-----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, QreCr4vJdamjguccCK14ntaOOGAFM1hYIxlwuDdvqAIMFoGxrLLCJBarJTQPALUI RnUrsNlUEQa8S0fmPmMx1A== 0000893220-02-000390.txt : 20020415 0000893220-02-000390.hdr.sgml : 20020415 ACCESSION NUMBER: 0000893220-02-000390 CONFORMED SUBMISSION TYPE: S-3/A PUBLIC DOCUMENT COUNT: 12 FILED AS OF DATE: 20020329 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FLEET CREDIT CARD FUNDING TRUST CENTRAL INDEX KEY: 0001170188 FILING VALUES: FORM TYPE: S-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-73728-02 FILM NUMBER: 02595124 BUSINESS ADDRESS: STREET 1: 300 N WAKEFIELD AVENUE CITY: NEWARK STATE: DE ZIP: 19072 BUSINESS PHONE: 3022665600 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FLEET CREDIT CARD MASTER TRUST II CENTRAL INDEX KEY: 0000924992 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 050495490 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-73728-01 FILM NUMBER: 02595125 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 S-3/A 1 w52666a1s-3a.txt AMENDMENT NO. 1 TO FORM S-3 FLEET CREDIT CARD AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 29, 2002 REGISTRATION NOS. 333-73728 AND 333-73728-01 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------------- AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------------- FLEET CREDIT CARD MASTER TRUST II (ISSUER OF SECURITIES) FLEET CREDIT CARD FUNDING TRUST (DEPOSITOR TO THE TRUST DESCRIBED HEREIN) (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 23-3101310 (STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER OF ORGANIZATION) IDENTIFICATION NUMBER)
300 NORTH WAKEFIELD DRIVE SUITE: DE EH 60002 P NEWARK, DELAWARE 19702 (302) 266-5004 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) LINDA MORRIS, ESQ. VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL FLEET CREDIT CARD FUNDING TRUST PA EH 066 02L 680 BLAIR MILL ROAD HORSHAM, PENNSYLVANIA 19044 (215) 444-2339 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) COPIES TO: CAMERON L. COWAN, ESQ. ORRICK, HERRINGTON & SUTCLIFFE LLP WASHINGTON HARBOUR 3050 K STREET, N.W. WASHINGTON, D.C. 20007 (202) 339-8400 APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to time after this Registration Statement becomes effective as determined by market conditions. If any of the securities being registered on this Form are to be offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [X] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering. [ ] If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering. [ ] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ] --------------------- CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------------------------------- PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT TO BE AGGREGATE AGGREGATE AMOUNT OF TITLE OF SECURITIES TO BE REGISTERED REGISTERED(1)(2)(3) PRICE PER UNIT(4) OFFERING PRICE(4) REGISTRATION FEE(5) - --------------------------------------------------------------------------------------------------------------------------------- Asset-Backed Certificates.................... $6,024,250,000 100% $6,024,250,000 $554,231 - --------------------------------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------------------------
(1) This Registration Statement registers an indeterminate amount of Asset-Backed Certificates that are to be offered or sold in market-making activities by affiliates of the Registrants. (2)With respect to any securities issued with original issue discount, the amount to be registered is calculated based on the initial public offering price thereof. (3)With respect to any securities denominated in any foreign currency, the amount to be registered shall be the U.S. dollar equivalent thereof based on the prevailing exchange rate at the time such security is first offered. (4) Estimated solely for the purpose of calculating the registration fee. (5)$250 of the registration fee was previously paid with the initial filing of this Registration Statement. In addition, $296,802 of the registration fee for this Registration Statement is being offset, pursuant to Rule 457(p) of the General Rules and Regulations under the Securities Act of 1933, as amended, by registration fees paid in connection with unsold Asset-Backed Certificates. The unsold Asset-Backed Certificates were registered by Registration Statement No. 333-38650 with an initial filing date of June 6, 2000. The registrant on the prior Registration Statement was Fleet Bank (RI), National Association. Fleet Credit Card Funding Trust, the current registrant, is a majority-owned subsidiary of Fleet Bank (RI), National Association. THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL SUBSEQUENTLY BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- THE INFORMATION IN THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT SELL THESE CERTIFICATES UNTIL WE DELIVER A FINAL PROSPECTUS SUPPLEMENT AND AN ACCOMPANYING PROSPECTUS. THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS ARE NOT AN OFFER TO SELL NOR ARE THEY SEEKING AN OFFER TO BUY THESE CERTIFICATES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED. REPRESENTATIVE FORM OF PROSPECTUS SUPPLEMENT SUBJECT TO COMPLETION DATED MARCH , 2002 PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED , 200 [FLEET LOGO] FLEET CREDIT CARD MASTER TRUST II ISSUER FLEET CREDIT CARD FUNDING TRUST TRANSFEROR FLEET BANK (RI), NATIONAL ASSOCIATION SERVICER $ CLASS A FLOATING RATE ASSET-BACKED CERTIFICATES, SERIES 200 - $ CLASS B FLOATING RATE ASSET-BACKED CERTIFICATES, SERIES 200 -
CLASS A CERTIFICATES CLASS B CERTIFICATES -------------------- -------------------- Certificate rate One-Month LIBOR plus % annually One-Month LIBOR plus % annually Interest paid Monthly, beginning Monthly, beginning , 200 , 200 Expected final distribution date , 200 , 200 Legal final maturity , 200 , 200 Price to public per certificate % % Underwriting discount per % % certificate Proceeds to transferor per % % certificate
The total price to public is $ . The total amount of the underwriting discount is $ . The total amount of proceeds plus accrued interest and before deduction of expenses is $ . CONSIDER CAREFULLY THE RISK FACTORS BEGINNING ON PAGE S-6 IN THIS PROSPECTUS SUPPLEMENT AND PAGE 8 IN THE PROSPECTUS. The certificates are not deposits and neither the certificates nor the underlying accounts or receivables are insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency. The certificates will represent interests in the trust only and will not represent interests in or obligations of Fleet Bank (RI), National Association, Fleet Credit Card Funding Trust or any of their affiliates. CREDIT ENHANCEMENT: - - The Class B certificates will be subordinated to the Class A certificates. - - The trust is also issuing a collateral interest in the amount of $ . The collateral interest will be subordinated to both the Class A certificates and the Class B certificates. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THESE CERTIFICATES OR DETERMINED THAT THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. This prospectus supplement and the accompanying prospectus may be used by Fleet Securities, Inc. or another affiliate of Fleet Credit Card Funding Trust in connection with offers and sales of the certificates in market-making transactions. Underwriters of the Class A Certificates A CO. B CO. C CO. Underwriters of the Class B Certificates A CO. B CO. , 200 IMPORTANT NOTICE ABOUT INFORMATION PRESENTED IN THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS We provide information to you about the certificates in two separate documents that progressively provide more detail: (a) the accompanying prospectus, which provides general information, some of which may not apply to your series and (b) this prospectus supplement, which describes the specific terms of your series. This prospectus supplement may be used to sell the Class A certificates and the Class B certificates only if accompanied by the prospectus. This prospectus supplement and the prospectus relate to the offering of Class A certificates and Class B certificates only. The collateral interest is not offered by this prospectus supplement and prospectus. IF THE TERMS OF YOUR CERTIFICATES DESCRIBED IN THIS PROSPECTUS SUPPLEMENT VARY FROM THE TERMS DESCRIBED IN THE ACCOMPANYING PROSPECTUS, YOU SHOULD RELY ON THE INFORMATION IN THIS PROSPECTUS SUPPLEMENT. We include cross references in this prospectus supplement and the accompanying prospectus to captions in these materials where you can find further related discussions. The following table of contents and the table of contents in the accompanying prospectus provide the pages on which these captions are located. You can find a listing of the pages where terms used in this prospectus supplement and the accompanying prospectus are defined under the caption "Index of Principal Terms" beginning on page S-49 in this document and under the caption "Index of Principal Terms" on page 79 in the accompanying prospectus. ---------------------- TABLE OF CONTENTS
PAGE ---- Summary of Terms...................... S-1 The Trust........................... S-1 The Trustee......................... S-1 The Bank............................ S-1 Transferor.......................... S-1 Servicer............................ S-1 The Receivables..................... S-1 Offered Securities.................. S-1 Certificates..................... S-1 Distribution Dates............... S-1 Interest......................... S-2 Principal........................ S-2 The Collateral Interest............. S-2 Credit Enhancement.................. S-2 Subordination of Classes......... S-2 The Transferors' Interest........... S-2 Allocations......................... S-3 Among Series..................... S-3 Among Classes.................... S-3 Application of Collections.......... S-3 Finance Charge Collections....... S-3 Excess Spread and Excess Finance Charges........................ S-3 Principal Collections............ S-4 Pay Out Events...................... S-4 Optional Repurchase................. S-5 Registration........................ S-5 Tax Status.......................... S-5 ERISA Considerations................ S-5 Certificate Ratings................. S-5 Exchange Listing.................... S-5 Additional Information.............. S-5 Risk Factors.......................... S-6 Ability To Resell Series 200 - Certificates Not Assured......... S-6 Credit Enhancement May Not Be Sufficient To Prevent Loss....... S-6 Class B Certificates Are Subordinated To The Class A Certificates; Trust Assets May Be Diverted From Class B To Pay Class A.......................... S-6 Ratings Can Be Lowered Or Withdrawn After You Purchase Your Certificates And The Market Value Of Your Certificates May Be Reduced.......................... S-7 Introduction.......................... S-8
PAGE ---- The Bank's Credit Card Activities..... S-9 General............................. S-9 Finance Charges..................... S-9 Delinquency and Loss Experience..... S-9 Interchange......................... S-11 Litigation.......................... S-11 The Receivables....................... S-11 Maturity Assumptions.................. S-14 Receivable Yield Considerations....... S-16 Description of the Certificates....... S-17 General............................. S-17 Registration of Certificates........ S-19 Interest Payments................... S-19 Principal Payments.................. S-22 Postponement of Accumulation Period........................... S-24 Subordination....................... S-24 Allocation Percentages.............. S-25 Reallocation of Cash Flows.......... S-28 Application of Collections.......... S-30 Principal Funding Account........... S-35 Reserve Account..................... S-36 Paired Series....................... S-37 Shared Collections of Principal Receivables...................... S-37 Allocation of Investor Default Amount........................... S-38 Optional Repurchase................. S-39 Pay Out Events...................... S-40 Servicing Compensation and Payment of Expenses...................... S-42 Federal Income Tax Consequences....... S-43 ERISA Considerations.................. S-43 General............................. S-43 Class A Certificates................ S-43 Class B Certificates................ S-45 Consultation with Counsel........... S-46 Underwriting.......................... S-46 Legal Matters......................... S-48 Index of Principal Terms.............. S-49 ANNEX I: OTHER SERIES ISSUED.......... I-1 ANNEX II: RECEIVABLES IN ADDITIONAL ACCOUNTS CONVEYED TO THE TRUST...... II-1
i SUMMARY OF TERMS This summary highlights selected information from this document and does not contain all of the information that you need to consider in making your investment decision. This summary provides general, simplified descriptions of matters which, in some cases, are highly technical and complex. More detail is provided in other sections of this document and in the prospectus. Do not rely upon this summary for a full understanding of the matters you need to consider in connection with any potential investment in the certificates. To understand all of the terms of the offering of the Series 200 - certificates, read carefully this entire document and the accompanying prospectus. THE TRUST Fleet Credit Card Master Trust II will issue the certificates. The trust has issued numerous series of certificates, will issue the Series 200 - certificates and expects to issue additional series. The certificates of each series will represent an ownership interest in the assets of the trust. THE TRUSTEE The trustee is Bankers Trust Company. You may obtain information regarding the certificates by telephoning the trustee at (800) 735-7777. THE BANK Fleet Bank (RI), National Association is the owner of the revolving credit card accounts. The bank sells the receivables in the accounts to Fleet Credit Card Funding Trust. The bank is a special purpose credit card bank. Its principal offices are located at 111 Westminster Street, Providence, Rhode Island 02903. The telephone number is (401) 278-5451. TRANSFEROR As transferor, Fleet Credit Card Funding Trust purchases the receivables from the bank and transfers the receivables to the trust. SERVICER The bank is the servicer. As the servicer, the bank collects payments on the receivables and allocates the collections among the interests in the trust. THE RECEIVABLES The primary assets of the trust are receivables in VISA(R) and MasterCard(R)(1) revolving credit card accounts. The receivables consist of principal receivables and finance charge receivables. The following information is as of , 200 : - - Principal receivables in the trust: $ . - - Finance charge receivables in the trust: $ . - - Accounts designated to the trust: . See "The Receivables" in this prospectus supplement. OFFERED SECURITIES CERTIFICATES Fleet Credit Card Master Trust II is offering: - - $ of Class A certificates; and - - $ of Class B certificates. The Series 200 - certificates include both Class A and Class B. Beneficial interests in these certificates may be purchased in minimum denominations of $1,000 and integral multiples of $1,000. The transferor expects that the trust will issue the Series 200 - certificates on , 200 . DISTRIBUTION DATES The first distribution date will be , 200 . Distribution dates for the Series 200 - certificates will be the 15th day of each month if the 15th day is a business day. If the 15th is not a business day, the distribution date will be the following business day. - ------------ (1) VISA(R) and MasterCard(R) are federally registered servicemarks of VISA U.S.A., Inc. and MasterCard International Inc., respectively. S-1 INTEREST Interest on the Series 200 - certificates will be paid on each distribution date. Class A The Class A certificates will bear interest at LIBOR as determined each month plus % per annum. Class B The Class B certificates will bear interest at LIBOR as determined each month plus % per annum. PRINCIPAL The transferor expects that principal on the Series 200 - certificates will be distributed on the date noted below; however, principal may, in fact, be distributed earlier or later. You will not be entitled to any premium for early or late payment of principal. If certain adverse events known as pay out events occur, principal may be distributed earlier than expected. If collections of the credit card receivables are less than expected or are collected more slowly than expected, then principal repayment may be delayed. Class A The transferor expects that principal of the Class A certificates will be distributed on the 200 distribution date. Class B The transferor expects that principal of the Class B certificates will be distributed on the , 200 distribution date; however, no principal will be paid on the Class B certificates unless the Class A certificates are paid in full. Accumulation Period We are scheduled to begin accumulating collections of principal receivables on , 200 for later distribution to you. The servicer may, however, elect to delay the beginning of the accumulation period to a date not later than , 200 . See "Description of the Certificates--Principal Payments," and "--Postponement of Accumulation Period" in this prospectus supplement. Legal Final Maturity If the Series 200 - certificates are not paid on their expected final distribution dates, collections of receivables will continue to be used to pay principal on the Series 200 - certificates until the certificates are paid or until , 200 , whichever occurs first. , 200 is the legal final maturity date for Series 200 - . See "Maturity Assumptions," and "Description of the Certificates--Allocation Percentages," and "--Principal Payments" in this prospectus supplement. THE COLLATERAL INTEREST At the same time as the Series 200 - certificates are issued, the trust will issue an undivided interest in the trust called a collateral interest in the amount of $ as part of Series 200 - . The holder of the collateral interest will have voting and certain other rights as if the collateral interest were a subordinated class of certificates. The collateral interest is not offered by this document. CREDIT ENHANCEMENT SUBORDINATION OF CLASSES The collateral interest and the Class B certificates are subordinated to the Class A certificates. The collateral interest is also subordinated to the Class B certificates. See "Description of the Certificates--Reallocation of Cash Flow" and "--Allocation of Investor Default Amount" in this prospectus supplement. THE TRANSFERORS' INTEREST The interest in the trust not represented by your series or by any other series is the transferors' interest. The transferors' interest is held by Fleet Credit Card Funding Trust. Fleet Credit Card Funding Trust may sell a portion of the transferors' interest to other investors. If a portion of the transferors' interest is sold to anyone other than the transferor or its affiliates, the interest will be represented by a supplemental certificate. No supplemental certificates are currently outstanding. The transferors' interest does not provide credit enhancement for your series or any other series. S-2 ALLOCATIONS AMONG SERIES Each month the bank, as servicer, will allocate collections received among: - - Series 200 - ; - - other outstanding series; and - - the transferors' interest in the trust. The amount allocated to your series will generally be determined based upon the ratio of the invested amount of your series to the total amount of principal receivables in the trust and any balances in the trust's excess funding account. You are entitled to receive payments of interest and principal only from collections and other trust assets allocated to your series. The invested amount is the primary basis for allocations to your series. The invested amount is the sum of the Class A invested amount, the Class B invested amount and the collateral invested amount. At the time of issuance of the Series 200 - certificates, the invested amount for Series 200 - will be $ . AMONG CLASSES From the amounts allocated to your series, the servicer will further allocate among the Class A certificates, the Class B certificates and the collateral interest on the basis of the invested amount of each class and the invested amount of the collateral interest. Initially the invested amount of each class will be equal to the original principal amount of that class and the initial invested amount of the collateral interest will be equal to the original principal amount of the collateral interest. See "Description of the Certificates--Allocation Percentages" in this prospectus supplement. The invested amount of a series or a class will decline as a result of the accumulation of principal collections in the principal funding account or principal payments. The invested amount also may decline if collections of receivables allocated to your series are not sufficient to make certain required payments and to cover your series share of receivables that are written off as uncollectible. If the invested amount of your series or class declines, there may be a reduction in amounts allocated and available for payment to you. For a description of the events which may lead to these reductions, see "Description of the Certificates--Reallocation of Cash Flows" and "--Allocation of Investor Default Amount" in this prospectus supplement. APPLICATION OF COLLECTIONS FINANCE CHARGE COLLECTIONS - - Collections of finance charge receivables and certain other amounts allocated to the Class A certificates will be used to pay interest on the Class A certificates, to pay Class A's portion of the servicing fee and to cover Class A's portion of receivables that are written off as uncollectible. Any remaining amount will become excess spread and be applied as described below. - - Collections of finance charge receivables allocated to the Class B certificates will be used to pay interest on the Class B certificates and to pay Class B's portion of the servicing fee. Any remaining amount will become excess spread and be applied as described below. - - Collections of finance charge receivables allocated to the collateral interest will be used to pay the collateral interest's portion of the servicing fee if the bank or the trustee is no longer the servicer. Any remaining amount will become excess spread and be applied as described below. See "Description of the Certificates--Application of Collections--Payment of Interest, Fees and Other Items" in this prospectus supplement. EXCESS SPREAD AND EXCESS FINANCE CHARGES Each month the excess spread and excess finance charges will be used in the following order of priority: - - first to make up deficiencies for Class A, - - then to make up deficiencies for Class B, including covering Class B's portion of receivables written off as uncollectible, - - then to pay interest on the collateral interest at the collateral minimum interest rate, - - then to pay the collateral interest's portion of the servicing fee, or, if the bank or the trustee is no longer the servicer, then to pay any portion of the collateral interest's servicing fee not paid as described above under "--Finance Charge Collections," S-3 - - then to cover the collateral interest's portion of receivables that are written off as uncollectible, - - then to reimburse any previous reductions in the collateral invested amount, - - then, in limited circumstances, to fund a reserve account to cover interest payment shortfalls for Class A, and - - finally to make payments to the holder of the collateral interest. See "Description of the Certificates--Application of Collections--Excess Spread; Excess Finance Charges" in this prospectus supplement. PRINCIPAL COLLECTIONS So long as no pay out event has occurred, your series' share of principal collections, including shared principal collections from other series, will be applied each month as follows: - - First, principal collections allocated to the collateral interest and the Class B certificates may be reallocated, if necessary, to make required payments on the Class A certificates and the Class B certificates which were not made from finance charge collections, excess spread or excess finance charges. - - During the revolving period, no principal will be paid to you or accumulated in a trust account. - - During the accumulation period, principal collections allocated or available to the Class A certificates and the Class B certificates will be deposited in the principal funding account, up to a controlled deposit amount, for payment first to the Class A certificateholders and then to the Class B certificateholders on the expected final distribution date. - - Upon payment in full of the Class A certificates and the Class B certificates, principal collections allocated or available to the collateral interest, up to the collateral invested amount, will be paid to the collateral interest holder. - - Any remaining principal collections will be first made available to other series and then paid to the holders of the transferors' interest or deposited in the excess funding account. If a pay out event occurs, the rapid amortization period will begin and all of the principal collections allocated or available to the Class A certificates and the Class B certificates, except amounts required to be reallocated, will be applied each month to pay principal on your series. Class A will be paid first, and then Class B. See "Description of the Certificates--Principal Payments," "--Application of Collections" and "--Shared Collections of Principal Receivables" in this prospectus supplement. PAY OUT EVENTS Pay out events are adverse events that result in the end of the revolving period or the accumulation period and the beginning of a rapid amortization period. The following are pay out events for your series: - - the transferor fails to make required payments, fails to make required deposits, or violates other covenants and agreements; - - the representations and warranties of the transferor are materially incorrect; - - the transferor does not transfer additional assets to the trust when required; - - the percentage obtained from your series allocation of the yield on the trust portfolio and investment earnings from the principal funding account and withdrawals from the reserve account, after taking into account the amount of the receivables that are written off as uncollectible allocated to Series 200 - , averaged over any three consecutive months is less than the weighted average interest rate for Series 200 - , calculated by taking into account the interest rate for Class A, Class B and the collateral minimum interest rate, plus the servicing fee rate for Series 200 - averaged over the same three months; - - certain defaults of the servicer; or - - the Class A certificates, the Class B certificates or the collateral interest are not paid in full on their expected final distribution date. The following are pay out events for the trust: - - the occurrence of certain events of insolvency or receivership relating to the bank or the transferor, including any additional transferors; - - the transferor is unable to transfer receivables to the trust as required under the pooling and servicing agreement or the bank is unable to transfer receivables to the transferor as required under the receivables purchase agreement; or - - the trust becomes an "investment company" under the Investment Company Act of 1940. S-4 For a more detailed discussion of the pay out events, see "Description of the Certificates--Pay Out Events" in this prospectus supplement. In addition, see "Description of the Certificates--Trust Pay Out Events" in the accompanying prospectus. OPTIONAL REPURCHASE The transferor has the option to repurchase your certificates when the investor amount for your series has been reduced to 5% or less of the initial invested amount. See "Description of the Certificates--Optional Repurchase" in this prospectus supplement and "Risk Factors--If Optional Repurchase Occurs, it Will Result in an Early Return of Principal and a Reinvestment Risk" in the accompanying prospectus. REGISTRATION The Series 200 - certificates will be in book-entry form and will be registered in the name of Cede & Co., as the nominee of The Depository Trust Company. Except in certain limited circumstances, you will not receive a definitive certificate representing your interest. See "Description of the Certificates--Definitive Certificates" in the accompanying prospectus. You may elect to hold your certificates through DTC in the United States, or Clearstream Banking, societe anonyme or the Euroclear System in Europe. See "Description of the Certificates--Book-Entry Registration" and "--Definitive Certificates" in the accompanying prospectus. TAX STATUS Orrick, Herrington & Sutcliffe LLP, as special tax counsel to the bank and the transferor, is of the opinion that under existing law your certificates will be characterized as debt for federal income tax purposes. By your acceptance of a Series 200 - certificate, you will agree to treat your certificates as debt for federal, state and local income and franchise tax purposes. See "Federal Income Tax Consequences" in the accompanying prospectus for additional information concerning the application of federal income tax laws. ERISA CONSIDERATIONS Subject to important considerations described under "ERISA Considerations" in this prospectus supplement and in the accompanying prospectus, the Class A certificates are eligible for purchase by persons investing assets of employee benefit plans or individual retirement accounts. For the reasons discussed under "ERISA Considerations" in this prospectus supplement and the accompanying prospectus, the Class B certificates are not eligible for purchase by persons investing assets of employee benefit plans or individual retirement accounts other than an insurance company investing assets of its general account. CERTIFICATE RATINGS The Class A certificates will be rated in the highest rating category by at least one nationally recognized rating organization and the Class B certificates will be rated in one of the three highest rating categories by at least one nationally recognized rating organization. See "Risk Factors--Ratings Can Be Lowered or Withdrawn After You Purchase Your Certificates And The Market Value Of Your Certificates May Be Reduced" in this prospectus supplement. EXCHANGE LISTING We will apply to list the Class A certificates and the Class B certificates on the Luxembourg Stock Exchange. We cannot guaranty that the application for the listing will be accepted. You should consult with Deutsche Bank Luxembourg S.A., the Luxembourg listing agent for the certificates, 14 Boulevard F.D. Roosevelt, L-2450 Luxembourg, phone number (352) 46 02 41, to determine whether or not the Series 200 - certificates are listed on the Luxembourg Stock Exchange. ADDITIONAL INFORMATION For more information, you can call (215) 444-6800 and direct your inquiries to the Fleet Credit Card Securitization Department. S-5 RISK FACTORS In the accompanying prospectus you will find a section called "Risk Factors." The information in that section applies generally to all series, including yours. The information in this section applies more specifically to your series. You should consider the risk factors discussed under the caption "Risk Factors" in the prospectus and the risk factors discussed below in this section before deciding whether to purchase any of the Series 200 - certificates. ABILITY TO RESELL SERIES 200 - If you purchase Series 200 - certificates, you may not CERTIFICATES NOT ASSURED be able to sell them. There is currently no secondary market for the certificates. A secondary market for your certificates may not develop. If a secondary market does develop, it may not continue or it may not provide sufficient liquidity to allow you to resell all or a part of your certificates if you want to do so. The underwriters of the Class A certificates and the underwriters of the Class B certificates may assist in resales of the certificates, but they are not required to do so. CREDIT ENHANCEMENT MAY NOT BE SUFFICIENT Credit enhancement provided for your series of TO PREVENT LOSS certificates is limited. The only sources of payment for your certificates are the assets of the trust allocated to your series. If problems develop with the receivables, such as an increase in losses on the receivables or if there are problems in the collection and transfer of the receivables to the trust, it is possible that you may not receive the full amount of interest and principal that you would otherwise receive. See "Description of the Certificates--Subordination," "--Allocation Percentages," "--Reallocation of Cash Flows" and "--Allocation of Investor Default Amount" in this prospectus supplement. CLASS B CERTIFICATES ARE SUBORDINATED TO If you purchase a Class B certificate, your right to THE CLASS A CERTIFICATES; TRUST ASSETS MAY receive principal payments is subordinated to the BE DIVERTED FROM CLASS B TO PAY CLASS A payment in full of the Class A certificates. No principal will be paid to you until the full amount of principal has been paid on the Class A certificates. In addition, if Class A's share of collections of finance charge receivables and certain other amounts allocated to Series 200 - , excess spread, excess finance charges and the collateral interest's share of principal collections are not sufficient to make all required payments for the Class A certificates, collections of principal receivables allocated to Class B may be diverted to Class A. If this occurs, the Class B invested amount and future allocations to Class B would be reduced. Also, if Class A's share of losses on the receivables exceeds the collections and credit enhancement available to cover those losses, and the collateral invested amount is reduced to zero, the Class B invested amount will be reduced to avoid reducing the Class A invested amount. If this occurs, the Class B invested amount and future allocations to Class B would be reduced.
S-6 As a result of the subordination, you may receive payments of interest or principal later than you expect or you may not receive the full amount of expected principal and interest. RATINGS CAN BE LOWERED OR WITHDRAWN AFTER The ratings assigned to the Series 200 - certificates YOU PURCHASE YOUR CERTIFICATES AND THE are based upon many factors, including the credit MARKET VALUE OF YOUR CERTIFICATES MAY BE quality of the receivables and the amount of credit REDUCED enhancement provided. The ratings are not a recommendation to purchase, hold or sell any of the Series 200 - certificates. The ratings also are not intended and should not be relied upon to determine the marketability of the Series 200 - certificates, the market value of the Series 200 - certificates or whether the Series 200 - certificates are a suitable investment for you. Any rating agency may lower its rating or withdraw its rating entirely if, in the sole judgment of the rating agency, the credit quality of the certificates has declined or is in question. If any rating assigned to your certificates is lowered or withdrawn, the market value of your certificates may be reduced.
S-7 INTRODUCTION The following provisions of this prospectus supplement contain more detailed information concerning the asset-backed certificates offered hereby. The certificates will be issued by Fleet Credit Card Master Trust II (the "TRUST") pursuant to the terms of a Pooling and Servicing Agreement dated as of December 1, 1993. The Pooling and Servicing Agreement has been amended numerous times and was most recently amended and restated as of January 1, 2002. The Pooling and Servicing Agreement, as amended from time to time, is in this prospectus supplement called the "MASTER POOLING AND SERVICING AGREEMENT." The Master Pooling and Servicing Agreement is among Fleet Credit Card Funding Trust ("FCCF"), as transferor, Fleet Bank (RI), National Association (the "BANK"), as servicer, and Bankers Trust Company, as trustee. In addition to its role as servicer, the bank is the owner of credit card accounts including those designated to the trust. Pursuant to a receivables purchase agreement dated as of January 1, 2002 between the bank and the transferor (the "RECEIVABLES PURCHASE AGREEMENT"), the receivables in designated accounts are sold by the bank to the transferor. The transferor then transfers the receivables to the trust under the Master Pooling and Servicing Agreement. The certificates represent an interest in a portion of these receivables in the trust. Prior to January 1, 2002 (the "SUBSTITUTION DATE") the bank sold receivables from the accounts directly to the trust. As of January 1, 2002, FCCF was substituted as the direct transferor to the trust and the bank sells the receivables to FCCF under the Receivables Purchase Agreement described above. FCCF, in its capacity as transferor under the Master Pooling and Servicing Agreement and the series supplement, is referred to as the transferor. The bank in its capacity as servicer, is referred to as the servicer. The term "transferor" also includes the entities which were the sellers to the trust prior to the substitution date and includes any additional transferors as described under the caption "Description of the Certificates -- The Base Certificate, Additional Transferors" in the accompanying prospectus. The term "servicer" also refers to any successor to the bank, as servicer. The bank is an indirect, wholly-owned subsidiary of FleetBoston Financial Corporation ("FLEET"). Fleet is the bank holding company which came into existence on October 1, 1999 as a result of the merger of Fleet Financial Group, Inc. and BankBoston Corporation. Prior to the merger of Fleet Financial Group, Inc. and the BankBoston Corporation, the bank was an indirect wholly-owned subsidiary of Fleet Financial Group, Inc. See "The Bank and FleetBoston Financial Corporation" in the accompanying prospectus. FCCF is a Delaware business trust. FCCF was formed as a limited liability company under the laws of the state of Delaware on November 15, 2001 and converted to a business trust under Delaware law on March 28, 2002. FCCF is an indirect subsidiary of the bank. FCCF's address is 300 North Wakefield Drive, Suite DE EH 60002 P, Newark, Delaware 19702 and the telephone number is (302) 266-5004. The trust will issue $ of its Class A [Floating Rate] Asset-Backed Certificates, Series 200 - (the "CLASS A CERTIFICATES") and $ of its Class B [Floating Rate] Asset-Backed Certificates, Series 200 - (the "CLASS B CERTIFICATES"). There will also be created, as part of Series 200 - , a third class of interests in the trust which shall be in the amount of $ and be known as the Collateral Interest, Series 200 - ("COLLATERAL INTEREST"). The Class A Certificates and the Class B Certificates are, collectively, the "SERIES 200 - CERTIFICATES." The registered holders of the Class A Certificates are referred to as the "CLASS A CERTIFICATEHOLDERS." The registered holders of the Class B Certificates are referred to as the "CLASS B CERTIFICATEHOLDERS." The registered holder of the Collateral Interest is the "COLLATERAL INTEREST HOLDER." The Class A Certificateholders and the Class B Certificateholders, together with the Collateral Interest Holder are, collectively, the "SERIES 200 - HOLDERS." The Series 200 - Certificates and the Collateral Interest are, collectively, the "SERIES 200 - INTERESTS." The series in which the Series 200 - Interests are S-8 issued is known as "SERIES 200 - ." The closing date on which the Series 200 - Interests will be issued is expected to be , 200 . The Series 200 - Interests will be issued pursuant to the Master Pooling and Servicing Agreement and a series supplement designated as the Series 200 - Supplement. The Master Pooling and Servicing Agreement together with the series supplement is, in this prospectus supplement, the "POOLING AND SERVICING AGREEMENT." Series 200 - will be the series issued by the trust. Of these series, , including Series 200 - , will be outstanding on the closing date. Series 200 - will be the series outstanding included in the group of series issued by the trust from time to time and designated as Group One. See Annex I. Annex I is hereby incorporated into this prospectus supplement by reference. Additional series are expected to be issued from time to time by the trust. The certificates offered by this prospectus supplement and the accompanying prospectus are investment grade asset-backed securities within the meaning of the Securities Act of 1933, as amended, and the rules promulgated under it. THE BANK'S CREDIT CARD ACTIVITIES GENERAL The bank owns a portfolio of credit card accounts consisting of accounts originated by the bank or acquired from other entities. The portfolio of credit card accounts owned by the bank, as it exists from time to time, including additional accounts originated or acquired in the future, is the "FLEET CREDIT CARD PORTFOLIO." The accounts which have been designated to the trust are included in the Fleet Credit Card Portfolio, however, the Fleet Credit Card Portfolio also includes other accounts which have not been designated to the trust. The initial accounts were designated to the trust in 1993 by a predecessor transferor to the trust. Since the initial designation, additional accounts have been designated for inclusion in the trust from time to time as set forth in Annex II. Annex II is hereby incorporated into this prospectus supplement by reference. The bank is a member of VISA U.S.A., Inc. and MasterCard International Inc. FINANCE CHARGES Some accounts have floating rate finance charges set at a rate above the London interbank offered rate or the prime rate. Other accounts have finance charges set at rates established from time to time by the bank. For more information, see "The Bank's Credit Card Activities--Billing and Payments" in the accompanying prospectus. DELINQUENCY AND LOSS EXPERIENCE The following tables show the delinquency and loss experience for the Fleet Credit Card Portfolio. The trust portfolio is made up of the accounts which have been designated to the trust and the receivables in these accounts as of any date of determination. In each case, the accounts designated to the trust must be Eligible Accounts. See "Description of the Certificates--Representations, Warranties and Covenants" and "--Addition of Accounts" in the accompanying prospectus. See also "The Receivables" in this prospectus supplement. The trust portfolio is only a portion of the Fleet Credit Card Portfolio; therefore, actual delinquency and gross charge-off experience for the receivables in the trust may be different from that shown in the following tables which include information for the entire Fleet Credit Card Portfolio. S-9 There can be no assurance that the delinquency and loss experience for the receivables in the trust will be similar to the historical experience shown in the following tables. DELINQUENCY EXPERIENCE FLEET CREDIT CARD PORTFOLIO (DOLLARS IN THOUSANDS)
AS OF DECEMBER 31, ----------------------------------------- AS OF 2000 1999 1998 ------------- ----------- ----------- ----------- Receivables Outstanding(1)(2)......... $ $14,685,814 $14,278,212 $14,524,541 Receivables Contractually Delinquent as a Percentage of Receivables Outstanding(1): 30-59 days.......................... % 1.52% 1.44% 1.58% 60-89 days.......................... % 1.13% 1.09% 1.07% 90 or more days..................... % 2.40% 2.35% 2.29% ----------- ----------- ----------- ----------- Total................................. % 5.05% 4.88% 4.94% =========== =========== =========== ===========
- ------------ (1) Information prior to February 20, 1998 is shown pro forma as if the bank had purchased the Advanta consumer credit card portfolio as of the beginning of 1998. Receivables Outstanding and Receivables Contractually Delinquent as a Percentage of Receivables Outstanding related to the credit card portfolio acquired by Fleet as a result of the merger of Fleet Financial Group, Inc. and BankBoston Corporation are included as of March 31, 2000. (2) Receivables Outstanding consists of all amounts due from cardholders as posted to the accounts. LOSS EXPERIENCE FLEET CREDIT CARD PORTFOLIO (DOLLARS IN THOUSANDS)
YEAR ENDED DECEMBER 31, MONTHS ----------------------------------------- ENDED 2000 1999 1998 ------------- ----------- ----------- ----------- Average Receivables Outstanding(1)(2)................... $ $14,199,216 $13,065,414 $14,380,316 Gross Losses(1)(3).................... $ $ 863,922 $ 967,611 $ 1,034,996 Recoveries(1)......................... $ $ 74,400 $ 75,883 $ 91,664 Net Losses............................ $ $ 789,522 $ 891,728 $ 943,332 Net Losses as a Percentage of Average Receivables Outstanding............. %(4)(5) 5.56%(4) 6.83%(4) 6.56%(4)
- ------------ (1) Information prior to February 20, 1998 is shown pro forma as if the bank had purchased the Advanta consumer credit card portfolio as of the beginning of 1998. Average Receivables Outstanding, Gross Losses and Recoveries related to the credit card portfolio acquired by Fleet as a result of the merger of Fleet Financial Group, Inc. and BankBoston Corporation are included as of March 31, 2000. (2) Average Receivables Outstanding is the sum of receivables outstanding at the beginning and end of each month during the period indicated, divided by twice the number of months in the period indicated. (3) Gross Losses are presented net of adjustments made pursuant to the bank's normal servicing procedures, including removal of incorrect or disputed finance charges and reversal of annual cardholder fees on cardholder accounts which have been closed. Losses do not include accrued finance charges that have been charged-off or fraud losses. (4) As, of October 1, 1998, the bank implemented a revised policy relating to the charge-off of bankrupt credit card accounts and the charge-off of delinquent accounts. See "The Bank's Credit Card Activities--Delinquencies" in the accompanying prospectus. (5) Annualized. S-10 INTERCHANGE Each month the bank sells to FCCF, under the Receivables Purchase Agreement, interchange allocated to the accounts designated to the trust. See the "Receivables Purchase Agreement" in the accompanying prospectus. Under the Master Pooling and Servicing Agreement and the Series 200 - Supplement, the transferor is required prior to the distribution date each month to transfer to the trust for Series 200 - a portion of the allocated interchange equal to one-twelfth of % of the outstanding balance of the principal receivables allocable to Series 200 - at the end of the preceding month. LITIGATION On January 22, 1999, Fleet Financial Group, Inc. (the predecessor to FleetBoston Financial Corporation), Fleet National Bank, Fleet Bank (RI), National Association, Fleet Credit Card Services, L.P. and Fleet Credit Card Holdings, Inc. brought suit against Advanta Corp., and certain of its subsidiaries. The action arose out of a February 1998 transaction in which Fleet Financial Group, Inc. and the predecessor in interest to Fleet Credit Card Services, L.P., acquired most of the consumer credit card business of Advanta National Bank. The Advanta entities answered the Fleet entities' complaint, denying the principal allegations and asserting a variety of counterclaims. Since then, the court has granted two motions for partial summary judgement in favor of the Fleet entities, but several claims remain to be resolved. Trial of the remaining claims commenced in November, 2001 and closing arguments are scheduled for April, 2002. Due to the nature of the Advanta entities' pleadings and the general unpredictability of the litigation process, it is impossible, at this time, to predict the ultimate outcome of the litigation. However, the Fleet entities intend to vigorously pursue their claims and contest the claims asserted by the Advanta entities. Fleet does not expect the resolution of this action to have a material adverse impact on its business. THE RECEIVABLES The receivables in the initial accounts designated to the trust were conveyed to the trust on December 3, 1993. Since that date, accounts have been added to the trust from time to time as set forth in Annex II. Prior to the substitution date, on each account addition, the bank selected accounts, designated the accounts to the trust and transferred the receivables in the accounts to the trust. On and after the substitution date, on each account addition, FCCF requests that the bank designate accounts under the Receivables Purchase Agreement. The bank selects and designates accounts and sells the receivables in the designated account to FCCF. Under the Master Pooling and Servicing Agreement, FCCF designates the accounts to the trust and transfers the receivables in the accounts to the trust. In each case, the bank has broad discretion in selecting accounts that will be designated as additional accounts; however, each additional account must, as of the relevant cut-off date for those accounts, qualify as an Eligible Account. In order to be an Eligible Account, each account must on the relevant cut-off date, among other things, be in existence and maintained by the bank, or an additional account owner, have a cardholder with a billing address in the United States, its territories or possessions or a military address, and, except under limited circumstances, not be an account the credit card or cards for which have been reported as having been lost or stolen. See "Description of the Certificates--Representations, Warranties and Covenants" in the accompanying prospectus. Cardholders whose accounts are included in the Fleet Credit Card Portfolio have billing addresses in all 50 states, the District of Columbia, Puerto Rico, Guam, the Virgin Islands and certain foreign countries. As noted above, Eligible Accounts must, as of the relevant cut-off date, have a billing address in the United States, its territories or possessions or a military address. As of , 2001, % of the accounts designated to the trust and % of the receivables in the trust had billing addresses in one of the 50 states or the District of Columbia. S-11 Pursuant to the Pooling and Servicing Agreement, the transferor may be obligated to designate additional accounts to the trust and to convey all receivables of these additional accounts to the trust. Also, the transferor may in its discretion, from time to time, designate additional accounts to the trust. In such case, the transferor will request the bank to select and designate additional accounts and the bank will do so under the Receivables Purchase Agreement. All of the receivables in the designated accounts are conveyed to FCCF and FCCF conveys the receivables to the trust whether these receivables are then existing or are subsequently created. See "Description of the Certificates--General" and "--Addition of Accounts" in the accompanying prospectus. As of the relevant cut-off date and on the date any new receivables are created, the bank and the transferor represent and warrant that the receivables in the accounts are Eligible Receivables. See "Description of Certificates--Representations, Warranties and Covenants" in the accompanying prospectus. As of the date of this prospectus supplement, the accounts from which the receivables in the trust arise are the existing VISA and MasterCard accounts. However, any new accounts designated to the trust are not required to be VISA and MasterCard accounts. The receivables in the trust including receivables in additional accounts the receivables of which have been or are expected to be conveyed to the trust during the period from , 200 through the date of issuance of the Series 200 - Certificates, as of , 200 , totaled $ in accounts. The accounts had an average credit limit of $ . The percentage of the aggregate total receivables balance to the aggregate total credit limit was %. The average age of the accounts designated to the trust was approximately months. The receivables balance in the trust as of , 200 totaled (not including receivables to be added to the trust thereafter) $ . The receivables balance in the trust as of , 200 totaled $ . As of , 200 the balance of receivables in the trust which were 30 days or more contractually delinquent was $ . The following tables summarize the trust portfolio, by various criteria as of the close of business on , 200 including receivables in additional accounts the receivables of which have been or are expected to be conveyed to the trust during the period from , 200 through the date of issuance of the Series 200 - Certificates. Because the future composition of the trust portfolio may change over time, these tables are not necessarily indicative of future results. COMPOSITION BY ACCOUNT BALANCE TRUST PORTFOLIO
PERCENTAGE OF TOTAL PERCENTAGE NUMBER OF NUMBER OF OF TOTAL ACCOUNT BALANCE RANGE ACCOUNTS ACCOUNTS RECEIVABLES RECEIVABLES - --------------------- --------- ---------- --------------- ----------- Credit balance........................... % $ % $0.00.................................... $0.01 to $1,000.00....................... $1,000.01 to $2,500.00................... $2,500.01 to $5,000.00................... $5,000.01 to $7,500.00................... Over $7,500.00........................... --------- ----- --------------- ----- Total.................................... % $ % ========= ===== =============== =====
S-12 COMPOSITION BY CREDIT LIMIT TRUST PORTFOLIO
PERCENTAGE OF TOTAL PERCENTAGE NUMBER OF NUMBER OF OF TOTAL CREDIT LIMIT BALANCE ACCOUNTS ACCOUNTS RECEIVABLES RECEIVABLES - -------------------- --------- ---------- --------------- ----------- $0.00 to $2,500.00....................... % $ % $2,500.01 to 3,500.00.................... $3,500.01 to 5,000.00.................... $5,000.01 to 7,500.00.................... $7,500.01 to 10,000.00................... $10,000.01 to 12,500.00.................. Over $12,500.01.......................... --------- ----- --------------- ----- Total.................................... % $ % ========= ===== =============== =====
COMPOSITION BY PERIOD OF DELINQUENCY TRUST PORTFOLIO
PERCENTAGE OF TOTAL PERCENTAGE PERIOD OF DELINQUENCY NUMBER OF NUMBER OF OF TOTAL (DAYS CONTRACTUALLY DELINQUENT) ACCOUNTS ACCOUNTS RECEIVABLES RECEIVABLES - ------------------------------- --------- ---------- --------------- ----------- Not Delinquent........................... % $ % 1 to 29 days............................. 30 to 59 days............................ 60 to 89 days............................ 90 to 119 days........................... 120 to 149 days.......................... 150 to 179 days.......................... 180 or more.............................. --------- ----- --------------- ----- Total.................................... % $ % ========= ===== =============== =====
COMPOSITION BY ACCOUNT AGE TRUST PORTFOLIO
PERCENTAGE OF TOTAL PERCENTAGE NUMBER OF NUMBER OF OF TOTAL AGE (IN MONTHS) ACCOUNTS ACCOUNTS RECEIVABLES RECEIVABLES - --------------- --------- ---------- --------------- ----------- Not more than 6 Months................... % $ % Over 6 to 12 Months...................... Over 12 to 24 Months..................... Over 24 to 36 Months..................... Over 36 to 48 Months..................... Over 48 to 60 Months..................... Over 60 to 84 Months..................... Over 84 Months........................... --------- ----- --------------- ----- Total.................................... % $ % ========= ===== =============== =====
S-13 GEOGRAPHIC DISTRIBUTION OF ACCOUNTS AND RECEIVABLES TRUST PORTFOLIO(1)
PERCENTAGE OF TOTAL PERCENTAGE NUMBER OF NUMBER OF OF TOTAL STATE ACCOUNTS ACCOUNTS RECEIVABLES RECEIVABLES - ----- --------- ---------- --------------- ----------- California............................... % $ % New York................................. Texas.................................... Florida.................................. Pennsylvania............................. Ohio..................................... Illinois................................. New Jersey............................... Massachusetts............................ Michigan................................. All Other(2)............................. --------- ----- --------------- ----- Total.................................... % $ % ========= ===== =============== =====
- ------------ (1) All data as of , 200 including receivables then in the trust and receivables in additional accounts to be added thereafter through the date of issuance of the Series 200 - Certificates. (2) No state or other jurisdiction in this category represented more than 3% of the total number of accounts or more than 3% of the receivables. MATURITY ASSUMPTIONS The Pooling and Servicing Agreement provides that, unless a Pay Out Event occurs, the Class A Certificateholders will not receive payments of principal until the 200 distribution date (the "CLASS A EXPECTED FINAL DISTRIBUTION DATE"). The transferor expects that the full principal amount of the Class A Certificates will be paid on the Class A Expected Final Distribution Date. However, if a Pay Out Event occurs, principal payments may begin prior to that date. The Pooling and Servicing Agreement also provides that the Class B Certificateholders will not receive payments of principal until the 200 distribution date (the "CLASS B EXPECTED FINAL DISTRIBUTION DATE"). The transferor expects that the full principal amount of the Class B Certificates will be paid on the Class B Expected Final Distribution Date. However, if a Pay Out Event occurs, principal payments may begin prior to that date. No principal payments will be made to the Class B Certificateholders unless the Class A Investor Amount is paid in full. Series 200 - will have a period of time called the "ACCUMULATION PERIOD" when monthly deposits are made into the principal funding account. During the accumulation period, amounts deposited in the principal funding account will accumulate in an amount calculated to be sufficient to pay the Class A Certificates on the Class A Expected Final Distribution Date and to pay the Class B Certificates on the Class B Expected Final Distribution Date. Unless and until a Pay Out Event occurs, on each distribution date for the accumulation period, monthly deposits of principal will be made into the principal funding account in an amount equal to the least of: (a) Available Investor Principal Collections; (b) the sum of: (1) the Controlled Accumulation Amount for that distribution date; and S-14 (2) any Deficit Controlled Accumulation Amount for the immediately preceding distribution date; or (c) the Invested Amount. It is anticipated that a single principal payment will be made to Class A Certificateholders in an amount equal to the Class A Investor Amount on the Class A Expected Final Distribution Date and that a single principal payment will also be made to Class B Certificateholders in an amount equal to the Class B Investor Amount on the Class B Expected Final Distribution Date. However, payment rates vary and we cannot assure you that Available Investor Principal Collections will always be sufficient to make required payments to the principal funding account or to make payments on your certificates when you expect. On the other hand, the occurrence of a Pay Out Event may result in principal being paid to you earlier than expected. Pay Out Events which apply to all series are described in the accompanying prospectus. See "Description of the Certificates--Trust Pay Out Events" in the accompanying Prospectus. Series Pay Out Events for Series 200 - are described in this prospectus supplement under the caption "Description of the Certificates--Pay Out Events." There can be no assurance that a Pay Out Event will not occur. See "Description of the Certificates--Pay Out Events" in this Prospectus Supplement. Upon the occurrence of a Pay Out Event which applies to Series 200 - or to all series, a "RAPID AMORTIZATION PERIOD" will begin. The rapid amortization period means the period beginning with the occurrence of a Pay Out Event and ending on the earlier of: (a) the payment in full of the Class A Investor Amount, the Class B Investor Amount and the Collateral Invested Amount; and (b) the Series 200 - Termination Date. During the rapid amortization period, first the Class A Certificateholders and then, following the payment in full of the Class A Investor Amount, the Class B Certificateholders will be entitled to receive monthly payments of principal. The monthly payments will be equal to the Available Investor Principal Collections received by the trust during the related monthly period, plus the principal amount on deposit in the principal funding account, until the Class A Investor Amount or Class B Investor Amount, as applicable, is paid in full. Allocations of collections of principal receivables will be made to Series 200 - based on the Principal Allocation Percentage. See "Description of the Certificates--Allocation Percentages" in this Prospectus Supplement. The following table shows the highest and lowest cardholder monthly payment rates and the average of the cardholder monthly payment rates for the Fleet Credit Card Portfolio. The rates are calculated as a percentage of the total opening monthly account balances during the periods shown. Payments shown in the table include amounts which would be deemed payments of principal receivables and finance charge receivables on the accounts. S-15 MONTHLY PAYMENT RATES FLEET CREDIT CARD PORTFOLIO(1)
MONTHS ENDED YEAR ENDED DECEMBER 31, ------ ----------------------------- 2000 1999 1998 ------- ------- ------- Lowest.................................................. % 11.12% 11.20% 10.84% Highest................................................. % 12.93% 13.64% 12.36% Monthly Average......................................... % 12.07% 12.06% 11.57%
