States of America or the State of New York governing the banking or trust powers of the Trustee, or (B) the charter or bylaws of the Trustee. 6. No approval, authorization or other action by, or filing with, any governmental authority of the United States of America or the State of New York having jurisdiction over the banking or trust powers of the Trustee is required in connection with the execution and delivery by the Trustee of the Agreement, the Indenture and the Swap Agreement and the acknowledgment of the Transfer and Administration Agreement or the performance by the Trustee of the terms of the Agreement, the Indenture or the Swap Agreement. We express no opinion as to matters governed by any law other than the law of the State of New York and the Federal law of the United States. Very truly yours, 40 [Letterhead of Orrick, Herrington & Sutcliffe LLP] August 25, 2000 Credit Suisse First Boston International One Cabot Square London E 14 4QJ United Kingdom Re: Fleet Credit Card Master Trust II (the "Trust"), Series 2000-C Ladies and Gentlemen: We have acted as special counsel for Fleet Bank (RI), National Association, a national banking association ("Fleet (RI)"), in connection with the Amended and Restated Pooling and Servicing Agreement, dated as of December 1, 1993, as amended and restated on May 23, 1994 and as thereafter amended and supplemented (the "Pooling and Servicing Agreement"), between Fleet (RI), as Seller and Servicer, and the Bankers Trust Company, as Trustee (the "Trustee") for the Fleet Credit Card Master Trust II (the "Trust"), and the Series 2000-C Supplement dated as of August 25, 2000 (the "Series 2000-C Supplement" and together with the Pooling and Servicing Agreement, the "Agreement"), between Fleet (RI), as Seller and Servicer, and the Trustee. Fleet (RI), as Seller and Servicer under the Agreement, has requested that we deliver this letter to you. Fleet (RI) proposes to cause the Trust on this date to sell $529,750,000 aggregate principal amount of Class A 7.02% Asset Backed Certificates, Series 2000-C (the "Class A Certificates") and, in connection therewith, the Seller and Servicer have directed the Trustee, on behalf of the Trust, to execute and deliver to Credit Suisse First Boston International, as swap counterparty (the "Swap Counterparty") the ISDA Master Agreement dated as of August 25, 2000 (the "Master Agreement") between the Swap Counterparty and Bankers Trust Company, acting as trustee for the Trust, the Schedule to the Master Agreement dated as of August 25, 2000 (the "Schedule") and the confirmation thereto also dated August 25, 2000 (the "Confirmation"). The Master Agreement, the Schedule and the Confirmation are, in this letter, collectively, the "Swap Agreement." 41 Credit Suisse First Boston International August 25, 2000 Page 2 For purposes of giving the opinion hereinafter set forth, we have examined executed or conformed counterparts, or copies otherwise proved to our satisfaction of the following, copies of which have been delivered to you: (i) the Pooling and Servicing Agreement; (ii) the Series 2000-C Supplement; (iii) the Swap Agreement; and (iv) such other documents as we have deemed necessary or appropriate as a basis for the opinion set forth below. We have obtained or have been furnished with, and have relied upon, such certificates, advices and assurances from public officials and others as we have deemed necessary or appropriate for purposes of this opinion. Based upon the foregoing, having regard to legal considerations which we deem relevant, and subject to the limitations set forth below, we are of the opinion that the Swap Agreement constitutes the legal, valid and binding obligation of the Trustee under the laws of the State of New York and the Swap Agreement is enforceable against the Trustee in accordance with its terms. With your permission, we have assumed the following: (i) the due authorization, execution and delivery by all parties thereto of all documents examined by us, including the Pooling and Servicing Agreement, the Series 2000-C Supplement and the Swap Agreement, (ii) that the Trustee and the Swap Counterparty each has the power and authority to enter into and perform all of its respective obligations under the Swap Agreement, (iii) that, as to the Swap Counterparty, the Swap Agreement is a legal, valid and binding obligation, enforceable in accordance with its terms under the laws of the State of New York and (iv) that the Trustee is duly incorporated and validly existing as a New York banking corporation. With your permission, we have assumed the following: (a) the authenticity of original documents and the genuineness of all signatures; (b) the conformity to the originals of all documents submitted to us as copies; and (c) the truth, accuracy and completeness of the information, factual matters, representations and warranties contained in the records, documents, instruments and certificates we have reviewed. We have further assumed that each of the parties to each of the documents described above fully complies with all of its obligations thereunder and that there are no arrangements, understandings or agreements among the parties relating to the Swap Agreement other than those evidenced by the documents described herein. 