- ------------ (1) Information prior to February 20, 1998 is shown pro forma as if the bank had purchased the Advanta consumer credit card portfolio as of the beginning of 1998. Collections related to the credit card portfolio acquired by Fleet as a result of a merger of Fleet Financial Group, Inc. and BankBoston Corporation are included as of March 31, 2000. The amount of collections on receivables from the trust may vary from month to month due to seasonal variations, general economic conditions, changes in tax law and payment habits of individual cardholders. There can be no assurance that collections of principal receivables from the trust portfolio, and thus the rate at which you can expect to accumulate or receive payments of principal on your certificates during the accumulation period or the rapid amortization period, will be similar to the historical experience set forth above. In addition, the ability to pay the Class A Investor Amount or the Class B Investor Amount on the Class A Expected Final Distribution Date and the Class B Expected Final Distribution Date, respectively, may be dependent upon the availability of Shared Principal Collections. Since the trust, as a master trust, may issue additional series from time to time, there can be no assurance that the issuance of additional series or the terms of any additional series might not have an impact on the timing of payments made to you. Further, if a Pay Out Event occurs, the average life and maturity of the Series 200 - Certificates could be significantly reduced. RECEIVABLE YIELD CONSIDERATIONS The following table provides yield information for the months ended , 200 and each of the years ended December 31, 2000, 1999 and 1998. The historical yield figures in the table are calculated on an accrual basis. Collections on the receivables in the trust will be on a cash basis and may not reflect the historical yield experience in the table. For example, during periods of increasing delinquencies accrual yields may exceed cash yields as amounts collected on credit card receivables lag behind amounts accrued and billed to cardholders. Conversely, as delinquencies decrease, cash yields may exceed accrual yields as amounts collected in a current period may include amounts accrued during prior periods. Yield on both an accrual and a cash basis will be affected by numerous factors, including the finance charges on the receivables in the trust, the amount of the annual cardholder fees and other fees and charges, changes in the delinquency rate on the receivables in the trust, the percentage of cardholders who pay their balances in full each month and do not incur finance charges and any restrictions which may be imposed by future legislation or regulations. There can be no assurance that the revenue from finance charges and fees for the receivables in the trust will be similar to the historical experience set forth below. See "Risk Factors" in the accompanying Prospectus. S-16 REVENUE FROM FINANCE CHARGES AND FEES FLEET CREDIT CARD PORTFOLIO
MONTHS ENDED YEAR ENDED DECEMBER 31, ------ ------------------------------ 2000 1999 1998 ------ ------ ------ Average Monthly Accrued Fees and Charges(2)(3)(4)................................ $ (6) $44.74(6) $42.76(6) $36.07(1) Average Account Balance(2)(5)..................... $ $2,882 $2,699 $2,798 Yield From Fees and Charges (Annualized)(3)(4).............................. %(6) 18.63%(6) 19.01%(6) 15.47%(1)
- ------------ (1) The amount shown for the year ended December 31, 1998 does not include revenue attributed to interchange. (2) Information prior to February 20, 1998 is shown pro forma as if the bank had purchased the Advanta consumer credit card portfolio as of the beginning of 1998. Fees, charges and account balances related to the credit card portfolio acquired by Fleet as a result of the merger of Fleet Financial Group, Inc. and BankBoston Corporation are included as of March 31, 2000. (3) Fees and Charges for the year ended December 31, 1998 are comprised of finance charges, annual cardholder fees and certain other service charges. Fees and Charges for the period ended , 200 and for the years ended December 31, 2000 and 1999 are comprised of finance charges, annual cardholder fees and all other service charges plus revenue attributed to interchange. (4) Average Monthly Accrued Fees and Charges and Yield From Fees and Charges are presented net of adjustments made pursuant to normal servicing procedures, including removal of incorrect or disputed finance charges and reversal of finance charges accrued on charged-off accounts. (5) Average Account Balance includes purchases, cash advances and billed and unpaid finance and other charges, and is calculated based on the average of the opening monthly account balances for accounts with balances during the periods shown. (6) Beginning January 1, 1999 revenue from interchange and fees not previously included have been included in fees and charges and in calculating the yield from fees and charges. For the months ended , 200 and the years ended December 31, 2000 and 1999, if fees and charges had not included revenue attributed to interchange and the additional fees, the Average Monthly Accrued Fees and Charges would have been $ , $38.11 and $36.84, respectively, and the Yield From Fees and Charges would have been %, 15.87% and 16.38%, respectively. The yields shown in the above table are comprised of three components: finance charges, annual cardholder fees and other service charges, such as late charges. In addition, for the months ended , 200 and for the years ended December 31, 2000 and 1999, the yield includes interchange and fees not previously included. The yield related to annual cardholder fees, on those accounts that assess annual fees, and other service charges varies with the type and volume of activity in and the balance of each account. The bank currently assesses annual cardholder fees of $10 to $50 for some of its credit card accounts. Most accounts included in the Fleet Credit Card Portfolio and originated since March 1987 do not carry an annual cardholder fee. See "The Bank's Credit Card Activities" in the accompanying Prospectus. As account balances increase, an annual cardholder fee, which remains constant, represents a smaller percentage of the aggregate account balance. The increase in yields demonstrated in the above table from December 31, 1998 to December 31, 1999 is the result of several changes implemented by the bank. As of January 1, 1999, the bank, in calculating fees and charges has included interchange and service charges not previously included. Other factors affecting the increase include the bank's continued use of risk based repricing. DESCRIPTION OF THE CERTIFICATES The following summary, together with information contained elsewhere in this Prospectus Supplement and the Prospectus, describes the material terms of the certificates contained in the Pooling and Servicing Agreement. The following summary is qualified in its entirety by reference to the Pooling and Servicing Agreement. GENERAL The Series 200 - Certificates and the Collateral Interest will represent undivided interests in the assets of the Fleet Credit Card Master Trust II. See "--Allocation Percentages" in this Prospectus S-17 Supplement. The rights represented by the Series 200 - Certificates and the Collateral Interest include the right to a percentage of the collections of the receivables in the trust. The percentage used to allocate collections to Series 200 - is the "SERIES PERCENTAGE." When allocating finance charge receivables and defaulted receivables, the Series Percentage is the Floating Allocation Percentage. When allocating principal receivables, the Series Percentage is the Principal Allocation Percentage. For any monthly period, the portion of the principal receivables and any amounts in the excess funding account represented by the Series 200 - Certificates and the Collateral Interest will be equal to: - $ , which will be the "INITIAL INVESTED AMOUNT" of the certificates and the Collateral Interest on the date of issuance of Series 200 - ; minus - the principal amount on deposit in the principal funding account; minus - the amount of principal payments paid to the certificateholders and the Collateral Interest Holder; and minus - any unreimbursed reductions in the Invested Amount. See "Description of the Certificates--Defaulted Receivables; Rebates and Fraudulent Charges" in the accompanying Prospectus and "Description of the Certificates--Allocation of Investor Default Amount" in this Prospectus Supplement. Each Series 200 - Certificate represents the right to receive monthly payments of interest at the Class A Certificate Rate or Class B Certificate Rate, as applicable, from: - collections of finance charge receivables; - amounts withdrawn from the reserve account; provided, that amounts withdrawn from the reserve account will be available only to the Class A Certificates; and - reallocated principal collections. The Series 200 - Certificates also represent the right to deposits or payments of principal during the accumulation period or the rapid amortization period. Deposits to the principal funding account to be used to pay principal on the Class A Certificates and the Class B Certificates or amounts otherwise used to pay principal on the Class A Certificates or the Class B Certificates will be funded from Available Investor Principal Collections. During the accumulation period, Available Investor Principal Collections will include collections of principal receivables otherwise allocable to other series, but which are not needed by the other series. The transferor holds the interest in the principal receivables and the amounts in the excess funding account not represented by the Series 200 - Certificates, the Collateral Interest or the certificates and uncertificated interests represented by other series. The interest held by the transferor is the "TRANSFERORS' INTEREST." The transferors' interest includes an undivided interest in the assets of the trust including the right to a percentage of collections of receivables. The transferor percentage of receivables is 100% minus both the Series Percentage for Series 200 - and the series percentages for all other series. During the Revolving Period, the Invested Amount will remain constant except in limited circumstances. See "Description of the Certificates--Defaulted Receivables; Rebates and Fraudulent Charges" in the accompanying prospectus and "Description of the Certificates--Allocation of Investor Default Amount" in this prospectus supplement. The amount of principal receivables, however, will vary each day as new principal receivables are created and others are paid. The "TRANSFEROR AMOUNT," being the amount of principal receivables and amounts in the excess funding account not represented by the investor certificates of any series, will fluctuate daily to reflect the changes in the amount of the principal receivables. During the accumulation period or the rapid amortization period, the Invested Amount will decline for each monthly period as cardholder payments of principal receivables are collected and deposited in the principal funding account or paid to the certificateholders or the Collateral Interest Holder. S-18 The interest of the certificateholders in the trust will terminate following the "SERIES 200 - TERMINATION DATE," which is the earliest of: - the day after the distribution date on which the Investor Amount is paid in full; - the 200 distribution date; and - the termination of the trust. All principal and interest on your certificates will be due and payable no later than the Series 200 - Termination Date. See "Description of the Certificates--Final Payment of Principal and Interest; Termination" in the accompanying prospectus. REGISTRATION OF CERTIFICATES The certificates initially will be represented by certificates registered in the name of Cede & Co., as the nominee of The Depository Trust Company. No person acquiring a beneficial interest in the certificates--called a "CERTIFICATE OWNER"--will be entitled to receive a "DEFINITIVE CERTIFICATE" representing the person's interest, except in the event that definitive certificates are issued to certificate owners under the limited circumstances described in the prospectus. Investor certificateholders may elect to hold their investor certificates through The Depository Trust Company, in the United States or Clearstream Banking or Euroclear, in Europe. See "Description of the Certificates--Definitive Certificates" in the accompanying prospectus. INTEREST PAYMENTS Interest will accrue on the certificates at the applicable Class A Certificate Rate or Class B Certificate Rate from the date of the initial issuance of the certificates. Interest payments on the certificates will be made on distribution dates. The "DISTRIBUTION DATES" will be , 200 and the 15th day of each month, or if the 15th day is not a business day, on the next succeeding business day. Interest payments on the certificates on any distribution date will be calculated on the outstanding principal amount of the Class A Certificates or the Class B Certificates, as applicable, as of the preceding record date or, in the case of the first distribution date, as of the date of issuance of Series 200 - . Class A Monthly Interest and Class B Monthly Interest due but not paid on any distribution date will be payable on the next succeeding distribution date together with additional interest on the due and unpaid amount at the Class A Certificate Rate or Class B Certificate Rate, as applicable, plus 2.0%. Interest on the Class A Certificates and the Class B Certificates will be calculated on the basis of the actual number of days in the related interest period and a 360-day year. The Class A Certificates will bear interest at the rate of % per annum above the London interbank offered quotation for United States dollar deposits ("LIBOR") for a period of the Designated Maturity determined as set forth below (the "CLASS A CERTIFICATE RATE"). The Class B Certificates will bear interest at the rate of % per annum above LIBOR for a period of the Designated Maturity determined as set forth below (the "CLASS B CERTIFICATE RATE"). The "INTEREST PERIOD" for any distribution date will be the period from the previous distribution date through the day preceding that distribution date except that the initial interest period will be the period from the date of issuance of Series 200 - through the day preceding the initial distribution date. The term "BUSINESS DAY" means any day other than a Saturday, Sunday or day on which banking institutions in New York, New York, Providence, Rhode Island or any other state where the principal executive offices of the bank or any additional seller or the trustee are located, are authorized or obligated by law, executive order or governmental decree to be closed. The "MONTHLY PERIOD" for any distribution date will be the immediately preceding calendar month, except for the initial monthly period, which will begin on the date of issuance of Series 200 - and end on , 200 . S-19 The "RECORD DATE" for any distribution date will be the last business day of the month preceding that distribution date. The trustee will determine LIBOR on , 200 for the period from the date of issuance of Series 200 - through , 200 , and for each future interest period, on the second business day prior to the distribution date on which the interest period begins (each a "LIBOR DETERMINATION DATE") commencing with the 200 distribution date. The determination of LIBOR by the trustee and the trustee's subsequent calculation of the applicable certificate rate for the relevant interest periods shall, in the absence of manifest error, be final and binding on each certificateholder. "LIBOR" means, as of any LIBOR determination date, 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 that date. If the rate does not appear on Telerate Page 3750, the rate for that LIBOR determination date will be determined on the basis of the rates at which deposits in United States dollars are offered by the reference banks at approximately 11:00 a.m., London time, on that date to prime banks in the London interbank market for a period of the Designated Maturity. The trustee will request the principal London office of each of the reference banks to provide a quotation of its rate. If at least two quotations are provided, the rate for that LIBOR determination date will be the arithmetic mean of the quotations. If fewer than two quotations are provided as requested, the rate for that LIBOR determination date will be the arithmetic mean of the rates quoted by the reference banks, selected by the servicer 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. For purposes of calculating LIBOR, the "DESIGNATED MATURITY" means, as of 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 dates in the period from the date of issuance of Series 200 - through , 200 , 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 which will be determined for a Designated Maturity for two months. "TELERATE PAGE 3750" means the display page currently so designated on the Bridge Telerate Markets Report or a page that may replace that page on that service for the purpose of displaying comparable rates or prices. "REFERENCE BANKS" means three major banks in the London interbank market selected by the servicer. On each distribution date, Class A Monthly Interest and Class A Monthly Interest previously due but not distributed to the Class A Certificateholders will be paid to the Class A Certificateholders from Class A Available Funds for the related monthly period. To the extent Class A Available Funds for the related monthly period are insufficient to pay the interest, then one or all of the following will be used to make the interest payments due on the Class A Certificates: - Excess Spread; - if necessary, Excess Finance Charges; and - if necessary, Reallocated Principal Collections first from amounts allocated to the Collateral Invested Amount and then from amounts allocated to the Class B Invested Amount. "CLASS A AVAILABLE FUNDS" means, for any monthly period, the sum of: - the Class A Floating Percentage of collections of finance charge receivables allocated to the Series 200 - Certificates for the related monthly period, including other amounts that are to be treated as collections of finance charge receivables in accordance with the Pooling and Servicing Agreement; - the amount of earnings on the principal funding account, if any, for the related distribution date; and S-20 - the amount of funds, if any, to be withdrawn from the reserve account and included in Class A Available Funds for the distribution date. "CLASS A MONTHLY INTEREST" means, for any distribution date, the product of: - (a) a fraction, the numerator of which is the actual number of days in the period from and including the preceding distribution date, or in the case of the first distribution date, from and including the closing date, to but excluding that distribution date and the denominator of which is 360; times (b) the Class A Certificate Rate; and - the outstanding principal amount of the Class A Certificates as of the preceding record date; provided however, for the first distribution date, the Class A Monthly Interest will be equal to the interest accrued on the outstanding principal amount of the Class A Certificates at the applicable Class A Certificate Rate for the period from the date of issuance of Series 200 - through , 200 calculated on the basis of the actual number of days in the period and a year of 360 days. On each distribution date, Class B Monthly Interest and Class B Monthly Interest previously due but not distributed to the Class B Certificateholders will be paid to Class B Certificateholders from Class B Available Funds for the related monthly period. To the extent Class B Available Funds for the related monthly period are insufficient to pay the interest, then one or all of the following, to the extent not used to make distributions for the Class A Certificates, will be used to make the interest payments due on the Class B Certificates: - Excess Spread; - if necessary, Excess Finance Charges allocated to Series 200 - ; and - if necessary, Reallocated Principal Collections allocable to the collateral invested amount. "CLASS B AVAILABLE FUNDS" means, for any monthly period, an amount equal to the Class B Floating Percentage of collections of finance charge receivables allocated to the Series 200 - Certificates for the related monthly period, including other amounts that are to be treated as collections of finance charge receivables in accordance with the Pooling and Servicing Agreement. "CLASS B MONTHLY INTEREST" means, for any distribution date, the product of: - (a) a fraction, the numerator of which is the actual number of days in the period from and including the preceding distribution date, or in the case of the first distribution date, from and including the closing date, to but excluding that distribution date and the denominator of which is 360; times (b) the Class B Certificate Rate; and - the outstanding principal amount of the Class B Certificates as of the preceding record date; provided however, for the first distribution date, Class B Monthly Interest shall be equal to the interest accrued on the outstanding principal amount of the Class B Certificates at the applicable Class B Certificate Rate for the period from the date of issuance of Series 200 - through , 200 calculated on the basis of the actual number of days in the period and a year of 360 days. "COLLATERAL AVAILABLE FUNDS" means, for any monthly period, an amount equal to the Collateral Floating Percentage of the collections of finance charge receivables allocated to Series 200 - including any amounts that are to be treated as collections of finance charge receivables in accordance with the Pooling and Servicing Agreement. S-21 "COLLATERAL MINIMUM MONTHLY INTEREST" means, for any distribution date, an amount equal to the product of: - (a) a fraction, the numerator of which is the actual number of days in the period from and including the preceding distribution date, or in the case of the first distribution date, from and including the closing date, to but excluding that distribution date and the denominator of which is 360; times (b) the Collateral Minimum Interest Rate; and - the outstanding principal amount of the Collateral Interest. "COLLATERAL MINIMUM INTEREST RATE" means the London interbank offered rate for one-month United States dollar deposits plus 2.0% per annum, or such lesser amount as may be designated in the agreement between the bank and the Collateral Interest Holder relating to the transfer of the Collateral Interest to the Collateral Interest Holder. "EXCESS FINANCE CHARGES" are collections of finance charge receivables for a monthly period which are allocated to series in Group One other than Series 2001- and are, under the documents governing the other series, designated as Excess Finance Charges. PRINCIPAL PAYMENTS During the Series 200 - revolving period no principal payments will be made to or for the benefit of the certificateholders or deposited into the principal funding account to be accumulated and subsequently paid to the certificateholders. During the revolving period, collections of principal receivables allocable to Series 200 - will, except to the extent used as Reallocated Principal Collections, be treated as Shared Principal Collections. Any Shared Principal Collections will be made available to other series in Group One which are in an amortization period. If the collections of principal receivables allocable to Series 200 - during the revolving period are not needed by other series, the collections will be paid to the holders of the transferors' interest or, if required by the Pooling and Servicing Agreement, retained in the excess funding account. See "Description of the Certificates--Shared Principal Collections" in the accompanying prospectus. The accumulation period for the Series 200 - Interests is scheduled to begin at the close of business on , 200 . The beginning of the accumulation period may, however, be delayed to no later than the close of business on , 200 . The first principal payment will be made to the Class A Certificateholders on the earlier of (i) the 200 distribution date, the "CLASS A EXPECTED FINAL DISTRIBUTION DATE" or (ii) the distribution date in the month following the month in which the rapid amortization period begins. Principal is also expected to be paid to the Class B Certificateholders on the 200 distribution date, the "CLASS B EXPECTED FINAL DISTRIBUTION DATE"; however, if the amount on deposit in the principal funding account is not sufficient to pay the certificates in full, it will be applied first to pay the Class A Certificates. No principal will be payable to the Class B Certificateholders unless the Class A Investor Amount is paid in full or funds in the principal funding account are sufficient to make the full payment to the Class A Certificateholders. On each distribution date for the accumulation period, prior to the date on which the Class A Investor Amount and the Class B Investor Amount are paid in full, an amount equal to the least of one of the following will be deposited in the principal funding account: - Available Investor Principal Collections on deposit in the collection account for the distribution date; - the applicable Controlled Deposit Amount for the distribution date; and - the sum of the Class A Invested Amount and the Class B Invested Amount. Amounts deposited into the principal funding account during the accumulation period will be paid first to the Class A Certificateholders and then the Class B Certificateholders, on the Class A Expected Final S-22 Distribution Date and the Class B Expected Final Distribution Date or, if earlier, the first distribution date for the rapid amortization period. "AVAILABLE INVESTOR PRINCIPAL COLLECTIONS" means, for any monthly period, an amount equal to the sum of: - (a) an amount equal to the Principal Allocation Percentage of all collections of principal receivables received during the related monthly period; minus (b) the amount of Reallocated Principal Collections for the related monthly period used to fund the Class A Required Amount or the Class B Required Amount; plus - any Shared Principal Collections from other series in Group One that are allocated to Series 200 - ; plus - any other amounts which pursuant to the series supplement are to be treated as Available Investor Principal Collections for the related distribution date. On each distribution date for the rapid amortization period until the Class A Investor Amount is paid in full or the Series 200 - 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. After payment in full of the Class A Investor Amount, the Class B Certificateholders will be entitled to receive, on each distribution date, Available Investor Principal Collections until the earlier of the date the Class B Investor Amount is paid in full and the Series 200 - Termination Date. "CLASS A MONTHLY PRINCIPAL" for any distribution date for the accumulation period or the rapid amortization period will equal the least of: - Available Investor Principal Collections on deposit in the collection account for that distribution date; - for each distribution date for the accumulation period, on or prior to the Class A Expected Final Distribution Date, the Controlled Deposit Amount for that distribution date; and - the Class A Invested Amount on the related distribution date. "CLASS B MONTHLY PRINCIPAL" for any distribution date, beginning with the first distribution date for the 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 distribution date in the rapid amortization period, will equal the least of: - the Available Investor Principal Collections on deposit in the collection account for that distribution date, minus the portion of the Available Investor Principal Collections applied to Class A Monthly Principal on that distribution date; - for each distribution date with respect to the accumulation period, the Controlled Deposit Amount for that distribution date, minus the portion of the Controlled Deposit Amount for that distribution date applied to Class A Monthly Principal; and - the Class B Invested Amount on that distribution date. "COLLATERAL MONTHLY PRINCIPAL" means beginning with the later of the Collateral Expected Final Distribution Date and the distribution date on which the Class B Investor Amount is paid in full, or, if earlier, the first distribution date in the rapid amortization period, an amount equal to the lesser of: - that Available Investor Principal Collections for that distribution date, minus the portion of the Available Investor Principal Collections applied to Class A Monthly Principal and Class B Monthly Principal on that distribution date; and - the Collateral Invested Amount for that distribution date. S-23 "CONTROLLED ACCUMULATION AMOUNT" means for any distribution date for the accumulation period, the sum of the Class A Initial Invested Amount and the Class B Initial Invested Amount divided by nine, subject to adjustment if the beginning of the accumulation period is postponed. "DEFICIT CONTROLLED ACCUMULATION AMOUNT" means: - on the first distribution date for the accumulation period the excess, if any, of the Controlled Accumulation Amount for that distribution date over the amount distributed from the collection account as Class A Monthly Principal and Class B Monthly Principal for that distribution date; and - on each subsequent distribution date for the accumulation period the excess, if any, of the Controlled Deposit Amount for the subsequent distribution date over the amount distributed from the collection account as Class A Monthly Principal and Class B Monthly Principal for the subsequent distribution date. "CONTROLLED DEPOSIT AMOUNT" means, for any distribution date relating to the accumulation period, an amount equal to the sum of: - the Controlled Accumulation Amount on that distribution date; and - any Deficit Controlled Accumulation Amount for the immediately preceding distribution date. POSTPONEMENT OF ACCUMULATION PERIOD The servicer may elect to postpone the start of the accumulation period and extend the length of the revolving period. The servicer may make this election only if the length of the accumulation period is less than nine months. On each determination date, until the accumulation period begins, the servicer will determine the number of months expected to be required to fully fund the principal funding account and be able to pay the Class A Investor Amount no later than the Class A Expected Final Distribution Date and the Class B Investor Amount no later than the Class B Expected Final Distribution Date. The servicer will determine the length of the period required on the basis of: - the monthly collections of principal receivables expected to be distributable to the certificateholders of all principal sharing series in Group One, assuming a principal payment rate no greater than the lowest monthly principal payment rate on the receivables for the preceding 12 months; and - the amount of principal expected to be distributable to certificateholders of principal sharing series in Group One which are not expected to be in their revolving periods during the accumulation period. If the servicer determines that the period needed to fully fund the principal funding account is less than nine months, the servicer may, at its option, postpone the start of the accumulation period so that the number of months included in the accumulation period will be equal to or exceed the period needed. The effect of the foregoing calculation is to permit the reduction of the length of the accumulation period based on the investor interest of certain other principal sharing series in Group One that are scheduled to be in their revolving periods during the accumulation period and on increases in the principal payment rate occurring after the date of issuance of Series 200 - . The length of the accumulation period will not be less than one month. SUBORDINATION The Class B Certificateholders' interest and the Collateral Interest will be subordinated to the extent necessary to fund certain payments for the Class A Certificates. In addition, the Collateral Interest will be subordinated to the extent necessary to fund certain payments for the Class B Certificates. Also collections of principal receivables otherwise allocable to the Class B Certificateholders may be reallocated to the Class A Certificateholders and the Class B Invested Amount may be reduced. Similarly, collections of principal receivables allocable to the Collateral Interest may be reallocated to the Class A Certificateholders and the Class B Certificateholders and the Collateral Invested Amount may be reduced. S-24 To the extent the Class B Invested Amount is reduced, the percentage of collections of finance charge receivables allocated to the Class B Certificateholders in subsequent monthly periods will be reduced. Moreover, to the extent the amount of this reduction in the Class B Invested Amount is not reimbursed, the amount of principal distributable to the Class B Certificateholders will be reduced. See "--Allocation Percentages," "--Reallocation of Cash Flows," and "--Application of Collections--Excess Spread; Excess Finance Charges" in this prospectus supplement. ALLOCATION PERCENTAGES The servicer will allocate among the Class A Certificates, the Class B Certificates, the Collateral Interest, the Certificateholders' interest for all other outstanding series and the transferors' interest, all collections of finance charge receivables, principal receivables and the defaulted amount for each monthly period. Collections of finance charge receivables and the defaulted amount for any monthly period will be allocated to Series 200 - based on the Floating Allocation Percentage. The "FLOATING ALLOCATION PERCENTAGE" means, for any monthly period, the percentage equivalent, which 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 for the first monthly period, the Initial Invested Amount as of the date of issuance of Series 200 - , and the denominator of which is the greater of: (1) the sum of: - the total amount of principal receivables in the trust as of the last day of the monthly period, or, for the first monthly period, the total amount of principal receivables in the trust on the date of issuance of Series 200 - ; and - the principal amount on deposit in the excess funding account as of the last day of the monthly period; and (2) the sum of the numerators used to calculate the series percentages for finance charge receivables or defaulted receivables, for all series of certificates then outstanding; provided however, that this ratio is subject to adjustment to give effect to designations of additional accounts. These amounts will be further allocated among the Class A Certificateholders, the Class B Certificateholders and the Collateral Interest Holder in accordance with the Class A Floating Percentage, the Class B Floating Percentage and the Collateral Floating Percentage, respectively. The "CLASS A FLOATING PERCENTAGE" means, for 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, or with respect to the first monthly period, the Class A Initial Invested Amount and the denominator of which is equal to the Invested Amount as of the close of business on that day or for the first monthly period, the Initial Invested Amount. The "CLASS B FLOATING PERCENTAGE" means, for 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, or with respect to the first monthly period, the Class B Initial Invested Amount and the denominator of which is equal to the Invested Amount as of the close of business on that day or for the first monthly period, the Initial Invested Amount. The "COLLATERAL FLOATING PERCENTAGE" means, for any monthly period, the percentage equivalent, which percentage shall never exceed 100%, of a fraction the numerator of which is equal to the Collateral Invested Amount as of the close of business on the last day of the preceding monthly period or with respect to the first monthly period, the Collateral Initial Invested Amount and the denominator of which is S-25 equal to the Invested Amount as of the close of business on that day, or for the first monthly period, the Initial Invested Amount. Collections of principal receivables will be allocated to Series 200 - based on a percentage equivalent to a fraction, for any monthly period, called the "PRINCIPAL ALLOCATION PERCENTAGE." (a) The numerator of the fraction is: - during the revolving period, the Invested Amount as of the last day of the immediately preceding monthly period, or, if it is the first monthly period, then the date of issuance of Series 200 - ; and - during the accumulation period or the rapid amortization period, the invested amount as of the last day of the revolving period or if the numerator has been reduced during an accumulation period as described in the following paragraph and a rapid amortization period begins, the Invested Amount as of the last day of the accumulation period; and (b) the denominator of the fraction is the greater of: - the sum of the total amount of principal receivables in the trust as of the last day of the immediately preceding monthly period and the principal amount on deposit in the excess funding account as of the same day, or, if it is the first monthly period, as of the date of issuance of Series 200 - ; and - the sum of the numerators used to calculate the series percentage applicable to principal receivables for all series outstanding as of the date for which the determination is being made. 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: - 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 - an amount that if used as the numerator of the Principal Allocation Percentage for the remainder of the accumulation period, based on assumptions set forth in the series supplement, would assure that Available Investor Principal Collections for Series 200 - 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. The Principal Allocation Percentage is also subject to adjustment to give effect to designations of additional accounts. Amounts allocated to Series 200 - on the basis of the Principal Allocation Percentage will be further allocated among the Class A Certificates, the Class B Certificates and the Collateral Interest based on the Class A Principal Percentage, the Class B Principal Percentage and the Collateral Principal Percentage. The "CLASS A PRINCIPAL PERCENTAGE" means, for any monthly period: (1) during the revolving period, the percentage equivalent of a fraction, the numerator of which is the Class A Invested Amount as of the last day of the immediately preceding monthly period or, if it is the first monthly period, as of the date of issuance of Series 200 - , and the denominator of which is the Invested Amount as of the last day of the preceding monthly period, or, if it is the first monthly period, the date of issuance of Series 200 - ; and (2) after the revolving period, the percentage equivalent 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 that last day. S-26 The "CLASS B PRINCIPAL PERCENTAGE" means, for any monthly period: (1) during the revolving period, the percentage equivalent of a fraction, the numerator of which is the Class B Invested Amount as of the last day of the immediately preceding monthly period or, if it is the first monthly period, the date of issuance of Series 200 - and the denominator of which is the Invested Amount as of the last day of the preceding monthly period, or, in the case of the first monthly period, the date of issuance of Series 200 - ; and (2) after the revolving period, the percentage equivalent 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 the same day. "COLLATERAL PRINCIPAL PERCENTAGE" means, for any monthly period: (1) during the revolving period, the percentage equivalent 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 the last day of the preceding monthly period; and (2) after the revolving period, the percentage equivalent 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 the same day. As used in this prospectus supplement, the following terms have the meanings indicated: "CLASS A INVESTED AMOUNT" for any date means: (1) $ , the "CLASS A INITIAL INVESTED AMOUNT;" minus (2) the aggregate amount of principal payments made to the Class A Certificateholders on or prior to the date; minus (3) the excess, if any, of the aggregate amount of Class A Investor Charge-Offs for all prior distribution dates over the aggregate amount of any reimbursements of Class A Investor Charge-Offs for all distribution dates prior to the date; and minus (4) the principal amount on deposit in the principal funding account on the date, but not in excess of the Class A Initial Invested Amount. "CLASS B INVESTED AMOUNT" for any date means: (1) $ , the "CLASS B INITIAL INVESTED AMOUNT;" minus (2) the aggregate amount of principal payments made to Class B Certificateholders on or prior to the date; minus (3) 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 reimbursements of Class B Investor Charge-Offs for all distribution dates prior to the date; minus (4) the aggregate amount of Reallocated Principal Collections for all prior distribution dates which have been used to fund the Class A Required Amount for prior distribution dates, excluding any Reallocated Principal Collections that have resulted in a reduction of the Collateral Invested Amount; minus (5) the amount by which the Class B Invested Amount has been reduced to fund the Class A Investor Default Amount on all prior distribution dates as described under "--Allocation of Investor Default Amount," in this prospectus supplement; plus (6) the aggregate amount of Excess Spread and Excess Finance Charges allocated to Series 200 - and applied on all prior distribution dates for the purpose of reimbursing amounts deducted pursuant to the foregoing clauses (3), (4) and (5); and minus S-27 (7) the positive difference, if any, between the principal funding account balance and the Class A Investor Amount on the date; provided however, that the Class B Invested Amount may not be reduced below zero. "COLLATERAL INVESTED AMOUNT" for any date means: (1) $ , the "COLLATERAL INITIAL INVESTED AMOUNT;" minus (2) the aggregate amount of principal payments made on the Collateral Interest prior to the date; minus (3) the aggregate amount of Reallocated Principal Collections allocable to the Collateral Invested Amount for all prior distribution dates which have been used to fund the Class A Required Amount or the Class B Required Amount; minus (4) the aggregate amount by which the Collateral Invested Amount has been reduced to fund the Class A Investor Default Amount and the Class B Investor Default Amount on all prior distribution dates as described under "--Allocation of Investor Default Amount," in this prospectus supplement; minus (5) an amount equal to the product of the Collateral Floating Percentage and the Investor Default Amount (the "COLLATERAL DEFAULT AMOUNT") for any distribution date that is not funded out of Excess Spread and Excess Finance Charges allocated to Series 200 - and available for this purpose on that distribution date; and plus (6) the aggregate amount of Excess Spread and Excess Finance Charges allocated and available to reimburse amounts deducted pursuant to the foregoing clauses (3), (4) and (5); provided however, that the Collateral Invested Amount may not be reduced below zero. The "INVESTED AMOUNT," for any date means the sum of the Class A Invested Amount, the Class B Invested Amount and the Collateral Invested Amount. The "INITIAL INVESTED AMOUNT," means $ the Invested Amount on the date of issuance of Series 200 - . "CLASS A INVESTOR AMOUNT" for any date means the sum of the Class A Invested Amount plus the principal amount on deposit in the principal funding account, but not in excess of the Class A Initial Invested Amount. "CLASS B INVESTOR AMOUNT" for any date means the sum of the Class B Invested Amount plus the positive difference, if any, between the principal amount on deposit in the principal funding account, and the Class A Investor Amount on that date but not in excess of the Class B Initial Invested Amount. "INVESTOR AMOUNT," for any date means the sum of the Class A Investor Amount, the Class B Investor Amount and the Collateral Invested Amount. "SERIES INVESTOR AMOUNT," for any date means the numerator of the Principal Allocation Percentage on that date. REALLOCATION OF CASH FLOWS On each determination date, the servicer will determine the "CLASS A REQUIRED AMOUNT" which will be the amount, if any, by which the sum of the following exceeds the Class A Available Funds for the distribution date: - Class A Monthly Interest for the distribution date; - any Class A Monthly Interest previously due but not paid to the Class A Certificateholders on a prior distribution date; S-28 - any Class A Additional Interest and any Class A Additional Interest previously due but not paid to the Class A Certificateholders on a prior distribution date; - the Class A Servicing Fee for the distribution date and any unpaid Class A Servicing Fee; and - the Class A Investor Default Amount, if any, for the distribution date. If the Class A Required Amount is greater than zero, Excess Spread and Excess Finance Charges allocated to Series 200 - and available for this purpose will be used to fund the Class A Required Amount for the distribution date. If the Excess Spread and Excess Finance Charges are insufficient to fund the Class A Required Amount, collections of principal receivables allocable first to the Collateral Interest and then to the Class B Certificates for the related monthly period will then be used to fund the remaining Class A Required Amount. "REALLOCATED PRINCIPAL COLLECTIONS" means an amount of collections of principal receivables with respect to any monthly period equal to the product of: - the Principal Allocation Percentage for the monthly period; - the aggregate amount of collections of principal receivables for the monthly period; and - the sum of the Class B Principal Percentage and the Collateral Principal Percentage for the monthly period. If Reallocated Principal Collections for a related monthly period together with Excess Spread and Excess Finance Charges allocated to Series 200 - are insufficient to fund the Class A Required Amount for the related monthly period, then the Collateral Invested Amount will be reduced by the amount of this excess, but not by more than the Class A Investor Default Amount for the distribution date. In the event that this reduction would cause the Collateral Invested Amount to be a negative number, the Collateral Invested Amount will be reduced to zero and the Class B Invested Amount will be reduced by the amount by which the Collateral Invested Amount would have been reduced below zero. However, the Class B Invested Amount cannot be reduced by more than the excess of the Class A Investor Default Amount, if any, for the distribution date over the amount of the reduction, if any, of the Collateral Invested Amount on the distribution date. In the event that the reduction would cause the Class B Invested Amount to be a negative number, the Class B Invested Amount will be reduced to zero, and the Class A Invested Amount will be reduced by the amount by which the Class B Invested Amount would have been reduced below zero. However, the Class A Invested Amount cannot be reduced by more than the excess, if any, of the Class A Investor Default Amount for the distribution date over the amount of the reductions, if any, of the Collateral Invested Amount and the Class B Invested Amount with respect to the distribution date as described above. Any such reduction in the Class A Invested Amount may have the effect of slowing or reducing the return of principal and interest to the Class A Certificateholders. In this case, the Class A Certificateholders will directly bear the credit and other risks associated with their interest in the trust. See "--Allocation of Investor Default Amount" in this prospectus supplement. On each determination date, the servicer will determine the "CLASS B REQUIRED AMOUNT," which will be the sum of the Class B Investor Default Amount for the distribution date plus the amount, if any, by which the following amounts exceed the Class B Available Funds for the distribution date: - Class B Monthly Interest for the distribution date; - any Class B Monthly Interest previously due but not paid to the Class B Certificateholders on a prior distribution date; - any Class B Additional Interest and any Class B Additional Interest previously due but not paid to the Class B Certificateholders on a prior distribution date; and - the Class B Servicing Fee for the distribution date and any unpaid Class B Servicing Fee. S-29 If the Class B Required Amount is greater than zero, Excess Spread and Excess Finance Charges allocated to Series 200 - not required to pay the Class A Required Amount or reimburse Class A Investor Charge-Offs will be used to fund the Class B Required Amount for that distribution date. If the Excess Spread and Excess Finance Charges available to fund the remaining Class B Required Amount for that distribution date are insufficient to pay the Class B Required Amount, then Reallocated Principal Collections allocable to the Collateral Interest and not required to pay the Class A Required Amount will be used to fund the remaining Class B Required Amount. If the Reallocated Principal Collections allocable to the Collateral Interest are insufficient to fund the remaining Class B Required Amount, then the Collateral Invested Amount remaining after any adjustments made for the benefit of the Class A Certificateholders will be reduced by the amount of the insufficiency, but not by more than the Class B Investor Default Amount for the distribution date. In the event that this reduction would cause the Collateral Invested Amount to be a negative number, the Collateral Invested Amount will be reduced to zero, and the Class B Invested Amount will be reduced by the amount by which the Collateral Invested Amount would have been reduced below zero. However the Class B Invested Amount cannot be reduced by more than the excess of the Class B Investor Default Amount for the distribution date over the amount of the reduction of the Collateral Invested Amount. Any reduction in the Class B Invested Amount may have the effect of slowing or reducing the return of principal and interest to the Class B Certificateholders. In this case, the Class B Certificateholders will directly bear the credit and other risks associated with their interests in the trust. See "--Allocation of Investor Default Amount" in this prospectus supplement. Reductions of the Class A Invested Amount or Class B Invested Amount will then be reimbursed and the Class A Invested Amount or Class B Invested Amount increased to the extent of Excess Spread and Excess Finance Charges available for these purposes on each distribution date. See "--Application of Collections--Excess Spread; Excess Finance Charges" in this prospectus supplement. When these reductions of the Class A Invested Amount and Class B Invested Amount have been fully reimbursed, reductions of the Collateral Invested Amount will be reimbursed until reimbursed in full in a similar manner. APPLICATION OF COLLECTIONS Application of Collections to the Collection Account. Except under the conditions described in the accompanying prospectus under "Description of the Certificates--Application of Collections," the servicer will apply, or will instruct the trustee to apply, on or prior to the close of business on the second business day following the date of processing of any collections, all collections and other funds to be deposited into the collection account that are allocated to the Series 200 - Certificates and the Collateral Interest as follows: (1) during the revolving period, an amount equal to the Floating Allocation Percentage of the collections of finance charge receivables processed on that date will be allocated to the Series 200 - Holders, and of that allocation, the difference between the following amount will be deposited and retained in the collection account: (a) monthly interest for the related distribution date plus, if the bank is not the servicer, the Monthly Servicing Fee for the monthly period; and (b) the amounts previously deposited in the collection account for the monthly period pursuant to this clause (1); (2) during the accumulation period or rapid amortization period, an amount equal to the Floating Allocation Percentage of the collections of finance charge receivables processed on this date will be allocated to the Series 200 - Holders and deposited and retained in the collection account; S-30 (3) during the revolving period, an amount equal to the Principal Allocation Percentage of collections of principal receivables processed on that date will be allocated to the Series 200 - Holders. If any other principal sharing series in Group One is outstanding and in an amortization period or accumulation period, then it will be retained in the collection account for application, to the extent necessary, to other series in Group One on the related distribution date. Any remaining funds will be paid to the holders of the transferors' interest. However, these remaining funds will be paid to the holders of the transferors' interest only if the Transferor Amount is greater than the Required Transferor Amount and the aggregate amount of principal receivables in the trust is greater than the Required Principal Balance. If this is not the case, these remaining funds be will be deposited in the excess funding account until the Transferor Amount is greater than the Required Transferor Amount and the aggregate amount of principal receivables is greater than the required principal balance. Any remaining funds will be paid to the holders of the transferors' interest; (4) during the accumulation period, an amount, called a "PERCENTAGE ALLOCATION" for any date, equal to the Principal Allocation Percentage of collections of principal receivables processed on that date will be allocated to the Series 200 - Holders and deposited and retained in the collection account. However, if the sum of Percentage Allocations for the same monthly period exceeds the Controlled Deposit Amount for the related distribution date, or the Collateral Invested Amount on the Collateral Expected Final Distribution Date, then this excess shall not be treated as a Percentage Allocation and shall be: (a) retained in the collection account for application, as necessary, as Shared Principal Collections to other series in Group One on the related distribution date, if any other principal sharing series in Group One is outstanding and in its amortization period or accumulation period; and (b) paid to the holders of the transferors' interest only if the Transferor Amount, on the date of processing, is greater than the Required Transferor Amount and the aggregate amount of principal receivables in the trust is greater than the Required Principal Balance and otherwise will be deposited in the excess funding account until the Transferor Amount is greater than the Required Transferor Amount and the aggregate amount of principal receivables in the trust is greater than the Required Principal Balance and the remainder will be paid to the holders of the transferors' interest; and (5) during the rapid amortization period, an amount equal to the Principal Allocation Percentage of the collections of principal receivables processed on that date will be allocated to the Series 200 - Holders and deposited and retained in the collection account. However, after the date on which an amount of the collections equal to the Invested Amount has been deposited into the collection account and allocated to the Series 200 - Holders, the amount in excess of the Invested Amount will be: (a) retained in the collection account for application, as necessary, as Shared Principal Collections to other series in Group One on the related distribution date, if any other principal sharing series in Group One is outstanding and in its amortization period or accumulation period; and (b) paid to the holders of the transferors' interest only if the Transferor Amount is greater than the Required Transferor Amount and the aggregate amount of principal receivables in the trust is greater than the Required Principal Balance and otherwise will be deposited in the excess funding account until the Transferor Amount is greater than the Required Transferor Amount and the aggregate amount of principal receivables in the trust is greater than the Required Principal Balance and the remainder will be paid to the holders of the transferors' interest. S-31 Withdrawals from Series Accounts. On or before each distribution date, the servicer will direct the trustee to make the following withdrawals from the following series accounts: (1) on each distribution date all principal funding account investment proceeds then on deposit in the principal funding account will be withdrawn and deposited into the collection account for distribution as a portion of Class A Available Funds for that distribution date; (2) on each distribution date after the reserve account funding date, all net investment income accrued since the preceding distribution date on the reserve account will 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, will be deposited in the collection account for distribution as collections of finance charge receivables allocable to the certificateholders and the Collateral Interest Holder; and (3) on or before each distribution date for the accumulation period and on the first distribution date for the rapid amortization period, if applicable, an amount equal to the lesser of: (a) the available reserve account amount for such distribution date; and (b) the excess, if any, of a portion of the Class A Monthly Interest determined in accordance with the series supplement over the principal funding account investment proceeds for that distribution date will be withdrawn from the reserve account and deposited in the collection account for distribution as a portion of Class A Available Funds for that distribution date; provided, that the amount of the withdrawal from the reserve account under this clause (3) will be reduced to the extent that funds otherwise would be available to be deposited in the reserve account on such distribution date. Payment of Interest, Fees and Other Items. The trustee, acting pursuant to the servicer's instructions, will apply the Class A Available Funds, Class B Available Funds and Collateral Available Funds in the following priority: (1) On each distribution date, an amount equal to the Class A Available Funds for the distribution date will be withdrawn from the collection account and distributed in the following priority: (a) the Class A Monthly Interest for the distribution date, plus the amount of any Class A Monthly Interest previously due but not paid to the Class A Certificateholders on a prior distribution date, plus any additional interest with respect to Class A Monthly Interest that was due but not paid to the Class A Certificateholders on a prior distribution date at a rate equal to the Class A Certificate Rate plus 2% per annum (the "CLASS A ADDITIONAL INTEREST") and any Class A Additional Interest previously due but not distributed to the Class A Certificateholders on a prior distribution date will be distributed to the Class A Certificateholders; (b) the Class A Servicing Fee for the distribution date, plus the amount of any Class A Servicing Fee previously due but not distributed to the servicer on a prior distribution date, will be distributed to the servicer; (c) the Class A Investor Default Amount for the distribution date will be treated as a portion of Available Investor Principal Collections for the distribution date; and (d) the balance, if any, shall constitute Excess Spread and shall be allocated and distributed as described under "--Excess Spread; Excess Finance Charges" below. S-32 (2) On each distribution date, an amount equal to the Class B Available Funds for the distribution date will be withdrawn from the collection account and distributed in the following priority: (a) the Class B Monthly Interest for the distribution date, plus the amount of any Class B Monthly Interest previously due but not paid to the Class B Certificateholders on a prior distribution date, plus any additional interest with respect to Class B Monthly Interest that was due but not paid to the Class B Certificateholders on a prior distribution date at a rate equal to the Class B Certificate Rate plus 2% per annum (the "CLASS B ADDITIONAL INTEREST") and any Class B Additional Interest previously due but not distributed to the Class B Certificateholders on a prior distribution date will be distributed to the Class B Certificateholders; (b) the Class B Servicing Fee for the distribution date, plus the amount of any Class B Servicing Fee previously due but not distributed to the servicer on a prior distribution date, will be distributed to the servicer; and (c) the balance, if any, shall constitute Excess Spread and shall be allocated and distributed as described under "--Excess Spread; Excess Finance Charges" below. (3) On each distribution date, an amount equal to the Collateral Available Funds for the distribution date will be withdrawn from the collection account and distributed in the following priority: (a) if the bank or the trustee is no longer the servicer, the Collateral Servicing Fee for the distribution date, plus the amount of any Collateral Servicing Fee previously due but not distributed to the servicer on a prior distribution date, will be distributed to the servicer; and (b) the balance, if any, shall constitute Excess Spread and shall be allocated and distributed as described under "--Excess Spread; Excess Finance Charges" below. "EXCESS SPREAD" means, for any distribution date, the sum of the amounts described in clause (1)(d) above, clause (2)(c) above and clause (3)(b) immediately above. Excess Spread; Excess Finance Charges. On each distribution date, the trustee, acting pursuant to the servicer's instructions, will apply Excess Spread and Excess Finance Charges allocated to Series 200 - for the related monthly period to make the following distributions in the following priority: (1) an amount equal to any deficiency pursuant to clauses (1)(a), (b) and (c) above under "--Payment of Interest, Fees and Other Items" will be used to fund the deficiency, provided, that in the event the deficiency exceeds the amount of Excess Spread and Excess Finance Charges allocated to Series 200 - , the Excess Spread and Excess Finance Charges shall be applied: (a) first, to pay amounts due on the distribution date pursuant to clause (1)(a) above under "--Payment of Interest, Fees and Other Items;" (b) second, to pay the Class A Servicing Fee pursuant to clause (1)(b) above under "--Payment of Interest, Fees and Other Items;" and (c) third, to pay the Class A Investor Default Amount for the distribution date pursuant to clause (1)(c) above under "--Payment of Interest, Fees and Other Items;" (2) an amount equal to the aggregate amount of Class A Investor Charge-Offs which have not been previously reimbursed will be treated as a portion of Available Investor Principal Collections for the distribution date as described under "--Payments of Principal" below; (3) an amount equal to any deficiency pursuant to clauses (2)(a) and (b) above under "--Payment of Interest, Fees and Other Items" will be used to fund this deficiency, S-33 provided, that in the event the deficiency for this distribution date exceeds the remaining amount of Excess Spread and Excess Finance Charges allocated to Series 200 - , the Excess Spread and Excess Finance Charges will be applied first to pay amounts due on the distribution date pursuant to clause (2)(a) above under "--Payment of Interest, Fees and Other Items," and second to pay the Class B Servicing Fee pursuant to clause (2)(b) above under "--Payment of Interest, Fees and Other Items;" (4) an amount equal to the Class B Investor Default Amount for the distribution date will be treated as a portion of Available Investor Principal Collections for the distribution date as described under "--Payments of Principal" below; (5) an amount equal to the aggregate amount by which the Class B Invested Amount has been reduced pursuant to clauses (3), (4) and (5) of the definition of "Class B Invested Amount" under "--Allocation Percentages" above, (but not in excess of the aggregate amount of the reductions which have not been previously reimbursed), will be