42 Credit Suisse First Boston International August 25, 2000 Page 3 Our opinion that any document is legal, valid, binding or enforceable in accordance with its terms is subject to: (1) limitations imposed by bankruptcy, insolvency, reorganization, receivership, conservatorship, liquidation, arrangement, fraudulent conveyance, moratorium or other laws relating to or affecting the enforcement of creditors' rights generally and the rights and remedies of creditors of national banking associations; (2) general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law; and (3) rights to indemnification and contribution which may be limited by applicable law or equitable principles or otherwise unenforceable as against public policy. We express no opinion as to the law of any jurisdiction other than the laws of the State of New York and the United States of America. This opinion is solely for your benefit and may not be relied upon or used by, circulated, quoted, or referred to, not may copies hereof be delivered to, any other person without our prior written approval. We disclaim any obligation to update this opinion letter for events occurring or coming to our attention after the date hereof. Very truly yours, ORRICK, HERRINGTON & SUTCLIFFE LLP 43 EXHIBIT D TO SCHEDULE Date: August 25, 2000 To: Bankers Trust Company, as Trustee, on behalf of Fleet Credit Card Master Trust II Telephone: (212) 250-6323 Telecopier: (212) 250-6439 From: CREDIT SUISSE FIRST BOSTON INTERNATIONAL One Cabot Square London E 14 4QJ United Kingdom Subject: Transaction The purpose of this communication is to set forth the terms and conditions of the swap transaction entered into on the Trade Date referred to below (the "Transaction"), between BANKERS TRUST COMPANY (the "Trustee"), as trustee on behalf of the FLEET CREDIT CARD MASTER TRUST II ("Party B"), but only as relates to the Series 2000-C Class A 7.02% Certificates (the "Trust") and CREDIT SUISSE FIRST BOSTON INTERNATIONAL ("Party A"). This communication constitutes a "Confirmation" as referred to in the Swap Agreement specified below. This Confirmation supplements, forms part of, and is subject to, the Master Agreement dated as of August 25, 2000 between Party A and Party B (the "Master Agreement"). All provisions contained in, or incorporated by reference to, such Master Agreement shall govern this Confirmation except as expressly modified below. This Confirmation and the Schedule to the Master Agreement (the "Schedule") each incorporate the definitions and provisions contained in (i) the 1991 ISDA Definitions (as supplemented by the 1998 Supplement) (as published by the International Swaps and Derivatives Association, Inc.) (the "Definitions"), without regard to any amendment to the Definitions subsequent to the date hereof, and (ii) the Series 2000-C Supplement dated as of August 25, 2000 (the "Supplement") to the Amended and Restated Pooling and Servicing Agreement dated as of December 1, 1993 as amended and restated on May 23, 1994 between Fleet Bank (RI), National Association, as Seller and Servicer, and Bankers Trust Company, as Trustee (as amended, the "Pooling and Servicing Agreement", together with the Supplement, the "Trust Agreement"), and relating to the Trust, Series 2000-C ("Series 2000-C") and, in particular, for the purposes hereof, the Class A 7.02% Asset Backed Certificates, Series 2000-C (the "Class A Certificates"). In the event of any inconsistency between the definitions in the Supplement and any of the Definitions, the Schedule or this Confirmation, the definitions in the Supplement will govern; in the event of any inconsistency between this Confirmation and either the Schedule or the Definitions, this 44 Confirmation will govern; and in the event of any inconsistency between the Schedule and the Definitions, the Schedule will govern. The terms of this particular Transaction to which this Confirmation relates are as follows: Trade Date: August 17, 2000 Effective Date: The Closing Date for Series 2000-C Termination Date: The Class A Expected Final Distribution Date; provided, however, that in the event that the Rapid Amortization Period commences as a result of a Trust Pay Out Event, the Termination Date will be the earlier of (i) the date on which the Notional Amount is zero and (ii) the Class A Expected Final Distribution Date. FIXED AMOUNTS: Fixed Rate Payer: Party A. Fixed Rate: 7.02% Fixed Amount for Initial Fixed Rate Payer Payment Date: $5,165,062.50 Fixed Amount: For each Fixed Rate Payer Payment Date other than the initial Fixed Rate Payer Payment Date, an amount calculated on a formula basis for that Fixed Rate Payer Payment Date as follows: Fixed Rate Fixed = Notional x Fixed Amount Amount Rate -------------------- 12 Fixed Rate Notional Amount: For the initial Fixed Rate Payer Payment Date, $529,750,000 (the initial outstanding principal balance of the Class A Certificates), and for each Fixed Rate Payer Payment Date thereafter the outstanding principal balance of Class A Certificates as of the Record Date immediately preceding such Fixed Rate Payer Payment Date Fixed Rate Payer Payment Dates: Each Transfer Date. Fixed Rate Day Count Fraction: 30/360.