treated as a portion of Available Investor Principal Collections for the distribution date; (6) an amount equal to the Collateral Minimum Monthly Interest for the distribution date, plus the amount of any Collateral Minimum Monthly Interest previously due but not paid to the Collateral Interest Holder on a prior Distribution Date, plus any additional interest with respect to Collateral Minimum Monthly Interest that was due but not paid to the Collateral Interest Holder on a prior distribution date at a rate equal to the Collateral Minimum Interest Rate (the "COLLATERAL ADDITIONAL INTEREST") and any Collateral Additional Interest previously due but not distributed to the Collateral Interest Holder on a prior distribution date will be distributed to the Collateral Interest Holder; (7) an amount equal to the Collateral Servicing Fee for the distribution date or if neither the bank nor the trustee is the servicer, the amount of any Collateral Servicing Fee due but not paid from Collateral Available Funds and the amount of any Collateral Servicing Fee due but not paid to the servicer on a prior distribution date will be paid to the servicer; (8) an amount equal to the Collateral Default Amount for the distribution date will be treated as a portion of Available Investor Principal Collections for the distribution date; (9) an amount equal to the aggregate amount by which the Collateral Invested Amount has been reduced pursuant to clauses (3), (4) and (5) of the definition of "Collateral Invested Amount" under "--Allocation Percentages" above, but not in excess of the aggregate amount of those reductions which have not been previously reimbursed, will be treated as a portion of Available Investor Principal Collections for the distribution date; (10) an amount up to the excess, if any, of the Required Reserve Account Amount over the principal amount on deposit in the reserve account will be deposited in the reserve account; and (11) the balance, if any, will be distributed to the Collateral Interest Holder. Reallocated Principal Collections. On or before each distribution date after giving effect to the distributions above under "--Excess Spread; Excess Finance Charges," the trustee, acting pursuant to the servicer's instructions, will apply Reallocated Principal Collections for the related monthly period to make the following distributions in the following priority: (1) if the amount of Excess Spread and Excess Finance Charges allocated to Series 200 - for the related monthly period is less than the Class A Required Amount, Reallocated Principal Collections, up to the amount of the deficiency, will be withdrawn from the collection account and distributed to fund the deficiency in the order of priority set forth in clause (1) above under "--Excess Spread; Excess Finance Charges;" S-34 (2) if the amount of Excess Spread and Excess Finance Charges allocated to Series 200 - for the related monthly period and not required to fund the Class A Required Amount or reimburse Class A Investor Charge-Offs is less than the Class B Required Amount, Reallocated Principal Collections allocable to the Collateral Interest not required to fund the Class A Required Amount, up to the amount of the deficiency, will be withdrawn from the collection account and distributed to fund the deficiency in the order of priority set forth in clauses (3) and (4) above under "--Excess Spread; Excess Finance Charges." Payments of Principal. On each distribution date, the trustee, acting pursuant to the servicer's instructions, will distribute Available Investor Principal Collections in the following priority: (1) on each distribution date for the revolving period, all the Available Investor Principal Collections will be treated as Shared Principal Collections and applied as described under "Description of the Certificates--Shared Principal Collections" in the accompanying prospectus; (2) on each distribution date for the accumulation period or the rapid amortization period, all Available Investor Principal Collections will be distributed or deposited in the following priority: (a) an amount equal to Class A Monthly Principal will, during the accumulation period, be deposited in the principal funding account for payment to the Class A Certificateholders on each distribution date beginning on the earlier of the Class A Expected Final distribution date and the first distribution date for the rapid amortization period, and will, during the rapid amortization period, be paid to the Class A Certificateholders; (b) after giving effect to the distribution referred to in clause (a) above, an amount equal to the Class B Monthly Principal will, during the accumulation period, be deposited in the principal funding account for payment to the Class B Certificateholders on each distribution date beginning on the earlier of the Class B Expected Final Payment Date, but only if the Class A Investor Amount is paid in full on that date, and the first distribution date for the rapid amortization period on which the Class A Investor Amount is paid in full, and will, during the rapid amortization period, be paid to the Class B Certificateholders; (c) after giving effect to the distributions referred to in clauses (a) and (b) above, an amount equal to Collateral Monthly Principal will be paid to the Collateral Interest Holder on each distribution date beginning on the earlier of the Collateral Expected Final Distribution Date, but only if the Class B Investor Amount is paid in full on or prior to that date, and the first distribution date for the rapid amortization period on which the Class B Investor Amount is paid in full; and (d) the balance, if any, will be treated as Shared Principal Collections and applied as described under "Description of the Certificates--Shared Principal Collections" in the accompanying prospectus. The "COLLATERAL EXPECTED FINAL DISTRIBUTION DATE" is the 200 Distribution Date. PRINCIPAL FUNDING ACCOUNT Pursuant to the series supplement, the servicer will establish and maintain the "PRINCIPAL FUNDING ACCOUNT" as a segregated trust account held for the benefit of the Class A Certificateholders and the Class B Certificateholders. During the accumulation period, the trustee at the direction of the servicer will transfer Available Investor Principal Collections to the principal funding account as described under "--Application of Collections--Payments of Principal" in this prospectus supplement. Funds on deposit in the principal funding account will be invested by the trustee at the direction of the servicer in eligible investments. Investment earnings, net of investment losses and expenses, on the S-35 principal funding account, referred to as the "PRINCIPAL FUNDING ACCOUNT INVESTMENT PROCEEDS" will be included in Class A Available Funds for each distribution date. RESERVE ACCOUNT Pursuant to the series supplement, the servicer will establish and maintain the "RESERVE ACCOUNT" as a segregated trust account held for the benefit of the Class A Certificateholders. The reserve account is established to assist with the distribution of interest on the Class A Certificates during the accumulation period. For each distribution date from and after the reserve account funding date, but prior to the termination of the reserve account, the trustee, acting pursuant to the servicer's instructions, will apply Excess Spread and Excess Finance Charges allocated to Series 200 - , as described above under "--Application of Collections--Excess Spread; Excess Finance Charges," to increase the amount on deposit in the reserve account, to the extent this amount is less than the Required Reserve Account Amount. The "RESERVE ACCOUNT FUNDING DATE" will be the distribution date for the monthly period which begins no later than three months prior to the monthly period in which, as of the related determination date, the accumulation period is scheduled to begin. The "REQUIRED RESERVE ACCOUNT AMOUNT" for any distribution date on or after the reserve account funding date will be (1) the product of: - 0.5% of the Class A Investor Amount as of the preceding distribution date after giving effect to all applicable changes in the Class A Investor Amount on that date; and - a fraction, the numerator of which is the number of monthly periods scheduled to be included in the accumulation period as of that date, and the denominator of which is nine, provided, that if this numerator is one, the Required Reserve Account Amount will be zero; or (2) any other amount designated by the transferor, provided, that if the designation is of a lesser amount, the transferor shall have provided the servicer and the trustee with evidence that each rating agency rating the certificates or the Collateral Interest has notified the transferor that such action will not result in a reduction or withdrawal of its rating of any outstanding series or class and the transferor shall have delivered to the trustee a certificate of an authorized officer to the effect that, based on the facts known to the officer at that time, in the reasonable belief of the transferor, the 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. On each distribution date, after giving effect to any deposit to be made to and any withdrawal to be made from the reserve account, the trustee will withdraw from the reserve account the excess, if any, of the amount on deposit in the reserve account over the Required Reserve Account Amount and will pay that amount to the Collateral Interest Holder. Provided that the reserve account has not terminated as described below, all amounts on deposit in the reserve account with respect to any distribution date, after giving effect to any deposits to, or withdrawals from, the reserve account to be made on the distribution date will be invested by the trustee at the direction of the servicer in eligible investments. The interest and other investment income, net of investment expenses and losses, earned on the investments will be retained in the reserve account, to the extent the amount on deposit is less than the required Reserve Account Amount, or deposited in the collection account and treated as collections of finance charge receivables allocable to Series 200 - . On the determination date before each distribution date for the accumulation period and on the first distribution date for the rapid amortization period, a withdrawal will be made from the reserve account, S-36 and the amount of this withdrawal will be deposited in the collection account and included in Class A Available Funds in an amount equal to the lesser of: - the available reserve account amount for the distribution date; and - the excess, if any, of a portion of the Class A Monthly Interest determined in accordance with the Pooling and Servicing Agreement over the principal funding account investment proceeds for the distribution date; provided, that the amount of the withdrawal shall be reduced to the extent that funds otherwise would be available to be deposited in the reserve account on the distribution date. On each distribution date, the "AVAILABLE RESERVE ACCOUNT AMOUNT" will be the lesser of the amount on deposit in the reserve account, before giving effect to any deposit to be made to the reserve account on the distribution date, and the Required Reserve Account Amount for the distribution date. The reserve account will be terminated following the earliest of: - the termination of the trust pursuant to the Pooling and Servicing Agreement; - the date on which the Class A Investor Amount is paid in full; and - if the accumulation period has not begun, the occurrence of a Pay Out Event or, if the accumulation period has begun, the earlier of the first distribution date with respect to the rapid amortization period and the Class A Expected Final Distribution Date. Upon the termination of the reserve account, all amounts on deposit after giving effect to any withdrawal from the reserve account on that date as described above will be distributed to the Collateral Interest Holder. Any amounts withdrawn from the reserve account and distributed to the Collateral Interest Holder will not be available for distribution to the certificateholders. PAIRED SERIES The Series 200 - Certificates are subject to being paired on or after the beginning of the accumulation period or the rapid amortization period with one or more later issued series. Any later series which is paired with Series 200 - is called a "PAIRED SERIES." A paired series may be pre-funded with an initial deposit to a funding account or may have a variable principal amount. Any funding account created in connection with a paired series will be held for the benefit of the paired series and not for the benefit of the holders of the Series 200 - Certificates. Upon payment in full of the Series 200 - Certificates, assuming that there have been no unreimbursed charge-offs for any related paired series, the aggregate investor amount of the paired series will have been increased by an amount up to an aggregate amount equal to the Investor Amount. The issuance of a paired series will be subject to the conditions described under "Description of the Certificates--New Issuances" in the accompanying prospectus. There can be no assurance that the terms of any paired series might not have an impact on the calculation of the Series Percentage or the timing or amount of payments received by a certificateholder. The full extent by which the timing or amount of payments received by a holder of a Series 200 - Certificate may be affected will be dependent on a number of factors and will not be readily determinable by the change that may occur in the Series Percentage. SHARED COLLECTIONS OF PRINCIPAL RECEIVABLES To the extent that collections of principal receivables allocated to the Series 200 - are not needed to make payments to or for the benefit of the certificateholders or the Collateral Interest Holder, the collections may be applied to cover principal payments due to or for the benefit of other principal sharing series in Group One. Any application of principal collections to other series will not result in a reduction of the Invested Amount of the Series 200 - Certificates or the Collateral Interest. S-37 Similarly, collections of principal receivables allocated to other principal sharing series in Group One, to the extent these collections, are not needed to make payments to or for the benefit of the holders of the certificates and other interests of the other series, will be applied, if necessary, to cover payments of principal due to holders of the Series 200 - Certificates during the accumulation period. The collections of principal receivables allocated to other series and not needed by other series are "SHARED PRINCIPAL COLLECTIONS." There can be no assurance that Shared Principal Collections will be available to cover payments of principal or deposits due on any distribution date for the accumulation period. If no Shared Principal Collections were available to the certificates, the Class A Investor Amount might not be paid in full by the Class A Expected Final Distribution Date and the Class B Investor Amount might not be paid in full by the Class B Expected Final Distribution Date. These Shared Principal Collections may also be allocated to other series either currently outstanding or to be issued by the trust in the future. To the extent the Shared Principal Collections are allocated to other series, the pro rata share of the Shared Principal Collections allocated to Series 200 - will be reduced. Series 200 - will be included in a group of series designated as "GROUP ONE." Series 200 - will be the series outstanding and included in Group One. ALLOCATION OF INVESTOR DEFAULT AMOUNT On each determination date, the servicer will calculate the Investor Default Amount for the preceding monthly period. The term "INVESTOR DEFAULT AMOUNT" means, for any distribution date, the product of: (1) the defaulted amount for the related monthly period; and (2) the Floating Allocation Percentage for the related monthly period. For a description of the defaulted amount, see "Description of the Certificates--Defaulted Receivables; Rebates and Fraudulent Charges" in the accompanying prospectus. A portion of the Investor Default Amount will be allocated to the Class A Certificateholders on each distribution date. The amount to be allocated to the Class A Certificateholders is the "CLASS A INVESTOR DEFAULT AMOUNT" and for each distribution date is an amount equal to the product of the Class A Floating Percentage applicable during the related monthly period and the Investor Default Amount for the related monthly period. A portion of the Investor Default Amount will also be allocated to the Class B Certificateholders. The amount to be allocated to the Class B Certificateholders is the "CLASS B INVESTOR DEFAULT AMOUNT" and for each distribution date is an amount equal to the product of the Class B Floating Percentage applicable during the related monthly period and the Investor Default Amount for that monthly period. A portion of the Investor Default Amount will be allocated to the Collateral Interest Holder on each distribution date. The amount to be allocated to the Collateral Interest is the "COLLATERAL DEFAULT AMOUNT" and for each distribution date is an amount equal to the product of the Collateral Floating Percentage applicable during the related monthly period and the Investor Default Amount for the related monthly period. An amount equal to the Class A Investor Default Amount for each monthly period will be paid from Class A Available Funds, Excess Spread and Excess Finance Charges allocated to Series 200 - and Reallocated Principal Collections and applied as described above under "--Application of collections--payment of interest, fees and other Items," "--Application of Collections--Excess Spread; Excess Finance Charges" and "--Reallocation of Cash Flows." An amount equal to the Class B Investor Default Amount for each monthly period will be paid from Excess Spread and Excess Finance Charges allocated to Series 200 - and Reallocated Principal Collections allocable to the Collateral Invested Amount and applied as described above under "--Application of Collections--Excess Spread; Excess Finance Charges" and "--Reallocation of Cash Flows." S-38 An amount equal to the Collateral Default Amount for each monthly period will be paid from Excess Spread and Excess Finance Charges allocated to Series 200 - as described above under "--Application of Collections--Excess Spread; Excess Finance Charges." On each distribution date, if the Class A Required Amount for the distribution date exceeds the sum of Excess Spread and Excess Finance Charges allocable to Series 200 - and Reallocated Principal Collections, the Collateral Invested Amount will be reduced by the amount of that excess, but not by more than the Class A Investor Default Amount for the distribution date. In the event that this reduction would cause the Collateral Invested Amount to be a negative number, the Collateral Invested Amount will be reduced to zero, and the Class B Invested Amount will 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 the distribution date over the amount of the reduction, if any, of the Collateral Invested Amount for the distribution date. In the event that this reduction would cause the Class B Invested Amount to be a negative number, the Class B Invested Amount will be reduced to zero, and the Class A Invested Amount will 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 the distribution date over the amount of the reductions, if any, of the Collateral Invested Amount and the Class B Invested Amount for the distribution date as described above. A reduction in the Class A Invested Amount occurring as described in the preceding sentence is a "CLASS A INVESTOR CHARGE-OFF." If a Class A Investor Charge-Off occurs this may have the effect of slowing or reducing the return of principal to the Class A Certificateholders. If the Class A Invested Amount has been reduced by Class A Investor Charge-Offs, it will subsequently be increased on any distribution date, but not by an amount in excess of the aggregate Class A Investor Charge-Offs by the amount of Excess Spread and Excess Finance Charges allocated to Series 200 - and available to reimburse Class A Investor Charge-Offs as described above under "--Application of Collections--Excess Spread; Excess Finance Charges." On each distribution date, if the Class B Required Amount for the distribution date exceeds the sum of Excess Spread and Excess Finance Charges allocable to Series 200 - and not required to pay the Class A Required Amount and Reallocated Principal Collections allocable to the Collateral Interest and not required to pay the Class A Required Amount, then the Collateral Invested Amount will be reduced by the amount of that excess. If this reduction would cause the Collateral Invested Amount to be a negative number, the Collateral Invested Amount will be reduced to zero, and the Class B Invested Amount will 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 the distribution date over the amount of such reduction, if any, of the Collateral Invested Amount. A reduction in the Class B Invested Amount occurring as described in the preceding sentence is a "CLASS B INVESTOR CHARGE-OFF." If a Class B Investor Charge-Off occurs this may have the effect of slowing or reducing the return of principal to the Class B Certificateholders. If the Class B Invested Amount has been reduced by the Class B Investor Charge-Offs, it will thereafter be increased on any distribution date, but not by an amount in excess of the aggregate Class B Investor Charge-Offs, by the amount of Excess Spread and Excess Finance Charges allocated to Series 200 - and available to reimburse Class B Investor Charge-Offs as described above under "--Application of Collections--Excess Spread; Excess Finance Charges" in this prospectus supplement. OPTIONAL REPURCHASE On any date occurring on or after the date that the Investor Amount is reduced to 5% or less of the Initial Invested Amount, the seller will have the option, to be exercised in its sole discretion, to repurchase the certificates. The purchase price of the certificates and the Collateral Interest will be equal to the Invested Amount on the distribution date on which the purchase occurs, if the purchase is on a distribution date and, if not, the invested amount for the distribution date following the repurchase. Plus, S-39 in each case, accrued and unpaid interest on the certificates plus accrued and unpaid interest on the Collateral Interest. Following a repurchase, the certificateholders will have no further rights to the receivables; provided, however, that the repurchase in no way impacts the certificateholders' rights under the federal securities law. Any optional repurchase may result in an early repayment of your investment without any prepayment penalty and there can be no assurance that you will be able to invest the early repayment amount at a similar rate of return. PAY OUT EVENTS The revolving period for Series 200 - will continue through the close of business on , 200 or a later date resulting from the postponement of the accumulation period, unless a Pay Out Event occurs prior to that date. A "PAY OUT EVENT" for Series 200 - refers to any of the following events, which are applicable only to Series 200 - although other series may have similar or identical Pay Out Events: (a) failure of the transferor: - to make any payment or deposit on the date required under the Pooling and Servicing Agreement on or before the date occurring five business days after the date the payment or deposit is required to be made; or - duly to observe or perform in any material respect any other covenants or agreements of the transferor in the Pooling and Servicing Agreement, which failure has a material adverse effect on the Series 200 - Holders which determination will be made without reference to whether any funds are available pursuant to any credit enhancement and provided that the failure continues unremedied for 60 days after written notice has been given to the transferor by the trustee, or to the transferor and the trustee by Series 200 - Holders aggregating not less than 50% of the outstanding principal balance of the Series 200 - Interests; (b) any representation or warranty made by the transferor in the Pooling and Servicing Agreement or any information required to be given by the servicer on behalf of the transferor to identify the accounts proves to have been incorrect in any material respect when made or delivered and continues to be incorrect in any material respect for 60 days after written notice has been given to the transferor by the trustee, or to the transferor and the trustee by holders of the certificates aggregating not less than 50% of the outstanding principal balance of the Series 200 - Certificates and as a result the interests of the certificateholders are materially and adversely affected, which determination shall be made without reference to whether any funds are available pursuant to any credit enhancement; provided, however, that a Pay Out Event shall not be deemed to have occurred under this subparagraph (b) if the transferor has accepted reassignment of the related receivable or all such receivables, if applicable, during the 60 day period after notice, or a longer period if specified by the trustee, in accordance with the provisions of the Pooling and Servicing Agreement; (c) with respect to the end of any monthly period: - for which the Transferor Amount is less than the Required Transferor Amount, the failure of the transferor to convey receivables in additional accounts to the trust on or prior to the tenth business day following the related determination date so that the Transferor Amount is at least equal to the Required Transferor Amount; or - for which the aggregate principal receivables in the trust are less than the Required Principal Balance, the failure of the transferor to convey receivables in additional accounts to the trust on or prior to the tenth business day following the related determination date so that the aggregate principal receivables in the trust are at least equal to the Required Principal Balance; S-40 (d) the Net Portfolio Yield averaged over three consecutive monthly periods is less than the Base Rate averaged over the same period; (e) any servicer default occurs which would have a material adverse effect on the certificateholders, which determination shall be made without reference to whether any funds are available pursuant to any credit enhancement; or (f) the Class A Investor Amount is not paid in full on the Class A Expected Final Distribution Date or the Class B Investor Amount is not 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. A Pay Out Event for all series refers to any of the following events, which are applicable to Series 200 - and other series: (g) an insolvency event relating to any transferor or additional transferor or an insolvency event relating to the bank or any additional account owner; (h) the trust becomes an "investment company" within the meaning of the Investment Company Act of 1940, as amended; or (i) the inability of the transferor or additional transferor for any reason to transfer receivables to the trust in accordance with the provisions of the Pooling and Servicing Agreement or the inability of the bank or any additional account owner for any reason to sell receivables to FCCF in accordance with the provisions of the Receivables Purchase Agreement. In the case of any event described in subparagraphs (a), (b) or (e), a Pay Out Event will be deemed to have occurred only if, after any applicable grace period described in these clauses, the trustee or Series 200 - Holders evidencing undivided interests aggregating more than 50% of the aggregate unpaid principal amount of the Series 200 - Interests, by written notice to the transferor and the servicer, and to the trustee if given by the Series 200 - Holders, declare that a Pay Out Event has occurred with respect to Series 200 - . In the case of any event described in subparagraphs (c), (d), (f), (g), (h), or (i), a Pay Out Event will be deemed to have occurred immediately upon the occurrence of the event without any notice or other action on the part of the trustee, or the Series 200 - Holders. Upon the occurrence of a Pay Out Event, the rapid amortization period will begin. In this event, distributions of principal to the certificateholders will begin on the first distribution date following the month in which the Pay Out Event occurred. The term "NET PORTFOLIO YIELD" for any month, means the annualized percentage equivalent of a fraction: (a) the numerator of which is the sum of: (1) the amount of collections of finance charge receivables during the month allocable to the Series 200 - Certificates and to the Collateral Interest, including any other amounts that are to be treated as collections of finance charge receivables under the Pooling and Servicing Agreement, after subtracting therefrom the Investor Default Amount for the related month; plus (2) the amount of any net earnings on the principal funding account for the related distribution date; plus (3) the amount of funds, if any, to be withdrawn from the reserve account and included in Class A Available Funds for the related distribution date; and (b) and the denominator of which is the Investor Amount as of the last day of the prior calendar month. S-41 For any month, the "BASE RATE" will be equal to the annualized percentage equivalent of a fraction: (a) the numerator of which is equal to the sum of the following, each for the related distribution date: (1) the Class A Monthly Interest; (2) the Class B Monthly Interest; (3) the Collateral Minimum Monthly Interest; and (4) the Monthly Servicing Fee, and (b) the denominator of which is the Investor Amount as of the last day of the preceding month. SERVICING COMPENSATION AND PAYMENT OF EXPENSES The share of the fee payable to the servicer allocable to the Series 200 - Interests for any distribution date (the "MONTHLY SERVICING FEE") will be equal to one-twelfth of the product of (a) 2% and (b) the Invested Amount as of the last day of the monthly period preceding the distribution date; provided, however, with respect to the first distribution date, the Monthly Servicing Fee will be $ . The share of the Monthly Servicing Fee allocable to the Class A Certificateholders for any distribution date, called the "CLASS A SERVICING FEE," will be one-twelfth of the product of: (1) the Class A Floating Percentage; (2) 2%; and (3) the Invested Amount as of the last day of the monthly period preceding the distribution date; provided, however, that for the first distribution date, the Class A Servicing Fee will be $ . The share of the Monthly Servicing Fee allocable to the Class B Certificateholders for any distribution date, called the "CLASS B SERVICING FEE," will be equal to one-twelfth of the product of: (1) the Class B Floating Percentage; (2) 2%; and (3) the Invested Amount as of the last day of the monthly period preceding the distribution date; provided, however, that for the first distribution date, the Class B Servicing Fee will be $ . The share of the Monthly Servicing Fee allocable to the Collateral Interest Holder for any distribution date, called the "Collateral Servicing Fee," will be equal to one-twelfth of the product of: (1) the Collateral Floating Percentage; (2) 2%; and (3) the Invested Amount as of the last day of the monthly period preceding the distribution date; provided, however, that for the first distribution date, the Collateral Servicing Fee will be $ . The Class A Servicing Fee, the Class B Servicing Fee and the Collateral Servicing Fee shall be payable to the servicer solely to the extent amounts are available for distribution as described under "--Application Collections--Payment of Interest, Fees and Other Items" and "Excess Spread; Excess Finance Charges" in this prospectus supplement. S-42 FEDERAL INCOME TAX CONSEQUENCES Based on the application of existing law to the facts as set forth in the Pooling and Servicing Agreement and other relevant documents, special tax counsel to the bank and the transferor, Orrick, Herrington & Sutcliffe LLP, is of the opinion that the certificates will properly be treated as indebtedness for federal income tax purposes. See "Federal Income Tax Consequences" in the accompanying prospectus. ERISA CONSIDERATIONS GENERAL Subject to the considerations described below and in the accompanying prospectus, the Class A Certificates may be purchased by, on behalf of, or with "plan assets" of any employee benefit or other plan that is subject to the Employee Retirement Income Security Act of 1974, as amended, or Section 4975 of the Internal Revenue Code of 1986, as amended. Any plan fiduciary that proposes to cause a plan to acquire any of the certificates should consult with its counsel with respect to the potential consequences under ERISA and the Internal Revenue Code of the plan's acquisition and ownership of the certificates. See "ERISA Considerations" in the accompanying prospectus. Section 406 of ERISA and Section 4975 of the Internal Revenue Code prohibit plans from engaging in certain transactions involving "plan assets" with persons that are parties in interest with respect to the plan. A violation of these "prohibited transaction" rules may generate excise tax and other liabilities under ERISA and Section 4975 of the Internal Revenue Code for these persons, unless a statutory, regulatory or administrative exemption is available. Plans that are governmental plans, as defined in Section 3(32) of ERISA, and some church plans, as defined in Section 3(33) of ERISA, are not subject to ERISA requirements. CLASS A CERTIFICATES The United States Department of Labor has issued an individual exemption, Prohibited Transaction Exemption 99-39 (Exemption Application No. D-10643), 64 Fed. Reg. 53,736 (October 4, 1999), to the bank relating to (1) the initial purchase, the holding and the subsequent resale by plans of senior certificates representing an undivided interest in a credit card trust with respect to which the bank or an affiliate is the sponsor; and (2) the servicing, operation and management of the trust, provided that the general conditions and certain other conditions set forth in this exemption are satisfied. This exemption will apply to the acquisition, holding and resale of the Class A Certificates by, on behalf of, or with "plan assets" of a plan, provided that the conditions specified in the exemption, some of which are described below, are met. Among the conditions which must be satisfied for this exemption to apply are the following: (1) The acquisition of the Class A Certificates by a plan is on terms, including the price for the Class A Certificates, that are at least as favorable to the investing plan as they would be in an arm's-length transaction with an unrelated party; (2) The rights and interests evidenced by the Class A Certificates acquired by the plan are not subordinated to the rights and interests evidenced by other certificates of the trust; (3) The Class A Certificates acquired by the plan have received a rating at the time of the acquisition in one of the two highest generic rating categories from a rating agency, provided that, notwithstanding such rating, credit support is provided to the Class A Certificates through a senior- subordinated structure or other form of third-party credit support which, at a minimum, represents 5% of the outstanding principal balance of the Class A Certificates at the time of the acquisition; S-43 (4) The trustee is not an affiliate of a restricted group including the underwriters, the bank, the transferor, the servicer, any obligor whose receivables constitute more than 0.5% of the fair market value of the aggregate undivided interest in the trust allocated to Series 200 - , or any of their respective affiliates; (5) The sum of all payments made to and retained by the underwriters in connection with the distribution of the Class A Certificates represents not more than reasonable compensation for underwriting the Class A Certificates; the consideration received by the transferor as a consequence of the assignment of receivables to the trust, to the extent allocable to the Class A Certificates, represents not more than the fair market value of the receivables; and the sum of all payments made to and retained by the servicer, to the extent allocable to the Class A Certificates, represents not more than reasonable compensation for the servicer's services under the agreement and reimbursement of the servicer's reasonable expenses in connection therewith; (6) The plan investing in the Class A Certificates is an "accredited investor" as defined in Rule 501(a)(1) of Regulation D of the Securities and Exchange Commission under the Securities Act of 1933, as amended; (7) The trustee is a substantial financial institution or trust company experienced in trust activities, is familiar with its duties, responsibilities and liabilities as a fiduciary under ERISA and, as the legal owner of, or holder of a perfected security interest in, the receivables, enforces all the rights created in favor of the certificateholders, including plans; (8) Prior to the issuance of any new series, confirmation is received from the rating agencies that the issuance will not result in the reduction or withdrawal of the then current rating of the Class A Certificates held by any plan pursuant to the Fleet exemption; (9) To protect against fraud, chargebacks or other dilution of the receivables, the Pooling and Servicing Agreement and the rating agencies require the transferor to maintain a transferors' interest of not less than 2% of the principal balance of the receivables contained in the trust; (10) Each receivable is an eligible receivable, based on criteria of the rating agencies and as specified in the Pooling and Servicing Agreement, and the Pooling and Servicing Agreement requires that any change in the terms of the cardholder agreements must be made applicable to the comparable segment of accounts owned or serviced by the transferor which are part of the same program or have the same or substantially similar characteristics; (11) The Pooling and Servicing Agreement limits the number of newly originated accounts to be designated to the trust, unless the rating agencies otherwise consent in writing, to the following: (a) with respect to any three-month period commencing in January, April, July and October of each calendar year, 15% of the number of existing accounts designated to the trust as of the first day of the calendar year during which the monthly period commenced; and (b) with respect to any calendar year, 20% of the number of existing accounts designated to the trust as of the first day of the calendar year; (12) The Pooling and Servicing Agreement requires the transferor to deliver an opinion of counsel confirming the validity and perfection of the transfer of receivables in newly originated accounts to the trust for each interim addition; and S-44 (13) The Pooling and Servicing Agreement requires the transferor and the trustee to receive confirmation from each rating agency that the rating agency will not reduce or withdraw its then current rating of the Class A Certificates as a result of: (a) an addition of accounts that is required to be made because either the Transferor Amount is less than the Required Transferor Amount or the principal receivables are less than the Required Principal Balance, and the addition exceeds the limits set forth in paragraph (11) above; or (b) a restricted addition of accounts made at the discretion of the transferor as described in the accompanying prospectus under the caption "Description of the Certificates--Addition of Accounts--Conditions to Required and Restricted Additions." The trust also must meet the following requirements: (1) The corpus of the trust must consist only of receivables of the type which have been included in other investment pools; (2) Certificates evidencing interests in other investment pools have been rated in one of the two highest generic rating categories by at least one of the rating agencies for at least one year prior to the plan's acquisition of the Class A Certificates; and (3) Certificates evidencing an interest in such other investment pools have been purchased by investors other than plans for at least one year prior to any plan's acquisition of the Class A Certificates. Moreover, the Prohibition Transaction Exemption provides relief from certain self-dealing/conflict of interest prohibited transactions that may occur when a plan fiduciary causes a plan to acquire the Class A Certificates if the fiduciary or its affiliate is an obligor on the receivables held in the trust, provided that, among other requirements: (1) in the case of an acquisition in connection with the initial issuance of the Class A Certificates, at least 50% of each class of certificates in which plans have invested is acquired by persons independent of the restricted group and at least 50% of the aggregate interest in the trust is acquired by persons independent of the restricted group; (2) the fiduciary, or its affiliate, is an obligor with respect to 0.5% or less of the fair market value of the obligations contained in the trust; (3) the plan's investment in the Class A Certificates does not exceed 25% of all of the Class A Certificates outstanding after the acquisition; and (4) no more than 25% of the asset of the plan are invested in securities representing an interest in one or more trusts containing assets sold or serviced by the same entity. The transferor believes that the Fleet exemption will apply to the acquisition and holding of the Class A Certificates by plans and that all conditions of the Fleet exemption, other than those within the control of the investors, will be met. CLASS B CERTIFICATES The U.S. Department of Labor has designated the Fleet exemption an "underwriter exemption." As a result, an insurance company investing solely assets of its general account may be able to acquire and hold the Class B Certificates, provided that: (1) Class A Certificates are eligible for relief under the Fleet exemption; and (2) the acquisition and holding satisfies the conditions applicable under Sections I and III of U.S. Department of Labor Prohibited Transaction Class Exemption 95-60. S-45 Accordingly, the Class B Certificates may not be acquired or held by, on behalf of, or with "plan assets" of any plan, other than an insurance company investing assets of its general account. By its acceptance of a Class B certificate, each Class B certificateholder will be deemed to have represented and warranted that either: (1) it is not and will not be a plan; or (2) it is an insurance company, it acquired and will hold the Class B Certificates solely with assets of its general account, and such acquisition and holding satisfies the conditions applicable under Sections I and III of PTCE 95-60. See "--Class A Certificates" above and "ERISA Considerations" in the accompanying prospectus. CONSULTATION WITH COUNSEL In light of the foregoing, fiduciaries or other persons contemplating purchasing the certificates on behalf of or with "plan assets" of any plan should consult their own counsel regarding whether the trust assets represented by the certificates would be considered "plan assets," the consequences that would apply if the trust's assets were considered "plan assets," and the availability of exemptive relief from the prohibited transaction rules, in the case of the Class A Certificates, under the Fleet exemption or, in the case of the Class B Certificates and only with respect to an insurance company general account investor, the Fleet exemption and Sections I and III of PTCE 95-60. Finally, plan fiduciaries and other plan investors should consider the fiduciary standards under ERISA or other applicable law in the context of the plan's particular circumstances before authorizing an investment of a portion of the plan's assets in the certificates. Accordingly, among other factors, plan fiduciaries and other plan investors should consider whether the investment: (1) satisfies the diversification requirement of ERISA or other applicable law; (2) is in accordance with the plan's governing instruments; and (3) is prudent in light of the "Risk Factors" and other factors discussed in the accompanying prospectus. UNDERWRITING Subject to the terms and conditions set forth in the underwriting agreement relating to the Class A Certificates and the Class B Certificates, the transferor has agreed to sell to the underwriters named below and each of the "CLASS A UNDERWRITERS" has agreed to purchase from the transferor, the principal amount of Class A Certificates set forth opposite its name below:
PRINCIPAL AMOUNT OF CLASS A CLASS A UNDERWRITERS CERTIFICATES - -------------------- ------------ A Co........................................................ $ B Co........................................................ $ C Co. ...................................................... $ ------------ Total....................................................... $ ============
The transferor has been advised by the Class A Underwriters that the Class A Underwriters propose initially to offer the Class A Certificates to the public at the price set forth on the cover page of this prospectus supplement and to certain dealers at such price less a concession not in excess of % of the principal amount of the Class A Certificates. The Class A Underwriters may allow and the dealers may reallow a concession not in excess of % of the principal amount of the Class A Certificates to certain other dealers. After the initial public offering, the public offering price and the concessions may be changed. S-46 Subject to the terms and conditions set forth in the underwriting agreement, the transferor has agreed to sell to the "CLASS B UNDERWRITERS" named below and each of the Class B Underwriters has agreed to purchase from the transferor, the principal amount of Class B Certificates set forth opposite its name below:
PRINCIPAL AMOUNT OF CLASS B CLASS B UNDERWRITERS CERTIFICATES - -------------------- ------------ A Co........................................................ $ B Co........................................................ $ ----------- Total....................................................... $ ===========
The transferor has been advised by the Class B Underwriters that the Class B Underwriters propose initially to offer the Class B Certificates to the public at the price set forth on the cover page of this prospectus supplement and to certain dealers at this price less a concession not in excess of % of the principal amount of the Class B Certificates. The Class B Underwriters may allow and the dealers may reallow a concession not in excess of % of the principal amount of the Class B Certificates to certain other dealers. After the initial public offering, the public offering price and such concessions may be changed. The underwriters will be compensated as set forth in the following table:
UNDERWRITERS' AMOUNT DISCOUNTS AND PER $1,000 COMMISSIONS OF PRINCIPAL TOTAL AMOUNT ------------- ------------ ------------ $ of the Class A Certificates........ % $ $ $ of the Class B Certificates........ % $ $ ---------- $ ==========
Additional offering expenses are estimated to be $ . The transferor and the bank have agreed that they will indemnify the underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended, or contribute to payments the underwriters may be required to make in respect thereof. Each underwriter has represented and agreed that: (a) it has complied and will comply with all applicable provisions of the Financial Services Act of 1986 and the Public Offers of Securities Regulations 1995 with respect to anything done by it in relation to the certificates in, from or otherwise involving the United Kingdom; (b) it has only issued or passed on and will only issue or pass on in the United Kingdom any document received by it in connection with the issue of the certificates to a person who is of a kind described in Article 11(3) of the Financial Services Act of 1986 (Investment Advertisements) (Exemptions) Order 1996 or is a person to whom such document may otherwise lawfully be issued or passed on; (c) if it is an authorized person under Chapter III of part I of the Financial Services Act 1986, it has only promoted and will only promote (as that term is defined in Regulation 1.02(2) of the Financial Services (Promotion of Unregulated Schemes) Regulations 1991) to any person in the United Kingdom the scheme described in this prospectus supplement and the prospectus if that person is of a kind described either in Section 76(2) of the Financial Services Act 1986 or in Regulation 1.04 of the Financial Services (Promotion of Unregulated Schemes) Regulations 1991; and (d) it is a person of a kind described in Article 11(3) of the Financial Services Act 1986 (Investment Advertisements) (Exemptions) Order 1996. The underwriters may engage in over-allotment transactions, stabilizing transactions, syndicate covering transactions and penalty bids with respect to the certificates in accordance with Regulation M S-47 under the Securities Exchange Act of 1934. Over-allotment transactions involve syndicate sales in excess of the offering size, which creates a syndicate short position. Stabilizing transactions permit bids to purchase the certificates so long as the stabilizing bids do not exceed a specified maximum. Syndicate covering transactions involve purchases of the certificates in the open market after the distribution has been completed in order to cover syndicate short positions. Penalty bids permit the underwriters to reclaim a selling concession from a syndicate member when the certificates originally sold by such syndicate member are purchased in a syndicate covering transaction. These over-allotment transactions, stabilizing transactions, syndicate covering transactions and penalty bids may cause the price of the certificates to be higher than they would otherwise be in the absence of the transactions. Neither the transferor nor the underwriters represents that the underwriters will engage in any such transactions or that these transactions, once commenced, will not be discontinued without notice at any time. This prospectus supplement and the accompanying prospectus, may be used by Fleet Securities, Inc. or another affiliate of the transferor, in connection with offers and sales of an indeterminate amount of the certificates in market-making transactions. In these transactions, Fleet Securities, Inc. or another affiliate may act as a principal or an agent and the sales will be at negotiated prices related to prevailing market prices at the time of the sale. LEGAL MATTERS Certain legal matters relating to the issuance of the certificates will be passed upon for the transferor and the bank by Linda Morris, Esq., Vice President, Secretary and General Counsel, Fleet Credit Card Funding Trust and Executive Vice President, Secretary and General Counsel, Fleet Bank (RI), National Association, and by Orrick, Herrington & Sutcliffe LLP, Washington, D.C., special counsel to the transferor and the bank. Certain legal matters, including matters related to Delaware law, will be passed upon for the transferor by Richards, Layton & Finger, P.A. In addition, certain legal matters, including matters related to Rhode Island law, will be passed upon for the transferor by Edwards & Angell, Boston, Massachusetts. Certain legal matters relating to the federal tax consequences of such issuance will be passed upon for the transferor and the bank by Orrick, Herrington & Sutcliffe LLP, Washington, D.C. Certain matters relating to the issuance of the certificates will be passed upon for the underwriters by Mayer, Brown, Rowe & Maw, Chicago, Illinois. S-48 INDEX OF PRINCIPAL TERMS A accumulation period............... S-14 Available Investor Principal Collections..................... S-23 Available Reserve Account Amount.......................... S-37 B bank.............................. S-8 Base Rate......................... S-42 business day...................... S-19 C Certificate Owner................. S-19 Class A Additional Interest....... S-32 Class A Available Funds........... S-20 Class A Certificate Rate.......... S-19 Class A Certificateholders........ S-8 Class A Certificates.............. S-8 Class A Expected Final Distribution Date............... S-14, S-22 Class A Floating Percentage....... S-25 Class A Initial Invested Amount... S-27 Class A Invested Amount........... S-27 Class A Investor Amount........... S-28 Class A Investor Charge-Off....... S-39 Class A Investor Default Amount... S-38 Class A Monthly Interest.......... S-21 Class A Monthly Principal......... S-23 Class A Principal Percentage...... S-26 Class A Required Amount........... S-28 Class A Servicing Fee............. S-42 Class A Underwriters.............. S-46 Class B Additional Interest....... S-33 Class B Available Funds........... S-21 Class B Certificate Rate.......... S-19 Class B Certificateholders........ S-8 Class B Certificates.............. S-8 Class B Expected Final Distribution Date............... S-14, S-22 Class B Floating Percentage....... S-25 Class B Initial Invested Amount... S-27 Class B Invested Amount........... S-27 Class B Investor Amount........... S-28 Class B Investor Charge-Off....... S-39 Class B Investor Default Amount... S-38 Class B Monthly Interest.......... S-21 Class B Monthly Principal......... S-23 Class B Principal Percentage...... S-27 Class B Required Amount........... S-29 Class B Servicing Fee............. S-42 Class B Underwriters.............. S-47 Collateral Additional Interest.... S-34 Collateral Available Funds........ S-21 Collateral Default Amount......... S-28, S-38 Collateral Expected Final Distribution Date............... S-35 Collateral Floating Percentage.... S-25 Collateral Initial Invested Amount.......................... S-28 Collateral Interest............... S-8 Collateral Interest Holder........ S-8 Collateral Invested Amount........ S-28 Collateral Minimum Interest Rate............................ S-22 Collateral Minimum Monthly Interest........................ S-22 Collateral Monthly Principal...... S-23 Collateral Principal Percentage... S-27 Controlled Accumulation Amount.... S-24 Controlled Deposit Amount......... S-24 D Deficit Controlled Accumulation Amount.......................... S-24 definitive certificate............ S-19 Designated Maturity............... S-20 distribution dates................ S-19 E Excess Finance Charges............ S-22 Excess Spread..................... S-33 F FCCF.............................. S-8 Fleet............................. S-8 Fleet Credit Card Portfolio....... S-9 Floating Allocation Percentage.... S-25 G Group One......................... S-38 I Initial Invested Amount........... S-18, S-28 interest period................... S-19 Invested Amount................... S-28 Investor Amount................... S-28 Investor Default Amount........... S-38 L LIBOR............................. S-19, S-20 LIBOR determination date.......... S-20 M Master Pooling and Servicing Agreement....................... S-8 monthly period.................... S-19 Monthly Servicing Fee............. S-42
S-49 N Net Portfolio Yield....................... S-41 P paired series............................. S-37 Pay Out Event............................. S-40 Percentage Allocation..................... S-31 Pooling and Servicing Agreement........... S-9 Principal Allocation Percentage........... S-26 principal funding account................. S-35 principal funding account investment proceeds................................ S-36 R rapid amortization period................. S-15 Reallocated Principal Collections......... S-29 Receivables Purchase Agreement............ S-8 record date............................... S-20 Reference Banks........................... S-20 Required Reserve Account Amount........... S-36 reserve account........................... S-36 reserve account funding date.............. S-36 S Series 200 - ............................. S-9 Series 200 - Certificates................. S-8 Series 200 - Holders...................... S-8 Series 200 - Interests.................... S-8 Series 200 - Termination Date............. S-19 Series Investor Amount.................... S-28 Series Percentage......................... S-18 Shared Principal Collections.............. S-38 substitution date......................... S-8 T Telerate Page 3750........................ S-20 Transferor Amount......................... S-18 transferors' interest..................... S-18 trust..................................... S-8
S-50 ANNEX I OTHER SERIES ISSUED The certificates will be the series to be issued by the trust. The table below sets forth the principal characteristics of the sixteen other series heretofore issued by the trust and currently outstanding. These series are the Series 1995-C Certificates, the Series 1996-A Certificates, the Series 1996-B Certificates, the Series 1996-D Certificates, the Series 1999-A Certificates, the Series 1999-B Certificates, the Series 1999-C Certificates, the Series 1999-D Certificates, the Series 2000-A Certificates, the Series 2000-B Certificates, the Series 2000-C Certificates, the Series 2000-D Certificates, the Series 2001-A Certificates, the Series 2001-B Certificates and the Series 2001-C Certificates. Solely for purposes of this Annex I, "LIBOR" shall mean London interbank offered quotations for United States dollar deposits determined as set forth in the related series supplements. SERIES 1995-C Initial Invested Amount.............................. $375,000,000 Initial Pre-Funded Amount............................ $200,000,000 Investor Amount as of October 31, 2001............... $575,000,000 Class A Certificate Rate............................. Three Month LIBOR plus 0.20% per annum Class B Certificate Rate............................. Three Month LIBOR plus 0.34% per annum Collateral Rate...................................... No higher than One Month LIBOR plus 1.00% per annum Initial Enhancement Amount........................... $60,375,000 Series Servicing Fee Rate............................ 2% per annum Stated Series 1995-C Termination Date................ January 1, 2005 Series Issuance Date................................. April 27, 1995 SERIES 1996-A Initial Invested Amount.............................. $400,000,000 Initial Pre-Funded Amount............................ $100,000,000 Investor Amount as of October 31, 2001............... $500,000,000 Class A-1 Certificate Rate........................... 6.0% per annum Class A-2 Certificate Rate........................... One Month LIBOR plus 0.23% per annum Class B Certificate Rate............................. One Month LIBOR plus 0.35% per annum Collateral Rate...................................... No higher than One Month LIBOR plus 1.00% per annum Initial Enhancement Amount........................... $43,750,000 Series Servicing Fee Rate............................ 2% per annum Series 1996-A Termination Date....................... November 2005 Distribution Date Series Issuance Date................................. January 18, 1996 SERIES 1996-B Initial Invested Amount.............................. $750,000,000 Investor Amount as of October 31, 2001............... $750,000,000 Class A Certificate Rate............................. Three Month LIBOR plus 0.230% per annum Class B Certificate Rate............................. Three Month LIBOR plus 0.375% per annum Collateral Rate...................................... No higher than One Month LIBOR plus 1.00% per annum Initial Enhancement Amount........................... $75,000,000 Series Servicing Fee Rate............................ 2% per annum Series 1996-B Termination Date....................... January 2007 Distribution Date Series Issuance Date................................. March 26, 1996
I-1 SERIES 1996-D Initial Invested Amount.............................. $575,000,000 Initial Pre-Funded Amount............................ $125,000,000 Investor Amount as of October 31, 2001............... $700,000,000 Class A Certificate Rate............................. One Month LIBOR plus 0.15% per annum Class B Certificate Rate............................. One Month LIBOR plus 0.30% per annum Collateral Rate...................................... No higher than One Month LIBOR plus 1.00% per annum Initial Enhancement Amount........................... $70,000,000 Series Servicing Fee Rate............................ 2% per annum Series 1996-D Termination Date....................... June 2005 Distribution Date Series Issuance Date................................. June 18, 1996 SERIES 1999-A Initial Invested Amount.............................. $600,000,000 Investor Amount as of October 31, 2001............... $600,000,000 Class A Certificate Rate............................. One Month LIBOR plus 0.11% per annum Class B Certificate Rate............................. One Month LIBOR plus 0.33% per annum Class C Interest..................................... No higher than One Month LIBOR plus 2.00% per annum Initial Enhancement Amount........................... $66,000,000 Series Servicing Fee Rate............................ 2% per annum Series 1999-A Termination Date....................... September 2004 Distribution Date Series Issuance Date................................. March 23, 1999 SERIES 1999-B Initial Invested Amount.............................. $500,000,000 Investor Amount as of October 31, 2001............... $500,000,000 Class A Certificate Rate............................. One Month LIBOR plus 0.20% per annum Class B Certificate Rate............................. One Month LIBOR plus 0.39% per annum Collateral Rate...................................... No higher than One Month LIBOR plus 2.00% per annum Initial Enhancement Amount........................... $55,000,000 Series Servicing Fee Rate............................ 2% per annum Series 1999-B Termination Date....................... January 2007 Distribution Date Series Issuance Date................................. July 22, 1999 SERIES 1999-C Initial Invested Amount.............................. $300,000,000 Investor Amount as of October 31, 2001............... $300,000,000 Class A Certificate Rate............................. 6.90% per annum Class B Certificate Rate............................. 7.20% per annum Collateral Minimum Interest Rate..................... No higher than One Month LIBOR plus 2.00% per annum Initial Enhancement Amount........................... $27,000,000 Series Servicing Fee Rate............................ 2% per annum Series 1999-C Termination Date....................... April 2007 Distribution Date Series Issuance Date................................. November 3, 1999 SERIES 1999-D Initial Invested Amount.............................. $600,000,000 Investor Amount as of October 31, 2001............... $600,000,000 Class A Certificate Rate............................. One Month LIBOR plus 0.22% per annum Class B Certificate Rate............................. One Month LIBOR plus 0.50% per annum Collateral Minimum Interest Rate..................... Not to exceed 9.5% per annum Initial Enhancement Amount........................... $66,000,000