45 FLOATING AMOUNTS: Floating Rate Payer: Party B. Calculation Periods: For the initial Floating Rate Payer Payment Date, the period from and including the Effective Date through the day preceding the first Distribution Date; and for each Floating Rate Payer Payment Date thereafter, each Calculation Period will be the period from and including the previous Distribution Date through the day preceding the current Distribution Date. Floating Rate Payer Payment Dates: Each Transfer Date. Floating Rate Option: USD-LIBOR-BBA; provided, however, that the last sentence of the definition of "USD-LIBOR-Reference Banks" is hereby amended to replace the penultimate use of "that Reset Date" with "the day that is two London Banking Days preceding that Reset Date." Reset Dates: Means, with respect to each Floating Rate Payer Payment Date after the initial Floating Rate Payer Payment Date, the first day of the related Calculation Period for such Floating Rate Payer Payment Date. Designated Maturity: One month. Floating Rate Spread: Floating Amount for Initial Floating Rate Payer Payment Date: Floating Rate Notional Amount: For the initial Floating Rate Payer Payment Date, $529,750,000 (the initial outstanding principal balance of the Class A Certificates), and for each Floating Rate Payer Payment Date thereafter the outstanding principal balance of the Class A Certificates as of the Record Date immediately preceding such Floating Rate Payer Payment Date. Floating Rate Day Count Fraction: Actual/360. Compounding: Not Applicable. Calculation Agent: Trustee.
46 Business Days: New York. Credit Support Document: Not Applicable. Other Provisions: The Servicer shall establish and maintain in the name of the Trustee for the benefit of the Class A Certificateholders, the interest reserve account (the "Interest Reserve Account"). If at any time during the Term of the Transaction, (i) the short-term debt rating of Party A is reduced below A-1 or is withdrawn by S&P, (ii) the short-term debt rating of Party A is reduced below F1+ or is withdrawn by Fitch, (iii) the long-term, senior unsecured debt rating of Party A is reduced below A- by S&P or is withdrawn by S&P or (iv) the long-term, senior unsecured debt rating of Party A is reduced below AA- by Fitch or is withdrawn by Fitch, then Party A will, within 30 days from the date of such reduction or withdrawal, fund the Interest Reserve Account in an amount equal to one-twelfth of the product of (a) the Fixed Rate and (b) the Fixed Rate Notional Amount as of the Record Date preceding such reduction or withdrawal (the "Required Interest Reserve Amount"); provided, however, that the failure of Party A to adequately fund the Interest Reserve Account within thirty days of such reduction or withdrawal shall not constitute an Event of Default pursuant to the provisions of subsection 5(a) or a Termination Event pursuant to the provisions of subsection 5(b). Party A shall treat the amount on deposit in the Interest Reserve Account as its money for tax purposes. After establishment of the Interest Reserve Account, in the event there shall occur an Early Termination Date as a result of an Event of Default with respect to Party A as the Defaulting Party or a Termination Event with respect to Party A as the Affected Party, the funds then contained in the Interest Reserve Account will be deposited into the Collection Account to the extent provided in the Supplement. Funds on deposit in the Interest Reserve Account shall be invested at the direction of Party A by the trustee in Eligible Investments. All interest and
47 earnings (net of losses and investment expenses) on the Interest Reserve Account shall be retained in the Interest Reserve Account (to the extent that the amount on deposit in the Interest Reserve Account is less than the Required Interest Reserve Amount) and the balance, if any, shall be distributed to Party A. Upon termination of the Interest Reserve Account as provided in the Supplement after payment of all amounts owing to the Series 2000-C Certificateholders that are payable from such account, the Trustee will release all amounts on deposit therein to Party A if on any Transfer Date subsequent to the increase of Party A's credit rating or ratings to the level that each of the following is true: Party A's short-term debt rating by S & P is not less than A-1 and by Fitch is not less the F1+ and Party A's long-term, senior unsecured debt rating is not less than A- by S & P, and is not less than AA- by Fitch, then, the Trustee at the direction of the Servicer, after the prior payment of all amounts owing to the Series 2000-C Certificateholders that are payable from the Interest Reserve Account, shall withdraw from the Interest Reserve Account and pay to Party A, the amount, if any, on deposit in the Interest Reserve Account. If Party B at the direction of the Servicer notifies Party A that netting of payments will not apply to any of the Transactions pursuant to Part 4(i) of the Schedule, each payment obligation of Party B under Section 2(a)(i) of the Master Agreement in respect of this Transaction shall be subject to the condition precedent that in respect of each such payment obligation each amount payable by Party A with respect to this Transaction shall be paid by Party A by 10:00 a.m., New York City time, on the relevant Fixed Rate Payer Payment Date. London Banking Day: London, England. Governing Law: New York. Offices: Party A is not a Multibranch Party.
48 Party B is not a Multibranch Party. Payment Instructions for Party A in USD: Payment Instructions for the Trust in USD:
RELATIONSHIP BETWEEN THE PARTIES Credit Suisse First Boston International is regulated by the Securities and Futures Authority and has entered into this transaction as principal. The time at which the above Transaction was executed will be notified to Party B on request. 49 Please confirm that the foregoing correctly sets forth the terms of our agreement with respect to the Transaction by signing in the space provided below and sending a copy of the executed Confirmation to us. It has been a pleasure working with you on this transaction and we look forward to working with you again in the future. Very truly yours, CREDIT SUISSE FIRST BOSTON INTERNATIONAL By its Agent: CSFB International Trading L.L.C. By: ----------------------------------- Name: Title: Agreed and Accepted by: FLEET CREDIT CARD MASTER TRUST II, BANKERS TRUST COMPANY, solely in its capacity as trustee and not in its individual capacity By: ----------------------------------- Name: Title: 50 [CREDIT SUISSE LOGO] CREDIT SUISSE FIRST BOSTON INTERNATIONAL One Cabot Square, Telephone 0207 888 2000 London E14 4QJ Facsimile 0207 888 4125/3862 Date: August 25, 2000 To: Bankers Trust Company, as Trustee, on behalf of Fleet Credit Card Master Trust II Telephone: (212) 250-6323 Telecopier: (212) 250-6439 From: CREDIT SUISSE FIRST BOSTON INTERNATIONAL One Cabot Square London E 14 4QJ United Kingdom Subject: Transaction The purpose of this communication is to set forth the terms and conditions of the Transaction entered into on the Trade Date referred to below (the "Transaction"), between BANKERS TRUST COMPANY (the "Trustee"), as trustee on behalf of the FLEET CREDIT CARD MASTER TRUST II ("Party B"), but only as relates to the Series 2000-C Class A 7.02% Certificates (the "Trust") and CREDIT SUISSE FIRST BOSTON INTERNATIONAL ("Party A"). This communication constitutes a "Confirmation" as referred to in the Swap Agreement specified below. This Confirmation supplements, forms part of, and is subject to, the Master Agreement dated as of August 25, 2000 between Party A and Party B (the "Master Agreement"). All provisions contained in, or incorporated by reference to, such Master Agreement shall govern this Confirmation except as expressly modified below. This Confirmation and the Schedule to the Master Agreement (the "Schedule") each incorporate the definitions and provisions contained in (i) the 1991 ISDA Definitions (as supplemented by the 1998 Supplement) (as published by the International Swaps and Derivatives Association, Inc.) (the "Definitions"), without regard to any amendment to the Definitions subsequent to the date