I-2 Series Servicing Fee Rate............................ 2% per annum Series 1999-D Termination Date....................... April 2007 Distribution Date Series Issuance Date................................. November 3, 1999 SERIES 2000-A Initial Invested Amount.............................. $750,000,000 Investor Amount as of October 31, 2001............... $750,000,000 Class A Certificate Rate............................. One Month LIBOR plus 0.13% per annum Class B Certificate Rate............................. One Month LIBOR plus 0.33% per annum Collateral Minimum Interest Rate..................... Not to exceed 9.5% per annum Initial Enhancement Amount........................... $82,500,000 Series Servicing Fee Rate............................ 2% per annum Series 2000-A Termination Date....................... July 2005 Distribution Date Series Issuance Date................................. February 2, 2000 SERIES 2000-B Initial Invested Amount.............................. $650,000,000 Investor Amount as of October 31, 2001............... $650,000,000 Class A Certificate Rate............................. One Month LIBOR plus 0.11% per annum Class B Certificate Rate............................. One Month LIBOR plus 0.31% per annum Collateral Minimum Interest Rate..................... No higher than One Month LIBOR plus 2.00% per annum Initial Enhancement Amount........................... $71,500,000 Series Servicing Fee Rate............................ 2% per annum Series 2000-B Termination Date....................... September 2005 Distribution Date Series Issuance Date................................. April 4, 2000 SERIES 2000-C Initial Invested Amount.............................. $650,000,000 Investor Amount as of October 31, 2001............... $650,000,000 Class A Certificate Rate............................. 7.02% per annum Class B Certificate Rate............................. One Month LIBOR plus 0.39% per annum Collateral Minimum Interest Rate..................... No higher than One Month LIBOR plus 2.00% per annum Initial Enhancement Amount........................... $71,500,000 Series Servicing Fee Rate............................ 2% per annum Series 2000-C Termination Date....................... February 2008 Distribution Date Series Issuance Date................................. August 25, 2000 SERIES 2000-D Initial Invested Amount.............................. $900,000,000 Investor Amount as of October 31, 2001............... $900,000,000 Class A Certificate Rate............................. One Month LIBOR plus 0.14% per annum Class B Certificate Rate............................. One Month LIBOR plus 0.38% per annum Collateral Minimum Interest Rate..................... No higher than One Month LIBOR plus 2.00% per annum Initial Enhancement Amount........................... $99,000,000 Series Servicing Fee Rate............................ 2% per annum Series 2000-D Termination Date....................... May 2008 Distribution Date Series Issuance Date................................. November 15, 2000
I-3 SERIES 2001-A Initial Invested Amount.............................. $950,000,000 Investor Amount as of October 31, 2001............... $950,000,000 Class A Certificate Rate............................. One Month LIBOR plus 0.15% per annum Class B Certificate Rate............................. No higher than One Month LIBOR plus 0.50% per annum Collateral Minimum Interest Rate..................... No higher than One Month LIBOR plus 2.00% per annum Initial Enhancement Amount........................... $99,750,000 Series Servicing Fee Rate............................ 2% per annum Series 2001-A Termination Date....................... August 2008 Distribution Date Series Issuance Date................................. February 23, 2001 SERIES 2001-B Initial Invested Amount.............................. $800,000,000 Investor Amount as of October 31, 2001............... $800,000,000 Class A Certificate Rate............................. 5.60% per annum Class B Certificate Rate............................. 5.90% per annum Collateral Minimum Interest Rate..................... No higher than One Month LIBOR plus 2.00% per annum Initial Enhancement Amount........................... $68,000,000 Series Servicing Fee Rate............................ 2% per annum Series 2001-B Termination Date....................... December 2008 Distribution Date Series Issuance Date................................. June 27, 2001 SERIES 2001-C Initial Invested Amount.............................. $800,000,000 Investor Amount as of October 31, 2001............... $800,000,000 Class A Certificate Rate............................. 3.86% per annum Class B Certificate Rate............................. 4.19% per annum Collateral Minimum Interest Rate..................... No higher than One Month LIBOR plus 2.00% per annum Initial Enhancement Amount........................... $68,000,000 Series Servicing Fee Rate............................ 2% per annum Series 2001-C Termination Date....................... March 2007 Distribution Date Series Issuance Date................................. October 23, 2001
I-4 ANNEX II RECEIVABLES IN ADDITIONAL ACCOUNTS CONVEYED TO THE TRUST
NUMBER OF RECEIVABLES ASSIGNMENT DATE RECEIVABLES ADDITIONAL IN ADDITIONAL NUMBER TRANSFERRED TO TRUST RELEVANT CUT-OFF DATE ACCOUNTS(1) ACCOUNTS(1) - ---------- -------------------- --------------------- ----------- -------------- 1 May 16, 1994 March 31, 1994 276,371 $ 367,091,261 2 July 1, 1994 May 31, 1994 157,629 $ 202,859,562 3 August 17, 1994 July 31, 1994 226,342 $ 351,961,171 4 September 23, 1994 August 31, 1994 192,815 $ 299,924,106 5 November 18, 1994 October 31, 1994 332,866 $ 406,625,727 6 January 6, 1995 November 30, 1994 217,320 $ 316,458,944 7 March 15, 1995 February 28, 1995 291,057 $ 348,693,399 8 April 18, 1995 March 31, 1995 143,714 $ 168,739,171 9 May 23, 1995 April 30, 1995 98,330 $ 137,485,579 10 July 18, 1995 June 30, 1995 322,271 $ 432,984,240 11 August 15, 1995 July 31, 1995 126,338 $ 188,302,827 12 August 31, 1995 August 11, 1995 67,968 $ 94,548,321 13 November 21, 1995 October 25, 1995 285,122 $ 491,863,655 14 December 15, 1995 November 26, 1995 265,376 $ 369,389,253 15 January 18, 1996 December 26, 1995 182,985 $ 330,263,251 16 February 19, 1996 January 31, 1996 269,467 $ 560,543,656 17 March 26, 1996 February 29, 1996 150,460 $ 330,531,723 18 May 1, 1996 March 31, 1996 68,056 $ 251,797,517 19 May 13, 1996 March 31, 1996 219,150 $ 499,241,938 20 June 18, 1996 April 30, 1996 244,770 $ 636,632,670 21 June 30, 1996 May 31, 1996 73,771 $ 200,155,226 22 September 1, 1996 July 31, 1996 217,130 $ 640,152,919 23 November 1, 1996 September 30, 1996 151,051 $ 500,113,079 24 November 1, 1996 September 30, 1996 30,631 $ 100,564,456 25 November 15, 1996 October 31, 1996 100,603 $ 250,370,356 26 January 17, 1997 December 31, 1996 118,232 $ 368,278,729 27 February 14, 1997 January 31, 1997 111,777 $ 307,635,708 28 March 14, 1997 February 28, 1997 169,598 $ 400,826,266 29 April 18, 1997 March 31, 1997 204,546 $ 450,500,767 30 May 14, 1997 April 30, 1997 155,299 $ 450,053,037 31 June 13, 1997 May 31, 1997 148,940 $ 241,091,790 32 June 29, 1997 May 31, 1997 5,757 $ 10,065,454 33 September 12, 1997 August 31, 1997 250,570 $ 499,607,860 34 September 30, 1997 August 31, 1997 218,401 $ 301,830,170 35 November 14, 1997 October 31, 1997 167,351 $ 322,443,973 36 December 12, 1997 November 30, 1997 228,234 $ 203,845,007 37 January 30, 1998 December 31, 1997 492,821 $ 729,961,299 38 February 13, 1998 January 31, 1998 246,990 $ 363,909,199 39 April 14, 1998 March 31, 1998 227,285 $ 907,447,235 40 May 14, 1998 April 30, 1998 249,490 $ 602,772,032 41 July 1, 1998 May 31, 1998 284,855 $ 582,539,789
II-1
NUMBER OF RECEIVABLES ASSIGNMENT DATE RECEIVABLES ADDITIONAL IN ADDITIONAL NUMBER TRANSFERRED TO TRUST RELEVANT CUT-OFF DATE ACCOUNTS(1) ACCOUNTS(1) - ---------- -------------------- --------------------- ----------- -------------- 42 September 1, 1998 July 31, 1998 209,559 $ 500,442,550 43 October 1, 1998 August 31, 1998 126,098 $ 364,789,653 44 November 13, 1998 October 31, 1998 276,577 $ 648,197,959 45 December 14, 1998 November 30, 1998 65,326 $ 166,800,025 46 December 31, 1998 November 30, 1998 79,855 $ 210,815,757 47 January 28, 1999 December 31, 1998 77,427 $ 197,913,305 48 January 31, 1999 December 31, 1998 312,662 $ 704,718,352 49 February 16, 1999 January 31, 1999 189,409 $ 393,818,299 50 March 10, 1999 January 31, 1999 145,162 $ 248,815,264 51 March 24, 1999 February 28, 1999 152,894 $ 206,886,377 52 April 14, 1999 March 31, 1999 56,776 $ 105,666,192 53 April 16, 1999 March 31, 1999 124,643 $ 304,064,904 54 May 14, 1999 April 30, 1999 95,437 $ 123,248,542 55 June 1, 1999 April 30, 1999 400,682 $ 925,598,651 56 July 19, 1999 May 31, 1999 89,208 $ 118,401,838 57 July 23, 1999 June 30, 1999 182,395 $ 332,801,715 58 September 21, 1999 August 31, 1999 399,265 $ 920,892,601 59 October 15, 1999 September 30, 1999 147,493 $ 300,519,356 60 January 17, 2000 December 31, 1999 495,186 $1,345,216,825 61 April 17, 2000 March 31, 2000 203,644 $ 586,536,013 62 June 22, 2000 May 31, 2000 58,635 $ 184,408,447 63 July 7, 2000 May 31, 2000 219,294 $ 675,770,391 64 August 14, 2000 July 31, 2000 241,291 $ 685,961,799 65 November 1, 2000 September 30, 2000 196,306 $ 631,241,897 66 November 16, 2000 October 31, 2000 128,811 $ 401,480,403 67 March 9, 2001 January 31, 2001 108,228 $ 328,911,152 68 April 13, 2001 February 28, 2001 132,424 $ 360,469,883 69 June 1, 2001 April 30, 2001 271,087 $ 728,787,323 70 August 7, 2001 June 30, 2001 192,146 $ 552,660,620 71 October 1, 2001 August 31, 2001 411,668 $1,233,299,682 72 November 9, 2001 October 31, 2001 40,953 $ 97,718,518 73 February 12, 2002 December 31, 2001 402,113 $1,043,635,310
- ------------ (1) The amounts shown are as of the relevant Cut-Off Date. II-2 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- FLEET CREDIT CARD MASTER TRUST II ISSUER [FLEET LOGO] FLEET CREDIT CARD FUNDING TRUST TRANSFEROR FLEET BANK (RI), NATIONAL ASSOCIATION SERVICER SERIES 200 - $ CLASS A FLOATING RATE ASSET-BACKED CERTIFICATES $ CLASS B FLOATING RATE ASSET-BACKED CERTIFICATES ------------------------ PROSPECTUS SUPPLEMENT ------------------------ Underwriters of the Class A Certificates A CO. B CO. C CO. Underwriters of the Class B Certificates A CO. B CO. YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH DIFFERENT INFORMATION. We are not offering the Series 200 - certificates in any state where the offer is not permitted. The delivery of this prospectus supplement and the accompanying prospectus at any time does not imply that the information in this prospectus supplement and the accompanying prospectus is correct as of any date after the dates on their covers. We note that if any material change occurs while this prospectus supplement and the accompanying prospectus are required by law to be delivered, we will update the relevant information in this prospectus supplement and the accompanying prospectus to incorporate the material change. Until , 200 all dealers that effect transactions in the Class A certificates or the Class B certificates, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- THE INFORMATION IN THIS PROSPECTUS AND THE ACCOMPANYING PROSPECTUS SUPPLEMENT IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT SELL THESE CERTIFICATES UNTIL WE DELIVER A FINAL PROSPECTUS AND ACCOMPANYING PROSPECTUS SUPPLEMENT. THIS PROSPECTUS AND THE ACCOMPANYING PROSPECTUS SUPPLEMENT ARE NOT AN OFFER TO SELL NOR ARE THEY SEEKING AN OFFER TO BUY THESE CERTIFICATES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED. SUBJECT TO COMPLETION, DATED MARCH 29, 2002 Prospectus [FLEET LOGO] FLEET CREDIT CARD MASTER TRUST II ISSUER FLEET CREDIT CARD FUNDING TRUST TRANSFEROR FLEET BANK (RI), NATIONAL ASSOCIATION SERVICER ASSET-BACKED CERTIFICATES THE TRUST-- - - may periodically issue asset-backed certificates in one or more series with one or more classes; and - - will own-- - receivables in a portfolio of revolving credit card accounts; - payments due on those receivables; and - other property described in this prospectus and in the accompanying prospectus supplement. THE CERTIFICATES-- - - will represent interests in the trust and will be paid only from the trust assets; - - offered with this prospectus will be rated in one of the four highest rating categories by at least one nationally recognized rating organization; - - may have one or more forms of enhancement; and - - will be issued as part of a designated series which may include one or more classes of certificates and enhancement. THE CERTIFICATEHOLDERS-- - - will receive interest and principal payments from a varying percentage of credit card account collections. CONSIDER CAREFULLY THE RISK FACTORS BEGINNING ON PAGE 8 IN THIS PROSPECTUS. A certificate is not a deposit and neither the certificates nor the underlying accounts or receivables are insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency. The certificates will represent interests in the trust only and will not represent interests in or obligations of Fleet Bank (RI), National Association, Fleet Credit Card Funding Trust, or any of their affiliates. This prospectus may be used to offer and sell certificates of a series only if accompanied by the prospectus supplement for that series. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED THESE CERTIFICATES OR DETERMINED THAT THIS PROSPECTUS OR THE PROSPECTUS SUPPLEMENT IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. , 200 IMPORTANT NOTICE ABOUT INFORMATION PRESENTED IN THIS PROSPECTUS AND THE ACCOMPANYING PROSPECTUS SUPPLEMENT We provide information to you about the certificates in two separate documents that progressively provide more detail: (a) this prospectus, which provides general information, some of which may not apply to a particular series of certificates, including your series, and (b) the accompanying prospectus supplement, which will describe the specific terms of your series of certificates, including: - the terms, including interest rates, for each class; - the timing of interest and principal payments; - information about the receivables; - information about credit enhancement, if any, for each class; and - the method for selling the certificates. IF THE DESCRIPTION OF THE TERMS OF A PARTICULAR SERIES OF CERTIFICATES VARIES BETWEEN THE DESCRIPTION CONTAINED IN THIS PROSPECTUS AND THE DESCRIPTION IN THE ACCOMPANYING PROSPECTUS SUPPLEMENT, YOU SHOULD RELY ON THE INFORMATION IN THE ACCOMPANYING PROSPECTUS SUPPLEMENT. We include cross references in this prospectus and the accompanying prospectus supplement to captions in these materials where you can find further related discussions. The following table of contents and the table of contents included in the accompanying prospectus supplement provide the pages on which these captions are located. You can find a listing of the pages where terms used in this prospectus are defined under the caption "Index of Principal Terms," on page 79 in this prospectus. 2 TABLE OF CONTENTS
PAGE ---- Prospectus Summary...................... 5 The Trust............................. 5 Trust Assets.......................... 5 Transferor............................ 5 Servicer.............................. 6 Allocation of Trust Assets............ 6 Interest Payments on the Certificates....................... 6 Principal Payments on the Certificates....................... 6 Revolving Period................... 6 Accumulation and Amortization Periods.......................... 6 Effect of Pay Out Event............ 7 Shared Excess Finance Charge Collections........................ 7 Shared Principal Collections.......... 7 Credit Enhancement.................... 7 Certificate Ratings................... 7 Risk Factors............................ 8 Competition in the Credit Card Industry Could Lead to Early Payment of Your Certificates....... 8 A Change in the Terms of the Receivables May Adversely Affect the Amount or Timing of Collections and May Cause an Early Payment of Your Certificates or a Downgrade... 8 Some Interests May Be Given Priority Over Your Certificates Which Could Cause Your Receipt of Payments to be Delayed or Reduced.............. 8 Conservatorship, Receivership or Bankruptcy Could Result in Accelerated, Delayed or Reduced Payments to You.................... 9 Consumer Protection Laws May Restrict the Bank's Ability to Collect Receivables and Maintain Yield on the Portfolio and May Lead to an Early Pay Out or Inability to Pay Certificates in Full............... 12 Principal May Be Paid Earlier Than Expected Creating a Reinvestment Risk to Certificateholders or Later Than Expected Resulting in a Failure to Receive Payment When Expected........................... 13 Social, Economic and Geographic Factors Affect Credit Card Payments and Are Unpredictable and May Cause a Delay or Default in Payment...... 14 Acts of Terrorism and Resulting Political and Military Actions and the Economic Impact May Adversely Affect Originations and Collections of Credit Card Receivables......... 14 Credit Ratings Assigned to Your Certificates Are Limited in Nature............................. 14
PAGE ---- Credit Quality of Trust Assets May Be Eroded By the Addition of New Assets............................. 15 Credit Card Rates May Decline or Certificate Rates May Increase Without a Corresponding Change in Amounts Needed to Pay Certificates....................... 15 Issuance of Additional Series by the Trust May Adversely Affect Your Payments or Rights................. 15 If Optional Repurchase Occurs, It May Result in an Early Return of Principal and a Reinvestment Risk............................... 16 If Credit Card Account Holders Are Concentrated in One State or Geographic Location, Laws, Economic Downturn or Natural Disasters in that Area May Adversely Affect Collections of Receivables......... 16 If the Transferor Elects to Treat a Portion of Principal Receivables as Finance Charge Receivables, Principal Payments Could Be Delayed............................ 16 Amounts In Prefunding Account Not Invested in Receivables May Result in Early Return of Principal and Reinvestment Risk.................. 17 You Will Not Be Recognized as the Owner of Certificates on the Records of the Trustee and Will Not Be Able to Exercise Rights Directly as a Certificateholder............. 17 Trust Assets May Be Allocated to One or More Specific Series or Groups and Not Be Available to Your Series............................. 17 The Trust............................... 18 Formation............................. 18 Original Transfer to the Bank......... 18 Two-Step Transfers.................... 18 Trust Assets.......................... 19 Interests in the Trust................ 20 Limited Activities.................... 20 Transfer and Assignment................. 20 The Transfer.......................... 20 Assignment and Assumption Agreement... 20 Rights Agreement...................... 20 The Bank's Credit Card Activities....... 20 General............................... 20 Rights Agreement...................... 21 Credit Card Services.................. 21 Supplemental Information.............. 21 Acquisition and Use of Credit Cards... 21 Billing and Payments.................. 23
3 TABLE OF CONTENTS (CONTINUED)
PAGE ---- Description of First Data Resources, Inc................................ 23 Delinquencies......................... 24 Interchange........................... 25 Use of Proceeds......................... 25 Fleet Credit Card Funding Trust......... 25 The Bank and FleetBoston Financial Corporation........................... 26 Material Legal Aspects of the Receivables........................... 26 Matters Relating to the Transfer of the Receivables.................... 26 Matters Relating to Conservatorship and Receivership................... 27 Consumer Protection Laws.............. 29 Soldiers' and Sailors' Civil Relief Act of 1940........................ 29 Description of the Certificates......... 30 General............................... 30 Book-Entry Registration............... 33 Definitive Certificates............... 35 The Base Certificate; Additional Transferors........................ 36 Additional Account Owners............. 37 Interest Payments..................... 38 Principal Payments.................... 38 Shared Principal Collections.......... 39 Sharing of Excess Finance Charge Collections........................ 39 Companion Series...................... 39 New Issuances......................... 40 Transfer and Assignment of Receivables........................ 41 Liquidation of Receivables............ 42 Representations, Warranties and Covenants.......................... 43 Addition of Accounts.................. 47 Acquisition of Participation Interest........................... 49 Automatic Account Additions........... 49 Removal of Accounts................... 50 Servicing Procedures.................. 51 Discount Option....................... 52 Trust Accounts........................ 52 Series Percentage and Transferor Percentage......................... 54 Application of Collections............ 54 Operation of Excess Funding Account... 54 Defaulted Receivables; Rebates and Fraudulent Charges................. 55 Final Payment of Principal and Interest; Termination.............. 56 Trust Pay Out Events.................. 56 Servicing Compensation and Payment of Expenses........................... 57
PAGE ---- Matters Regarding the Servicer........ 58 Indemnification....................... 59 Servicer Default...................... 59 Report to Certificateholders.......... 61 Evidence as to Compliance............. 61 Amendments............................ 62 Defeasance............................ 63 List of Certificateholders............ 63 The Trustee........................... 63 The Receivables Purchase Agreement...... 64 Sale of Receivables................... 64 Representations and Warranties........ 65 Amendments............................ 66 Termination........................... 66 Enhancement............................. 66 General............................... 66 Subordination......................... 67 Letter of Credit...................... 67 Cash Collateral Guaranty or Account... 67 Collateral Interest................... 68 Swap Agreements....................... 68 Surety Bond or Insurance Policy....... 68 Spread Account........................ 68 Certificate Rating...................... 68 Federal Income Tax Consequences......... 69 General............................... 69 Treatment of the Certificates as Debt............................... 69 Treatment of the Trust................ 70 Taxation of Interest Income of U.S. Certificate Owners................. 72 Sale or Exchange of Certificates...... 72 Foreign Certificate Owners............ 72 Backup Withholding and Information Reporting.......................... 74 State and Local Taxation.............. 74 ERISA Considerations.................... 74 Plan of Distribution.................... 76 Underwriting............................ 77 Legal Matters........................... 77 Reports to Certificateholders........... 77 Where You Can Find More Information..... 77 Index of Principal Terms................ 79 Global Clearance, Settlement and Tax Documentation Procedures.............. A-1
4 PROSPECTUS SUMMARY This summary highlights selected information from this document and does not contain all of the information that you need to consider in making your investment decision. To understand all of the terms of an offering of the certificates, read carefully this entire document and the accompanying prospectus supplement. This summary provides an overview of the trust assets including, in particular, the receivables and how these receivables will be allocated and other information to aid your understanding and is qualified by the full description of such information in this prospectus and the accompanying prospectus supplement. THE TRUST Fleet Credit Card Master Trust II was formed in 1993 pursuant to a pooling and servicing agreement. The pooling and servicing agreement, as amended, is among Fleet Credit Card Funding Trust, as transferor, Fleet Bank (RI), National Association, as servicer, and Bankers Trust Company, as trustee. - - The trust is a master trust in which multiple series of certificates may be issued. Each series is issued pursuant to a supplement to the pooling and servicing agreement. The terms of a series are described in the series supplement. - - Some classes or series may not be offered by this prospectus; for example, they may be offered in a private placement. See "Formation of the Trust" and "Transfer and Assignment" in this prospectus. TRUST ASSETS The transferor and previous sellers have transferred to the trust the receivables in designated VISA(R) and MasterCard(R)((1)) revolving credit card accounts. The accounts are owned by the bank. Pursuant to the receivables purchase agreement, the bank sells receivables in the designated accounts to Fleet Credit Card Funding Trust. Fleet Credit Card Funding Trust transfers the receivables to the trust pursuant to the pooling and servicing agreement. The receivables transferred to the trust are the primary trust assets. The bank, at the request of the transferor will periodically designate additional accounts and sell the receivables in the accounts to Fleet Credit Card Funding Trust. Fleet Credit Card Funding Trust will transfer the receivables in these additional accounts to the trust and new receivables generated in the new accounts will be transferred automatically to the trust. The total amount of receivables in the trust will fluctuate daily as new receivables are generated and payments are received on accounts. Additional assets may be transferred to the trust. See "The Bank's Credit Card Activities" and "Description of the Certificates--Addition of Accounts" in this prospectus. Additional trust assets may include: - - monies and investments in the trust's bank accounts; - - revolving credit card accounts affiliated with programs other than VISA and MasterCard or credit card accounts in programs created for a specific company; - - participations in other pools of revolving credit card receivables or consumer loan receivables, secured and unsecured arising as a result of advances made on bank cards, private label cards, corporate cards and unsecured revolving lines of credit; and - - instruments and rights providing credit enhancement to a series or class. TRANSFEROR The transferor is Fleet Credit Card Funding Trust, Fleet Credit Card Funding Trust is a Delaware business trust. It was formed as a Delaware limited liability company on November 15, 2001 and converted to a business trust on March 28, 2002. The transferor is an indirect subsidiary of the bank. The transferor's address is 300 North Wakefield Drive, Suite DE EH 60002 P, Newark, Delaware 19702 and telephone is (302) 266-5004. - ------------ (1) VISA(R) and MasterCard(R) are federally registered servicemarks of VISA U.S.A., Inc. and MasterCard International Inc., respectively. 5 SERVICER The bank services the receivables under the terms of the pooling and servicing agreement. In limited cases, the bank may resign or be removed and either the trustee or a third party may be appointed as the new servicer. The servicer receives a servicing fee from the trust. Each series is obligated to pay a portion of the servicing fee. See "Description of the Certificates--Servicing Compensation and Payment of Expenses" and "--Matters Regarding the Servicer" in this prospectus. ALLOCATION OF TRUST ASSETS The trust assets are allocated among the series of certificates outstanding and the interest of the transferor, as holder of the transferors' interest. The interest in the assets of the trust not represented by the certificates and other interests issued by the trust to investors is called the transferors' interest. Certificateholders are only entitled to amounts allocated to their series and only to the extent of interest and principal payments due on their certificates. See "Description of the Certificates--Series Percentage and Transferor Percentage" in this prospectus. INTEREST PAYMENTS ON THE CERTIFICATES Each certificate of a series will represent the right to receive payments of interest as described in the prospectus supplement for that series. If a series of certificates consists of more than one class, each class may differ in, among other things, priority of payments, payment dates, interest rates, method for computing interest and rights to credit enhancement. Each class of certificates may have fixed, floating or any other type of interest rate. Generally, interest will be paid monthly, quarterly or on other scheduled dates over the life of the certificates. See "Description of the Certificates--Interest Payments" and "Enhancement" in this prospectus. PRINCIPAL PAYMENTS ON THE CERTIFICATES Each certificate of a series will represent the right to receive payments of principal as described in the prospectus supplement prepared for that series. If a series of certificates consists of more than one class, each class may differ in, among other things, the amounts allocated for principal payments, priority of payments, payment dates, maturity, and rights to series enhancement. REVOLVING PERIOD Each series of certificates will begin with a period during which the trust will not pay or accumulate principal for payment to the certificateholders. The period when no principal is paid or accumulated is known as the revolving period. The trust, during the revolving period, will usually pay available principal to the holder of the transferors' interest, but may pay amounts due to holders of certificates of other series. ACCUMULATION AND AMORTIZATION PERIODS Following the revolving period, each class of certificates will have one or a combination of the following periods in which: - - principal is accumulated in specified amounts per month and paid on a scheduled date; - - principal is paid in fixed amounts at scheduled intervals; - - principal is paid in varying amounts at scheduled intervals; - - principal is paid, at the option of the transferor, in amounts and on dates designated by the transferor; - - principal is accumulated in varying amounts each month based on the amount of principal receivables collected following a pay out event; or - - principal is paid in varying amounts each month based on the amount of principal receivables collected following a pay out event. The time at which principal payments or principal accumulation will begin and the period over which principal payments or principal accumulation will occur will vary from one series to another and within a series from one class to another. The principal payment provisions for each series and class will be included in the prospectus supplement prepared for the related series. 6 EFFECT OF PAY OUT EVENT If any pay out event occurs, then for each affected series, the revolving period will end and either a rapid amortization period or a rapid accumulation period will begin. Within a series, the rapid amortization period may apply to one or more classes of the series and a rapid accumulation period may apply to another class or classes of the series. In a rapid amortization period, the trust will pay all available principal to the certificateholders of that series or class on each distribution date. In a rapid accumulation period, the trust will place all available principal for that series or class into an account to be held until the expected final distribution date for that series or class. Principal accumulated during a rapid accumulation period will, in most cases, be paid to the certificateholders of the series or class for which it was accumulated on the expected final distribution date. For both a rapid amortization period and a rapid accumulation period, if the series has more than one class, then each class may have a different priority for payment or accumulation. A pay out event may affect one or more series. See "Description of Certificates--Trust Pay Out Events" in this prospectus for a discussion of the events that might lead to a rapid amortization period. SHARED EXCESS FINANCE CHARGE COLLECTIONS Any series may be included in a group of series. If specified in the related prospectus supplement, amounts designated as excess spread for a series and not needed for that series, will be excess finance collections which may be applied to cover shortfalls of other series in the same group. See "Description of the Certificates--Sharing of Excess Finance Charge Collections" "--Applications of Collections" and "--Defaulted Receivables; Rebates and Fraudulent Charges" in this prospectus. SHARED PRINCIPAL COLLECTIONS If specified in the accompanying prospectus supplement, collections of principal receivables allocated to a series and not needed for that series, may be applied to cover principal needs for other series in the same group. See "Description of the Certificates--Shared Principal Collections" in this prospectus. CREDIT ENHANCEMENT Each class of a series may be entitled to credit enhancement. Credit enhancement for the certificates of any class may take the form of one or more of the following: - - subordination - - collateral interest - - insurance policy - - cash collateral guaranty or account - - letter of credit - - surety bond - - spread account - - reserve account - - swap arrangements The type, characteristics and amount of any credit enhancement will be: - - based on several factors, including the characteristics of the receivables and accounts at the time a series of certificates is issued and the structure of the series; and - - established based on the requirements of the rating agencies. See "Enhancement" in this prospectus. CERTIFICATE RATINGS Any certificate offered by this prospectus and an accompanying prospectus supplement will be rated in one of the four highest rating categories by at least one nationally recognized rating organization. A rating is not a recommendation to buy, sell or hold securities and may be revised or withdrawn at any time by the assigning agency. Each rating should be evaluated independently of any other rating. See "Risk Factors--Credit Ratings Assigned to Your Certificates Are Limited in Nature" in this prospectus. 7 RISK FACTORS You should consider the following factors before you decide whether or not to purchase the certificates. COMPETITION IN THE CREDIT CARD INDUSTRY COULD LEAD TO EARLY PAYMENT OF YOUR CERTIFICATES The bank credit card industry is highly competitive. As the bank's competitors strive to expand their market share, the bank's use of effective advertising, target marketing and pricing strategies becomes extremely important. The bank has remained competitive by offering low rate balance transfer options, lower fixed annual percentage rate cards, no-annual-fee cards, and other cards that offer savings or other rewards to the borrower. In light of recent mergers and consolidations of banking and financial services companies, there are fewer card issuers with greater economies of scale and brand recognition. Also, the use of debit cards associated with the VISA or MasterCard logo competes with traditional credit card usage. The increase in competition and the use of lower annual percentage rate offers may lead to a reduction in yield on the bank's portfolio. The lower rates also may reduce the amount of finance charge collections available to pay interest on the certificates. Increased competition resulting from consolidations and mergers may also impact the bank's ability to originate new accounts and generate new receivables. If the origination of new accounts or the generation of new receivables decreases significantly, the transferor may not be able to designate additional accounts to the trust when required and a pay out event and early amortization may occur. If your series provides for rapid amortization upon the occurrence of a series pay out event, these events may cause your principal to be paid back earlier than expected. A CHANGE IN THE TERMS OF THE RECEIVABLES MAY ADVERSELY AFFECT THE AMOUNT OR TIMING OF COLLECTIONS AND MAY CAUSE AN EARLY PAYMENT OF YOUR CERTIFICATES OR A DOWNGRADE As owner of the accounts, the bank retains the right to change various account terms including finance charges, other fees and the required monthly minimum payment. The changes may be voluntary on the part of the bank or may be forced by law or market conditions. Changes in interest and fees could decrease the effective yield on the accounts. If your series provides for rapid amortization upon the occurrence of a series pay out event, this could result in an early amortization of your certificates. Changes could also cause a reduction in the credit ratings of your certificates. See "Description of the Certificates--Representations, Warranties and Covenants" in this prospectus. SOME INTERESTS MAY BE GIVEN PRIORITY OVER YOUR CERTIFICATES WHICH COULD CAUSE YOUR RECEIPT OF PAYMENTS TO BE DELAYED OR REDUCED Prior to the substitution of Fleet Credit Card Funding Trust for the bank as transferor under the pooling and servicing agreement, the bank represented and warranted that its transfer of receivables to the trust was either (i) an absolute sale of those receivables or (ii) the grant of a security interest in those receivables. After the substitution of Fleet Credit Card Funding Trust as transferor to the trust, the bank represents and warrants that its transfer of receivables to the transferor under the receivables purchase agreement is an absolute sale of those receivables, and the transferor represents and warrants that its transfer of receivables to 8 the trust is either (i) an absolute sale of those receivables or (ii) the grant of a security interest in those receivables. Prior to the substitution of Fleet Credit Card Funding Trust for the bank as transferor under the pooling and servicing agreement, the bank took steps under the UCC to perfect the trust's interest in the receivables. After the substitution date, the bank takes steps under the UCC to perfect the transferor's interest in the receivables, and the transferor takes steps under the UCC to perfect the trust's interest in the receivables. If the UCC does not govern these transfers, however, payments to you could be delayed or reduced if some other action is required under applicable law and has not been taken. Prior to the substitution date, the bank represented, warranted, and covenanted that its transfer of receivables was perfected and free and clear of the lien or interest of any other entity (other than liens permitted by the pooling and servicing agreement). After the substitution date, the bank and the transferor each represents, warrants, and covenants that its transfer of receivables is perfected and free and clear of the lien or interest of any other entity (other than liens permitted by the pooling and servicing agreement and the receivables purchase agreement). If any of these representations, warranties, or covenants is not true, however, the interest of the trust in the receivables could be impaired, and payments to you could be delayed or reduced. For instance, - a prior or subsequent transferee of receivables could have an interest in the receivables superior to the interest of the trust; - a tax, governmental, or other nonconsensual lien that attaches to the property of the bank or the transferor could have priority over the interest of the trust in the receivables; - the administrative expenses of a conservator, receiver, or bankruptcy trustee for the bank or Fleet Credit Card Services, L.P. could be paid from collections on the receivables before certificateholders receive any payments; and - if insolvency proceedings were commenced by or against the bank, or if certain time periods were to pass, the trust may lose any perfected interest in collections held by the bank and commingled with other funds. CONSERVATORSHIP, RECEIVERSHIP OR BANKRUPTCY COULD RESULT IN ACCELERATED, DELAYED OR REDUCED PAYMENTS TO YOU The bank is chartered as a national banking association and is regulated and supervised by the Office of the Comptroller of the Currency, which is authorized to appoint the Federal Deposit Insurance Corporation as conservator or receiver for the bank if certain events occur relating to the bank's financial condition or the propriety of its actions. In addition, the FDIC could appoint itself as conservator or receiver for the bank. Prior to the substitution date, the bank treated its transfer of receivables to the trust as a sale for accounting purposes. After the substitution date, the bank treats its transfer of receivables to the transferor under the receivables purchase agreement as a sale under 9 general applicable law. Arguments may be made, however, that any of these transfers constitutes the grant of security interests under general applicable law. Nevertheless, the FDIC has issued regulations surrendering certain rights under the Federal Deposit Insurance Act, as amended by the Financial Institutions Reform, Recovery and Enforcement Act of 1989, to reclaim, recover, or recharacterize a financial institution's transfer of financial assets such as the receivables if (i) the transfer involved a securitization of the financial assets and meets specified conditions for treatment as a sale under relevant accounting principles, (ii) the financial institution received adequate consideration for the transfer, (iii) the parties intended that the transfer constitute a sale for accounting purposes, and (iv) the financial assets were not transferred fraudulently, in contemplation of the financial institution's insolvency, or with the intent to hinder, delay, or defraud the financial institution or its creditors. The bank's transfer of the receivables, and the agreements under which the bank made and makes those transfers, are intended to satisfy all of these conditions. If a condition required under the FDIC's regulations were found not to have been met, however, the FDIC could reclaim, recover, or recharacterize the bank's transfer of the receivables. If the FDIC were successful, the FDIA would limit any damages to "actual direct compensatory damages" determined as of the date that the FDIC was appointed as conservator or receiver for the bank. The FDIC, moreover, could delay its decision whether to reclaim, recover, or recharacterize the bank's transfer of the receivables for a reasonable period following its appointment as conservator or receiver for the bank. Therefore, if the FDIC were to reclaim, recover, or recharacterize the bank's transfer of the receivables, payments to you could be delayed or reduced. Even if the conditions set forth in the regulations were satisfied and the FDIC did not reclaim, recover, or recharacterize the bank's transfer of the receivables, you could suffer a loss on your investment if: - the receivables purchase agreement, the pooling and servicing agreement, or the bank's transfer of the receivables were found to violate the regulatory requirements of the FDIA, - the transferor or the trustee were required to comply with the claims process established under the FDIA in order to collect payments on the receivables, - the FDIC were to request a stay of any action by the transferor or the trustee to enforce the receivables purchase agreement, the pooling and servicing agreement, or the certificates, or - the FDIC were to repudiate other parts of the receivables purchase agreement, the pooling and servicing agreement, or the administration agreement, such as any obligation to collect payments on or otherwise service the receivables or to manage the transferor. Fleet Credit Card Funding Trust is an indirect subsidiary of the bank. Certain provisions of the FDIA and regulations issued by 10 banking authorities may apply not only to the bank but to its subsidiaries as well. If Fleet Credit Card Funding Trust were found to have violated any of these provisions or regulations, payments to you could be delayed or reduced. Arguments also may be made that the FDIC's rights and powers under the FDIA extend to Fleet Credit Card Funding Trust and that, as a consequence, the FDIC could repudiate or otherwise directly affect the rights of certificateholders under the pooling and servicing agreement. If the FDIC were to take this position, payments to you could be delayed or reduced. In addition, if the bank entered conservatorship or receivership or if Fleet Credit Card Services, L.P. or any of its affiliates were to become a debtor in a bankruptcy case, the FDIC or the court could exercise control over the receivables or the other assets of Fleet Credit Card Funding Trust on an interim or a permanent basis. Although steps have been taken to minimize this risk, the arguments could be made that-- - the assets of Fleet Credit Card Funding Trust (including the receivables) constitute assets of the bank available for liquidation and distribution by a conservator or receiver for the bank; - Fleet Credit Card Funding Trust and its assets (including the receivables) should be substantively consolidated with the bank and its assets or with the bankruptcy estate of Fleet Credit Card Services, L.P. or any of its affiliates; or - the FDIC's control over the receivables is necessary for the bank to reorganize or to protect the public interest, or the receivables are necessary for Fleet Credit Card Services, L.P. or any of its affiliates to reorganize. If these or similar arguments were made, whether successfully or not, payments to you could be delayed or reduced. If Fleet Credit Card Services, L.P. or any of its affiliates were to enter bankruptcy, moreover, the trustee and the certificateholders could be prohibited from taking any action to enforce the receivables purchase agreement or the pooling and servicing agreement without the permission of the bankruptcy court. Furthermore, regardless of any decision made by the FDIC or ruling made by a court, the fact that the bank has entered conservatorship or receivership or that a bankruptcy case has been commenced by or against Fleet Credit Card Services, L.P. or its affiliates could have an adverse effect on the liquidity and value of the certificates. In addition, regardless of the terms of the receivables purchase agreement or the pooling and servicing agreement, and regardless of the instructions of those authorized to direct the transferor's and the trustee's actions, the FDIC as conservator or receiver for the bank or a court overseeing the bankruptcy case of Fleet Credit Card Services, L.P. or any of its affiliates may have the power: - to prevent or require the commencement of an early amortization period or early accumulation period, - to prevent, limit, or require the early liquidation of receivables and termination of the trust, or 11 - to require, prohibit, or limit the continued transfer of receivables. Furthermore, regardless of the terms of the pooling and servicing agreement or the administration agreement, the FDIC or a court: - could prevent the appointment of a successor servicer or another manager for the transferor, or - could authorize the bank to stop servicing the receivables or managing the transferor. If any of these events were to occur, payments to you could be delayed or reduced. CONSUMER PROTECTION LAWS MAY RESTRICT THE BANK'S ABILITY TO COLLECT RECEIVABLES AND MAINTAIN YIELD ON THE PORTFOLIO AND MAY LEAD TO AN EARLY PAY OUT OR INABILITY TO PAY CERTIFICATES IN FULL Federal and state consumer protection laws regulate the creation and enforcement of consumer loans, including credit card accounts and receivables. New legislation and regulatory changes affecting consumer loans and, in many cases, specifically aimed at the credit card industry, are always under consideration both at the federal and state levels. If implemented, some of the legislative changes which have been proposed would: - limit the bank's ability to increase finance charges; - restrict or cap interest rates on credit card accounts; - limit the bank's ability to impose or increase fees; and - require increased disclosure and reporting to cardholders and applicants for credit cards. It is not clear whether any of these proposals will become law or, if enacted, what form they would take. However, you should be aware that legislative and regulatory changes can be expected from time to time. These changes may make it more difficult for the servicer to collect the receivables or may restrict the finance charges and fees that the bank can charge. If, as a result of legislative or regulatory changes, the bank were required to reduce its finance charges and fees, or, if the bank were not permitted to increase finance charges and fees when needed, this could cause a pay out event to occur. The bank makes representations and warranties relating to compliance with the requirements of law. The bank also makes representations and warranties in the receivables purchase agreement relating to the validity and enforceability of the accounts and the receivables. The transferor makes similar representations and warranties in the pooling and servicing agreement and agrees to indemnify the trust for, among other things, any liability arising from the violation of laws. However, the trustee will not make any examination of the receivables or the records relating to the receivables for the purpose of establishing the presence or absence of defects, compliance with the representations and warranties, or for any other purpose. If a representation or warranty is breached, the only remedy is that the transferor or the servicer must accept the transfer and reassignment of receivables affected by the violation. 12 See "Description of the Certificates--Representation, Warranties and Covenants" and "Material Legal Aspects of the Receivables--Consumer Protection Laws" in this prospectus. PRINCIPAL MAY BE PAID EARLIER THAN EXPECTED CREATING A REINVESTMENT RISK TO CERTIFICATEHOLDERS OR LATER THAN EXPECTED RESULTING IN A FAILURE TO RECEIVE PAYMENT WHEN EXPECTED The receivables in the trust may be paid at any time and there is no assurance that new receivables will be generated or will be generated at levels needed to maintain the trust. To prevent the occurrence of a pay out event, new receivables must be generated and added to the trust. The trust is required to maintain a certain minimum amount of receivables. The generation of new receivables is affected in part, by the bank's ability to compete in the current industry environment and by customers' changing borrowing and payment patterns. If there is a decline in the generation of new receivables you may be repaid your principal prior to the expected date. One development which affects the level of finance charge collections is the increased convenience use of credit cards. Convenience use means that the customers pay their account balances in full on or prior to the due date. The customer, therefore, avoids all finance charges on his account. This decreases the effective yield on the accounts and could cause the occurrence of a pay out event. Convenience use is more common among cardholders who are not assessed an annual fee than among those who pay these fees. A substantial majority of the cardholders on the accounts designated to the trust are not charged an annual cardholder fee. The pooling and servicing agreement requires that the balance of principal receivables in the trust not fall below a specified level. If the level of principal receivables does fall below the required level, a pay out event will occur. To maintain the level of principal receivables in the trust, the transferor periodically adds receivables through the designation of additional accounts for inclusion in the trust. If the transferor is not able to add additional accounts when required, a pay out event will occur. See "Description of the Certificates--Trust Pay Out Events" in this prospectus and "Description of the Certificates--Pay Out Events" in the accompanying prospectus supplement. Changes in finance charges also will affect payment patterns on the receivables and thus may result in a decline in yield. During the amortization periods, this may adversely affect the repayment of principal. See "Receivable Yield Considerations" in the accompanying prospectus supplement. 13 SOCIAL, ECONOMIC AND GEOGRAPHIC FACTORS AFFECT CREDIT CARD PAYMENTS AND ARE UNPREDICTABLE AND MAY CAUSE A DELAY OR DEFAULT IN PAYMENT Changes in credit card use, payment patterns and the rate of defaults by cardholders may result from a variety of social, economic and geographic factors. Social factors include changes in consumer confidence levels and attitude toward incurring debt, the public's perception of the use of credit cards and changing attitudes regarding the stigma of personal bankruptcy. Economic factors include the rate of inflation, the unemployment rates and relative interest rates offered for various types of loans. Moreover, adverse changes in economic conditions in states where cardholders are located could have a direct impact on the timing and amount of payments on the certificates of any series. See "The Bank's Credit Card Activities" in this prospectus and the accompanying prospectus supplement. ACTS OF TERRORISM AND RESULTING POLITICAL AND MILITARY ACTIONS AND THE ECONOMIC IMPACT MAY ADVERSELY AFFECT ORIGINATIONS AND COLLECTIONS OF CREDIT CARD RECEIVABLES The acts of terrorism which occurred in the United States on September 11, 2001 had an immediate impact on commercial operations in the United States, including consumers' use of credit cards and payment of credit card bills in the first few days after the attack. Additional acts of terrorism are possible in the future and if they occur, such acts and any resulting political and military action may also have an impact on consumers' use of credit cards and the payment of credit card bills and upon general economic conditions, consumer confidence and general market liquidity. In addition, existing and future legislation may impact the incurrence of consumer debt and payment of credit card balances. In particular, under the Soldiers' and Sailors' Civil Relief Act of 1940, as amended, members of the military, including reservists, on active duty who have entered into obligations, such as incurring consumer credit card debt, before being called to active duty may be entitled to reductions in interest rates to a cap of 6% and a stay of collection efforts. We cannot predict how any of these or other factors will affect repayment patterns or card use and, consequently, the timing and amount of payments on your series. Any reductions in the amount or timing of interest or principal payments will reduce the amount available for distribution on the securities. CREDIT RATINGS ASSIGNED TO YOUR CERTIFICATES ARE LIMITED IN NATURE Each credit rating assigned to your certificates reflects the rating agency's assessment only of the likelihood that interest and principal will be paid when required under the pooling and servicing agreement, not when expected. These ratings are based on the rating agencies' determination of the value of receivables in the trust and the availability of any credit enhancement. The ratings do not address the following: - the likelihood that the principal or interest on your certificate will be prepaid, paid on a scheduled date or paid on any particular date before the termination date of your series; - the possibility that your certificates will be paid early or the possibility of the imposition of United States withholding tax for non-U.S. Certificateholders; - the marketability of the certificates, or any market price; or - that an investment in the certificates is a suitable investment for you. 14 A rating is not a recommendation to purchase, hold or sell certificates of a series or class of a series. CREDIT QUALITY OF TRUST ASSETS MAY BE ERODED BY THE ADDITION OF NEW ASSETS The transferor expects that it will periodically add additional accounts to the trust and may at times be obligated to add additional accounts. Additional accounts may include accounts which were originated using criteria that are different than those applicable to the accounts currently designated to the trust. There are many reasons which could cause these differences, including the fact that the additional accounts were originated at a different date or were acquired from an institution which used different underwriting standards or procedures. Consequently, there is no assurance that future additional accounts will have the same credit quality as those currently designated to the trust. In addition, the pooling and servicing agreement allows the transferor to add participation interests in other assets to the trust. The addition of these participation interests and of additional accounts will be subject to the satisfaction of conditions described in this prospectus under "Description of the Certificates--Addition of Accounts" and "--Automatic Account Additions." CREDIT CARD RATES MAY DECLINE OR CERTIFICATE RATES MAY INCREASE WITHOUT A CORRESPONDING CHANGE IN AMOUNTS NEEDED TO PAY CERTIFICATES Some accounts have floating rate finance charges set at a rate above the London interbank offered rate or the prime rate. Other accounts have finance charges set at rates established from time to time by the bank. Certificates may bear interest at a fixed rate or a floating rate based on a specified index. For certificates which bear interest at a floating rate, the specified index may be different from the index on the floating rate accounts. If the London interbank offered rate or other specified rate on the accounts declines, finance charge collections will decline; however, there may not be a corresponding decrease in the interest rates on the certificates. The effect of lower finance charges without a corresponding reduction in the rates on the certificates could be the occurrence of a pay out event which could cause your certificates to be paid early. Similarly, with respect to finance charges on those accounts which have a rate established by the bank from time to time, if there is an increase in interest rates on the certificates, there will not be a corresponding increase in the amount of finance charge collections on those accounts unless and until we can reset the rates on those accounts. The effect of higher interest rates on the certificates without a corresponding increase in the rates on the accounts could cause a pay out event to occur which may cause your certificates to be paid early. ISSUANCE OF ADDITIONAL SERIES BY THE TRUST MAY ADVERSELY AFFECT YOUR PAYMENTS OR RIGHTS The trust is a master trust and has issued other series of certificates and is expected to issue additional series from time to time. All certificates are payable from the receivables in the trust. The trust may issue additional series with terms that are different from your series without the prior review or consent of any certificateholders. It is a condition to the issuance of each new series that each rating agency that has rated an outstanding series, confirms in writing that 15 the issuance of the new series will not result in a reduction or withdrawal of its rating. However, the terms of a new series could affect the timing and amounts of payments on any other outstanding series, including your series. The owners of the certificates of any new series will have voting rights which will reduce the percentage interest represented by your series. The affected voting rights may relate to the ability to approve waivers and give consents. The actions which may be affected include directing the appointment of a successor servicer following a servicer default, amending the pooling and servicing agreement and directing a reassignment of the entire portfolio of accounts. See "Description of the Certificates--New Issuances" in this prospectus. IF OPTIONAL REPURCHASE OCCURS, IT MAY RESULT IN AN EARLY RETURN OF PRINCIPAL AND A REINVESTMENT RISK When the amount of certificates of a series is reduced to a stated percentage of that series' original amount, the transferor may repurchase the remaining certificates of the series. It is possible, if so provided in the applicable series supplement, that the repurchase option could be exercised when 10% or more of the principal amount of the series remains outstanding. A repurchase may result in an early return of your investment. It is not expected that any premium will be paid in the event of the exercise of the repurchase option and there can be no assurance that you will be able to invest any early repayment amount at a similar rate of return. IF CREDIT CARD ACCOUNT HOLDERS ARE CONCENTRATED IN ONE STATE OR GEOGRAPHIC LOCATION, LAWS, ECONOMIC DOWNTURN OR NATURAL DISASTERS IN THAT AREA MAY ADVERSELY AFFECT COLLECTIONS OF RECEIVABLES If the trust contains a high concentration of receivables relating to cardholders located within a single state or region of the United States, events in that state or region may have a magnified effect on the trust due to the concentration. The prospectus supplement of a series will contain a then-current detailed geographic breakdown of the number of accounts and the amount of receivables relating to cardholders with addresses in each applicable state. See "The Receivables--Geographic Distribution of Accounts and Receivables" in the accompanying prospectus supplement. Neither the bank, nor the transferor has any way of predicting how a future geographic event or a change in the geographic distribution of the receivables may affect the certificates. IF THE TRANSFEROR ELECTS TO TREAT A PORTION OF PRINCIPAL RECEIVABLES AS FINANCE CHARGE RECEIVABLES, PRINCIPAL PAYMENTS COULD BE DELAYED The documents relating to the certificates permit the transferor to cause a percentage of principal receivables to be discounted as principal receivables and treated as finance charge receivables. The transferor may elect to use the discount and may decide, without notice to or the consent of any holders of certificates, to reduce the discount or discontinue the use of the discount. Any election by the transferor to discount the principal receivables will result in an increase in the amount of finance charge receivables and a reduction in the amount of principal receivables and the collection of principal receivables from that which would otherwise occur. This may result in delayed principal payments on the certificates. Use of the discount will also reduce the transferors' interest in the trust, thereby making pay out events based in part on the amount of collections of finance charge receivables less likely to occur and increasing the likelihood that the transferor will have to designate more accounts to the trust or that a pay out event will occur based on the transferors' interest or 16 the amount of principal receivables in the trust. Any subsequent reduction or withdrawal of the percent used in discounting the principal receivables would have the opposite effect. AMOUNTS IN PREFUNDING ACCOUNT NOT INVESTED IN RECEIVABLES MAY RESULT IN EARLY RETURN OF PRINCIPAL AND REINVESTMENT RISK The transferor may, in connection with any series, create a prefunding account and deposit a portion of the proceeds of the series into the account. Moneys in the account will be invested in additional principal receivables. However, any money in the prefunding account not used by a specific date must be paid to the holders of the certificates of that series. This will result in an early return of principal. The transferor does not expect to pay a prepayment penalty or premium in that event. If you receive an early payment you may not be able to reinvest at a rate equivalent to the rate on the certificates which were paid early. YOU WILL NOT BE RECOGNIZED AS THE OWNER OF CERTIFICATES ON THE RECORDS OF THE TRUSTEE AND WILL NOT BE ABLE TO EXERCISE RIGHTS DIRECTLY AS A CERTIFICATEHOLDER If so stated in the accompanying prospectus supplement, the certificates of that series initially will be represented by one or more certificates registered in the name of Cede, the nominee for DTC, and will not be registered in the names of the certificate owners or their nominees. Unless definitive certificates are issued for a series, certificate owners of that series will not be recognized by the trustee as certificateholders, as that term is used in the governing documents. As a result you will only be able to exercise the rights of certificateholders indirectly through DTC, Clearstream or Euroclear and their participating organizations. See "Description of Certificates--Book-Entry Registration" and "--Definitive Certificates" in this prospectus. TRUST ASSETS MAY BE ALLOCATED TO ONE OR MORE SPECIFIC SERIES OR GROUPS AND NOT BE AVAILABLE TO YOUR SERIES A series supplement or an amendment to the pooling and servicing agreement may provide that portions of the receivables or participation interests in the trust be allocated to one or more series or groups. If such an allocation were to occur, and if the allocation was not to your series or a group in which your series is included, your series would not be able to benefit from such receivables or participation interests. Such an allocation is dependent upon: - written confirmation, from each rating agency rating any outstanding series, that the allocation will not result in that rating agency reducing or withdrawing its rating of any outstanding series or class of certificates, and - delivering an officer's certificate to the trustee by the servicer that states that the servicer reasonably believes that the allocation will not have an adverse effect. 17 THE TRUST FORMATION Fleet Credit Card Master Trust II (the "TRUST") was formed, in accordance with the laws of the State of New York, pursuant to a Pooling and Servicing Agreement dated as of December 1, 1993. The Pooling and Servicing Agreement has been amended numerous times and was most recently amended and restated as of January 1, 2002. The Pooling and Servicing Agreement is among Fleet Credit Card Funding Trust ("FCCF") as transferor, Fleet Bank (RI), National Association (the "BANK"), as servicer, and Bankers Trust Company, as trustee. The Pooling and Servicing Agreement, as originally executed, was between Colonial National Bank USA and the trustee. Colonial National Bank USA subsequently became Advanta National Bank. The trust, when formed in 1993, was known as ADVANTA Credit Card Master Trust II. All references to the "trust" in this prospectus and in the accompanying prospectus supplement are to Fleet Credit Card Master Trust II and not to FCCF. ORIGINAL TRANSFER TO THE BANK On February 20, 1998, under the terms of an assignment and assumption agreement, Advanta National Bank transferred to the bank the ownership interest in substantially all of the accounts in the Advanta consumer credit card portfolio including those that were then designated to the trust, and the bank replaced Advanta National Bank as seller and servicer under the Pooling and Servicing Agreement. At the same time, by amendment to the Pooling and Servicing Agreement, the name of the trust was changed to Fleet Credit Card Master Trust II. TWO-STEP TRANSFERS Under the Pooling and Servicing Agreement, the bank was both seller and servicer from the time of its assumption of those obligations on February 20, 1998 until January 1, 2002. In the capacity as seller, the bank and its predecessors sold receivables directly to the trust. As of January 1, 2002, the Pooling and Servicing Agreement was amended and restated to remove the bank as the direct seller to the trust and substitute FCCF as the transferor of receivables to the trust. As described below, as of January 1, 2002, the bank entered into a Receivables Purchase Agreement with FCCF. Under that agreement FCCF purchases receivables from the bank for transfer to the trust. These changes were made to comply with changes in financial accounting standards which became applicable to the bank for transfers of receivables occurring after December 31, 2001. The change from a one-step transfer of assets to the trust to a two-step transfer of assets resulted in a change in the terminology used in the Pooling and Servicing Agreement. Prior to the January 1, 2002 amendments, the bank and its predecessors as the entities transferring receivables to the trust were referred to as the "seller" or "sellers." Following the January 1, 2002 amendments, FCCF and any additional transferors to the trust are referred to as the "transferor" or "transferors." As used in this prospectus, the term "TRANSFEROR" or "TRANSFERORS" means FCCF and any additional transferors and, where appropriate, the seller or sellers to the trust prior to January 1, 2002. January 1, 2002 is referred to in this prospectus as the "SUBSTITUTION DATE." In addition to its role as servicer, the bank is the owner of revolving credit card accounts. Under a receivables purchase agreement dated as of January 1, 2002 between the bank and the transferor (the "RECEIVABLES PURCHASE AGREEMENT"), the bank sells the receivables from designated accounts to the transferor, and under the Pooling and Servicing Agreement, the transferor transfers those receivables to the trust. 18 TRUST ASSETS The trust, from time to time, issues series of asset-backed securities. Each series is issued pursuant to the terms of a series supplement to the Pooling and Servicing Agreement. The Pooling and Servicing Agreement and any series supplement are sometimes collectively referred to as the "POOLING AND SERVICING AGREEMENT." All of the asset-backed securities that have been issued and that will be issued under the Pooling and Servicing Agreement represent undivided interests in the assets of the Fleet Credit Card Master Trust II. The assets of the trust consist primarily of receivables in consumer revolving credit card accounts designated to the trust. The "RECEIVABLES" represent the amounts outstanding on the accounts and owed by the credit card holders. When the trust was created in 1993, the original seller designated the initial accounts to the trust and transferred to the trust the receivables in those initial accounts, including future receivables arising in those accounts after the designation. Since the initial designation, the sellers or transferors under the Pooling and Servicing Agreement have, from time to time, designated additional accounts and transferred to the trust the receivables in the additional accounts and the receivables arising in the accounts after the designation. The receivables include principal receivables and finance charge receivables. The "PRINCIPAL RECEIVABLES" are the amounts charged by cardholders for merchandise, services and cash advances. The "FINANCE CHARGE RECEIVABLES" are the periodic finance charges, annual membership fees and annual service charges, late fees, overlimit fees, cash advances fees, all other fees and charges for an account. Finance charge receivables also include other amounts which the transferor designates to be included as finance charge receivables and also include amounts recovered as a result of efforts to collect amounts which were owed as principal receivables and which were charged-off as defaulted receivables. The trust assets consist of and will consist of: - the receivables in those accounts designated to the trust; - all monies due or to become due on the receivables and all amounts received as collections of the receivables and all proceeds of the receivables; - "RECOVERIES," which are the net amounts subsequently recovered with respect to principal receivables after the principal receivables have been charged-off; - the right to a portion of the allocated interchange; the "ALLOCATED INTERCHANGE" is the amount of interchange allocated to FCCF under the Receivables Purchase Agreement; "INTERCHANGE" means the fees received by the bank as a creditor participating in the VISA and MasterCard International associations as partial compensation for taking credit risk, absorbing fraud losses and funding receivables for a limited period prior to initial billing, attributed to charges for merchandise and services in the accounts; the amount of the allocated interchange included in the trust assets for a series will be designated in the related series supplement; - proceeds of credit insurance policies relating to the receivables; - all monies and other property constituting eligible investments in bank accounts of the trust; - all of the transferor's rights, remedies, powers, privileges and claims under the Receivables Purchase Agreement; and - the benefits of any series enhancements issued for any series; the series enhancement will, however, only be available to certificateholders of the series for which it is provided. The trust assets may also include participations, including 100% participations, representing undivided interests in a pool of assets consisting of revolving credit card receivables or consumer loan receivables, secured or unsecured, arising as a result of advances made on bank cards, private label cards, corporate cards and unsecured revolving lines of credit. 19 INTERESTS IN THE TRUST The investor certificates and interests in the trust which are treated as investor certificates, including the certificates offered by this prospectus and the accompanying prospectus supplement, represent undivided interests in the trust. Certificates of a series represent the right to receive, to the extent necessary to make the required payments on the certificates, the following: - a portion of collections allocable to the certificateholders of that series; - funds on deposit in the collection account and in the excess funding account allocable to certificateholders of that series; - funds on deposit in any deposit, trust, escrow or similar account maintained for the benefit of that series or any class of that series; and - funds available pursuant to any enhancement for that series. The rights and interests of the certificateholders listed above for all series are collectively the "CERTIFICATEHOLDERS' INTEREST." "CERTIFICATEHOLDERS" are the registered owners of the certificates or the bearer of any certificates in bearer form. See "Description of the Certificates" in this prospectus. LIMITED ACTIVITIES The trust has not and will not engage in any activity other than acquiring and holding the receivables, issuing and making payments on certificates and certain uncertificated interests with respect to each series issued by the trust and the transferors' interest, obtaining series enhancement applicable to any series and other related activities. As a consequence, the trust is not expected to have any need for, or sources of, capital resources other than the assets of the trust. THE BANK'S CREDIT CARD ACTIVITIES GENERAL The bank owns the accounts, and the bank is the servicer under the Pooling and Servicing Agreement. The bank was the survivor of a merger on November 14, 1997 between the bank and Fleet Bank (Delaware), National Association. The bank's credit card portfolio at that time consisted of credit card accounts originated or acquired by the bank or its predecessor. On February 20, 1998, Advanta National Bank transferred to the bank the ownership interest in substantially all of the accounts in the Advanta consumer credit card portfolio. This Advanta consumer credit card portfolio and the accounts owned by the bank prior to the February 20, 1998 transfer, in addition to originations or acquisitions made since the transfer, constitute the "FLEET CREDIT CARD PORTFOLIO." The accounts in the Fleet Credit Card Portfolio include premium and standard accounts with either VISA or MasterCard affiliation. Both premium and standard accounts undergo the same credit analysis, but premium accounts have higher initial credit limits because of the higher incomes and better credit quality of the cardholders. In addition, premium accounts generally offer a wider variety of services to the cardholders and charge a higher annual fee. Servicing of the Fleet Credit Card Portfolio is performed primarily by the bank through its subsidiary Fleet Credit Card Services, L.P. However, certain data processing and administrative functions associated with the servicing of the Fleet Credit Card Portfolio are currently performed on behalf of the bank by First Data Resources, Inc. See "--Description of First Data Resources, Inc." in this prospectus. 20 RIGHTS AGREEMENT In connection with the transfer of certain assets and liabilities from Advanta Corp. and its subsidiaries to the bank on February 20, 1998, the bank entered into a rights agreement with Fleet Credit Card, LLC. Fleet Credit Card, LLC subsequently was converted into and became Fleet Credit Card Services, L.P. ("CREDIT CARD SERVICES"). Under the rights agreement, the bank assigned and transferred to Credit Card Services all economic rights and interests in the assets of the bank acquired as a result of the transfer from Advanta Corp. and its subsidiaries. Also under the rights agreement, the bank transferred to Credit Card Services an economic interest in all liabilities assumed by the bank as a result of the transfer. The rights agreement states that the economic interests transferred thereby are contractual rights between the bank and Credit Card Services to receive payments or to pay obligations. The rights agreement states that it does not create an ownership interest in or a lien on any of the assets of FCCF or the trust. The rights agreement, as amended, states that the transfer of economic interest is subject to any and all rights, liens and security interests granted to the trustee pursuant to the Pooling and Servicing Agreement and to any and all rights, liens and security interests granted to FCCF pursuant to the Receivables Purchase Agreement. As a result of the rights agreement, the bank from time to time transfers assets and liabilities to Credit Card Services. The rights agreement, as amended, states that with respect to any assets or interests in assets which have been transferred by the bank to Credit Card Services or in which an economic interest has been transferred to Credit Card Services and which assets the bank then sells, transfers or assigns to FCCF or to the trust, Credit Card Services, immediately prior to the sale, transfer or assignment by the bank to FCCF or the trust, transfers to the bank any interest which Credit Card Services may have in those assets. CREDIT CARD SERVICES Fleet Credit Card Services, L.P. is a Rhode Island limited partnership which was created in connection with the transfer of certain assets and liabilities from Advanta Corp. and its subsidiaries to the bank. Fleet Credit Card Holdings, Inc., a Delaware corporation is the general partner of Credit Card Services. Fleet Credit Card Holdings, Inc. is a wholly-owned subsidiary of the bank. Fleet Credit Card Holdings, Inc. also owns a majority of the limited partnership interests in Credit Card Services. The bank contracts with Credit Card Services to provide servicing for the bank's credit card business. FCCF is a wholly-owned subsidiary of Credit Card Services. SUPPLEMENTAL INFORMATION Information relating to the credit card activities of the bank is described in this prospectus. In addition, the accompanying prospectus supplement may update or supplement this information. To the extent the trust assets include any participation interests or receivables other than those of the type described in this prospectus, the accompanying prospectus supplement will describe the nature and characteristics of these participation interests or receivables. ACQUISITION AND USE OF CREDIT CARDS Growth Strategy and Origination. The bank acquires credit card accounts through several programs. The programs include balance transfer programs, partnership programs, value added programs and the acquisition of credit card portfolios from other financial institutions. These programs target desirable consumers based on pre-established criteria and use national direct mail, telemarketing and the internet as channels to market the bank's products. The bank carefully targets consumers through various data-mining methods and targeting models in its direct mail and telemarketing solicitations. The bank aligns the product offering with the target customer segment along with the number and sequence of offers in order to maximize market penetration, response rates and usage while controlling for risk. Management of the bank believes that these account origination programs and varied products help to create and maintain a balanced portfolio and provide a process to sustain growth for the bank. 21 Substantially all new accounts are generated through direct mail, the internet, bank branches and telemarketing solicitation of potential cardholders. Solicitations are either prequalified or non-prequalified. Substantially all of the credit cards originated are unsecured. For prequalified solicitations, the bank engages a third-party service to identify those individuals who meet the bank's credit and demographic criteria. Once a list of these individuals is obtained, the bank delivers the list to third party vendors who prepare the solicitation materials. If an individual responds to a prequalified solicitation, the bank obtains a second credit bureau report and offers a credit card to the applicant only if that report confirms the applicant's eligibility. For responses to non-prequalified solicitations, credit bureau reports are obtained for all applicants. Underwriting Procedures. The bank uses internally developed credit scoring models as well as proprietary scoring models developed by Fair, Isaac and Co., Inc., an independent firm experienced in developing credit scoring models, in evaluating the credit risk of each applicant. Credit scoring models are developed by statistically evaluating common characteristics and their correlation with credit risk. Application of a credit scoring system is intended to provide a general indication, based on the information available, of an applicant's willingness and ability to repay his or her obligations, and an estimate of the credit risk associated with the applicant. The bank uses proprietary scoring models as a supplement to the credit scoring models. Most applications are scored on the basis of information received from independent credit reporting agencies. In some cases, in accordance with criteria established by bank management, employment and earnings are verified by telephone. Credit limits are determined from various credit and profitability models. For prequalified solicitations, the bank generally purchases the names of potential cardholders who meet established credit criteria from credit bureaus. These lists of potential cardholders are matched against internal and external sources and edited to ensure optimal quality and accuracy. The bank then mails prequalified solicitation packages requiring only the signature and brief amount of information from the potential cardholder. Notwithstanding the prequalifications, some applications are rejected upon receipt of information from the applicant and the results of the applicant's most recent credit scores. For non-prequalified solicitations, the bank purchases the names of potential cardholders from a variety of sources and then edits the list using internal and external sources to ensure quality and accuracy. The potential cardholders on the final list are mailed solicitation packages which include applications. Respondents to these solicitations are approved or declined based on criteria which are substantially similar to the criteria used to approve or decline respondents to prequalified solicitations. Cardholders must meet credit standards established by the bank to receive a specific credit limit. Cardholders not meeting the minimum standards for the initial product offering are offered a reduced credit limit for which they qualify. The bank generally offers an initial credit line of $3,500 for standard cards and $7,500 for premium cards although higher and lower limits are also offered for these cards. Generally, platinum card accounts have credit lines which are not significantly different than the credit lines offered on other premium accounts with similar credit quality. Cardholders may request to have their credit line increased. After review of account performance data and credit bureau data, the bank decides whether to extend additional credit. Also, the bank may initiate credit line increases for cardholders meeting minimum standards for usage and payment history established by the bank. Credit line increases are granted to accountholders who have demonstrated good credit behavior and appropriate usage patterns. Credit line decreases are also imposed on accountholders who have demonstrated deteriorating credit behavior. Accounts are opened with an initial term of one to two years. At the anniversary date, accounts which meet certain criteria for usage and payment history are reissued for one- to three-year terms. Terms and Uses of Credit Cards. Each cardholder is subject to an agreement governing the terms and conditions of the related VISA or MasterCard account. Under the agreements with the VISA and MasterCard cardholders, the bank reserves the right, upon advance notice to the cardholder, to change or terminate any terms, conditions, services or features of the cardholder's VISA or MasterCard account. 22 Changes may include increasing or decreasing finance charges, other fees and charges and minimum payment terms. The agreement with each cardholder provides that the bank may apply changes, when applicable, to current outstanding balances as well as to future transactions. See "Risk Factors--Consumer Protection Laws May Restrict the Bank's Ability to Collect Receivables and Maintain Yield on the Portfolio and May Lead to an Early Pay Out or Inability to Pay Certificates in Full" and "Material Legal Aspects of the Receivables--Consumer Protection Laws" in this prospectus. A cardholder may use the credit card for purchases, balance transfers and cash advances. Cardholders make purchases when using the credit card to buy goods or services. Balance transfers result when cardholders request to move balances from other credit cards or loans to the credit card account held with the bank. A cash advance is made when a credit card is used to obtain cash from a financial institution or an automated teller machine or when the cardholder uses special drafts issued by the bank to draw against the cardholder's credit line. The bank generally limits the amount of credit available for cash advances on new accounts to 30% to 50% of the total credit line. Numerous factors affect the acquisition and use of credit cards. Some of these factors are discussed in "Risk Factors--Social, Economic and Geographic Factors Affect Credit Card Payments and Are Unpredictable and May Cause a Delay or Default in Payment" and "Acts of Terrorism and Resulting Political and Military Actions and the Economic Impact May Adversely Affect Originations and Collections of Credit Card Receivables" in this prospectus. BILLING AND PAYMENTS The bank, using First Data Resources, Inc., as its service bureau, generates and mails to cardholders monthly statements summarizing account activity. For the majority of accounts, cardholders receive a 25-day grace period on purchases. Currently, a majority of the cardholders are required to make a monthly payment equal to 2% of their total balance with a minimum payment of $10. All fees, charges and credit insurance premiums assessed by the bank are automatically charged to an account and are included in the account balance at the end of each billing cycle. The accrued and unpaid periodic finance charges assessed by the bank are calculated by multiplying the average daily balances of purchases and cash advances on an account by the applicable daily periodic rate, then multiplying the resulting product by the number of days in the billing cycle. Most accounts are also subject to daily compounding of interest. Finance charges are not assessed in most circumstances on purchases if all balances shown in the billing statement are paid by the due date and there was no previous balance. Under certain conditions related to customer performance, the bank may immediately convert the annual percentage rate applicable to existing and future balances to a higher or lower rate. The bank primarily offers cards to customers without an annual fee. The bank assesses miscellaneous transaction fees, including cash advance and draft fees, late and overlimit charges, and returned check, returned draft, draft stop payment charges and balance transfer fees. Prior to June 1997, miscellaneous fees did not constitute a material portion of finance charge receivables. However, since June 1997, these fees have represented a greater portion of finance charge receivables. DESCRIPTION OF FIRST DATA RESOURCES, INC. Certain data processing and administrative functions associated with the servicing of the Fleet Credit Card Portfolio are currently being performed on behalf of the bank by First Data Resources, Inc. First Data Resources, Inc. was established in 1969 as the data processing unit of Mid-America Bankcard Association. In 1980, American Express acquired First Data Resources, Inc. and in 1992, First Data Resources, Inc. became an independent company as a subsidiary of First Data Corp. According to First Data Resources, Inc., it is a leading global provider of comprehensive transaction processing products and services to credit, debit, commercial, private label and oil card issuers. First Data Resources, Inc.'s home office in the United States is located in Omaha, Nebraska. 23 DELINQUENCIES The following discussion regarding delinquencies relates to the policies currently in effect for accounts designated to the trust. The bank may, from time to time, further revise its policies relating to the accounts including its policies concerning delinquencies. Currently, for accounts designated to the trust, each account is billed monthly on or about the same day of the month. An account is "contractually delinquent" if the minimum payment indicated on the cardholder's statement is not received by the due date. For purposes of determining the delinquency of an account, the period from one monthly billing statement to the next (a "CYCLE") is considered a period of 30 days, regardless of the actual number of days elapsed. Efforts to collect contractually delinquent credit card receivables currently are made by the bank's service center personnel or the bank's designees. Collections activities include statement messages, formal collection letters and telephone calls. The intensity at which collection activity is pursued depends on the risk the account presents to the bank, which is determined by behavioral scoring and adaptive control techniques. In the event that initial contact fails to resolve the delinquency, the bank continues to contact the cardholder by telephone and by mail. Although these arrangements are made infrequently, the bank may also enter into arrangements with cardholders to extend or otherwise change payment schedules due to hardship situations. Delinquency levels are monitored by management of both the collections and credit policy departments of the bank and information is reported daily to senior management. The following chart summarizes the bank's charge-off policy for delinquent accounts:
PERIOD IN EFFECT CHARGE-OFF POLICY - ---------------- ----------------- October 1, 1998 to Present.................................. 180 days delinquent(1) Prior to October 1, 1998.................................... 186 days delinquent
- ------------ (1) For purposes of determining the delinquency of an account, the period from one monthly billing statement to the next is considered a period of 30 days, regardless of the actual number of days elapsed. The charge-off is taken in the month in which the 180 day time period elapses. When accounts are charged-off as delinquent, the charged-off accounts which are non-bankrupt accounts are generally sold or outsourced to third parties. Accounts are also charged-off due to the death of the accountholder or fraud in the account. The accounts of deceased accountholders are charged-off when the loss is determined, but not later than the normal charge-off policy requires. Accounts which are charged-off due to fraud are charged-off within a 90-day investigative period following notice of fraudulent activity in the account. The following chart summarizes the bank's charge-off policy for accounts of bankrupt cardholders:
PERIOD IN EFFECT CHARGE-OFF POLICY - ---------------- ----------------- October 1, 1998 to Present................... Earlier of 60 days after notice; or 180 days delinquent(1) From August 1996 to October 1, 1998.......... Earlier of 90 days after notice; or 186 days delinquent
- ------------ (1) For purposes of determining the delinquency of an account, the period from one monthly billing statement to the next is considered a period of 30 days, regardless of the actual number of days elapsed. The charge-off is taken in the month in which the 180 day time period elapses. The credit evaluation, servicing and charge-off policies and collection practices of the bank may change from time to time in accordance with the bank's business judgment and applicable laws and regulations. Information concerning the delinquency and loss experience of the Fleet Credit Card Portfolio is contained in the accompanying prospectus supplement. This information shows delinquencies grouped by the number of days the receivables are delinquent and the percentage of the portfolio which is delinquent. The loss experience information shows the receivables outstanding, the charge-offs in dollars and as a 24 percentage of the receivables outstanding. In addition, the accompanying prospectus supplement will include information on the composition of the trust portfolio by period of delinquency. INTERCHANGE Creditors, including the bank, participating in the VISA and MasterCard International associations receive fees, called "INTERCHANGE," as partial compensation for taking credit risk, absorbing fraud losses and funding receivables for a limited period prior to initial billing. Under the VISA and MasterCard International systems, a portion of the interchange attributed to cardholder charges for merchandise and services is passed from banks which clear the transactions for merchants to credit card-issuing banks. Interchange ranges from 1.0% to 2.0% of the transaction amount. VISA and MasterCard International may from time to time change the amount of interchange reimbursed to banks issuing their credit cards. Collections of finance charge receivables will be deemed to include interchange attributed to the cardholder charges for merchandise and services in the accounts, as calculated pursuant to the related series supplement for any series. USE OF PROCEEDS The net proceeds from the sale of each series offered by this prospectus and the related prospectus supplement will be paid to the transferor. The transferor will use these proceeds to purchase additional receivables from the bank or for its general company purposes, including repayment of loans made from time to time by the bank to FCCF. The transferor will not receive any of the proceeds from the sale of certificates in market-making transactions by Fleet Securities, Inc. or any other affiliate of the FCCF. FLEET CREDIT CARD FUNDING TRUST The transferor, Fleet Credit Card Funding Trust, is a Delaware business trust. FCCF was originally formed as a Delaware limited liability company on November 15, 2001 and was converted, under Delaware law, to a Delaware business trust on March 28, 2002. Credit Card Services is the sole beneficial owner of FCCF. FCCF was formed for the limited purpose of purchasing receivables from the bank, holding, owning and transferring receivables to the trust and related activities. 25 THE BANK AND FLEETBOSTON FINANCIAL CORPORATION The bank is the surviving bank of a merger consummated on November 14, 1997, between the bank and Fleet Bank (Delaware), National Association. The bank is a limited purpose credit card bank chartered under the laws of the United States. The bank is a wholly-owned subsidiary of Fleet National Bank. Fleet National Bank is a wholly-owned subsidiary of FleetBoston Financial Corporation ("FLEET"). Fleet is the bank holding company which came into existence on October 1, 1999 as a result of the merger of Fleet Financial Group, Inc. and BankBoston Corporation. Prior to the merger of Fleet Financial Group, Inc. and the BankBoston Corporation, the bank was an indirect wholly-owned subsidiary of Fleet Financial Group, Inc. The bank is subject to the supervision and regulation of the Office of the Comptroller of the Currency. The bank's deposits are insured by FDIC and the bank is a member of the Federal Reserve Bank of Boston. Fleet is the seventh largest financial holding company in the United States. A diversified financial services company with assets exceeding $200 billion, Fleet offers a comprehensive array of innovative financial solutions to 20 million customers in more than 20 countries and territories. Among Fleet's key lines of business are: retail banking, with nearly 1,700 branches and more than 3,800 ATMs in the northeastern portion of the United States; corporate banking, including capital markets/investment banking and commercial finance; investment services, including nationwide brokerage and full-service banking through more than 250 offices in Latin America. Fleet is headquartered in Boston and listed on the New York Stock Exchange (NYSE: FBF) and the Boston Stock Exchange (BSE: FBF). The principal executive office of the bank is located at 111 Westminster Street, Providence, Rhode Island 02093. MATERIAL LEGAL ASPECTS OF THE RECEIVABLES MATTERS RELATING TO THE TRANSFER OF THE RECEIVABLES Prior to the substitution of FCCF for the bank as transferor under the Pooling and Servicing Agreement, the bank represented and warranted that its transfer of receivables to the trust was either (i) an absolute sale of those receivables or (ii) the grant of a security interest in those receivables. After the substitution of FCCF as transferor to the trust, the bank represents and warrants that its transfer of receivables to the transferor under the Receivables Purchase Agreement is an absolute sale of those receivables, and the transferor represents and warrants that its transfer of receivables to the trust is either (i) an absolute sale of those receivables or (ii) the grant of a security interest in those receivables. For a description of the trust's rights if these representations and warranties are not true, see "Description of the Certificates--Representations, Warranties and Covenants" in this prospectus. Prior to the substitution of FCCF for the bank as transferor under the Pooling and Servicing Agreement, the bank took steps under the UCC to perfect the trust's interest in the receivables. After the substitution date, the bank takes steps under the UCC to perfect the transferor's interest in the receivables, and the transferor takes steps under the UCC to perfect the trust's interest in the receivables. If the UCC does not govern these transfers or if some other action is required under applicable law and has not been taken, payments to you could be delayed or reduced. Prior to the substitution date, the bank represented, warranted, and covenanted that its transfer of receivables was perfected and free and clear of the lien or interest of any other entity (other than liens permitted by the Pooling and Servicing Agreement). After the substitution date, the bank and the transferor each represents, warrants and covenants that its transfer of receivables is perfected and free and clear of the lien or interest of any other entity (other than liens permitted by the Receivables Purchase Agreement and the Pooling and Servicing Agreement). If any of these representations, warranties, or 26 covenants is not true, however, the trust's interest in the receivables could be impaired, and payments to you could be delayed or reduced. For instance, - a prior or subsequent transferee of receivables could have an interest in the receivables superior to the interest of the trust; - a tax, governmental, or other nonconsensual lien that attaches to the property of the bank or the transferor could have priority over the interest of the trust in the receivables; - the administrative expenses of a conservator, receiver or bankruptcy trustee receiver for the bank or Credit Card Services could be paid from collections on the receivables before the trust receives any payments; and - if insolvency proceedings were commenced by or against the bank, or if certain time periods were to pass, the trust may lose any perfected interest in collections held by the bank and commingled with other funds. MATTERS RELATING TO CONSERVATORSHIP AND RECEIVERSHIP The bank is chartered as a national banking association and is regulated and supervised by the Office of the Comptroller of the Currency, which is authorized to appoint the Federal Deposit Insurance Corporation as conservator or receiver for the bank if certain events occur relating to the bank's financial condition or the propriety of its actions. In addition, the FDIC could appoint itself as conservator or receiver for the bank. Prior to the substitution date, the bank treated its transfer of receivables to the trust as a sale for accounting purposes. After the substitution date, the bank treats its transfer of receivables to the transferor under the Receivables Purchase Agreement as a sale under general applicable law. Arguments may be made, however, that any of these transfers constitutes the grant of security interest under general applicable law. Nevertheless, the FDIC has issued regulations surrendering certain rights under the Federal Deposit Insurance Act, as amended by the Financial Institutions Reform, Recovery and Enforcement Act of 1989 (the "FDIA"), to reclaim, recover, or recharacterize a financial institution's transfer of financial assets such as the receivables if: - the transfer involved a securitization of the financial assets and meets specified conditions for treatment as a sale under relevant accounting principles, - the financial institution received adequate consideration for the transfer, - the parties intended that the transfer constitute a sale for accounting purposes, and - the financial assets were not transferred fraudulently, in contemplation of the financial institution's insolvency, or with the intent to hinder, delay, or defraud the financial institution or its creditors. The bank's transfer of the receivables and the agreements under which the bank makes those transfers, are intended to satisfy all of these conditions. If a condition required under the FDIC's regulations were found not to have been met, however, the FDIC could reclaim, recover, or recharacterize the bank's transfer of the receivables. If the FDIC were successful, the FDIA would limit any damages to "actual direct compensatory damages" determined as of the date that the FDIC was appointed as conservator or receiver for the bank. The FDIC, moreover, could delay its decision whether to reclaim, recover, or recharacterize the bank's transfer of the receivables for a reasonable period following its appointment as conservator or receiver for the bank. Therefore, if the FDIC were to reclaim, recover, or recharacterize the bank's transfer of the receivables, payments to you could be delayed or reduced. 27 Even if the conditions set forth in the regulations were satisfied and the FDIC did not reclaim, recover, or recharacterize the bank's transfer of the receivables, you could suffer a loss on your investment if: - the Receivables Purchase Agreement, the Pooling and Servicing Agreement or the bank's transfer of the receivables were found to violate the regulatory requirements of the FDIA, - the transferor or the trustee were required to comply with the claims process established under the FDIA in order to collect payments on the receivables, - the FDIC were to request a stay of any action by the transferor or the trustee to enforce the Receivables Purchase Agreement, the Pooling and Servicing Agreement, or the certificates, or - the FDIC were to repudiate other parts of the Receivables Purchase Agreement, the Pooling and Servicing Agreement, or the administration agreement, such as any obligation to collect payments on or otherwise service the receivables or to manage the transferor. FCCF is an indirect subsidiary of the bank. Certain provisions of the FDIA and regulations issued by banking authorities may apply not only to the bank but to its subsidiaries as well. If FCCF were found to have violated any of these provisions or regulations, payments to you could be delayed or reduced. Arguments also may be made that the FDIC's rights and powers under the FDIA extend to FCCF and that, as a consequence, the FDIC could repudiate or otherwise directly affect the rights of certificateholders under the Pooling and Servicing Agreement. If the FDIC were to take this position, payments to you could be delayed or reduced. In addition, if the bank entered conservatorship or receivership, or if Credit Card Services or any of its affiliates were to become a debtor in a bankruptcy case the FDIC could exercise control over the receivables or the other assets of FCCF on an interim or a permanent basis. Although steps have been taken to minimize this risk, arguments could be made that-- - the assets of FCCF (including the receivables) constitute assets of the bank available for liquidation and distribution by a conservator or receiver for the bank; - FCCF and its assets (including the receivables) should be substantively consolidated with the bank and its assets or with the bankruptcy estate of Credit Card Services or any of its affiliates; or - the FDIC's control over the receivables is necessary for the bank to reorganize or to protect the public interest, or the receivables are necessary for Credit Card Services or any of its affiliates to reorganize. If these or similar arguments were made, whether successfully or not, payments to you could be delayed or reduced. If Credit Card Services or any of its affiliates were to enter bankruptcy, moreover, the trustee and the certificateholders could be prohibited from taking any action to enforce the receivables purchase agreement or the pooling and servicing agreement without the permission of the bankruptcy court. Furthermore, regardless of any decision made by the FDIC, or ruling made by a court, the fact that the bank has entered conservatorship or receivership or that a bankruptcy case has been commenced by or against Credit Card Services or its affiliates could have an adverse effect on the liquidity and value of the certificates. In addition, regardless of the terms of the Receivables Purchase Agreement and the Pooling and Servicing Agreement, and regardless of the instructions of those authorized to direct the transferor's or the trustee's actions, the FDIC as conservator or receiver for the bank or a court overseeing the bankruptcy case of Credit Card Services or any of its affiliates may have the power: - to prevent or require the commencement of an early amortization period or early accumulation period, - to prevent, limit, or require the early liquidation of receivables and termination of the trust, or - to require, prohibit, or limit the continued transfer of receivables. 28 Furthermore, regardless of the terms of the Pooling and Servicing Agreement or the administration agreement, the FDIC: - could prevent the appointment of a successor servicer or another manager for the transferor or - could authorize the bank to stop servicing the receivables or managing the transferor. If any of these events were to occur, payments to you could be delayed or reduced. CONSUMER PROTECTION LAWS The relationship of the cardholder and credit card issuer is extensively regulated by Federal and state consumer protection laws. With respect to credit cards issued by the bank, the most significant of these laws include the Federal Truth-in-Lending Act, Equal Credit Opportunity Act, Fair Credit Reporting Act, Fair Debt Collection Practice Act, Electronic Funds Transfer Act and National Bank Act, as well as any relevant Rhode Island laws and comparable statutes in the states in which cardholders reside. These statutes impose disclosure requirements when a credit card account is advertised, when it is opened, at the end of monthly billing cycles, upon account renewal for accounts on which annual fees are assessed and at year end. The statutes also limit cardholder liability for unauthorized use, prohibit specified discriminatory practices in extending credit and impose limitations on the type of account-related charges that may be assessed. Federal legislation requires credit card issuers to disclose to consumers the interest rates, annual cardholder fees, grace periods and balance calculation methods associated with their credit card accounts. Cardholders are entitled under current law to have payments and credits applied to the credit card account promptly, to receive prescribed notices and to have billing errors resolved promptly. The trust may be liable for certain violations of consumer protection laws that apply to the receivables, either as assignee of the transferor with respect to obligations arising before transfer of the receivables to the trust or as a party directly responsible for obligations arising after the transfer. In addition, a cardholder may be entitled to assert these violations by way of set-off against his obligation to pay the amount of receivables owing. The transferor covenants in the Pooling and Servicing Agreement to accept the transfer of all receivables in an account, under certain circumstances, if any receivable in the account has not been created in compliance with the requirements of the consumer protection laws. The transferor has also agreed in the Pooling and Servicing Agreement to indemnify the trust for, among other things, any liability arising from these violations. See "Description of the Certificates--Representations, Warranties and Covenants" in this prospectus. Some jurisdictions may attempt to require out-of-state credit card issuers to comply with the local jurisdiction's consumer protection laws including laws limiting the charges imposed by credit card issuers in connection with their operations in the jurisdiction. A successful challenge by a state or local jurisdiction could have an adverse impact on the bank's credit card operations or the yield on the trust portfolio. Application of federal and state bankruptcy and debtor relief laws would adversely affect the interests of the certificateholders if these laws result in any receivables being charged-off as uncollectible. See "Description of the Certificates--Defaulted Receivables; Rebates and Fraudulent Charges" and "Risk Factors--Consumer Protection Laws May Restrict the Bank's Ability to Collect Receivables and Maintain Yield on the Portfolio and May Lead to an Early Pay Out or Inability to Pay Certificates in Full" in this prospectus. SOLDIERS' AND SAILORS' CIVIL RELIEF ACT OF 1940 Under the terms of the Soldiers' and Sailors' Civil Relief Act of 1940, as amended, a person who enters military service after the origination of a loan (including a person who was in reserve status and is called to active duty after origination of the loan), such as the incurrence of a credit card debt, may be entitled to: (a) a reduction in the interest rate on such obligation and a cap at 6% per annum for the duration of the military service on such obligation; (b) a stay of proceedings aimed at collecting such debt when delinquent; and 29 (c) an extension of the maturity date of the loan, or to have the payments lowered and the payment schedule adjusted. The Soldiers' and Sailors' Civil Relief Act applies to members of the Army, Navy, Air Force, Marines, National Guard, Reserves, Coast Guard and officers of the U.S. Public Health Service assigned to duty with the military. Application of the Soldiers' and Sailors' Civil Relief Act would adversely affect, for an indeterminate period of time, the ability of the servicer to collect the full amounts of interest and principal on certain delinquent account balances during the obligor's period of active duty status, and, under certain circumstances, after active duty status has been completed. DESCRIPTION OF THE CERTIFICATES The certificates will be issued in series pursuant to the Pooling and Servicing Agreement and series supplements to the Pooling and Servicing Agreement. Under the Pooling and Servicing Agreement, the transferor may execute further series supplements among the transferor, the servicer and the trustee in order to issue additional series. See "--New Issuances" in this prospectus. The trustee will provide a copy of the Pooling and Servicing Agreement, without exhibits or schedules, including any series supplement for a series, to certificateholders of that series without charge upon written request. A copy of the Pooling and Servicing Agreement as amended and restated as of January 1, 2002 has been filed with the Securities and Exchange Commission as an exhibit to the registration statement of which this prospectus is a part. The following summaries describe provisions common to all series of certificates. Information specific to a series will be contained in the related prospectus supplement. GENERAL There is no limit to the amount of certificates that can be issued under the Pooling and Servicing Agreement. The aggregate principal amount of each series of certificates issued by the trust will be described by the series supplement for that series. Each series of certificates may consist of one or more classes, one or more of which may be floating or fixed rate certificates or other type of certificates as specified in the related prospectus supplement. A series may include a class or classes which are subordinated in right of payment of principal and/or interest to another class or other classes in the same series or in any other series. Each series will be issued in the minimum denominations for each class specified in the related prospectus supplement. For each series, the investor certificates issued by the trust represent the right to receive, to the extent necessary to make payments on the certificates of that series: - the portion of the collections allocable to that series; - funds and other property constituting eligible investments in the collection account and the excess funding account allocable to that series; - funds and other property constituting eligible investments in any deposit, trust, escrow or similar account maintained for the benefit of that series; and - funds available pursuant to any related series enhancement. The collections of receivables will be allocated to each series on the basis of the percentages described in the related prospectus supplement. The trust assets will be allocated among: - the certificateholders' interest of each series, including providers of series enhancement holding uncertificated subordinated interests; and - the transferors' interest. 30 The transferors' interest represents the right to the assets of the trust not allocated to the certificateholders' interest. The term "TRANSFEROR AMOUNT" refers to an amount equal to: - the aggregate amount of principal receivables in the trust at the time of determination; plus - the principal amount on deposit in the excess funding account at the same time, minus - the sum of the amount of principal receivables and the amount on deposit in the excess funding account allocated to each outstanding series. The Transferor Amount will fluctuate as the amount of principal receivables in the trust changes from time to time. The term "INVESTOR AMOUNT" for a series, as described in that series supplement and the related prospectus supplement, generally refers to the principal amount of the certificateholders' interest in the assets of the trust. The term "INVESTED AMOUNT" for a series, as described in that series supplement and the related prospectus supplement, generally refers to the investor amount less, to the extent provided in the series supplement, amounts held in a principal funding account, prefunding account or other account specified in the series supplement. Each series will commence with a period of time called a "REVOLVING PERIOD" which begins on the date that series is issued and continues to the day immediately preceding the commencement of an amortization period for that series. During the revolving period, no principal will be paid on the certificates of that series and no amounts will be accumulated to pay principal on that series. The revolving period for a series shall end, and an amortization period shall begin, either as scheduled or upon the occurrence of a "PAY OUT EVENT," meaning a trust Pay Out Event or a series Pay Out Event for that series. The term "AMORTIZATION PERIOD" refers to the period during which collections of principal receivables are to be used to pay principal on the certificates of any series or are to be accumulated in an account to be used at a future date to pay principal on the certificates of that series. An amortization period includes an accumulation period as well as any controlled amortization period, principal amortization period, rapid amortization period, optional amortization period, limited amortization period or, for a series, any other amortization period provided in the related series supplement. An "ACCUMULATION PERIOD" is a period during which collections of principal receivables are deposited into an account to be used at a future date to make payments on the certificates. A "RAPID AMORTIZATION PERIOD" begins upon the occurrence of a Pay Out Event and means the resulting period during which available collections of principal receivables are used, on a monthly basis, to pay principal on the certificates of those series affected by the Pay Out Event. A rapid amortization period continues until the earlier of the payment in full of the certificates of the series affected by the Pay Out Event or the occurrence of the series termination date. A "RAPID ACCUMULATION PERIOD" means a period during which available collections of principal receivables are, on a monthly basis, placed in a principal funding account and accumulated to be used to pay the certificates of the affected class or series on their expected final distribution date. A rapid accumulation period is not a feature of all series. For those series in which a rapid accumulation period may occur, it may occur for one or more classes only or for all classes of the series. If a series or a class is subject to the occurrence of a rapid accumulation period, that feature of the series will be described in the applicable prospectus supplement. A rapid accumulation period occurs in lieu of a rapid amortization period and begins upon the occurrence of a Pay Out Event. During the rapid accumulation period, the funds in the principal funding account may be invested in permitted investments, subject to a guaranteed rate agreement or placed in some other arrangement that assures a minimum return on the investment of the funds. Investment earnings on the funds in the principal funding account may be used to pay the interest on the related series certificates. On the expected final distribution date of the affected class or series, distributions of principal from the principal funding account will be made to the certificateholders in the manner described in the related prospectus supplement. In order to enhance the likelihood of payment 31 in full of principal at the end of the rapid accumulation period for a series, the series may be subject to a principal guaranty or some other similar arrangement. A "SCHEDULED AMORTIZATION DATE" means, for any series, the date on which principal payments on the certificates are scheduled to begin or the date on which deposits are scheduled to begin to be made into an account to be accumulated and used to pay principal on the certificates in the future. During the revolving period for any series, the invested amount for that series will generally remain constant except in certain limited circumstances or unless otherwise specified in the related prospectus supplement. See "--Defaulted Receivables; Rebates and Fraudulent Charges" in this prospectus. The amount of principal receivables, however, will vary each day as new principal receivables are created and others are paid. The Transferor Amount will fluctuate daily to reflect the changes in the amount of the principal receivables. When a series is amortizing, the invested amount for the series will generally decline for each monthly period as principal receivables allocated to the series are collected and distributed to the certificateholders or deposited in a series account for the benefit of the series or a class of the series for payment to the applicable certificateholders when due. As a result, the Transferor Amount will generally increase each month to reflect the reductions in the invested amount of a series and will also change to reflect the variations in the amount of principal receivables. Interest on the certificates for each interest period for a series will be distributed as set forth in the related prospectus supplement. Interest payments of a series will generally be funded from the portion of finance charge receivables collected during the related monthly period allocable to a series and, if necessary and if specified in the related prospectus supplement, from any series enhancement available for that series. The terms "INTEREST PERIOD" and "MONTHLY PERIOD" for a series have the meanings specified in the related prospectus supplement. See "--Interest Payments" in this prospectus. If referred to in the related prospectus supplement, certificates of that series initially will be represented by certificates registered in the name of the nominee of The Depository Trust Company, or any other depository or any successor depository selected by the transferor. The Depository Trust Company or any other depository selected for a series by the transferor is a "DEPOSITORY." If referred to in the related prospectus supplement, beneficial interests in the certificates of that series will be available for purchase in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof in book-entry form only. The transferor has been informed by DTC that DTC's nominee will be Cede & Co. Accordingly, Cede is expected to be the holder of record of each series of certificates and will therefore, be the only certificateholder for purposes of the Pooling and Servicing Agreement. Those entities, including most or all investors in the certificates, will acquire only a beneficial interest in the certificates and will not be the registered holders of the certificates. A beneficial owner is called a "CERTIFICATE OWNER." You, as a beneficial owner, will not be entitled to receive a certificate representing your interest in the certificates. Unless and until, under the limited circumstances described in this prospectus, certificates in fully registered, certificated form are issued: - all references in this prospectus to actions by certificateholders shall refer to actions taken by DTC upon instructions from its participants; and - the trustee will not consider a Certificate Owner to be a certificateholder, as defined in the Pooling and Servicing Agreement, and all references in this prospectus to distributions, notices, reports and statements to certificateholders shall refer to distributions, notices, reports and statements to DTC or Cede, as the registered holder of the certificates, as the case may be, for distribution to Certificate Owners in accordance with DTC procedure. See "--Book-Entry Registration" and "--Definitive Certificates" in this prospectus. Distributions will be made to DTC in immediately available funds. 