hereof, and (ii) the Series 2000-C Supplement dated as of August 25, 2000 (the "Supplement") to the Amended and Restated Pooling and Servicing Agreement dated as of December 1, 1993 as amended and restated on May 23, 1994 between Fleet Bank (RI), National Association, as Seller and Servicer, and Bankers Trust Company, as Trustee (as amended, the "Pooling and Servicing Agreement", together with the Supplement, the "Trust Agreement"), and relating to the Trust, Series 2000-C ("Series 2000-C") and, in particular, for the purposes hereof, the Class A 7.02% Asset Backed Certificates, Series 2000-C (the "Class A Certificates"). In the 51 [CREDIT SUISSE LOGO] event of any inconsistency between the definitions in the Supplement and any of the Definitions, the Schedule or this Confirmation, the definitions in the Supplement will govern; in the event of any inconsistency between this Confirmation and either the Schedule or the Definitions, this Confirmation will govern; and in the event of any inconsistency between the Schedule and the Definitions, the Schedule will govern. The terms of this particular Transaction to which this Confirmation relates are as follows: Trade Date: August 17, 2000 Effective Date: The Closing Date for Series 2000-C Termination Date: The Class A Expected Final Distribution Date; provided, however, that in the event that the Rapid Amortization Period commences as a result of a Trust Pay Out Event, the Termination Date will be the earlier of (i) the date on which the Notional Amount is zero and (ii) the Class A Expected Final Distribution Date. FIXED AMOUNTS: Fixed Rate Payer: Party A. Fixed Rate: 7.02% Fixed Amount for Initial Fixed Rate Payer Payment Date: $5,165,062.50 Fixed Amount: For each Fixed Rate Payer Payment Date other than the initial Fixed Rate Payer Payment Date, an amount calculated on a formula basis for that Fixed Rate Payer Payment Date as follows: Fixed Rate Fixed = Notional x Fixed Amount Amount Rate -------------------- 12 Fixed Rate Notional Amount: For the initial Fixed Rate Payer Payment Date, $529,750,000 (the initial outstanding principal balance of the Class A Certificates), and for each Fixed Rate Payer Payment Date thereafter the outstanding principal balance of Class A Certificates as of the Record Date immediately preceding such Fixed Rate Payer Payment Date
-2- 52 [CREDIT SUISSE LOGO] Fixed Rate Payer Payment Dates: Each Transfer Date. Fixed Rate Day Count Fraction: 30/360. FLOATING AMOUNTS: Floating Rate Payer: Party B. Calculation Periods: For the initial Floating Rate Payer Payment Date, the period from and including the Effective Date through the day preceding the first Distribution Date; and for each Floating Rate Payer Payment Date thereafter, each Calculation Period will be the period from and including the previous Distribution Date through the day preceding the current Distribution Date. Floating Rate Payer Payment Dates: Each Transfer Date. Floating Rate Option: USD-LIBOR-BBA; provided, however, that the last sentence of the definition of "USD-LIBOR-Reference Banks" is hereby amended to replace the penultimate use of "that Reset Date" with "the day that is two London Banking Days preceding that Reset Date." Reset Dates: Means, with respect to each Floating Rate Payer Payment Date after the initial Floating Rate Payer Payment Date, the first day of the related Calculation Period for such Floating Rate Payer Payment Date. Designated Maturity: One month. Floating Rate Spread: Floating Amount for Initial Floating Rate Payer Payment Date: Floating Rate Notional Amount: For the initial Floating Rate Payer Payment Date, $529,750,000 (the initial outstanding principal balance of the Class A Certificates), and for each Floating Rate Payer Payment Date thereafter the outstanding principal balance of the Class A Certificates as of the Record Date
-3- 53 [CREDIT SUISSE LOGO] immediately preceding such Floating Rate Payer Payment Date. Floating Rate Day Count Fraction: Actual/360. Compounding: Not Applicable. Calculation Agent: Trustee. Business Days: New York. Credit Support Document: Not Applicable.