32 If so specified in the related prospectus supplement application will be made to list the certificates of the related series, or all or a portion of any class thereof, on the Luxembourg Stock Exchange or any other specified exchange. BOOK-ENTRY REGISTRATION If specified in the related prospectus supplement, certificateholders of a series may hold their certificates through DTC, in the United States, or Clearstream or Euroclear, in Europe, if they are participants of these systems. Cede, as nominee for DTC, will hold the global certificates. Clearstream and Euroclear will hold omnibus positions on behalf of the Clearstream customers and the Euroclear participants, respectively, through customers' securities accounts in Clearstream's and Euroclear's names on the books of their respective depositaries, collectively, the "DEPOSITARIES," which in turn will hold these positions in customers' securities accounts in the depositaries' names on the books of DTC. DTC is a limited-purpose trust company organized under the laws of the State of New York, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934, as amended. DTC was created to hold securities for its participating organizations and facilitate the clearance and settlement of securities transactions between participants through electronic book-entry changes in accounts of its participants, thereby eliminating the need for physical movement of certificates. Participants include securities brokers and dealers, who may include the underwriters of any series of certificates, banks, trust companies and clearing corporations and may include certain other organizations. Indirect access to the DTC system also is available to others such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with participants either directly or indirectly. Transfers between DTC participants will occur in accordance with DTC rules. Transfers between Clearstream customers and Euroclear participants will occur in the ordinary way in accordance with their applicable rules and operating procedures. Cross-market transfers between persons holding directly or indirectly through DTC, other than Clearstream customers and Euroclear participants, on the one hand, and directly or indirectly through Clearstream customers or Euroclear participants, on the other, will be effected in DTC in accordance with DTC rules on behalf of the relevant European international clearing system by its depositary. However, these cross-market transactions will require delivery of instructions to the relevant European international clearing system by the counterparty in the system in accordance with its rules and procedures and within its established European time deadline. The relevant European international clearing system will, if the transaction meets its settlement requirements, deliver instructions to its depositary to take action to effect final settlement on its behalf by delivering or receiving securities in DTC, and making or receiving payment in accordance with normal procedures for same-day funds settlement applicable to DTC. Clearstream customers and Euroclear participants may not deliver instructions directly to the depositaries. Because of time-zone differences, credits of securities in Clearstream or Euroclear as a result of a transaction with a DTC participant will be made during the subsequent securities settlement processing, dated the business day following the DTC settlement date, and these credits or any transactions in the securities settled during this processing will be reported to the relevant Clearstream customer or Euroclear participant on that business day. Cash received in Clearstream or Euroclear as a result of sales of securities by or through a Clearstream customer or a Euroclear participant to a DTC participant will be received with value on the DTC settlement date but will be available in the relevant Clearstream or Euroclear cash account only as of the business day following settlement in DTC. Certificate Owners that are not participants or indirect participants but desire to purchase, sell or otherwise transfer ownership of, or other interests in, certificates may do so only through participants and indirect participants. In addition, Certificate Owners of a series will receive all distributions of principal of 33 and interest on the certificates from the paying agent through the participants who in turn will receive them from DTC. Under a book-entry system, Certificate Owners of a series may experience some delay in their receipt of payments, since these payments will be forwarded by the trustee to Cede, as nominee for DTC. DTC will forward these payments to its participants, who, afterwards, will forward the payments to indirect participants or Certificate Owners of the related series. It is anticipated that the only certificateholder of any series will be Cede, as nominee of DTC. Certificate Owners of a series will not be recognized by the trustee as certificateholders of that series for purposes of the Pooling and Servicing Agreement. Certificate Owners of a series will only be permitted to exercise the rights of certificateholders indirectly through DTC and its participants, who in turn will exercise the rights of certificateholders through DTC. Under the rules, regulations and procedures creating and affecting DTC and its operations, DTC is required to make book-entry transfers among participants on whose behalf it acts with respect to the certificates of a series and is required to receive and transmit distributions of principal of and interest on the certificates of the series. Participants and indirect participants with which Certificate Owners of a series have accounts similarly are required to make book-entry transfers and receive and transmit these payments on behalf of their respective Certificate Owners. Accordingly, although Certificate Owners will not possess certificates, Certificate Owners will receive payments and will be able to transfer their interests. Because DTC may only act on behalf of participants, who in turn act on behalf of indirect participants and certain banks, the ability of a Certificate Owner to pledge certificates to persons or entities that do not participate in the DTC system, or otherwise take actions in respect of the certificates, may be limited due to the lack of a physical certificate for the certificates. DTC has advised the servicer that it will take any action permitted to be taken by a certificateholder of a series under the Pooling and Servicing Agreement only at the direction of one or more participants to whose account with DTC the certificates are credited. Additionally, DTC has advised the servicer that DTC will take these actions with respect to specified percentages of the applicable investor amount only at the direction of and on behalf of participants whose holdings include undivided interests that constitute these specified percentages. DTC may take conflicting actions with respect to other undivided interests to the extent that these actions are taken on behalf of participants whose holdings include these undivided interests. Clearstream Banking, societe anonyme is incorporated under the laws of Luxembourg. Clearstream holds securities for its participating organizations and facilitates the clearance and settlement of securities transactions between Clearstream customers through electronic book-entry changes in accounts of Clearstream customers, thereby eliminating the need for physical movement of certificates. Transactions may be settled in Clearstream in any of 36 currencies, including United States dollars. Clearstream provides to its Clearstream customers, among other things, services for safekeeping, administration, clearance and settlement of internationally traded securities and securities lending and borrowing. Clearstream interfaces with domestic securities markets in over 30 countries through established depository and custodial relationships. Clearstream is registered as a bank in Luxembourg, and as such is subject to regulation by the Commission de Surveillance du Secteur Financier, which supervises Luxembourg banks. Clearstream's customers are world-wide financial institutions including underwriters, securities brokers and dealers, banks trust companies, clearing corporations and certain other organizations and may include the underwriters of any Series of Securities. Clearstream's U.S. Customers are limited to securities brokers and dealers and banks. Currently, Clearstream has approximately 2,000 customers located in over 80 countries, including all major European countries, Canada and the United States. Indirect access to Clearstream is also available to other institutions that clear through or maintain a custodial relationship with an account holder of Clearstream. Clearstream has established an electronic bridge with Euroclear Bank S.A./N.V. as the operator of the Euroclear System in Brussels to facilitate settlement of trades between Clearstream and Euroclear. The Euroclear System was created in 1968 to hold securities for participants of the Euroclear System and to clear and settle transactions between Euroclear participants through simultaneous electronic book- 34 entry delivery against payment, thereby eliminating the need for physical movement of certificates and any risk from lack of simultaneous transfers of securities and cash. Transactions may now be settled in any of 34 currencies, including United States dollars. The Euroclear System includes various other services, including securities lending and borrowing and interfaces with domestic markets in more than 25 countries generally similar to the arrangements for cross-market transfers with DTC described above. Euroclear Bank S.A./N.V. is the Euroclear operator of the Euroclear System. All operations are conducted by the Euroclear operator, and all Euroclear securities clearance accounts and Euroclear cash accounts are accounts with the Euroclear operator. Euroclear participants include banks, including central banks, securities brokers and dealers and other professional financial intermediaries and may include the underwriters of any series of certificates. Indirect access to the Euroclear System is also available to other firms that maintain a custodial relationship with a Euroclear participant, either directly or indirectly. Securities clearance accounts and cash accounts with the Euroclear operator are governed by the Terms and Conditions Governing Use of Euroclear and the related Operating Procedures of the Euroclear System. These terms and conditions govern transfers of securities and cash within the Euroclear System, withdrawal of securities and cash from the Euroclear System, and receipts of payments with respect to securities in the Euroclear System. All securities in the Euroclear System are held on a fungible basis without attribution of specific certificates to specific securities clearance accounts. The Euroclear operator acts under the terms and conditions only on behalf of Euroclear participants and has no record of or relationship with persons holding through Euroclear participants. Distributions with respect to certificates held through Clearstream or Euroclear will be credited to the cash accounts of Clearstream customers or Euroclear participants in accordance with the relevant system's rules and procedures, to the extent received by its depositary. These distributions will be subject to tax reporting in accordance with relevant United States tax laws and regulations. See "Federal Income Tax Consequences" in this prospectus. Clearstream or the Euroclear operator, as the case may be, will take any other action permitted to be taken by a certificateholder under the Pooling and Servicing Agreement on behalf of a Clearstream customer or Euroclear participant only in accordance with its relevant rules and procedures and subject to its depositary's ability to effect these actions on its behalf through DTC. Although DTC, Clearstream and Euroclear have agreed to the foregoing procedures in order to facilitate transfers of certificates among participants of DTC, Clearstream and Euroclear, they are under no obligation to perform or continue to perform those procedures and may discontinue the procedures at any time. See Annex I for additional information concerning global clearance, settlement and tax documentation procedures. Annex I is hereby incorporated into this prospectus by reference. In the event that any of DTC, Clearstream or Euroclear should discontinue its services, the transferor would seek an alternative depository, if available, or cause the issuance of definitive certificates to Certificate Owners or their nominees in the manner described under "--Definitive Certificates" in this prospectus. DEFINITIVE CERTIFICATES We refer to certificates issued in fully registered, certificated form as "DEFINITIVE CERTIFICATES." Definitive certificates will be issued to you as a Certificate Owner or your nominee rather than to DTC or its nominee, only if: (1) the transferor advises the trustee in writing that DTC is no longer willing or able properly to discharge its responsibilities as depository for the certificates of your series or your class, and the trustee or the transferor is unable to locate a qualified successor; (2) the transferor, at its option, advises the trustee that it elects to terminate the book-entry system with respect to your series or class through DTC; or 35 (3) after the occurrence of a Servicer Default, Certificate Owners of your series or class evidencing more than 50% of the aggregate unpaid principal amount of your series or class advise the trustee and DTC through participants in writing that the continuation of a book-entry system through DTC, or its successor, is no longer in the best interest of the Certificate Owners of the certificates. Upon the occurrence of any of the events described in clauses (1), (2) or (3) above, DTC is required to notify all participants of the availability through DTC of definitive certificates of the affected series. Upon surrender by DTC of the definitive certificates and instructions for re-registration, the transferor will execute and the trustee will authenticate and deliver the definitive certificates to the Certificate Owners. Subsequently, the trustee will recognize the holders of the definitive certificates as holders under the Pooling and Servicing Agreement. If definitive certificates have been issued to you and you are recognized by the trustee as a register certificateholder, then distributions of principal and interest on the definitive certificates will be made by the paying agent directly to you in accordance with the procedures described in this prospectus and in the Pooling and Servicing Agreement. Interest payments and any principal payments on each distribution date will be made to holders in whose names the definitive certificates were registered at the close of business on the related record date. If you hold a definitive certificate, distributions will be made by check mailed to your address as it appears on the register maintained by the trustee. However, the final payment on any definitive certificate, will be made only upon presentation and surrender of the certificate at the office or agency specified in the notice of final distribution to respective certificateholders. The trustee will provide this notice to registered certificateholders of the series not later than the fifth day of the month of the related final distribution. Definitive certificates will be transferable and exchangeable at the offices of the transfer agent and registrar for the related series. No service charge will be imposed for any registration of transfer or exchange, but the transfer agent and registrar of the series may require payment of a sum sufficient to cover any tax or other governmental charge imposed in connection therewith. THE BASE CERTIFICATE; ADDITIONAL TRANSFERORS The transferors' interest in the trust is, as of the date of this prospectus, held by FCCF. At the discretion of the transferor, the transferor may hold its interest in the transferors' interest either in uncertificated form or in certificated form. If the transferor holds its interest in certificated form, it will be held in one certificate and known as the "BASE CERTIFICATE." The transferor may transfer a portion of the transferors' interest to another entity, in which case any interest in the transferors' interest not held by the transferor will be represented by a certificate known as a "SUPPLEMENTAL CERTIFICATE." The Base Certificate together with any Supplemental Certificates are, collectively, the "TRANSFEROR CERTIFICATES." If the transferor holds its interest in the form of the Base Certificate, then the transferor may transfer interests in the transferors' interest by surrender of the Base Certificate to the trustee in exchange for a newly issued Base Certificate and one or more Supplemental Certificates. If the transferor elects to have its interest in the transferors' interest be in uncertificated form, then the transferor may transfer interests in the transferors' interest by assigning a portion of the transferors' interest to another entity and directing the trustee, with respect to the interest transferred, to issue one or more Supplemental Certificates. If any transferor elects to exchange all or a portion of its interest in the transferors' interest for a Supplemental Certificate, the following conditions must be satisfied: (1) the transferor shall have given written notice to each rating agency of the exchange; (2) the Transferor Amount, excluding the interest represented by any Supplemental Certificate, shall not be less than 2% of the total amount of principal receivables in the trust as of the date of, and after giving effect to, the exchange; and 36 (3) if any series of certificates are outstanding that were characterized as debt at the time of their issuance, the transferor shall deliver to the trustee and each rating agency a tax opinion addressing matters specified in the Pooling and Servicing Agreement. Any subsequent transfer or exchange of a Supplemental Certificate is subject to the conditions set forth in clauses (2) and (3) above. The Base Certificate, any interest in the Base Certificate, the uncertificated interest of the transferor in the transferors' interest or any interest in the uncertificated interest of the transferor in the transferors' interest, may be transferred to an entity that is a member of the "affiliated group" of which Fleet is the "common parent," as these terms are defined in Section 1504(a) of the Internal Revenue Code of 1986; provided, that: - if any series of certificates are outstanding that were characterized as debt at their time of issuance, the transferor shall have delivered to the trustee and each rating agency a tax opinion to the effect that the transfer will not adversely affect the tax characterization of any certificates which were characterized as debt; and - any transferee will be deemed to be a "transferor" for purposes of the provisions of the Pooling and Servicing Agreement regarding the transferor indemnification and liquidation of the receivables upon the occurrence of an insolvency event. See "--Liquidation of Receivables" and "--Indemnification" in this prospectus. FCCF may designate affiliates of FCCF to be included as transferors, called "ADDITIONAL TRANSFERORS," under the Pooling and Servicing Agreement by means of an amendment to the Pooling and Servicing Agreement. An amendment made to name an additional transferor will not require the consent of any certificateholder. See "--Amendments" in this prospectus. In connection with the designation of an additional transferor, the following conditions shall apply: - if any series of certificates are outstanding that were characterized as debt at the time of their issuance, the transferor shall deliver to the trustee and each rating agency a tax opinion to the effect that the transfer will not adversely affect the tax characterization of any certificates which were characterized as debt; and - any applicable conditions described in "--Addition of Accounts" in this prospectus shall have been satisfied with respect to the transfer of receivables or participation interests by any additional transferor to the trust. Following the inclusion of an additional transferor, the additional transferor will be treated in the same manner as the transferor and will have the same obligations and rights as the transferor. ADDITIONAL ACCOUNT OWNERS In addition to the Receivables Purchase Agreement, FCCF, as transferor, or an additional transferor may enter into one or more additional receivables purchase agreements and may purchase receivables which constitute Eligible Receivables and related assets from the bank or another affiliate of FCCF. Any account owner, other than the bank, from which Eligible Receivables are purchased is an "ADDITIONAL ACCOUNT OWNER." The transferor or an additional transferor may enter into a receivables purchase agreement with an additional account owner if - the account owner is an affiliate of FCCF, - the account owner is the owner of consumer revolving credit card accounts and/or other revolving credit accounts, - the transferor has received written confirmation from each rating agency that the addition of the additional account owner and the execution and delivery of the related receivables purchase 37 agreement will not result in the reduction or withdrawal of the ratings for any securities issued out of the trust; and - a tax opinion is delivered to the trustee to the effect that the addition of the additional account owner and the execution and delivery of the additional receivables purchase agreement will not adversely affect the tax characterization of any certificates which were characterized as debt. INTEREST PAYMENTS Each class of a series will accrue interest at the rate per annum specified in, or in the manner described in, the related prospectus supplement. Interest on all certificates will be due and payable on the distribution dates. The "DISTRIBUTION DATE" for a series will be the fifteenth day of each month or, if the fifteenth is not a business day, the next business day, or another date specified in the series supplement for the series. If so specified in the related prospectus supplement, interest for a class of a series will be calculated based on the outstanding principal amount of the class at the end of the rate determination period preceding the applicable distribution date. To the extent provided in the related prospectus supplement, a series may include one or more classes of floating rate certificates. The interest rate on floating rate certificates will be a variable or adjustable rate. It is the transferor's present intention, subject to changing market conditions, that the floating interest rate formula or index be based on an established financial index in the national or international financial markets. The distribution dates for floating rate certificates will be set forth in the related prospectus supplement and need not be the same as the distribution dates for the other certificates of the related series, but may be either more or less frequent. For each class of floating rate certificates, the related prospectus supplement will describe: - the initial floating rate certificate interest rate, or the method of determining it; - the dates or the method of determining the dates on which the floating rate certificate interest rate is adjusted; and - the formula, index or other method by which the interest rate is determined. PRINCIPAL PAYMENTS The revolving period for a series of certificates begins on the date of issuance of the series, and ends on the day before an amortization period begins for that series. On each distribution date for the revolving period, collections of principal receivables allocable to the certificateholders' interest of a series will, subject to permitted uses provided in the series supplement, be paid to the holders of the transferors' interest or to amortizing or accumulating series or deposited in the excess funding account. See "Description of the Certificates--Principal Payments" in the accompanying prospectus supplement. After an amortization period, which term includes any applicable accumulation period, begins for any class of a series, collections of principal receivables allocable to the class will no longer be paid to the holders of the transferors' interest, to other amortizing or accumulating series or deposited in the excess funding account. When an amortization period begins for a class, collections of principal receivables allocable to the class will generally either be deposited in the collection account or a series account to be distributed to certificateholders on a date or dates specified in the related prospectus supplement or paid to the certificateholders on the distribution dates specified in the related prospectus supplement. To the extent that collections of principal receivables are available, subject to any controlled distribution amount or controlled deposit amount or other limitation set forth in the related prospectus supplement, payments of principal will be paid to certificateholders of a class until the investor amount of the related class has been paid in full or accumulated in an account until the full amount of the investor amount is on deposit in that account. However, if one or more classes is subordinated in right of payment of principal to another class or classes, payment to or accumulation of accounts for payment to certificateholders of the subordinated class or classes will occur only after the investor amount of the senior 38 class or classes has been paid in part or in full or has been accumulated. The extent of subordination of a class of subordinated certificates may be limited as described in the related prospectus supplement. Funds on deposit in the collection account, series account including any principal funding account or other accumulation account, may be subject to a guaranteed rate agreement or guaranteed investment contract or other mechanism specified in the related prospectus supplement intended to assure a minimum rate of return on the investment of these funds. In order to enhance the likelihood of the payment in full of the principal amount of a class of certificates at the end of an accumulation period, the related class of certificates may be subject to a maturity guaranty or other similar mechanism specified in the applicable prospectus supplement. SHARED PRINCIPAL COLLECTIONS Each series may include provisions which allow collections of principal receivables allocated to that series but not needed for that series to be shared with other series. Each series may also contain provisions for determining if a principal shortfall exists for that series. On each distribution date the shared principal collections from all series will be combined and used to cover principal shortfalls or otherwise distributed as described in the following provisions. On each distribution date: - the servicer will allocate shared principal collections among the series entitled to shared principal collections, pro rata, in proportion to the principal shortfalls, if any, of each series; and - the servicer will withdraw from the collection account and pay to the holders of the transferors' interest the amount of the shared principal collections not used to cover principal shortfalls; provided however, that if on any distribution date the Transferor Amount is less than or equal to the Required Transferor Amount, the servicer will not distribute any shared principal collections to the holders of the transferors' interest, but will deposit these funds in the excess funding account. SHARING OF EXCESS FINANCE CHARGE COLLECTIONS Collections of finance charge receivables allocable to any series in a group in excess of the amounts necessary to make required payments on that series may, if specified in the related series supplement, be applied to cover shortfalls in amounts payable from collections of finance charge receivables allocable to any other series in the group. COMPANION SERIES If specified in the prospectus supplement relating to a series, one series of certificates may be paired with one or more other series or a portion of one or more other series previously issued by the trust, so that a reduction in the invested amount of one series results in an increase in the invested amount of the other series. In general, a series may be issued as a paired series or companion series to an existing prior series to enable the trust to fund the amount by which the prior series has amortized and will amortize in the future. If a Pay Out Event occurs which affects the prior series or the new series issued as the companion series when the prior series is in an amortization period, the series percentage for the allocation of collections of principal receivables for the prior series may be reset to a lower percentage and the amortization period for the prior series may be lengthened. The full extent by which the amortization period for the prior series may be lengthened will be dependent on a variety of factors and will not be readily determinable by the extent by which the series percentage has been changed. See "Risk Factors-- Principal May Be Paid Earlier Than Expected Creating a Reinvestment Risk to Certificateholders or Later Than Expected Resulting in a Failure to Receive Payment When Expected" in this prospectus and "Maturity Assumptions" in the accompanying prospectus supplement for a discussion of these factors. 39 NEW ISSUANCES The Pooling and Servicing Agreement authorizes three types of certificates or interests: - one or more series of investor certificates and interests which are treated as investor certificates which are transferable and have the characteristics described below; - a Base Certificate or an uncertificated interest registered to the transferor and in either case, evidencing the transferors' interest, which will initially be held by FCCF and which is transferable in certain circumstances to members of the affiliated group of which Fleet is the common parent; and - Supplemental Certificates delivered to an entity other than a transferor but representing a portion of the transferors' interest. The ownership interest in the remainder of the trust assets not allocated pursuant to the Pooling and Servicing Agreement to the certificateholders' interest is the "TRANSFERORS' INTEREST." For each new series, the series supplement for that series will specify: - the name or designation of the series; - the initial investor amount and series investor amount, or method for calculating these amounts; - the certificate rate, or method for its determination; - the payment date or dates and the date or dates from which interest shall accrue; - the method for allocating collections to certificateholders of the series; - the designation of any series accounts to be used by the series and the terms governing the operation of any of these series accounts; - the method of calculating the servicing fee; - the terms of any form of series enhancement; - the terms on which the certificates of the series may be exchanged for certificates of another series, repurchased by the transferor or remarketed to other investors; - the stated series termination date of the series; - the number of classes of the series and, if the series consists of more than one class, the rights and priorities of each class; - the extent to which the certificates of the series will be issuable in temporary or permanent global form and the depositary for any global certificate or certificates, the terms and conditions, if any, upon which the global certificate may be exchanged, in whole or in part, for definitive certificates, and the manner in which any interest payable on a temporary or global certificate will be paid; - whether the certificates may be issued as bearer certificates and any limitations imposed on them; - the priority of the series with respect to any other series; - the group, if any, to which the series belongs; - whether or not the series is a principal sharing series; and - any other terms of the series. Neither the transferor, the servicer, the trustee nor the trust is required or intends to obtain the consent of any certificateholder of any outstanding series to issue any additional series. The transferor may offer any series under a prospectus or other disclosure document in transactions either registered under the Securities Act of 1933, as amended, or exempt from registration thereunder, 40 directly, through one or more underwriters or placement agents, in fixed-price offerings or in negotiated transactions or otherwise. A series may be issued in fully registered or book-entry form in minimum denominations determined by the transferor. The Pooling and Servicing Agreement permits each new series to have a period during which amortization or accumulation of the principal amount is intended to occur but which may have a different length and begin on a different date than periods for any other series. Further, one or more series may be in an amortization period while other series are not. Thus, certain series may not be amortizing or accumulating, while other series are amortizing or accumulating. Moreover, one or more series, or classes of a series, may have the benefits of series enhancement different from the forms of series enhancement available to another class or classes of any other series. Under the Pooling and Servicing Agreement, the trustee will hold any form of series enhancement only on behalf of the certificateholders of the series, or class, to which it relates. Collections allocated to finance charge receivables not used to pay interest on the certificates of a series will be allocated as provided in the related series supplement. There is no limit to the number of new issuances that the transferor may perform under the Pooling and Servicing Agreement. The trust will terminate only as provided in the Pooling and Servicing Agreement. The following are conditions to the issuance of a new series: (1) on or before the fifth day immediately preceding the relevant closing date, the transferor shall give the trustee and the servicer notice of a new issuance and its date; and on or before the tenth day immediately preceding the relevant closing date, the transferor shall give each rating agency notice of a new issuance and its date; and (2) the transferor shall deliver to the trustee: - a related series supplement specifying the principal terms of the new series; - any agreement relating to series enhancement for the series; - written confirmation from each rating agency rating any outstanding series that the new issuance will not result in that rating agency reducing or withdrawing its rating of any outstanding series or class of certificates; - an officer's certificate from the transferor stating that the transferor reasonably believes that a new issuance will not cause a Pay Out Event to occur for any series; and - if any series of certificates are outstanding that were characterized as debt at the time of their issuance, an opinion of counsel to the effect that for federal tax purposes, the new issuance will not adversely affect that characterization and that the trust will not be deemed to be an association or publicly traded partnership taxable as a corporation and that the new issuance will not cause an event in which gain or loss would be recognized by any certificateholders. TRANSFER AND ASSIGNMENT OF RECEIVABLES The bank has designated accounts the receivables in which have been and will be transferred to the trust. Prior to January 1, 2002, the receivables in the accounts were transferred directly by the bank to the trust. Beginning on January 1, 2002, receivables in the designated accounts are sold by the bank to FCCF and FCCF transfers the receivables to the trust. In connection with a transfer of the receivables to the trust, the bank annotates and indicates in its records that the receivables have been conveyed to the transferor for transfer to the trust and the transferor indicates in its records that the receivables have been transferred to the trust for the benefit of the certificateholders. In addition, the bank provides to the transferor and the transferor provides to the trustee 41 a computer file or a microfiche list containing a true and complete list of all accounts designated to the trust. The list specifies for each account, its account number, the aggregate amount outstanding and the aggregate amount of principal receivables outstanding as of the cut-off date selected by the transferor. Neither the bank nor the transferor will deliver to the trustee any other records or agreements relating to the accounts or the receivables. The records and agreements maintained by the bank, the transferor or servicer relating to the accounts designated to the trust and the receivables in the trust will not be segregated by the bank, the transferor or the servicer from other documents and agreements relating to other credit card accounts and receivables and will not be stamped or marked to reflect the transfer of the receivables to the trust. Each of the bank and the transferor has filed and will file UCC financing statements meeting the requirements of applicable state law with respect to the receivables. See "Material Legal Aspects of the Receivables" in this prospectus. LIQUIDATION OF RECEIVABLES If an insolvency event occurs which involves the bank, the Receivables Purchase Agreement requires that the bank immediately cease selling principal receivables to the transferor and notify the trustee and the transferor. If an insolvency event occurs which involves the transferor, the Pooling and Servicing Agreement requires that the transferor immediately cease transferring principal receivables to the trust and promptly notify the trustee. Notwithstanding any cessation of the transfer of additional principal receivables to the trust, principal receivables transferred to the trust prior to the occurrence of the insolvency event, collections of the principal receivables transferred prior to the insolvency event and collections of finance charge receivables whenever created, accrued in respect of the principal receivables in the trust, shall continue to be a part of the trust. Within 15 days after receipt of the notice by the trustee of the occurrence of the insolvency event relating to the transferor, the trustee shall: - publish a notice in an authorized newspaper that an insolvency event has occurred and that the trustee intends to liquidate the receivables; and - give notice to the certificateholders and request instructions from the certificateholders. The trustee shall promptly liquidate the receivables in a commercially reasonable manner and on commercially reasonable terms, unless the trustee has received instructions within 90 days from the date notice is first published: - from certificateholders evidencing more than 50% of the investor amount of each series or, for any series with two or more classes, of each class, to the effect that the certificateholders disapprove of the liquidation of the receivables and wish to continue having principal receivables transferred to the trust; and - if at that time there is more than one transferor, from any transferor which is not the subject of the insolvency event, and from any holder of a Supplemental Certificate and any other parties specified in the series supplements, also disapproving the liquidation. The trustee may obtain a prior determination from any applicable conservator, receiver or liquidator that the terms and manner of any proposed liquidation are commercially reasonable. If a conservator or receiver or bankruptcy trustee is appointed for the bank or the transferor and no Pay Out Event other than the conservatorship or receivership or insolvency or bankruptcy of the bank or the transferor exists, the conservator or receiver or bankruptcy trustee may have the power to prevent the early liquidation of the receivables. The proceeds from the liquidation of the receivables shall be immediately deposited in the collection account. The trustee shall determine conclusively the amount of the proceeds which are deemed to be finance charge receivables and which are deemed to be principal receivables. 42 The proceeds shall be allocated and distributed to certificateholders in accordance with the terms of each series supplement, and the trust shall then terminate immediately. REPRESENTATIONS, WARRANTIES AND COVENANTS Each transferor, being the bank prior to the substitution date and being FCCF and any additional transferor on and after the substitution date, represents and warrants as to itself only as of each date on which certificates are issued and, with respect to receivables in additional accounts, as of the related addition date, to the effect, among other things, that: (1) the Receivables Purchase Agreement, the Pooling and Servicing Agreement, each series supplement and, in the case of additional accounts, the related assignment document, to which that transferor is a party, each constitutes a legal, valid and binding obligation of that transferor enforceable against that transferor in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and similar laws of general applicability relating to or affecting the enforcement of creditors' rights in general and except as this enforceability may be limited by general principles of equity, whether considered in a suit at law or in equity; (2) the schedule of accounts referred to in the Pooling and Servicing Agreement is an accurate and complete listing in all material respects of the accounts designated to the trust as of the related cut-off date and the information contained in the schedule concerning the identity of these accounts and the receivables existing in the accounts is true and correct in all material respects as of the related cut-off date; (3) each receivable conveyed to the trust by that transferor has been conveyed to the trust free and clear of any lien other than liens permitted by the Pooling and Servicing Agreement; (4) all authorizations, consents, orders or approvals of or registrations or declarations with any governmental authority required to be obtained, effected or given by that transferor in connection with the conveyance by that transferor of receivables to the trust have been duly obtained, effected or given and are in full force and effect; (5) either the Pooling and Servicing Agreement or, in the case of additional accounts, the related assignment document, constitutes a valid transfer and assignment to the trustee of all right, title and interest of that transferor in the receivables conveyed to the trustee by that transferor and the proceeds thereof or, if the Pooling and Servicing Agreement or the related assignment document does not constitute an absolute transfer of the property, it constitutes a grant of a "security interest," as defined in the UCC, in the property to the trustee, which, in the case of receivables then existing and the proceeds of the receivables, is enforceable upon execution and delivery of the Pooling and Servicing Agreement or the related assignment document as of the applicable date and which will be enforceable with respect to receivables created in future accounts in the future and the related future proceeds and that upon the filing of financing statements required by the Pooling and Servicing Agreement, the trustee shall have a first priority perfected security or ownership interest in the property and proceeds except for: - liens permitted under the Pooling and Servicing Agreement; - the interest of the transferor or any holder of any Supplemental Certificate; and - the transferor's right to receive interest accruing on and investment earnings, if any, in respect of the collection account or any series account, as provided in the Pooling and Servicing Agreement or the related series supplement; (6) except as otherwise expressly provided in the Pooling and Servicing Agreement or the related series supplement, neither the transferor nor any person claiming through or under 43 the transferor has any claim to or interest in the collection account, the excess funding account, any series account or any series enhancement; (7) as of the related cut-off date, each initial account or additional account is an Eligible Account; (8) as of the related cut-off date, each receivable contained in the accounts being added to the trust is an Eligible Receivable; (9) as of the date of the creation of any new receivable in an account designated to the trust, the new receivable is an Eligible Receivable; and (10) no selection procedure has been used by the bank or the transferor which the transferor reasonably believes would result in the selection of an account that would be materially adverse to the interests of certificateholders of any series. The transferor shall accept reassignment of the receivable in the event: (a) any representation or warranty of the transferor contained in clause (2), (3), (4), (7), (8), (9) or (10) above is not true and correct in any material respect as of the specified date with respect to any receivable transferred to the trust or an account and, as a result of the breach, any receivables in the related account become defaulted receivables, or the trust's rights in, to or under the receivables or the proceeds of the receivable are impaired or the proceeds are for any reason not available to the trust free and clear of any lien, unless the breach is cured within 60 days or a longer period not in excess of 150 days agreed to by the trustee after the earlier to occur of the discovery of the breach by the transferor or receipt by the transferor of notice of the breach given by the trustee; or (b) a receivable in the trust is determined to be ineligible because it is evidenced by an instrument or chattel paper. In the Pooling and Servicing Agreement the bank, as transferor prior to the substitution date agrees that is will continue to be liable for all representations and warranties and covenants it made in its capacity as seller prior to the substitution date. The bank also agrees that if any representation or warranty made by the bank as seller under the Pooling and Servicing Agreement prior to the substitution date was not true and correct and, as a result receivables transferred to the trustee are reassigned as described below, the bank will be obligated to accept the reassignment and make a deposit into the collection account in the amount of the reassigned receivables. The receivables subject to reassignment will be "INELIGIBLE RECEIVABLES." The receivables will not, however, be deemed ineligible receivables and will not be reassigned to the transferor if, on any day prior to the end of the 60-day or longer cure period: (1) either (A) in the case of an event described in clause (a) above the relevant representation and warranty shall be true and correct in all material respects as if made on that day or (B) in the case of an event described in clause (b) above the circumstances causing the receivable to become an ineligible receivable shall no longer exist; and (2) the transferor shall have delivered to the trustee an officer's certificate describing the nature of the breach and the manner in which the relevant representation and warranty became true and correct. Ineligible receivables which are to be removed from the trust shall be automatically removed from the trust by the servicer deducting the portion of the ineligible receivables reassigned to the transferor which are principal receivables from the aggregate amount of principal receivables used to calculate the Transferor Amount, the series percentages and any other percentage used to allocate within or among series. If following the exclusion of the principal receivables from the calculation of the Transferor Amount, the Transferor Amount would be less than the Required Transferor Amount, then on the first distribution date following the monthly period in which the reassignment obligation arises, the transferor 44 shall make a deposit into the excess funding account. The amount deposited shall be an amount equal to the amount by which the Transferor Amount would be reduced below the Required Transferor Amount, but, not in an amount greater than the amount of the principal receivables reassigned to the transferor. Upon the deposit, if any, required to be made to the excess funding account and the reassignment of ineligible receivables, the trustee shall automatically be deemed to convey to the transferor or its designee, without recourse, representation or warranty, all the right, title and interest of the trust in and to the ineligible receivables, all moneys due or to become due and all amounts and proceeds received. The obligation of the transferor to accept reassignment of any ineligible receivables, and to make the deposits, if any, required to be made to the excess funding account shall constitute the sole remedy respecting the event giving rise to the obligation available to certificateholders, or the trustee on behalf of the certificateholders. The obligations of the transferor or any additional transferor to accept reassignment of the receivables will be several and not joint with respect to the receivables transferred by the transferor to the trust. The transferor also makes representations and warranties to the trust to the effect, among other things, that as of each date on which certificates are issued: (1) it is duly organized and validly existing in good standing under the laws of the jurisdiction of its organization; (2) it is duly qualified or is exempt from the requirements to do business and is in good standing and has obtained all necessary licenses and approvals in each jurisdiction in which failure to so qualify or to obtain such licenses and approvals would render any receivable transferred to the trust by it unenforceable by the transferor, the servicer or the trustee or would have a material adverse effect on the certificateholders of any series; (3) the execution and delivery of the Pooling and Servicing Agreement and each series supplement by the transferor and the execution and delivery to the trustee of the certificates by the transferor and the consummation by the transferor of the transactions provided for in the Pooling and Servicing Agreement and each series supplement have been duly authorized by the transferor; (4) the execution and delivery by the transferor of the Pooling and Servicing Agreement, each series supplement and the certificates, the performance by the transferor of the transactions contemplated by the Pooling and Servicing Agreement and each series supplement and the fulfillment by the transferor of their terms, will not conflict with, result in any breach of any of the material terms and provisions of any instrument to which the transferor is a party or by which it or any of its properties are bound; (5) the execution and delivery by the transferor of the Pooling and Servicing Agreement, each series supplement and the certificates, the performance by the transferor of the transactions contemplated by the Pooling and Servicing Agreement and each series supplement and the fulfillment by the transferor of their terms will not conflict with or violate any requirements of law applicable to the transferor; (6) there are no proceedings or investigations, pending or, to the best knowledge of the transferor, threatened against it, before any court, regulatory body, administrative agency, or other tribunal or governmental instrumentality seeking any determination or ruling that, in the reasonable judgment of the transferor, would materially and adversely affect the performance by it of its obligations with respect to any series under the Pooling and Servicing Agreement or any series supplement; (7) no insolvency event with respect to the transferor has occurred and the transfer of the receivables by the transferor to the trust has not been made in contemplation of the occurrence of an insolvency event; and 45 (8) the transferor is a bankruptcy-remote entity. Upon discovery by the transferor, the servicer or the trustee of a breach of any of the representations and warranties by the transferor described above, the party discovering the breach will give prompt written notice to the others and the transferor will cooperate with the servicer and the trustee in attempting to cure the breach. An "ELIGIBLE ACCOUNT" is defined in the Pooling and Servicing Agreement to mean a revolving credit card account owned by the bank or any additional account owner and which as of the related cut-off date has the following characteristics: - is in existence and maintained by the bank or its predecessors or an additional account owner; - is payable in United States dollars; - except as provided below, has not been identified as an account the credit card or cards with respect to which have been reported as having been lost or stolen; - the obligor of which has provided as his or her billing address an address located in the United States, or its territories or possessions or a military address; - the obligor of which has not been identified as an employee of the bank or any affiliate of the bank; - except as provided below, does not include any receivables which are defaulted receivables; and - except as provided below, does not include any receivables which have been identified as having been incurred as a result of fraudulent use of a credit card. The Pooling and Servicing Agreement provides that an Eligible Account may include receivables which have been charged-off, or may be an account with an obligor which the bank or the servicer believes is bankrupt, or may include accounts containing receivables that have been identified by the obligor as having been incurred as a result of fraudulent use of a credit card, or as to which any credit cards have been reported as lost or stolen, in each case as of the related cut-off date; provided, that: - the balance of all receivables included in those accounts is reflected on the books and records of the transferor, and is treated for purposes of the Pooling and Servicing Agreement, as "zero"; and - charging privileges with respect to those accounts have been canceled. An "ELIGIBLE RECEIVABLE" is defined in the Pooling and Servicing Agreement to mean each receivable: - which has arisen under an Eligible Account; - which was created in compliance with all requirements of law applicable to the bank, the failure to comply with which would have a material adverse effect upon certificateholders, and under a credit card agreement which complies with all requirements of law applicable to the bank, the failure to comply with which would have a material adverse effect upon certificateholders; - with respect to which all material consents, licenses, approvals or authorizations of, or registrations or declarations with, any governmental authority required to be obtained or given by the bank in connection with the creation of such receivable or the execution, delivery and performance by the bank of its obligations, if any, under the related credit card agreement have been duly obtained or given and are in full force and effect as of the date of creation of the receivable; - as to which, at the time of its transfer to the trustee, the transferor or the trustee will have good and marketable title, free and clear of all liens, encumbrances, charges and security interests, except for certain tax liens permitted by the Pooling and Servicing Agreement; - which has been the subject of either: (a) a valid transfer and assignment from the transferor to the trustee of all of the transferor's right, title and interest in the receivable; or 46 (b) the grant of a first priority perfected security interest in the receivable and in the proceeds of the receivable; - which at and after the time of transfer to the trustee is the legal, valid and binding payment obligation of the obligor thereon, legally enforceable against the obligor in accordance with its terms, except as the enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights in general and except as the enforceability may be limited by general principles of equity; - which constitutes an "account" as defined in Article 9 of the UCC; - which, at the time of its transfer to the trustee, has not been waived or modified except as permitted in accordance with the credit card guidelines and which waiver or modification is reflected in the servicer's computer file of revolving credit card accounts; - which, at the time of its transfer to the trustee, is not subject to any right of rescission, setoff, counterclaim or any other defense of the obligor, including the defense of usury, other than defenses arising out of applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights in general and except as the enforceability may be limited by general principles of equity, or as to which the servicer is required by the Pooling and Servicing Agreement to make an adjustment; - as to which, at the time of its transfer to the trustee, the bank and the transferor have satisfied all obligations to be fulfilled by the bank or the transferor at that time; and - as to which, at the time of its transfer to the trustee, neither the bank nor the transferor has taken any action which, or failed to take any action the omission of which, would, at the time of its transfer to the trustee, impair the rights of the trust or the certificateholders. The trustee will not make any initial or periodic general examination of the receivables or any records relating to the receivables for the purpose of establishing the presence or absence of defects, compliance with the transferor's representations and warranties or for any other purpose. The servicer, however, has agreed to deliver to the trustee on or before May 31 of each year an opinion of counsel with respect to the validity of the security interest of the trust in and to the receivables and other matters related to the trust. The transferor, in the Pooling and Servicing Agreement, assigns to the trustee, the transferor's rights, remedies, powers and privileges in and under the Receivables Purchase Agreement, including its rights to enforce the Receivables Purchase Agreement. ADDITION OF ACCOUNTS The transferor may from time to time designate additional accounts to the trust. Also, if specified tests are not met, the transferor will be required to designate additional accounts. In each case, the transferor will convey to the trust all receivables in the additional accounts, whether these receivables are then existing or later created. The date on which additional accounts are transferred to the trust is an "ADDITION DATE." Each additional account must be an Eligible Account as of the related cut-off date. No selection procedures believed by the transferor to be adverse to the interests of the certificateholders are to be used in selecting additional accounts from the available Eligible Accounts in the Fleet Credit Card Portfolio. Nevertheless, there is no assurance that additional accounts will be of the same credit quality as the accounts in the trust as of the date of this prospectus. Additional accounts may have been originated at a different time or using different credit criteria or may have been acquired from another credit card issuer that had different credit criteria. FCCF does not own any credit card accounts. If FCCF is required to designate accounts to the trust, FCCF may give notice to the bank of the required addition and, under the Receivables Purchase Agreement, the bank will be obligated to designated accounts as requested. In addition, the bank may, at 47 the request of FCCF, designate accounts to be included as additional accounts and sell the receivables in those accounts to FCCF. See "The Receivables Purchase Agreement" in this prospectus. Required Additions. Generally, the transferor will be required to designate additional Eligible Accounts to the trust in a sufficient amount so that, after giving effect to the addition, the Transferor Amount is at least equal to the Required Transferor Amount and the aggregate amount of principal receivables in the trust exceeds the Required Principal Balance, if either: (1) the Transferor Amount is less than the Required Transferor Amount; or (2) the aggregate amount of principal receivables in the trust is less than the Required Principal Balance. In lieu of, or in addition to, designating additional accounts, the transferor may, subject to the conditions specified below and in the Pooling and Servicing Agreement, convey to the trust participations, including 100% participations, representing undivided interests in a pool of assets consisting of revolving credit card receivables or consumer secured and unsecured loan receivables arising as a result of advances made on bank cards, private label cards, corporate cards, and unsecured revolving lines of credit, and any interests in the receivables. "REQUIRED TRANSFEROR AMOUNT" means, as of any date, the product of the Required Transferor Percentage and the aggregate amount of principal receivables in the trust. "REQUIRED TRANSFEROR PERCENTAGE" currently means 5%; however, the Required Transferor Percentage may be reduced to as low as 2% if the transferor delivers an officer's certificate stating that the reduction 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 any series or class and the rating agencies have notified the transferor that the reduction will not result in a reduction or withdrawal of any outstanding rating on a series or class of certificates. "REQUIRED PRINCIPAL BALANCE" means, as of any date, the sum of the Series Investor Amounts for all series minus the amount on deposit in the excess funding account. "SERIES INVESTOR AMOUNT" means, for any series, the amount stated in the related series supplement and, in the prospectus supplement for that series, but, generally, will be an amount equal to the numerator used in the calculation of the Series Percentage used in allocating collections of principal receivables to that series. Restricted Additions. The transferor may from time to time, at its sole discretion, subject to the conditions specified below, designate additional Eligible Accounts to the trust or designate participation interests to be included as trust assets. Conditions to Required and Restricted Additions. The following are conditions to the addition of accounts or participation interests to the trust under the required addition provisions and the restricted addition provisions: (1) on or before the tenth business day immediately preceding the addition date, the transferor shall give the trustee, the servicer and each rating agency written notice of the addition; (2) the transferor shall deliver to the trustee copies of UCC financing statements covering the additional accounts, if necessary to perfect the trust's interest in the receivables; (3) as of each of the related cut-off date and the addition date, no insolvency event affecting the bank or the transferor shall have occurred nor shall the transfer to the trust be made in contemplation of the occurrence of an insolvency event; (4) except in the case of a limited amount of required additions, the rating agencies have notified the transferor that the addition will not result in a reduction or withdrawal of any outstanding rating in a series or class of certificates; 48 (5) the transferor shall deliver to the trustee an officer's certificate, dated the addition date, stating that: (a) as of the applicable related cut-off, any additional accounts are Eligible Accounts; (b) to the extent applicable, the conditions set forth in clauses (2) through (4) above have been satisfied; and (c) the transferor reasonably believes that: - the addition of the receivables arising in the additional accounts to the trust or of the interests in the trust participations will not, based on the facts known to the officer at the time of the addition, then or in the future cause a Pay Out Event to occur with respect to any series; and - no procedure was used in selecting additional accounts that would be materially adverse to the interests of the certificateholders of any series as of the addition date; (6) the transferor shall deliver to the trustee and each rating agency an opinion of counsel stating the validity and perfection of the transfer of the receivables created in the additional accounts to the trustee; (7) in the case of designation of additional accounts, the transferor shall deliver to the trustee: (a) the computer file or microfiche list containing a true and complete list of the additional accounts; and (b) a duly executed, written assignment; and (8) unless each rating agency otherwise consents, the number of additional accounts designated as required additions during any of the three consecutive monthly periods commencing in January, April, July and October of each calendar year, shall not exceed 15% of the number of accounts designated to the trust as of the first day of the calendar year during which the monthly periods begin and the number of additional accounts designated as required additions during any calendar year shall not exceed 20% of the number of accounts designated to the trust as of the first day of the calendar year. ACQUISITION OF PARTICIPATION INTEREST If the transferor designates a participation interest to be included in the trust and these interests are issued by an entity other than the transferor or any affiliate of the transferor, then these interests: (1) will either: (a) have been previously registered under the Securities Act of 1933, as amended; or (b) be eligible for sale under Rule 144(k); and (2) will be acquired in bona fide secondary market transactions not from the transferor or an affiliate. AUTOMATIC ACCOUNT ADDITIONS (1) The transferor may from time to time, at its sole discretion, subject to and in compliance with the limitations specified in clause (2) below and the applicable conditions specified in clauses (3) through (7) below, designate additional Eligible Accounts to the trust without meeting some of the conditions applicable to other additions. These additions are "AUTOMATIC ADDITIONS." Under the automatic addition provisions, accounts to be added will be deemed to be Eligible Accounts only if the accounts are consumer revolving credit card accounts originated by the bank or any affiliate of the bank. 49 (2) Unless each rating agency then rating any series of certificates otherwise consents, the number of accounts designated under the automatic addition provisions shall be limited as follows: - in any three consecutive monthly periods commencing in January, April, July and October of a calendar year, the number of accounts added shall not exceed 15% of the number of accounts as of the first day of the calendar year during which the monthly periods commence; and - in any calendar year, the number of accounts designated under the automatic addition provisions will not exceed 20% of the number of accounts as of the first day of the calendar year. (3) Within 30 days after the addition date for the automatic addition the transferor will deliver to the trustee and each rating agency an opinion of counsel, confirming the validity and perfection of the transfer of the accounts. If the opinion of counsel is not received, the ability of the transferor to designate automatic additional accounts will be suspended until each rating agency otherwise consents in writing. If the transferor is unable to deliver an opinion of counsel for any automatic additional account, that inability shall be deemed to be a breach of the representations with respect to the receivables in the additional accounts, and the cure period for such breach will not exceed 30 days. (4) The transferor shall deliver to the trustee copies of UCC financing statements covering the additional accounts, if necessary to perfect the trust's interest in the arising receivables. (5) As of each of the related cut-off date and the addition date, no insolvency event with respect to the transferor shall have occurred nor shall the transfer of the receivables arising in the additional accounts to the trust be made in contemplation of the occurrence of an insolvency event. (6) The transferor shall deliver to the trustee an officer's certificate, dated the addition date, stating that: - as of the applicable related cut-off date, the automatic additional accounts are all Eligible Accounts; - to the extent applicable, the conditions described in clauses (2) through (5) above have been satisfied; and - the transferor reasonably believes that (a) the addition of the receivables arising in the automatic additional accounts will not, based on the facts known to the officer at the time of the addition, then or in the future cause a Pay Out Event to occur with respect to any series, and (b) no selection procedure was used in selecting automatic additional accounts that would be materially adverse to the interests of the certificateholders of any series as of the addition date. (7) The transferor shall deliver to the trustee: - a computer file or microfiche list containing a true and complete list of the accounts being added; and - a duly executed assignment of the receivables arising in the additional accounts. REMOVAL OF ACCOUNTS During any monthly period, subject to the restrictions described in the following paragraph, the transferor shall have the right to require the reassignment to it or its designee of all the trust's right, title and interest in, to and under the receivables then existing and in the future created, all moneys due or to 50 become due and all amounts and proceeds received in or with respect to specified accounts or participation interests, upon satisfaction of the following conditions: (1) on or before the fifth business day immediately preceding the removal date, the transferor shall give the trustee, the servicer, each rating agency then rating any series of certificates and the provider of any series enhancement written notice of the removal; (2) with respect to the accounts being removed, on or prior to the date that is ten business days after the removal date, the transferor will deliver to the trustee a computer file or microfiche list containing a true and complete list of the removed accounts specifying for each account, its account number, the aggregate amount outstanding in the account and the aggregate amount of principal receivables outstanding in the account; (3) the transferor shall represent and warrant as of the removal date that the list of removed accounts delivered pursuant to clause (2) above, as of the removal cut-off date, is true and complete in all material respects; (4) the rating agencies shall have notified the transferor that the removal will not result in a reduction or withdrawal of any outstanding rating on a series or class of certificates; (5) the transferor shall deliver to the trustee an officer's certificate to the effect that the transferor reasonably believes that: - this removal will not, based on the facts known to the officer at the time of the certification, then or in the future cause a Pay Out Event to occur with respect to any series; and - no selection procedure was used in selecting the accounts or interests in the trust participations to be removed that would be materially adverse to the interests of the certificateholders of any series as of the removal date; and (6) as of the removal cut-off date, no more than 10% of the receivables in the trust are more than thirty days contractually delinquent. In addition to the conditions described in the preceding paragraph, the transferor's ability to remove accounts and the receivables in those accounts from the trust is, for the most part, limited in that (1) no more than one removal per calendar month is permitted, (2) the accounts to be removed must be selected at random and (3) the amount of principal receivables removed from the trust in any month may not exceed the excess, if any, of the Transferor Amount over the Required Transferor Amount. The Pooling and Servicing Agreement does permit the removal of some accounts at any time without the restrictions described in this paragraph. The accounts which can be removed without the restrictions in this paragraph include, but are not limited to, accounts containing defaulted receivables, accounts with a zero balance and accounts originated under an affinity agreement that has terminated at the option of, by the default of or the failure to extend by a party other than the transferor or its affiliates or agents. Upon satisfaction of the conditions and subject to the restrictions above, the trustee will execute and deliver to the transferor or its designee a written reassignment and will be deemed to transfer, assign, set over and otherwise convey to the transferor or its designee, effective as of the removal date, without recourse, representation or warranty, all the right, title and interest of the trust in and to the interests in the trust participations removed from the trust or receivables arising in the removed accounts, all moneys due and to become due and all amounts and proceeds received. SERVICING PROCEDURES Pursuant to the Pooling and Servicing Agreement, the servicer will be responsible for servicing and administering the receivables in the trust in accordance with the servicer's customary and usual servicing procedures for servicing credit card receivables comparable to the receivables in the trust and in accordance with its credit card guidelines. 51 DISCOUNT OPTION The Pooling and Servicing Agreement provides that the transferor may designate a "DISCOUNT PERCENTAGE" at any time and from time to time. A discount percentage may be a fixed percentage or a variable percentage based on a formula. If the transferor specifies a discount percentage, then that percentage of all of the principal receivables or of any specified portion of principal receivables created after the date designated by the transferor will be treated as finance charge receivables, rather than principal receivables. If this option is exercised by the transferor, the principal receivables will be treated as having been transferred to the trust at a discount. The transferor also has the option of reducing or discontinuing the discount percentage, at any time and from time to time. The Pooling and Servicing Agreement requires the transferor to provide to the servicer, the trustee and any rating agency then rating any series of certificates 30 days' prior written notice that the discount percentage is to be applied to the principal receivables. If this notice is provided, then the discount will become effective: - unless such designation, in the reasonable belief of the transferor, would cause a Pay Out Event for any series to occur or would cause the occurrence of an event which, with notice or the lapse of time or both, would constitute a Pay Out Event for any series; and - if the rating agencies then rating any series of certificates notify the transferor that the implementation of the discount will not result in a reduction or withdrawal of any outstanding rating on a series or class of certificates. On the date of processing of any collections, on or after the discount becomes effective, the product of the discount percentage and collections of receivables, which receivables arose on or after the effective date and which would otherwise be principal receivables, will be deemed "DISCOUNT OPTION RECEIVABLE COLLECTIONS." An amount equal to the product of the Series Percentage with respect to finance charge receivables for each series of certificates and the amount of the discount option receivables collections will be deposited by the servicer into the collection account. The amount of discount option receivable collections deposited into the collection account will be applied as finance charge receivables. An amount equal to the product of the Transferor Percentage and the amount of the discount option receivable collections will be paid to the holders of the transferors' interest. The transferor may have different reasons to designate a discount percentage. For example, since the majority of the accounts have finance charges indexed to specific variable rates, the finance charges on the accounts, and the collections of finance charge receivables on the accounts, may decline as interest rates decline. The certificates of a series may have interest rates that are fixed or that are indexed to a different variable rate. If the finance charges on the accounts are significantly reduced without a corresponding reduction in the interest rate on a series of certificates, a series Pay Out Event based in part on the amount of collections of finance charge receivables and the interest rate on the certificates could occur. The transferor could avoid the occurrence of a series Pay Out Event by designating a discount percentage, thereby causing an increase in the amount of collections of finance charge receivables. The transferor, however, is under no obligation to designate a discount percentage at any time, and there can be no assurance that the transferor would designate a discount percentage to avoid the occurrence of a Pay Out Event. TRUST ACCOUNTS The servicer has caused to be established and maintained, in the name of the trustee, an account designated as the "COLLECTION ACCOUNT," which at all times is required to be either: (a) a segregated account with an eligible institution; or (b) a segregated trust account with the corporate trust department of a depository institution organized under the laws of the United States or any one of the states thereof, including the District of Columbia or any domestic branch of a foreign bank, and acting as a trustee for 52 funds deposited in the account, so long as any of the securities of the depository institution shall have an investment grade credit rating. An account satisfying the requirements of (a) or (b) above is an "ELIGIBLE DEPOSIT ACCOUNT." The servicer has also caused to be established and maintained, in the name of the trustee, an account designated as the "EXCESS FUNDING ACCOUNT," which also is required to be an eligible deposit account. An "ELIGIBLE INSTITUTION" is defined as: (a) a depository institution, which may be the trustee, organized under the state or federal laws of the United States, including the District of Columbia, or any domestic branch of a foreign bank, which at all times: - has either (1) a long-term unsecured debt rating of A1 or better by Moody's Investors Service Inc. or (2) a certificate of deposit rating of P-1 by Moody's; - has either (1) a long-term unsecured debt rating of AAA by Standard & Poor's Ratings Services or (2) a certificate of deposit rating of A-1+ by Standard & Poor's; and - is a member of the FDIC; or (b) any other institution that is acceptable to each rating agency then rating a series of certificates. If so qualified, the trustee or the servicer may be considered an eligible institution. Other accounts may also be created in connection with any series and for the benefit of that series. Accounts created for a specific series are "SERIES ACCOUNTS." Funds in the collection account and the excess funding account will be invested, at the direction of the servicer, in "ELIGIBLE INVESTMENTS" which include any of the following: (a) direct obligations of, and obligations fully guaranteed as to timely payment of principal and interest by, the United States of America; (b) demand deposits, time deposits or certificates of deposit, having original maturities of no more than 365 days, of depository institutions or trust companies incorporated under the state or federal laws of the United States of America, or domestic branches of foreign banks, and subject to supervision and examination by federal or state banking or depository institution authorities; provided, that at the time of the trust's investment or contractual commitment to invest, the short-term debt rating of the depository institution or trust company shall be in the highest investment category of each rating agency then rating a series of certificates; (c) commercial paper or other short-term obligations having, at the time of the trust's investment or contractual commitment to invest, a rating from each rating agency in its highest investment category; (d) notes or bankers' acceptances, having original maturities of no more than 365 days, issued by any depository institution or trust company described in clause (b) above; (e) investments in money market funds rated in the highest investment category by each rating agency then rating a series of certificates or otherwise approved in writing by each rating agency then rating a series of certificates; (f) time deposits, other than as referred to in the preceding clause (e) with a person the commercial paper of which has a credit rating in the highest investment category from each rating agency then rating a series of certificates; or (g) any other investments approved in writing by each rating agency then rating a series of certificates. 53 No obligation of the bank or any additional account owner will qualify as an eligible investment. The trustee together with any successor or any entity specified in a series supplement, acting as the "PAYING AGENT," shall have the revocable power to withdraw funds from the collection account for the purpose of making distributions to the certificateholders of any series pursuant to the related series supplement. SERIES PERCENTAGE AND TRANSFEROR PERCENTAGE Pursuant to the Pooling and Servicing Agreement, the servicer will allocate among the series, including each class of each series, and the transferors' interest the collections of finance charge receivables, the collections of principal receivables and the defaulted receivables. The servicer will make each allocation by reference to the applicable Series Percentage for each series and the Transferor Percentage in each case. The "SERIES PERCENTAGE" for each series means that percentage specified in the series supplement as the percentage to be used in making allocations to that series. Generally, the Series Percentage specified in the series supplement is a floating percentage for purposes of allocating collections of finance charge receivables at all times, for purposes of allocating defaulted receivables at all times and for purposes of allocating principal receivables during the revolving period. Generally, the Series Percentage specified in the series supplement is a fixed percentage for purposes of allocating collections of principal receivables during the amortization period for that series. The "TRANSFEROR PERCENTAGE" in all cases means the excess of 100% over the sum of the Series Percentages of all series then outstanding. APPLICATION OF COLLECTIONS Except as provided below or in a series supplement, the servicer will deposit into the collection account, no later than the second business day following the date of processing, any payment collected by the servicer on the receivables; provided, however, that the servicer need not deposit into the collection account amounts allocated to the transferors' interest and various amounts allocated to certificateholders of a series, as specified in the related series supplement. In addition, for so long as the bank remains the servicer and (1) maintains a certificate of deposit rating of A-1 or better by Standard & Poor's and P-1 by Moody's, or such other rating below A-1 or P-1, as the case may be, that is satisfactory to each rating agency then rating a series of certificates, or (2) the bank has provided to the trustee a letter of credit covering the collection risk of the servicer acceptable to each rating agency then rating a series of certificates, the servicer need not make daily deposits of collections into the collection account, but may make a single monthly deposit into the collection account in immediately available funds. OPERATION OF EXCESS FUNDING ACCOUNT On any distribution date on which the Transferor Amount is less than the Required Transferor Amount, the servicer will deposit any shared principal collections that would otherwise be distributed to the holders of the transferors' interest into the excess funding account. The transferor may also cause deposits to be made to the excess funding account on any business day. The servicer will determine, for each distribution date on which no series is in an amortization period, the amount by which the Transferor Amount exceeds the Required Transferor Amount and will instruct the trustee to withdraw that amount from the excess funding account, to the extent of the principal amount of funds on deposit, and pay the amount to the holders of the transferors' interest. The servicer will determine, for each distribution date on which one or more series is in an amortization period, the aggregate amount of principal shortfalls, if any, for each series and will instruct the trustee to withdraw that amount from the excess funding account, to the extent of the principal amount of funds on deposit in the account, and allocate the amount among those series with a principal shortfall as shared principal collections. As long as the bank remains the servicer and maintains a certificate of deposit rating of P-1 or better by Moody's and the transferor makes deposits into the excess funding account on each business day if the Transferor Amount on that date is less than the Required Transferor Amount, then the servicer will, as 54 described in the next sentence, direct the distribution of the excess amount from the excess funding account on any business day when an excess exists. If the conditions in the previous sentence are met, then the servicer will, on each business day, whether or not a distribution date, determine the amount, if any, by which the Transferor Amount exceeds the Required Transferor Amount and instruct the trustee to withdraw the excess amount from the excess funding account, to the extent of the principal amount of funds on deposit in the account, and pay the amount to the holders of the transferors' interest on the next business day. Before directing a distribution on a date other than a distribution date, if any series is in an amortization period, the servicer is required to determine, on the basis of collections received prior to that business day, that no principal shortfall will exist for any principal sharing series on the next distribution date. DEFAULTED RECEIVABLES; REBATES AND FRAUDULENT CHARGES The term "DEFAULTED RECEIVABLES" means, for any monthly period, all principal receivables which are charged-off as uncollectible in the monthly period in accordance with the servicer's credit card guidelines and customary and usual servicing procedures for servicing consumer revolving credit card and other revolving credit account receivables comparable to the receivables. A principal receivable shall become a defaulted receivable on the day on which the principal receivable is recorded as charged-off on the servicer's computer master file of consumer revolving credit card accounts but, in any event, shall be deemed a defaulted receivable no later than the last day of the calendar month in which the related account becomes 180 days contractually delinquent unless the obligor cures the default by making a partial payment which satisfies the criteria for curing delinquencies under the servicer's applicable credit card guidelines. The term "DEFAULTED AMOUNT" means, for any monthly period, an amount, not less than zero, equal to (a) the amount of principal receivables which became defaulted receivables in the monthly period, minus (b), unless an insolvency event involving the transferor or the servicer has occurred, the amount of any defaulted receivables included in any account the receivables of which the transferor or the servicer became obligated to accept reassignment or assignment in accordance with the terms of the Pooling and Servicing Agreement during such monthly period. If an insolvency event occurs with respect to the transferor, the amount of the defaulted receivables which are subject to reassignment to the transferor shall not be added to the sum so subtracted. If events involving insolvency occur with respect to the servicer, the amount of the defaulted receivables which are subject to reassignment or assignment to the servicer shall not be added to the sum so subtracted. The servicer may adjust downward the amount of any receivable for a number of reasons including adjustments related to rebates, refunds, unauthorized charges or billing errors to an account holder or because the receivable was created in respect of merchandise which was refused or returned by an account holder. On each day when the servicer adjusts downward any receivable without receiving collections or charging-off the amount as uncollectible, then, the amount of principal receivables used to calculate the Transferor Amount, the Series Percentages and any other percentages used to allocate within or among series will be reduced by the amount of the adjustment. Similarly, the amount of principal receivables used to calculate the Transferor Amount, the Series Percentages and any other percentage used to allocate within or among series will be reduced by the amount of any receivable discovered to have been created through a fraudulent or counterfeit charge. Furthermore, in the event that the exclusion of the principal receivables from the calculation of the Transferor Amount at that time would cause the Transferor Amount to be less than the Required Transferor Amount, the transferor shall be required to pay an amount equal to the deficiency into the excess funding account, up to the amount of the reduction in principal receivables. 55 FINAL PAYMENT OF PRINCIPAL AND INTEREST; TERMINATION Subject to any prior termination, the interest of the certificateholders of a series in the trust will terminate following the earliest of: - the day after the distribution date on which the final payment of principal and interest is made to the certificateholders of that series; - the date specified for termination in the applicable series supplement, called the "STATED SERIES TERMINATION DATE" for the series; and - the trust termination date. In the event the investor amount of any series would be greater than zero on the stated series termination date for that series or an earlier date specified in the related series supplement, the trustee will sell or cause to be sold principal receivables and the related finance charge receivables or interests, in an amount equal to 100% of the investor amount of the certificates of the series and accrued and unpaid interest thereon, but not more than the applicable Series Percentages of receivables on the stated series termination date or earlier date specified in the series supplement. The proceeds of the sale will be allocated and distributed in accordance with the applicable series supplement. The "TRUST TERMINATION DATE" will be the earliest to occur of: - the day following the payment date on which the aggregate investor amount and series enhancement investor amounts, if any, of each series is zero, provided that the transferor has delivered a written notice to the trustee electing to terminate the trust; - December 31, 2044; or - if the receivables are liquidated following the occurrence of an insolvency event as described under "--Liquidation of Receivables," immediately following that liquidation. Upon termination of the trust, all right, title and interest in the receivables and other funds of the trust other than amounts in accounts maintained by the trust for the final payment of principal and interest to certificateholders, will be conveyed and transferred to the transferor. TRUST PAY OUT EVENTS If a Pay Out Event occurs under the terms of a series supplement, it will be a series Pay Out Event although the same event may result in a series Pay Out Event occurring under multiple series supplements. The occurrence of a series Pay Out Event will terminate the revolving period or any amortization period then in effect for affected series and the rapid amortization period or, if applicable, a rapid accumulation period, will begin. If a Pay Out Event occurs under the base Pooling and Servicing Agreement, it will be a trust Pay Out Event and affect all series. A trust Pay Out Event will occur with respect to all series upon the occurrence of any of the following: - an insolvency event relating to the bank, any additional account owner, the transferor or any additional transferor; - the trust shall become subject to regulation by the SEC as an "investment company" within the meaning of the Investment Company Act of 1940, as amended; or - the transferor or any additional transferor is unable for any reason to transfer receivables to the trustee in accordance with the provisions of the Pooling and Servicing Agreement or the bank is unable to transfer receivables to FCCF under the Receivables Purchase Agreement. 56 When a rapid amortization period or a rapid accumulation period begins, distributions or deposits of principal will be made to the certificateholders or into an account for the certificateholders of the affected series in the priority provided in the related series supplement. If, because of the occurrence of a Pay Out Event, a rapid amortization period begins earlier than the scheduled amortization date or the expected final payment date of the series, certificateholders of the series will begin receiving distributions of principal earlier than they otherwise would have, which may shorten the final maturity of the certificates of the series. When a rapid accumulation period begins, the principal receivables will be deposited into a principal funding account, as described in the related prospectus supplement. Unlike in a rapid amortization period, if, because of the occurrence of a Pay Out Event, a rapid accumulation period begins earlier than the scheduled amortization date or the expected final payment date of the series, then certificateholders of the series or class affected by the rapid accumulation period will not, unless a rapid amortization period begins, receive distributions of principal until the expected final distribution date of the series or class. An "INSOLVENCY EVENT" shall occur if: - the bank or any additional account owner consents to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings; or a decree or order for the appointment of a conservator, receiver or liquidator is entered against the bank or any additional account owner; or the bank or any additional account owner admits in writing its inability to pay its debts generally as they become due, files a petition to take advantage of any insolvency or reorganization statute, makes any assignment for the benefit of its creditors or voluntarily suspends payment of its obligations; or - FCCF or any additional transferor consents or fails to object to the appointment of a bankruptcy trustee or conservator, receiver or liquidator in any bankruptcy proceeding or other insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or an action seeking a decree or order for the appointment of a bankruptcy trustee or conservator, receiver or liquidator for a transferor is commenced against transferor, or, notwithstanding an objection by the transferor, the action remains undischarged or unstayed for 60 days or an order or decree providing for the relief is entered; or a transferor admits in writing its inability to pay its debts generally as they become due, files, or consents to or fails to object to the filing, or objects without dismissal of the filing, of a petition to take advantage of any bankruptcy, insolvency or reorganization, receivership or conservatorship statute, makes an assignment for the benefit of its creditors or voluntarily suspends payment of its obligations. See "Description of the Certificates--Liquidation of Receivables" in this prospectus for a description of the consequences of the occurrence of an insolvency event. SERVICING COMPENSATION AND PAYMENT OF EXPENSES The servicer's compensation for its servicing activities and reimbursement for its expenses for any monthly period will be a servicing fee payable monthly on the related distribution date in an amount equal to one-twelfth of the product of: - the weighted average of the applicable servicing fee rates for each series outstanding, based upon the applicable servicing fee rate for each series and the investor amount of the series or other amount specified in the applicable series supplement; and - the amount of principal receivables outstanding on the last day of the prior monthly period. The servicing fee will be allocated among the transferors' interest and the certificateholders' interests of all series. The share of the servicing fee allocable to the certificateholders' interest of a particular series, the "MONTHLY SERVICING FEE," will be determined in accordance with the applicable series supplement. The remainder of the servicing fee shall be paid by the certificateholders of other series and by the holders of the transferors' interest. In no event shall the trust, the trustee or the certificateholders of any series be 57 liable for the share of the servicing fee to be paid by the holders of the transferors' interest. Unless otherwise provided in any series supplement, in the case of the first monthly period for a series, the monthly servicing fee shall accrue from the date of issuance of that series. The servicer will pay from its servicing compensation certain expenses incurred in connection with servicing the receivables including, without limitation, payment of the fees and disbursements of the trustee, any paying agent and transfer agent and registrar and independent accountants and other fees which are not expressly stated in the Pooling and Servicing Agreement to be payable by the trust or the transferors other than federal, state, local and foreign income, franchise or other taxes, if any, or any interest or penalties imposed upon the trust or the transferors. MATTERS REGARDING THE SERVICER The servicer may not resign from its obligations and duties under the Pooling and Servicing Agreement, except upon determination that: - the performance of its duties under the Pooling and Servicing Agreement is no longer permissible under applicable law; and - there is no reasonable action which the servicer could take to make the performance of its duties thereunder permissible under applicable law. Any determination permitting the resignation of the servicer will be evidenced by an opinion of counsel delivered to the trustee. No resignation will become effective until the trustee or a successor servicer that is an eligible servicer shall have assumed the responsibilities and obligations of the servicer in accordance with the Pooling and Servicing Agreement. An "ELIGIBLE SERVICER" means the trustee, or an entity which is acting as servicer and: - is servicing a portfolio of revolving credit card accounts; - is legally qualified and has the capacity to service the accounts; - has demonstrated the ability to professionally and completely service a portfolio of similar accounts in accordance with high standards of skill and care; - is qualified to use the software that is then being used to service the accounts or obtains the right to use, or has its own software, which is adequate to perform its duties under the Pooling and Servicing Agreement; and - has a net worth of at least $50,000,000 as of the end of its most recent fiscal quarter. Pursuant to the Pooling and Servicing Agreement, the bank, as servicer, has the right to delegate any of its responsibilities and obligations as servicer to any entity that agrees to conduct the duties in accordance with the Pooling and Servicing Agreement and the bank's credit card guidelines; provided, that in the case of a significant delegation to an entity other than Fleet, the transferor, any affiliate of the transferor, or First Data Resources, Inc.: - at least 30 days' prior written notice must be given to the trustee, the transferors and each rating agency then rating a series of certificates of the delegation; and - at or prior to the end of the 30 day period the servicer must determine that the rating agencies then rating a series of certificates have notified the transferor that such action will not result in a reduction or withdrawal of the rating of any outstanding series or class of certificates. For information concerning entities currently involved in the bank's servicing operations see "The Bank's Credit Card Activities--General," "--Billing and Payments" and "--Description of First Data Resource, Inc." in this prospectus. 58 INDEMNIFICATION The Pooling and Servicing Agreement provides that the transferor will indemnify and hold harmless the trust and the trustee, its officers, directors, employees and agents from and against any loss, liability, expense, damage or injury suffered or sustained by reason of any acts, omissions or alleged acts or omissions of the transferor or concerning the transferor's activities or arising under or related to the Pooling and Servicing Agreement or any series supplement; provided, however, that the transferor will not indemnify any entity for: - acts, omissions or alleged acts or omissions that constitute or are caused by fraud, negligence, or willful misconduct by that entity; - any liabilities, costs or expenses resulting from any action taken at the request of the certificateholders; - any losses, claims or damages incurred by any entity in its capacity as an investor, including, without limitation, losses incurred as a result of defaulted receivables; or - liabilities, costs or expenses arising under any tax law, including without limitation, any federal, state, local or foreign income or franchise taxes or any other tax imposed on or measured by income, or any interest or penalties arising from a failure to comply with the tax law. The Pooling and Servicing Agreement states that the indemnification provided by the transferor will not be payable from the trust assets. The Pooling and Servicing Agreement also provides that the servicer will indemnify and hold harmless the trustee, its officers, directors, employees and agents from and against any loss, liability, expense, damage or injury suffered or sustained by reason of any acts or omissions or alleged acts or alleged omissions or otherwise arising out of or based upon the arrangement created by the Pooling and Servicing Agreement or any series supplement. The Pooling and Servicing Agreement also provides that the servicer will indemnify and hold harmless the trust from and against any loss, liability, expense, damage or injury suffered or sustained by reason of any acts or omissions of the servicer with respect to the trust pursuant to the Pooling and Servicing Agreement. The servicer, however, will not indemnify any entity for: - acts or omissions or alleged acts or omissions that constitute or are caused by fraud, negligence, or willful misconduct by that entity; - any liabilities, costs or expenses resulting from any action taken at the request of the certificateholders; - any losses, claims or damages incurred by any entity in its capacity as an investor, including without limitation, losses incurred as a result of defaulted receivables; or - liabilities, costs or expenses arising under any tax law, including without limitation, any federal, state, local or foreign income or franchise taxes or any other tax imposed on or measured by income or any related interest or penalties arising from a failure to comply with the tax law. The Pooling and Servicing Agreement states that the indemnification provided by the servicer will not be payable from the trust assets. SERVICER DEFAULT If a Servicer Default occurs and has not been remedied, the trustee, or certificateholders evidencing more than 50% of the aggregate investor amount of the certificates of all series, may terminate all but not less than all of the rights and obligations of the servicer, as servicer under the Pooling and Servicing Agreement, and in and to the related receivables and proceeds of the receivables. The rights and interest of the transferor under the Pooling and Servicing Agreement and in the transferors' interest will not be affected by the termination of the servicer; provided, however, if within 60 days of receipt of a notice of termination, the trustee does not receive any bids from eligible servicers to 59 act as a successor servicer and receives an officer's certificate of the servicer to the effect that the servicer cannot in good faith cure the Servicer Default which gave rise to the termination notice, then the trustee will offer the transferor the right, at its option, to purchase the certificateholders' interest on the next succeeding distribution date. The purchase price for the certificateholders' interest will be equal to the sum of the amounts specified in the related series supplements. The transferor will notify the trustee in writing prior to the record date for the distribution date of the purchase if it is exercising this option. If the transferor exercises this option, the transferor will: (1) if the short-term deposits or long-term unsecured debt obligations of the transferors' parent are not rated at the time at least P-3 or Baa3, respectively, by Moody's, deliver to the trustee an opinion of independent outside counsel to the effect that the purchase would not be considered a fraudulent conveyance; and (2) deposit the purchase price into the collection account on the distribution date in immediately available funds. A "SERVICER DEFAULT" refers to any of the following events: (1) Any failure by the servicer to make any payment, transfer or deposit or to give instructions or notice to the trustee pursuant to the Pooling and Servicing Agreement or any series supplement on or before the date occurring five business days after the date the payment, transfer, deposit or such instruction or notice is required to be made or given. (2) Failure of the servicer duly to observe or perform in any material respect any other covenants or agreements of the servicer described in the Pooling and Servicing Agreement or any series supplement, which has a material adverse effect on the certificateholders of any series or class and the failure continues unremedied for 60 days after notice is given to the servicer by the trustee, or to the servicer and the trustee by certificateholders evidencing more than 50% of the aggregate investor amount of all series then outstanding or, if the failure does not related to all series, more than 50% of the investor amount of those series to which the failure relates. (3) The servicer delegates its duties under the Pooling and Servicing Agreement except as permitted by the Pooling and Servicing Agreement, a responsible officer of the trustee has actual knowledge of the delegation and the delegation continues unremedied for 15 days after notice is given to the servicer by the trustee, or to the servicer and the trustee by certificateholders evidencing more than 50% of the aggregate investor amount of all series. (4) Any representation, warranty or certification made by the servicer shall prove to have been incorrect when made, has a material adverse effect on the certificateholders of any series or class and continues to be incorrect in any material respect for a period of 60 days after the date on which written notice of the failure, requiring the same to be remedied, shall have been given to the servicer by the trustee, or to the servicer and the trustee by certificateholders evidencing more than 50% of the aggregate investor amount of all series then outstanding or if the representation, warranty or certification does not relate to all series, 50% of the investor amount of the affected series. (5) Certain events of bankruptcy, conservatorship, or receivership occur with respect to the servicer. Notwithstanding the foregoing, a delay in or failure of performance under clauses (1), (2), (3) or (4), will not, for certain limited periods, constitute a Servicer Default if the delay or failure (a) could not be prevented by the exercise of reasonable diligence by the servicer and (b) was caused by an act of God or the public enemy, acts of declared or undeclared war, terrorism, public disorder, rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar causes. The preceding sentence will not relieve the servicer from using its best efforts to perform its respective obligations in a timely manner in accordance with the terms of the Pooling and Servicing Agreement and any series 60 supplement and the servicer will provide the trustee, each rating agency, the holders of the Transferor Certificates and the certificateholders of all series with an officer's certificate giving prompt notice of the failure or delay by it, together with a description of its efforts to so perform its obligations. REPORT TO CERTIFICATEHOLDERS The transferor expects that on each distribution date of a series, the paying agent will forward to each certificateholder of record a statement prepared by the servicer describing, among other things: - the total amount distributed to certificateholders of each class of the series; - the amount of any distribution allocable to principal on the certificates; - the amount of the distribution allocable to interest on the certificates; - the aggregate amount of collections processed during the prior monthly period and allocated in respect of the certificates; - the amount of collections of principal receivables processed during the prior monthly period and allocated in respect of the certificates; - the amount of collections of finance charge receivables processed during the prior monthly period and allocated in respect of the certificates; - the Series Percentage for each class of certificates with respect to principal receivables and finance charge receivables, each as of the end of the last day of the prior monthly period; - the aggregate outstanding balance of accounts designated to the trust which are 30 or more days contractually delinquent, by class of delinquency, as of the end of the last day of the prior monthly period; - the defaulted amount for the prior monthly period; - the amount of the monthly servicing fee for each class for the prior monthly period; and - the amount of any series enhancement, available for each class as of the close of business on the distribution date. Each year the paying agent will furnish to each person who at any time during the preceding calendar year was a certificateholder of record of a series, a statement prepared by the servicer containing the information required to be contained in the regular monthly servicing report aggregated for the calendar year or the applicable portion of the year during which the person was a certificateholder, together with the other customary information consistent with the treatment of the certificates as debt, as the trustee or the servicer deems necessary or desirable to enable the certificateholders to prepare their tax returns. EVIDENCE AS TO COMPLIANCE The Pooling and Servicing Agreement provides that on or before November 30 of each calendar year, the servicer will cause a firm of nationally recognized independent public accountants, who may also render other services to the servicer or the transferor, to furnish a report to the trustee. The report will state that the firm has applied agreed-upon procedures to documents and records relating to the servicing of the receivables and, based upon the agreed-upon procedures, no matters came to their attention that caused them to believe that the servicing, including the allocations of collections, was not conducted in compliance with the applicable terms and conditions described in the Pooling and Servicing Agreement and any series supplements except for those exceptions the firm believes to be immaterial and except for exceptions described in the statement. In addition, on or before November 30 of each calendar year, the accountants will compare the mathematical calculations of certain amounts contained in the monthly servicer's certificates delivered during the period covered by the report with the computer reports of the servicer which were the source of the amounts and deliver a report to the trustee confirming that these 61 amounts are in agreement except for those exceptions as they believe to be immaterial and except for other exceptions described in the report. The Pooling and Servicing Agreement provides for delivery to the trustee on or before November 30 of each calendar year of a statement signed by an authorized officer of the servicer to the effect that the servicer has, or has caused to be, fully performed its obligations in all material respects under the Pooling and Servicing Agreement and any series supplements throughout the preceding year or, if there has been a default in the performance of any of these obligations, specifying the nature and status of the default. Copies of all statements, certificates and reports furnished to the trustee may be obtained by a request in writing delivered to the trustee. AMENDMENTS The Pooling and Servicing Agreement or any series supplement may be amended from time to time without certificateholder consent if: - the transferor delivers to the trustee an officer's certificate to the effect that the transferor reasonably believes the amendment will not result in the occurrence of a Pay Out Event for any series and will not materially adversely affect the amount or timing of distributions to be made to any class or series; and - each rating agency then rating any series of certificates has notified the transferor that the amendment will not result in a reduction or withdrawal of any rating on any series or class of certificates. Amendments which may be made without the consent of the certificateholders include, but are not limited to, amendments which provide additional series enhancement for the benefit of the certificateholders of any series or which reduce the series enhancement and amendments in connection with the addition of a participation interest to the trust or the designation of an additional transferor. The Pooling and Servicing Agreement or any series supplement may also be amended if the holders of certificates evidencing not less than 66 2/3% of the aggregate investor amount of all adversely affected series consent. An amendment made with 66 2/3% consent may change or eliminate any of the provisions of the Pooling and Servicing Agreement or any series supplement or modify in any manner the rights of certificateholders. No amendment, however, may: - reduce in any manner the amount of or delay the timing of distributions to be made to certificateholders or deposits of amounts to be so distributed or the amount available under any series enhancement without the consent of each affected certificateholder; - change the definition of or the manner of calculating the interest of any certificateholder without the consent of each affected certificateholder; - reduce the percentage required to consent to any amendment without the consent of each certificateholder; or - adversely affect the rating of any series or class without the consent of certificateholders of the related series or class evidencing not less than 66 2/3% of the aggregate investor amount of the related series or class. Any amendment shall be deemed not to adversely affect any outstanding series for which the transferor delivers an opinion of counsel that the amendment will not have an adverse effect on that series. Promptly following the execution of any amendment, except amendments that do not require the consent of any certificateholders, the servicer will provide written notice of the substance of the amendment to the trustee and, the trustee will furnish that written notice to each certificateholder. 62 DEFEASANCE Pursuant to the Pooling and Servicing Agreement, the transferor may terminate its substantive obligations in respect of any series or all outstanding series by depositing with the trustee under the terms of an irrevocable trust agreement, monies and/or eligible investments which monies or investments do not come from funds of the transferor or an affiliate of the transferor and are sufficient to make all remaining scheduled interest and principal payments on the designated series on the dates scheduled for the payments and to pay all amounts owing to any provider of series enhancement with respect to that series. Each series for which a deposit is made will be a "DEFEASED SERIES." To provide for a defeasance of a series, the transferor has the right to use collections of receivables allocated to the defeased series and otherwise available to purchase additional receivables to be applied to purchase eligible investments rather than additional receivables. Prior to its first exercise of its right to substitute monies or eligible investments for receivables, the transferor shall deliver to the trustee a tax opinion with respect to the deposit and termination of obligations and shall deliver to the servicer and the trustee written notice from each rating agency then rating a series of certificates that the defeasance will not result in a reduction on withdrawal of the rating of any outstanding series or class of certificates. In addition, the transferor must comply with other requirements described in the Pooling and Servicing Agreement including requirements that the transferor: - deliver to the trustee an opinion of counsel that the deposit and termination of obligations will not require the trust to register as an "investment company" within the meaning of the Investment Company Act of 1940, as amended; and - deliver to the trustee and providers of series enhancement a certificate of an authorized officer stating that, based on the facts known to the officer at the time, in the reasonable opinion of the transferor, the deposit and termination of obligations will not at the time of its occurrence cause a Pay Out Event or an event that, after the giving of notice or the lapse of time, would constitute a Pay Out Event, to occur with respect to any series. If the transferor discharges its substantive obligations in respect of the defeased series, any series enhancement for the affected series may no longer be available to make payments on that series. LIST OF CERTIFICATEHOLDERS Upon application of certificateholders of record representing undivided interests in the trust aggregating not less than 10% of the aggregate unpaid principal amount of any or all series, the trustee will, if it has been adequately indemnified by the certificateholders, within five business days of the request, afford the certificateholders access to the current list of registered certificateholders of the series or all series, as applicable. Access to the list will be made only during business hours and only for the purposes of communicating with other certificateholders concerning their rights under the Pooling and Servicing Agreement or any series supplement or the certificates. THE TRUSTEE Bankers Trust Company is the trustee under the Pooling and Servicing Agreement. The transferor, the servicer and their respective affiliates may from time to time enter into normal banking and trustee relationships with the trustee and its affiliates. The trustee, the bank, the transferor, the servicer and any of their respective affiliates may hold certificates in their own names. In addition, for purposes of meeting the legal requirements of certain local jurisdictions, the trustee shall have the power to appoint a co-trustee or separate trustees of all or any part of the trust. In the event of the appointment, all rights, powers, duties and obligations conferred or imposed upon the trustee by the Pooling and Servicing Agreement shall be conferred or imposed upon the trustee and the separate trustee or co-trustee jointly, or, in any jurisdiction in which the trustee shall be incompetent or unqualified to perform certain acts, singly upon the separate trustee or co-trustee who shall exercise and perform these rights, powers, duties and obligations solely at the direction of the trustee. 63 The trustee may resign at any time, in which event the servicer will be obligated to appoint a successor trustee. The servicer or the transferor may also remove the trustee if the trustee ceases to be eligible to continue as trustee under the Pooling and Servicing Agreement, is legally unable to act or if the trustee becomes bankrupt or insolvent. In these circumstances, the servicer will be obligated to appoint a successor trustee. Any resignation or removal of the trustee and appointment of a successor trustee does not become effective until acceptance of the appointment by the successor trustee. THE RECEIVABLES PURCHASE AGREEMENT The following summary is qualified in its entirety by the Receivables Purchase Agreement. A copy of the Receivables Purchase Agreement has been filed as an exhibit to the registration statement of which this prospectus is a part. SALE OF RECEIVABLES The receivables transferred to the trust by FCCF are receivables purchased by FCCF from the bank pursuant to the Receivables Purchase Agreement. In connection with the sale of receivables to FCCF, the bank has: - filed appropriate UCC financing statements to evidence the sale and to perfect FCCF's right, title and interest in those receivables; and - indicated in its computer files that the receivables have been sold to FCCF by the bank. Pursuant to the Receivables Purchase Agreement: - the bank sold all of its right, title and interest, if any, in the receivables existing in the accounts at the close of business on the substitution date and the bank sold all of its right, title and interest in receivables thereafter arising in those accounts; - the bank will, from time to time, at the request of FCCF designate additional accounts and sell to FCCF all of the bank's right, title and interest in receivables existing in those additional accounts on the addition cut-off date and the receivables thereafter arising in those accounts; - the bank sold all of its right, title and interest in allocated interchange and in the recoveries and proceeds related to the receivables existing in or arising in the accounts designated prior to the substitution date and the allocated interchange recoveries and proceeds related to the receivables in additional accounts. Pursuant to the Pooling and Servicing Agreement the receivables sold by the bank to FCCF are transferred by FCCF to the trust. Under the Receivables Purchase Agreement, the allocated interchange for each calendar month is to be paid by the bank to FCCF in the following calendar month. For each calendar month the allocated interchange is to be an amount equal to the product of (a) the total amount of interchange paid or payable to the bank during that calendar month and (b) a fraction the numerator of which is the aggregate amount of cardholder charges in the accounts designated to the trust for such calendar month and the denominator of which is the aggregate amount of cardholder charges in all MasterCard and VISA accounts owned by the bank for that calendar month less new acquisition balance transfers for such month. Under the Pooling and Servicing Agreement, FCCF has assigned all of its right, title and interest in the Receivables Purchase Agreement, including its right to enforce the agreement against the bank, to the trustee. 64 REPRESENTATIONS AND WARRANTIES In the Receivables Purchase Agreement, the bank represents and warrants to FCCF to the effect that, among other things: (1) the bank is a national banking association duly organized and validly existing in good standing under the laws of the United States, and has full corporate power, authority and legal right to own its properties, to conduct its consumer revolving lending business and to execute, deliver and perform its obligation under the Receivables Purchase Agreement and each supplemental conveyance of receivables; (2) the schedule of accounts delivered to FCCF by the bank is accurate and complete in all material respects; (3) all required authorizations, consents and approvals required to be obtained by the bank in connection with the sale of the receivables have been obtained; (4) each of the Receivables Purchase Agreement and any supplemental conveyance of receivables has been duly authorized by the bank and constitutes a legal, valid and binding obligation of the bank, enforceable against the bank in accordance with its terms, subject to customary insolvency and equity-related exceptions; (5) each receivable conveyed to FCCF has been conveyed to FCCF free and clear of any lien, except liens permitted by the Receivables Purchase Agreement; (6) each of the Receivables Purchase Agreement and any supplemental conveyance of receivables constitutes a valid sale by the bank to FCCF of all right, title and interest of the bank in the receivables and that sale is perfected under the UCC; (7) on the substitution date each existing account was an account which qualified as an eligible account at the time the account was first designated to the trust and on each addition cut-off date, each related additional account added to the trust will be an eligible account; (8) each receivable sold to FCCF is on the date of sale an eligible receivable; (9) as of the date of the creation of any new receivable in an account, the receivable is an eligible receivable; and (10) no selection procedures were used by the bank, which the bank reasonably believes would result in a selection of accounts that would be materially adverse to the interests of FCCF or its transferees. If, as a result of a breach of certain of the representations and warranties set forth in (2), (3), (5), (7), (8), (9), or (10) above, the transferor is, under the Pooling and Servicing Agreement, required to accept retransfer of an ineligible receivable, then the bank will repurchase that ineligible receivable from the transferor on the date of the retransfer. The purchase price for that ineligible receivable will be unpaid balance of the receivables. If any of the representations and warranties set forth in (1), (4) or (6) above are not true and correct, and, as a result, FCCF is required under the Pooling and Servicing Agreement to accept a reassignment of all receivables previously sold by the bank to FCCF, the bank is required to repurchase those receivables. Upon the repurchase, the bank will be obligated to pay FCCF an amount equal to the unpaid balance of the receivables repurchased. 65 AMENDMENTS The Receivables Purchase Agreement may be amended by the bank and FCCF from time to time without the consent of any certificateholder: (1)to cure any ambiguity, (2)to correct or supplement any provisions of the Receivables Purchase Agreement which may be inconsistent with any other provisions of the agreement, (3)to add any other provisions relating to matters or questions arising under the Receivables Purchase Agreement not inconsistent with the provisions of that agreement, (4)to change or modify the purchase price paid by FCCF for the receivables, or (5)to change, modify, delete or add any other obligation of the bank or FCCF. No amendment described in clause (4) or (5) will be effective unless FCCF has been notified by the rating agencies that the amendment will not result in a reduction or withdrawal of any rating on any series or class of certificates. In addition, FCCF shall have delivered to the servicer and the trustee a certificate to the effect that FCCF reasonably believes that the amendment will not result in the occurrence of a Pay Out Event or materially adversely affect FCCF's right, title and interest in the receivables, the characteristics of the receivables, the amount or timing of the collections or the ability of FCCF to collect receivables or to perform its obligations under the Receivables Purchase Agreement and the Pooling and Servicing Agreement. TERMINATION The Receivables Purchase Agreement will terminate upon (a) the termination of the trust pursuant to the Pooling and Servicing Agreement or (b) the date on which FCCF is removed as a transferor under the Pooling and Servicing Agreement or the bank becomes a transferor under the Pooling and Servicing Agreement and transfers receivables in the accounts directly to the trust. In addition, if a receiver or conservator is appointed for the bank or certain other liquidation, bankruptcy, insolvency or similar events occur, the bank will cease to sell receivables to the transferor and promptly give notice of that event to the transferor and the trustee. ENHANCEMENT GENERAL For any series, enhancement may be provided for one or more classes. Enhancement provided for a series of certificates or a class or classes within a series is "SERIES ENHANCEMENT." Series enhancement may be in the form of the subordination of one or more classes of the certificates of the series, a letter of credit, the establishment of a cash collateral guaranty or account, a collateral interest, a surety bond, insurance, the use of cross support features, the use of a swap agreement or any combination of these. To the extent specified in the related prospectus supplement, any form of series enhancement may be structured so as to be drawn upon by more than one class. For any series, the series enhancement may not provide protection against all risks of loss and may not guarantee repayment of the entire principal balance and interest of the certificates. If losses occur which exceed the amount covered by the series enhancement or which are not covered by the series enhancement, certificateholders will bear their allocable share of deficiencies. 