-4- 54 [CREDIT SUISSE LOGO] Other Provisions: The Servicer shall establish and maintain in the name of the Trustee for the benefit of the Class A Certificateholders, the interest reserve account (the "Interest Reserve Account"). If at any time during the Term of the Transaction, (i) the short-term debt rating of Party A is reduced below A-1 or is withdrawn by S&P, (ii) the short-term debt rating of Party A is reduced below F1+ or is withdrawn by Fitch, (iii) the long-term, senior unsecured debt rating of Party A is reduced below A- by S&P or is withdrawn by S&P or (iv) the long-term, senior unsecured debt rating of Party A is reduced below AA- by Fitch or is withdrawn by Fitch, then Party A will, within 30 days from the date of such reduction or withdrawal, fund the Interest Reserve Account in an amount equal to one-twelfth of the product of (a) the Fixed Rate and (b) the Fixed Rate Notional Amount as of the Record Date preceding such reduction or withdrawal (the "Required Interest Reserve Amount"); provided, however, that the failure of Party A to adequately fund the Interest Reserve Account within thirty days of such reduction or withdrawal shall not constitute an Event of Default pursuant to the provisions of subsection 5(a) or a Termination Event pursuant to the provisions of subsection 5(b). Party A shall treat the amount on deposit in the Interest Reserve Account as its money for tax purposes. After establishment of the Interest Reserve Account, in the event there shall occur an Early Termination Date as a result of an Event of Default with respect to Party A as the Defaulting Party or a Termination Event with respect to Party A as the Affected Party, the funds then contained in the Interest Reserve Account will be deposited into the Collection Account to the extent provided in the Supplement. Funds on deposit in the Interest Reserve Account shall be invested at the direction of Party A by the trustee in Eligible Investments. All interest and earnings (net of losses and investment expenses) on the Interest Reserve Account shall be
-5- 55 [CREDIT SUISSE LOGO] retained in the Interest Reserve Account (to the extent that the amount on deposit in the Interest Reserve Account is less than the Required Interest Reserve Amount) and the balance, if any, shall be distributed to Party A. Upon termination of the Interest Reserve Account as provided in the Supplement after payment of all amounts owing to the Series 2000-C Certificateholders that are payable from such account, the Trustee will release all amounts on deposit therein to Party A if on any Transfer Date subsequent to the increase of Party A's credit rating or ratings to the level that each of the following is true: Party A's short-term debt rating by S & P is not less than A-1 and by Fitch is not less the F1+ and Party A's long-term, senior unsecured debt rating is not less than A- by S & P, and is not less than AA- by Fitch, then, the Trustee at the direction of the Servicer, after the prior payment of all amounts owing to the Series 2000-C Certificateholders that are payable from the Interest Reserve Account, shall withdraw from the Interest Reserve Account and pay to Party A, the amount, if any, on deposit in the Interest Reserve Account. If Party B at the direction of the Servicer notifies Party A that netting of payments will not apply to any of the Transactions pursuant to Part 4(i) of the Schedule, each payment obligation of Party B under Section 2(a)(i) of the Master Agreement in respect of this Transaction shall be subject to the condition precedent that in respect of each such payment obligation each amount payable by Party A with respect to this Transaction shall be paid by Party A by 10:00 a.m., New York City time, on the relevant Fixed Rate Payer Payment Date. London Banking Day: London, England. Governing Law: New York. Offices: Party A is not a Multibranch Party. Party B is not a Multibranch Party.
-6- 56 [CREDIT SUISSE LOGO] Payment Instructions for Party A in USD: Payment Instructions for the Trust in USD:
RELATIONSHIP BETWEEN THE PARTIES Credit Suisse First Boston International is regulated by the Securities and Futures Authority and has entered into this transaction as principal. The time at which the above Transaction was executed will be notified to Party B on request. -7- 57 [CREDIT SUISSE LOGO] CREDIT SUISSE FIRST BOSTON INTERNATIONAL One Cabot Square, Telephone 0207 888 2000 London E14 4QJ Facsimile 0207 888 4125/3862 Please confirm that the foregoing correctly sets forth the terms of our agreement with respect to the Transaction by signing in the space provided below and sending a copy of the executed Confirmation to us. It has been a pleasure working with you on this transaction and we look forward to working with you again in the future. Very truly yours, CREDIT SUISSE FIRST BOSTON INTERNATIONAL, By its Agent: CSFB INTERNATIONAL TRADING L.L.C. By: /s/ Ricardo Harewood ------------------------------------- Name: Ricardo Harewood Title: Assistant Vice President Agreed and Accepted by: FLEET CREDIT CARD MASTER TRUST II, BANKERS TRUST COMPANY, solely in its capacity as trustee and not in its individual capacity By: /s/ Peter Becker ------------------------------- Name: Peter Becker Title: Assistant Vice President -----END PRIVACY-ENHANCED MESSAGE-----