66 If series enhancement is provided for a series, the related prospectus supplement will include a description of: - the amount payable under the series enhancement; - any conditions to payment under the series enhancement not otherwise described in this prospectus; - the conditions, if any, under which the amount payable under the series enhancement may be reduced and under which the series enhancement may be terminated or replaced; and - any provisions of any agreement relating to the series enhancement material to the certificateholders of the series. Additionally, the related prospectus supplement may set forth information with respect to the issuer of any third-party series enhancement, including: - a brief description of its principal business activities; - its principal place of business, place of incorporation and the jurisdiction under which it is chartered or licensed to do business; - if applicable, the identity of regulatory agencies which exercise primary jurisdiction over the conduct of its business; and - its total assets, and its stockholders' or policyholders' surplus, if applicable, as of the date specified in the prospectus supplement. SUBORDINATION If specified in the related prospectus supplement, one or more classes of a series may be subordinated to one or more other classes of a series. If specified in the related prospectus supplement, the rights of the holders of the subordinated certificates or uncertificated interests to receive distributions of principal and/or interest on any distribution date will be subordinated to the rights of the holders of the certificates which are senior to the subordinated certificates or uncertificated interests to the extent described in the related prospectus supplement. The amount of subordination will decrease whenever amounts otherwise payable to the holders of subordinated certificates or uncertificated interests are paid to the holders of the senior certificates or interests. LETTER OF CREDIT If specified in the related prospectus supplement, a letter of credit for a series or class of certificates may be issued by the bank or financial institution specified in the related prospectus supplement. Under the letter of credit, the issuing bank will be obligated to honor drawings in an aggregate fixed dollar amount, net of unreimbursed payments thereunder, equal to the amount described in the related prospectus supplement. The amount available under the letter of credit will be reduced to the extent of the unreimbursed payments under it. CASH COLLATERAL GUARANTY OR ACCOUNT If specified in the related prospectus supplement, the certificates of any class or series may have the benefit of a guaranty, called a "CASH COLLATERAL GUARANTY," issued pursuant to a trust agreement between a cash collateral depositor, a cash collateral trustee and the transferor and the servicer or be secured by the deposit of cash or permitted investments in a "CASH COLLATERAL ACCOUNT" directly. The cash collateral guaranty will generally be an obligation of the cash collateral trust and not of the cash collateral depositor, the cash collateral trustee, except to the extent of amounts on deposit in the cash collateral account, the trustee, the transferor or the bank, as servicer. The servicer will determine prior to each distribution date with respect to the series enhanced by the cash collateral guaranty or the cash collateral account whether a deficiency exists for the payment of 67 interest and/or principal on the certificates so enhanced. If the servicer determines that a deficiency exists, it shall instruct the trustee to draw an amount equal to the deficiency from the cash collateral guaranty or the cash collateral account, up to the maximum amount available. COLLATERAL INTEREST If so specified in the related prospectus supplement, support for a series of certificates or one or more classes of certificates may be provided initially by an uncertificated, subordinated interest in the trust called a "COLLATERAL INTEREST" in an amount initially equal to a percentage of the certificates of the series specified in the related prospectus supplement. SWAP AGREEMENTS If specified in the related prospectus supplement, the trustee, on behalf of the trust, may enter into one or more interest rate swap agreements, guaranteed rate agreements, interest rate cap agreements, currency swap agreements or other forms of swap agreements for the benefit of a series or of a class of a series. The terms of the swap agreement will be specified in the related prospectus supplement. SURETY BOND OR INSURANCE POLICY If specified in the related prospectus supplement, insurance with respect to a series or class of certificates may be provided by one or more insurance companies. This insurance will guarantee, with respect to one or more classes of the related series, distributions of interest or principal in the manner and amount specified in the related prospectus supplement. If specified in the related prospectus supplement, a surety bond may be purchased for the benefit of the holders of any series or class of the series to assure distributions of interest or principal for the series or class of certificates in the manner and amount specified in the related prospectus supplement. SPREAD ACCOUNT If specified in the related prospectus supplement, support for a series or one or more classes of a series may be provided upon the terms and conditions described in the related prospectus supplement by the periodic deposit of limited amounts of excess cash flow from the trust assets into an account called the "SPREAD ACCOUNT," intended to assure the subsequent distribution of interest and principal on the certificates of the class or series in the manner specified in the related prospectus supplement. CERTIFICATE RATING Any rating of the certificates by a rating agency will indicate: - that rating agency's view on the likelihood that certificateholders will receive required interest and principal payments; and - that rating agency's evaluation of the receivables and the availability of any credit enhancement for the certificates. Among the things a rating will not indicate are: - the likelihood that interest or principal payments will be paid on a scheduled date; - the likelihood that a Pay Out Event will occur; - the likelihood that a United States withholding tax will be imposed on non-U.S. certificateholders; - the marketability of the certificates; - the market price of the certificates; or 68 - whether the certificates are an appropriate investment for any purchaser. A rating will not be a recommendation to buy, sell or hold the certificates. A rating may be lowered or withdrawn at any time by a rating agency. The transferor will request a rating of the certificates offered by this prospectus and the accompanying prospectus supplement from at least one rating agency. Rating agencies other than those requested could assign a rating to the certificates and that rating could be lower than any rating assigned by a rating agency chosen by the transferor. Whenever in this prospectus there are references to notices given to the rating agencies or notices, consents or letters to be obtained from the rating agencies, those references are, with respect to any series or class, the statistical rating agency or rating agencies selected by the transferor to rate the certificates of that series or class. FEDERAL INCOME TAX CONSEQUENCES GENERAL The following is a discussion of the material federal income tax consequences relating to the purchase, ownership and disposition of a certificate offered by this prospectus and the related prospectus supplement. This discussion has been prepared by Orrick, Herrington & Sutcliffe LLP as special federal income tax counsel to the transferor and the bank ("SPECIAL TAX COUNSEL"). Additional material federal income tax considerations, if any, relevant to a particular series will be set forth in the related prospectus supplement. Special tax counsel is of the opinion that this discussion is correct in all material respects. As more fully described below, special tax counsel is also of the opinion that the offered certificates will be characterized as debt for federal income tax purposes and the trust will not be treated as an association or publicly traded partnership taxable as a corporation for these purposes. Except as provided in the related prospectus supplement, special tax counsel will render no other tax opinions to the transferor or the bank with respect to the offered certificates or the trust. This discussion is intended as an explanatory discussion of the possible effects of the classification of the offered certificates as debt to investors generally and related tax matters affecting investors generally, but does not purport to furnish information in the level of detail or with the attention to an investor's specific tax circumstances that would be provided by an investor's tax advisor. This discussion is based on current law, which is subject to changes that could prospectively or retroactively modify or adversely affect the tax consequences summarized below. The discussion does not address all of the tax consequences relevant to a particular Certificate Owner in light of that Certificate Owner's circumstances, and some Certificate Owners may be subject to special tax rules and limitations not discussed below. Each prospective Certificate Owner is urged to consult its own tax adviser in determining the federal, state, local and foreign income and any other tax consequences of the purchase, ownership and disposition of a certificate. For purposes of this discussion, "U.S. PERSON" means a citizen or resident of the United States, a corporation or partnership organized in or under the laws of the United States, any state thereof, or any political subdivision of either (including the District of Columbia), or an estate or trust the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source. The term "U.S. CERTIFICATE OWNER" means any Certificate Owner that is a U.S. Person. TREATMENT OF THE CERTIFICATES AS DEBT The transferor expresses in the Pooling and Servicing Agreement the intent that for federal, state and local income and franchise tax purposes, the certificates will be debt secured by the receivables. The transferor, by entering into the Pooling and Servicing Agreement, and each investor, by the acceptance of a beneficial interest in a certificate, will agree to treat the certificates as debt for federal, state and local income and franchise tax purposes. However, because different criteria are used in determining the non-tax 69 accounting treatment of the transaction, the transferor will treat the Pooling and Servicing Agreement for financial accounting purposes and for certain non-tax purposes as causing a transfer of an ownership interest in the receivables and not as creating a debt obligation. A basic premise of federal income tax law is that the economic substance of a transaction generally determines its tax consequences. The form and non-tax characterization of a transaction, while relevant factors, are not conclusive evidence of its economic substance. In appropriate circumstances, the courts have allowed taxpayers as well as the Internal Revenue Service to treat a transaction in accordance with its economic substance as determined under federal income tax law, even though the participants in the transaction have characterized it differently for non-tax purposes. The determination of whether the economic substance of a transfer of an interest in property is instead a loan secured by the transferred property has been made by the IRS and the courts on the basis of numerous factors designed to determine whether the transferor has relinquished and the transferee has obtained substantial incidents of ownership in the property. Among those factors, the primary ones examined are whether the transferee has the opportunity to gain if the property increases in value, and has the risk of loss if the property decreases in value. Except to the extent otherwise specified in the accompanying prospectus supplement, Orrick, Herrington & Sutcliffe LLP, special tax counsel to the bank and the transferor, is of the opinion that, under current law as in effect on the date of issuance of a series of certificates, although no transaction closely comparable to that contemplated by this prospectus has been the subject of any Treasury regulation, revenue ruling or judicial decision, for federal income tax purposes the certificates will not constitute an ownership interest in the receivables, but will properly be characterized as debt. Except where indicated to the contrary, the following discussion assumes that the certificates are debt for federal income tax purposes. TREATMENT OF THE TRUST General. The Pooling and Servicing Agreement permits the issuance of certificates and certain other interests in the trust, including collateral interests, each of which may be treated for federal income tax purposes either as debt or as equity interests in the trust. If all of the certificates and other interests, other than the transferors' interest, in the trust were characterized as debt, the trust might be characterized as a security arrangement for debt collateralized by the receivables and issued directly by the transferor or other holders of the transferors' interest. Under this view, the trust would be disregarded for federal income tax purposes. Alternatively, if some of the certificates and other interests in the trust were characterized as equity, the trust might be characterized as a separate entity owning the receivables, issuing its own debt, and jointly owned by the transferor or other holders of the transferors' interest and any other holders of equity interests in the trust. However, special tax counsel is of the opinion that, under the current law as in effect on the date of issuance of a series of certificates, any entity constituted by the trust will not be an association or publicly traded partnership taxable as a corporation. Possible Treatment of the Trust as a Partnership or a Publicly Traded Partnership. Although, as described above, special tax counsel is of the opinion that the certificates will properly be treated as debt for federal income tax purposes and that the trust will not be treated as an association or publicly traded partnership taxable as a corporation for federal income tax purposes, this opinion will not bind the IRS and thus, no assurance can be given that such treatment will prevail. If the IRS were to contend successfully that some or all of the transferors' interest, the certificates or other interests in the trust (including certain collateral interests) were equity in the trust for federal income tax purposes, all or a portion of the trust could be classified as a partnership or a publicly trade partnership taxable as a corporation for such purposes. Because special tax counsel is of the opinion that the certificates will be characterized as debt for federal income tax purposes and because any holder of an interest in a collateral interest generally will agree to treat that interest as debt for tax purposes, no attempt will be made to comply with any tax reporting requirements that would apply as a result of any alternative characterizations. 70 If the trust were treated in whole or in part as a partnership in which some or all holders of interests in the publicly offered certificates were partners, that partnership could be classified as a publicly traded partnership and so could be taxable as a corporation. Further, regulations published by the Treasury Department could cause the trust to constitute a publicly traded partnership even if all holders of interests in the publicly offered certificates are treated as holding debt. The publicly traded partnership regulations generally apply to taxable years beginning after December 31, 1995, and, accordingly, could affect the classification of pre-existing entities and the ongoing tax treatment of already completed transactions. Although the publicly traded partnership regulations provide for a 10-year grandfather period for a partnership actively engaged in an activity before December 4, 1995, it is not clear whether the trust would qualify for the grandfather period. If the trust were classified as a publicly traded partnership, whether by reason of the treatment of publicly offered certificates as equity or by reason of publicly traded partnership regulations, it would avoid taxation as a corporation if its income was not derived in the conduct of a "financial business;" however, whether the income of the trust would be so classified is unclear. Under the Internal Revenue Code and the publicly traded partnership regulations, a partnership will be classified as a publicly traded partnership if equity interests therein are traded on an "established securities market," or are "readily tradable" on a "secondary market" or its "substantial equivalent." The bank and the transferor intend to take measures designed to reduce the risk that the trust could be classified as a publicly traded partnership by reason of interests in the trust other than the publicly traded certificates. Although the bank and the transferor expect these measures will ultimately be successful, certain of the actions that may be necessary for avoiding the treatment of the interests as "readily tradable" on a "secondary market" or its "substantial equivalent" are not fully within the control of the bank or the transferor. As a result, there can be no assurance that the measures the bank and the transferor intend to take will in all circumstances be sufficient to prevent the trust from being classified as a publicly traded partnership under the publicly traded partnership regulations. If the trust were treated as a partnership other than a publicly traded partnership taxable as a corporation, that partnership would not be subject to federal income tax. Rather, each item of income, gain, loss and deduction of the partnership generated through the ownership of the related receivables would be taken into account directly in computing taxable income of the bank and the transferor, or the holder of the transferors' interest, and any Certificate Owners treated as partners in accordance with their respective partnership interests therein. The amounts and timing of income reportable by any Certificate Owners treated as partners would likely differ from that reportable by the Certificate Owners had they been treated as owning debt. In addition, if the trust were treated in whole or in part as a partnership other than a publicly traded partnership, income derived from the partnership by any Certificate Owner that is a pension fund or other tax-exempt entity may be treated as unrelated business taxable income. Partnership characterization also may have adverse state and local income or franchise tax consequences for a Certificate Owner. Further, if the trust were treated in whole or in part as a partnership and the number of holders of interests in the publicly offered certificates and other interests in the trust treated as partners equaled or exceeded 100, the transferor may cause the trust to elect to be an "electing large partnership." The consequence of this election to investors could include the determination of certain tax items at the partnership level and the disallowance of otherwise allowable deductions. No representation is made as to whether such election will be made. If the arrangement created by the Pooling and Servicing Agreement were treated in whole or in part as a publicly traded partnership taxable as a corporation, that entity would be subject to federal income tax at corporate tax rates on its taxable income generated by ownership of the related receivables. That tax could result in reduced distributions to Certificate Owners. No distributions from the trust would be deductible in computing the taxable income of the corporation, except to the extent that any certificates were treated as debt of the corporation and distributions to the related Certificate Owners were treated as payments of interest thereon. In addition, distributions to Certificate Owners not treated as holding debt would be dividend income to the extent of the current and accumulated earnings and profits of the 71 corporation and Certificate Owners may not be entitled to any dividends received deduction in respect of this income. TAXATION OF INTEREST INCOME OF U.S. CERTIFICATE OWNERS General. Stated interest on a beneficial interest in a certificate will be includible in gross income in accordance with a U.S. Certificate Owner's method of accounting. Original Issue Discount. If the certificates are issued with original issue discount, the provisions of sections 1271 through 1273 and 1275 of the Internal Revenue Code of 1986 will apply to the certificates. Under those provisions, a U.S. Certificate Owner (including a cash basis holder) generally would be required to accrue the original issue discount on its interest in a certificate in income for federal income tax purposes on a constant yield basis, resulting in the inclusion of original issue discount in income somewhat in advance of the receipt of cash attributable to that income. In general, a certificate will be treated as having original issue discount to the extent that its "stated redemption price" exceeds its "issue price," if such excess equals or exceeds 0.25 percent multiplied by the weighted average life of the certificate. The weighted average life of the certificate will be determined by taking into account only the number of complete years following issuance until payment is made for any partial principal payments. Under Section 1272(a)(6) of the Internal Revenue Code, special provisions apply to debt instruments on which payments may be accelerated due to prepayments of other obligations securing those debt instruments. However, no regulations have been issued interpreting those provisions, and the manner in which those provisions would apply to the certificates is unclear. Additionally, the Internal Revenue Service could take the position based on Treasury regulations that none of the interest payable on a certificate is "unconditionally payable" and hence that all of the interest should be included in the certificate's stated redemption price at maturity. If sustained, this treatment should not significantly affect the tax liability of most Certificate Owners, but prospective U.S. Certificate Owners should consult their own tax advisers concerning the impact to them in their particular circumstances. Market Discount. A U.S. Certificate Owner who purchases an interest in a certificate at a discount that exceeds any unamortized original issue discount may be subject to the "market discount" rules of sections 1276 through 1278 of the Internal Revenue Code. These rules provide, in part, that gain on the sale or other disposition of a certificate and partial principal payments on a certificate are treated as ordinary income to the extent of accrued market discount. The market discount rules also provide for deferral of interest deductions with respect to debt incurred to purchase or carry a certificate that has market discount. Market Premium. A U.S. Certificate Owner who purchases an interest in a certificate at a premium may elect to offset the premium against interest income over the remaining term of the certificate in accordance with the provisions of section 171 of the Internal Revenue Code. SALE OR EXCHANGE OF CERTIFICATES Upon a disposition of an interest in a certificate, a U.S. Certificate Owner generally will recognize gain or loss equal to the difference between the amount realized on the disposition and the U.S. Certificate Owner's adjusted basis in its interest in the certificate. The adjusted basis in the interest in the certificate will equal its cost, increased by any original issue discount or market discount includible in income with respect to the interest in the certificate prior to its sale and reduced by any payments of principal and original issue discount previously received with respect to the interest in the certificate and any amortized premium. Subject to the market discount rules, gain or loss will be capital gain or loss if the interest in the certificate was held as a capital asset. Capital losses generally may be used only to offset capital gains. FOREIGN CERTIFICATE OWNERS Under United States Federal income tax law now in effect, payments of interest by the trust to a Certificate Owner who, as to the United States, is a nonresident alien individual or a foreign corporation (a "FOREIGN PERSON"), generally will be considered "portfolio interest" and generally will not be subject to 72 U.S. federal income tax and withholding tax, provided the interest is not effectively connected with the conduct of a trade or business within the United States by the foreign person unless: - the foreign person actually or constructively owns 10 percent or more of the total combined voting power of all classes of stock of the transferor entitled to vote or of a profits or capital interest of the trust if characterized as a partnership; - the foreign person is a controlled foreign corporation that is related to the transferor (or the trust if treated as a partnership) through stock ownership; - the foreign person is a bank described in Internal Revenue Code section 881(c)(3)(A); - this interest is contingent interest described in Internal Revenue Code section 871(h)(4); or - the foreign person bears certain relationships to any holder of either (i) the Transferor Certificates other than the transferor or (ii) any other interest in the trust not properly characterized as debt. To qualify for the exemption from taxation, the last U.S. Person in the chain of payment prior to payment to a foreign person must have received, in the year in which a payment of interest or principal occurs or in either of the two preceding years, a statement that: - is signed by the foreign person under penalties of perjury; - certifies that the foreign person is not a U.S. Person; and - provides the name and address of, and certain additional information concerning, the foreign person. The statement generally may be made on a Form W-8BEN or substantially similar substitute form, and the foreign person must inform the withholding agent of any change in the information on the statement within 30 days of the change. If a certificate is held through a securities clearing organization or certain other financial institutions, the organization or institution may provide a signed statement to the withholding agent. However, in that case, the signed statement must be accompanied by a Form W-8BEN or substitute form provided by the foreign person to the organization or institution holding the certificate on behalf of the foreign person. If interest is not portfolio interest, then it will be subject to United States federal income and withholding tax at a rate of 30 percent, unless reduced or eliminated under an applicable tax treaty or interest is effectively connected with the conduct of a trade of business within the United States and, in either case, the appropriate statement has been provided. Special rules apply to partnerships, estates and trusts, and in certain circumstances certifications as to foreign status and other matters may be required to be provided by partners and beneficiaries thereof. Generally, any gain or income realized by a foreign person upon retirement or disposition of an interest in a certificate will not be subject to U.S. federal income tax, provided that: - in the case of a Certificate Owner that is an individual, that Certificate Owner is not present in the United States for 183 days or more during the taxable year in which such retirement or disposition occurs; - in the case of gain representing accrued interest, the conditions described in the preceding paragraph for exemption from withholding are satisfied; and - Such gain is not effectively connected with the conduct of a trade or business in the United States by the foreign person. Certain exceptions may be applicable, and an individual foreign person should consult a tax advisor. The U.S. Treasury Department has recently issued final Treasury regulations which revise various procedural matters relating to withholding taxes. Certificate Owners should consult their tax advisors regarding the procedures whereby they may establish an exemption from withholding. If the certificates were treated as an interest in a partnership, the recharacterization could cause a non-U.S. Certificate Owner to be treated as engaged in a trade or business in the United States. In that event, the non-U.S. Certificate Owner would be required to file a federal income tax return and, in general, would be subject to U.S. federal income tax including the branch profits tax on its net income from the partnership. Further, certain withholding obligations apply with respect to income allocable or distributions made to a foreign partner. That withholding may be at a rate as high as the highest 73 applicable marginal rate. If some or all of the certificates were treated as stock in a corporation, any related dividend distributions to a non-U.S. Certificate Owner generally would be subject to withholding of tax at the rate of 30 percent, unless that rate were reduced by an applicable tax treaty. BACKUP WITHHOLDING AND INFORMATION REPORTING Payments of principal and interest, as well as payments of proceeds from the sale, retirement or other disposition of a certificate, may be subject to "BACKUP WITHHOLDING" tax under the Internal Revenue Code if a recipient of such payments fails to furnish to the payor certain identifying information. Any amounts deducted and withheld would be allowed as a credit against such recipient's United States federal income tax, provided appropriate proof is provided under rules established by the Internal Revenue Service. Furthermore, certain penalties may be imposed by the Internal Revenue Service on a recipient of payments that is required to supply information but that does not do so in the proper manner. Backup withholding will not apply with respect to payments made to certain exempt recipients, such as corporations and financial institutions. Information may also be required to be provided to the Internal Revenue Service concerning payments, unless an exemption applies. Certificate Owners should consult their tax advisors regarding their qualification for exemption from backup withholding and information reporting and the procedure for obtaining such an exemption. STATE AND LOCAL TAXATION The discussion above does not address the taxation of the trust or the tax consequences of the purchase, ownership or disposition of an interest in the certificates under any state or local tax law. Each investor should consult its own tax adviser regarding state and local tax consequences. ERISA CONSIDERATIONS This section provides a brief summary of the material provisions of ERISA and the Internal Revenue Code which should be considered by potential investors if such investors contemplate acquisition of the certificates as an investment or with "plan assets" of a plan, as defined below. Additional information with respect to each series and the classes will be included in the related prospectus supplement. Section 406 of the Employee Retirement Income Security Act of 1974, as amended, and Section 4975 of the Internal Revenue Code prohibit certain pension, profit sharing or other employee benefit plans, individual retirement accounts or annuities and employee annuity plans and Keogh plans--collectively, "PLANS"--from engaging in certain transactions involving "plan assets" with persons that are "parties in interest" under ERISA or "disqualified persons" under the Internal Revenue Code--collectively, "parties in interest"--with respect to the plan. A violation of these "prohibited transaction" rules may generate excise tax and other liabilities under ERISA and Section 4975 of the Internal Revenue Code for these persons, unless a statutory, regulatory or administrative exemption is available. Subject to the considerations described below and except to the extent otherwise specified in the accompanying prospectus supplement, the transferor and the bank anticipate that the most senior class of each series of certificates will be eligible for purchase by plan investors. A violation of the prohibited transaction rules could occur if any class of certificates were to be purchased with "plan assets" of any plan and the bank, the transferor, the trustee, any underwriters of the related series or any of their affiliates were a party in interest with respect to the plan, unless a statutory, regulatory or administrative exemption is available or an exception applies under a regulation issued by the Department of Labor. The bank, the transferor, the trustee, any underwriters of a series and their affiliates are likely to be parties in interest with respect to many plans. Before purchasing certificates, a plan fiduciary or other plan investor should consider whether a prohibited transaction might arise by reason of the relationship between the plan and the bank, the transferor, the trustee, any underwriters of the series or any of their affiliates and consult their counsel regarding the purchase in light of the considerations described below. 74 The Department of Labor has issued five class exemptions that may apply to otherwise prohibited transactions arising from the purchase or holding of the certificates: Department of Labor Prohibited Transaction Class Exemptions 96-23 relating to transactions determined by "in-house asset managers", 95-60 relating to transactions involving insurance company general accounts, 91-38 relating to transactions involving bank collective investment funds, 90-1 relating to transactions involving insurance company pooled separate accounts or 84-14 relating to transactions determined by independent "qualified professional asset managers" or any other prohibited transaction exemption issued by the Department of Labor. A purchaser of certificates of any class should be aware, however, that even if the conditions specified in one or more of the above-referenced exemptions are met, the scope of the exemptive relief provided by the exemption might not cover all acts which might be construed as prohibited transactions. Under certain circumstances, the Department of Labor plan asset regulation treats the assets of an entity in which a plan holds an equity interest as "plan assets" of that plan. Because the certificates will represent beneficial interests in the trust, and despite the agreement of the transferor and the certificate owners to treat each series of certificates as debt instruments, the certificates are likely to be considered equity interests in the trust for purposes of the plan asset regulation, with the result that the assets of the trust are likely to be treated as "plan assets" of the investing plans for purposes of ERISA and Section 4975 of the Internal Revenue Code, unless either of the following exceptions applies. The first exception applies to a "publicly-offered security." A publicly-offered security is a security that is: (1) freely transferable; (2) part of a class of securities that is owned, immediately subsequent to the initial offering, by 100 or more investors who were independent of the issuer and of one another; and (3) either is: (a) part of a class of securities registered under Section 12(b) or 12(g) of the Exchange Act; or (b) sold to the plan as part of an offering of securities to the public pursuant to an effective registration statement under the Securities Act and the class of securities of which the security is a part is registered under the Exchange Act within 120 days, or a later time as may be allowed by the SEC, after the end of the fiscal year of the issuer during which the offering of the securities to the public occurred. For purposes of the 100 independent investor criterion, except to the extent otherwise disclosed in the accompanying prospectus supplement, each class of certificates should be deemed to be a "class" of securities that would be tested separately from any other securities that may be issued by the trust. The accompanying prospectus supplement will indicate whether it is anticipated that each class of certificates will meet the foregoing criteria for treatment as "publicly-offered securities." No restrictions will be imposed on the transfer of the certificates. Unless otherwise disclosed in the accompanying prospectus supplement, the transferor expects that the most senior class of each series of certificates will be held by at least 100 independent investors at the conclusion of the initial public offering although no assurance can be given, and no monitoring or other measures will be taken to ensure, that the condition is met. Unless otherwise disclosed in the accompanying prospectus supplement, the most senior class of each series of certificates will be sold as part of an offering pursuant to an effective registration statement under the Securities Act of 1933 and then will be timely registered under the Securities Act of 1934. The second exception applies if equity participation in the entity by "benefit plan investors"--i.e., plans and other employee benefit plans not subject to ERISA, such as governmental or foreign plans, as well as entities holding assets deemed to be "plan assets"--is not "significant." Benefit plan investors' equity participation in the trust is not significant on any date on which any series of certificates is issued and outstanding if, immediately after the most recent acquisition of any equity interest in the trust, less than 25% of the value of each class of equity interests in the trust excluding interests held by the 75 transferor, the trustee or their affiliates is held by benefit plan investors. The transferor can give no assurance as to whether the value of each class of equity interests in the trust held by benefit plan investors will be "significant" upon completion of the offering of any series of certificates or thereafter, and no monitoring or other measures will be taken with respect to the satisfaction of the conditions to this exception. If neither of the foregoing exceptions under the plan asset regulation is satisfied with respect to the trust and the trust were considered to hold "plan assets," transactions involving the trust and parties in interest with respect to a plan that is a Certificate Owner might be prohibited under Section 406 of ERISA and/or Section 4975 of the Internal Revenue Code and result in excise tax and other liabilities under ERISA and Section 4975 of the Internal Revenue Code unless an exemption were available. The five Department of Labor class exemptions mentioned above may not provide relief for all transactions involving the assets of the trust even if they would otherwise apply to the purchase of a certificate by a plan. However, exemptive relief may be available under an exemption issued to the bank if and to the extent disclosed in the related prospectus supplement. In light of the foregoing, fiduciaries or other persons contemplating purchasing the certificates on behalf or with "plan assets" of any plan should consult their own counsel regarding whether the trust assets represented by the certificates would be considered "plan assets," the consequences that would apply if the trust's assets were considered "plan assets," and the availability of exemptive relief from the prohibited transaction rules or the applicability of an exception under the plan asset regulation. In addition, based on the reasoning of the United States Supreme Court decision in John Hancock Mut. Life Ins. Co. v. Harris Trust and Sav. Bank, 510 U.S. 86 (1993), under some circumstances assets in the general account of an insurance company may be deemed to be plan assets for certain purposes, with the result that a purchase of certificates with assets of an insurance company's general account may subject the insurance company to the prohibited transaction and other fiduciary responsibility rules of ERISA with respect to these assets. Insurance company general account investors should also consider the effect of the enactment of Section 401(c) of ERISA and the regulations issued under Section 401(c). Finally, plan fiduciaries and other plan investors should consider the fiduciary standards under ERISA or other applicable law in the context of the plan's particular circumstances before authorizing an investment of a portion of the plan's assets in the certificates. Accordingly, among other factors, plan fiduciaries and other plan investors should consider whether the investment: - satisfies the diversification requirement of ERISA or other applicable law; - is in accordance with the plan's governing instruments; and - is prudent in light of the "Risk Factors" and other factors discussed in this prospectus and in the accompanying prospectus supplement. PLAN OF DISTRIBUTION The certificates of any series offered hereby and by the related prospectus supplement may be offered by the underwriter or underwriters named in the related prospectus supplement as agent or underwriter, or through underwriting syndicates represented by the same underwriter or underwriters. The underwriters involved in the offering of any series of certificates may include Fleet Securities, Inc., an affiliate of Fleet, of the transferor and of the bank, and may include other affiliates of Fleet, of the transferor and of the bank. Fleet Securities, Inc. or other affiliates may be involved in any series as an underwriter or an agent. This prospectus, together with the accompanying prospectus supplement, may be used by Fleet Securities, Inc. or another affiliate of the bank or of the transferor, in connection with offers and sales of an indeterminate amount of the certificates in market-making transactions. In these transactions, Fleet Securities, Inc. or another affiliate may act as a principal or an agent and the sales will be at negotiated prices related to prevailing market prices at the time of the sale. 76 UNDERWRITING The prospectus supplement relating to a series will set forth the terms of the offering of that series and each class within the series, including the name or names of the underwriters, the proceeds to and their intended use by the transferor, and either the initial public offering price, the discounts and commissions to the underwriters and any discounts or concessions allowed or reallowed to certain dealers, or the method by which the price at which the underwriters will sell the certificates of the series will be determined. The underwriters will be obligated, subject to certain conditions, to purchase all of the certificates described in the prospectus supplement relating to a series if any of the certificates are purchased. The certificates may be acquired by the underwriters for their own account and may be resold from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. The transferor may also sell the certificates offered hereby and by means of the related prospectus supplements from time to time in negotiated transactions or otherwise, at prices determined at the time of sale. These transactions may be effected by selling certificates to or through dealers and the dealers may receive compensation in the form of underwriting discounts, concessions or commissions from the transferor and any purchasers of certificates for whom they may act as agents. The place and time of delivery for the series in respect of which this prospectus is delivered will be set forth in the accompanying prospectus supplement. LEGAL MATTERS It is anticipated that certain legal matters relating to the issuance of the certificates of any series will be passed upon for the bank and the transferor by counsel named in the related prospectus supplement and, with respect to the federal tax consequences of such issuance, by the bank's and the transferor's special tax counsel. Certain legal matters relating to the issuance of the certificates of a series will be passed upon for the underwriters by the counsel named in the related prospectus supplement. Prior to the sale of each series of certificates, the transferor will cause a legality opinion to be filed with the SEC with respect to that series. REPORTS TO CERTIFICATEHOLDERS The servicer will prepare monthly and annual reports that will contain information about the trust. These reports will not constitute financial statements prepared in accordance with generally accepted accounting principles. Unless and until definitive certificates are issued to Certificate Owners, the reports will be sent to the trustee and in turn sent only to Cede & Co., which is the nominee of The Depository Trust Company and the only registered holder of the certificates. No financial reports will be sent to you. See "Description of the Certificates--Book-Entry Registration," "--Reports to Certificateholders" and "--Evidence as to Compliance" in this prospectus. WHERE YOU CAN FIND MORE INFORMATION We filed a registration statement relating to the certificates with the SEC. This prospectus is part of the registration statement, but the registration statement includes additional information. The servicer will file with the SEC all required annual, monthly and special reports and other information about the trust. You may read and copy any reports, statements or other information we file at the SEC's public reference room of the SEC in Washington, D.C. You can request copies of these documents, upon payment of a duplicating fee, by writing to the SEC. Please call the SEC at (800) SEC-0330 for further information and the operation of the public reference room. Our SEC filings are also available to the public on the SEC Internet site (http://www.sec.gov). 77 The SEC allows us to "incorporate by reference" information we file with it, which means that we can disclose important information to you by referring you to those documents. This information incorporated by reference is considered to be part of this prospectus. Information that we file later with the SEC will automatically update the information in this prospectus. In all cases, you should rely on the later information over different information included in this prospectus or the accompanying prospectus supplement. We incorporate by reference any future annual, monthly and special SEC reports and proxy materials filed by or on behalf of the trust until we terminate our offering of the certificates. As a recipient of this prospectus, you may request a copy of any document we incorporate by reference, except exhibits to the documents (unless the exhibits are specifically incorporated by reference), at no cost, by writing or calling the servicer at: Fleet Bank (RI), National Association, 680 Blair Mill Road, Mail Stop: PA EH 066 01H, Horsham, PA 19044, Attn: Credit Card Securitization Department; (215) 444-6800. 78 INDEX OF PRINCIPAL TERMS
PAGE ---- accumulation period................. 31 addition date....................... 47 additional account owner............ 37 additional transferors.............. 37 allocated interchange............... 19 amortization period................. 31 automatic additions................. 49 backup withholding.................. 74 bank................................ 18 Base Certificate.................... 36 cash collateral account............. 67 cash collateral guaranty............ 67 Certificate Owner................... 32 Certificateholders.................. 20 certificateholders' interest........ 20 collateral interest................. 68 collection account.................. 52 Credit Card Services................ 21 cycle............................... 24 defaulted amount.................... 55 defaulted receivables............... 55 defeased series..................... 63 definitive certificates............. 35 depositaries........................ 33 depository.......................... 32 discount option receivable collections....................... 52 discount percentage................. 52 distribution date................... 38 Eligible Account.................... 46 eligible deposit account............ 53 eligible institution................ 53 eligible investments................ 53 Eligible Receivable................. 46 eligible servicer................... 58 excess funding account.............. 53 FCCF................................ 18 FDIA................................ 27 finance charge receivables.......... 19 Fleet............................... 26 Fleet Credit Card Portfolio......... 20 foreign person...................... 72 ineligible receivables.............. 44
PAGE ---- insolvency event.................... 57 interchange......................... 19, 25 interest period..................... 32 invested amount..................... 31 investor amount..................... 31 monthly period...................... 32 monthly servicing fee............... 57 Pay Out Event....................... 31 paying agent........................ 54 plans............................... 74 Pooling and Servicing Agreement..... 19 principal receivables............... 19 rapid accumulation period........... 31 rapid amortization period........... 31 receivables......................... 19 Receivables Purchase Agreement...... 18 recoveries.......................... 19 Required Principal Balance.......... 48 Required Transferor Amount.......... 48 Required Transferor Percentage...... 48 revolving period.................... 31 scheduled amortization date......... 32 series accounts..................... 53 series enhancement.................. 66 Series Investor Amount.............. 48 Series Percentage................... 54 Servicer Default.................... 60 special tax counsel................. 69 spread account...................... 68 stated series termination date...... 56 substitution date................... 18 Supplemental Certificate............ 36 transferor.......................... 18 Transferor Amount................... 31 Transferor Certificates............. 36 Transferor Percentage............... 54 transferors......................... 18 transferors' interest............... 40 trust............................... 18 trust termination date.............. 56 U.S. Certificate Owner.............. 69 U.S. Person......................... 69
79 ANNEX I GLOBAL CLEARANCE, SETTLEMENT AND TAX DOCUMENTATION PROCEDURES Except in certain circumstances, the globally offered Fleet Credit Card Master Trust II Asset Backed Securities (the "GLOBAL SECURITIES") to be issued in Series from time to time (each, a "SERIES") will be available only in book-entry form. Investors in the Global Securities may hold such Global Securities through any of The Depository Trust Company ("DTC"), Clearstream or Euroclear. The Global Securities will be tradeable as home market instruments in both the European and U.S. domestic markets. Initial settlement and all secondary trades will settle in same-day funds. Secondary market trading between investors holding Global Securities through Clearstream and Euroclear will be conducted in the ordinary way in accordance with their normal rules and operating procedures and in accordance with conventional eurobond practice (i.e., seven calendar day settlement). Secondary market trading between investors holding Global Securities through DTC will be conducted according to the rules and procedures applicable to U.S. corporate debt obligations. Secondary cross-market trading between Clearstream or Euroclear and DTC Participants holding Certificates will be effected on a delivery-against-payment basis through the respective Depositaries of Clearstream and Euroclear (in such capacity) and as DTC Participants. Non-U.S. holders (as described below) of Global Securities will be subject to U.S. withholding taxes unless such holders meet certain requirements and deliver appropriate U.S. tax documents to the securities clearing organizations or their participants. INITIAL SETTLEMENT All Global Securities will be held in book-entry form by DTC in the name of Cede & Co. as nominee of DTC. Investors' interests in the Global Securities will be represented through financial institutions acting on their behalf as direct and indirect Participants in DTC. As a result, Clearstream and Euroclear will hold positions on behalf of their participants through their respective Depositaries, which in turn will hold such positions in accounts as DTC Participants. Investors electing to hold their Global Securities through DTC (other than through accounts at Clearstream or Euroclear) will follow the settlement practices applicable to U.S. corporate debt obligations. Investor securities custody accounts will be credited with their holdings against payment in same-day funds on the settlement date. Investors electing to hold their Global Securities through Clearstream or Euroclear accounts will follow the settlement procedures applicable to conventional eurobonds in registered form. Global Securities will be credited to the securities custody accounts on the business day following the settlement date against payment for value on the settlement date. SECONDARY MARKET TRADING Because the purchaser determines the place of delivery, it is important to establish at the time of the trading of any Global Securities where both the purchaser's and seller's accounts are located to ensure that settlement can be made on the desired value date. Trading between DTC Participants. Secondary market trading between DTC Participants (other than the depositaries for Clearstream and Euroclear) will be settled using the procedures applicable to U.S. corporate debt obligations in same-day funds. Trading between Clearstream Customers and/or Euroclear Participants. Secondary market trading between Clearstream Customers and/or Euroclear Participants will be settled using the procedures applicable to conventional eurobonds in same-day funds. A-1 Trading between DTC seller and Clearstream or Euroclear purchaser. When Global Securities are to be transferred from the account of a DTC Participant (other than the depositaries for Clearstream and Euroclear) to the account of a Clearstream Customer or a Euroclear Participant, the purchaser must send instructions to Clearstream prior to settlement date 12:30. Clearstream or Euroclear, as the case may be, will instruct the respective depositary to receive the Global Securities against payment. Payment will then be made by the respective depositary, as the case may be, to the DTC Participant's account against delivery of the Global Securities. After settlement has been completed, the Global Securities will be credited to the respective clearing system and by the clearing system, in accordance with its usual procedures, to the Clearstream Customer's or Euroclear Participant's account. Credit for the Global Securities will appear the next day (European time) and cash debit will be back-valued to, and the interest on the Global Securities will accrue from, the value date (which would be the preceding day when settlement occurred in New York). If settlement is not completed on the intended value date (i.e., the trade fails), the Clearstream or Euroclear cash debit will be valued instead as of the actual settlement date. Clearstream Customers and Euroclear Participants will need to make available to the respective clearing systems the funds necessary to process same-day funds settlement. The most direct means of doing so is to pre-position funds for settlement, either from cash on hand or existing lines of credit, as they would for any settlement occurring within Clearstream or Euroclear. Under this approach, they may take on credit exposure to Clearstream or Euroclear until Global Securities are credited to their accounts one day later. As an alternative, if Clearstream or Euroclear has extended a line of credit to them, Clearstream Customers or Euroclear Participants can elect not to pre-position funds and allow that credit line to be drawn upon the finance settlement. Under this procedure, Clearstream Customers or Euroclear Participants purchasing Global Securities would incur overdraft charges for one day, assuming they cleared the overdraft when the Global Securities were credited to their accounts. However, interest on the Global Securities would accrue from the value date. Therefore, in many cases the investment income on the Global Securities earned during that one-day period may substantially reduce or offset the amount of such overdraft charges, although this result will depend on each Clearstream Customer's or Euroclear Participant's particular cost of funds. Since the settlement is taking place during New York business hours, DTC Participants can employ their usual procedures for sending Global Securities to the respective European depositary for the benefit of Clearstream Customers or Euroclear Participants. The sale proceeds will be available to the DTC seller on the settlement date. Thus, to the DTC Participant a cross-market transaction will settle no differently from a trade between two DTC Participants. Trading between Clearstream or Euroclear seller and DTC purchaser. Due to time zone differences in their favor, Clearstream Customers and Euroclear Participants may employ their customary procedures for transactions in which Global Securities are to be transferred by the respective clearing system, through the respective depositary, to another DTC Participant. The seller must send instructions to Clearstream before settlement date 12:30. In these cases, Clearstream or Euroclear will instruct the respective depositary, as appropriate, to credit the Global Securities to the DTC Participant's account against payment. The payment will then be reflected in the account of the Clearstream Customer or Euroclear Participant the following day, and receipt of the cash proceeds in the Clearstream Customer's or Euroclear Participant's account would be back-valued to the value date (which would be the preceding day, when settlement occurred in New York). If the Clearstream Customer or Euroclear Participant has a line of credit with its respective clearing system and elects to draw on such line of credit in anticipation of receipt of the sale proceeds in its account, the back-valuation may substantially reduce or offset any overdraft charges incurred over that one-day period. If settlement is not completed on the intended value date (i.e., the trade fails), receipt of the cash proceeds in the Clearstream Customer's or Euroclear Participant's account would instead be valued as of the actual settlement date. A-2 U.S. FEDERAL INCOME TAX DOCUMENTATION REQUIREMENTS A beneficial owner of global securities holding securities through Clearstream, Luxembourg or Euroclear (or through DTC if the holder has an address outside the U.S.) will be subject to the 30% U.S. withholding tax that generally applies to payments of interest (including original issue discount) on registered debt issued by U.S. Persons, unless, (i) each clearing system, bank or other financial institution that holds customers' securities in the ordinary course of its trade or business in the chain of intermediaries between such beneficial owner and the U.S. entity required to withhold tax complies with applicable certification requirements and (ii) such beneficial owner takes appropriate steps to obtain an exemption or reduced tax rate. See "Federal Income Tax Consequences" in the prospectus for additional information. A-3 PART II ITEM 14. Other Expenses of Issuance and Distribution. The following is an itemized list of the estimated expenses to be incurred in connection with the offering of the securities being offered hereunder other than underwriting discounts and commissions. Registration Statement Fee.................................. $ 554,231* Printing and Engraving Expenses............................. 560,000 Trustee's Fees and Expenses................................. 105,000 Legal Fees and Expenses..................................... 840,000 Blue Sky Fees and Expenses.................................. 20,000 Accountants' Fees and Expenses.............................. 315,000 Rating Agency Fees.......................................... 2,520,000 Miscellaneous Fees and Expenses............................. 35,000 ---------- Total....................................................... $4,949,231 ==========
- --------------- * Actual ITEM 15. Indemnification of Directors and Officers. The Delaware Business Trust Act states that, subject to such additional standards and restrictions, if any, as are set forth in the governing instrument of the business trust, the business trust shall have the power to indemnify and hold harmless any trustee or beneficial owner or other person from and against any and all claims and demands. In the Trust Agreement, Fleet Credit Card Services, L.P., as beneficial owner, Wilmington Trust Company, as the resident trustee, the managing trustees, including the independent trustees and any officer, employee or agent of FCCF and any employee, representative, agent or affiliate of the beneficial owner, the resident trustee or the independent trustees are referred to as the "Covered Persons." The Trust Agreement states that none of the Covered Persons shall be liable to FCCF or any other entity who has an interest in or claim against FCCF for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of FCCF and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by the Trust Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person's gross negligence (or negligence with respect to the resident trustee) or willful misconduct. The Trust Agreement states that to the fullest extent permitted by applicable law, a Covered Person shall be entitled to indemnification from FCCF for any loss, damage or claim incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of FCCF and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by the Trust Agreement, except that no Covered Person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by reason of such Covered Person's gross negligence (or negligence with respect to the resident trustee) or willful misconduct with respect to such acts or omissions. Each underwriting agreement will generally provide that the underwriters will indemnify FCCF and its directors, officers and controlling parties against specified liabilities, including liabilities under the Securities Act of 1933, as amended, relating to certain information provided or actions taken by the underwriters. FCCF has been advised that in the opinion of the Securities and Exchange Commission, this indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. II-1 ITEM 16. Exhibits. 1.1 Form of Underwriting Agreement for the Certificates. 2.1 Certificate of Conversion. 3.1 Trust Agreement. 3.2 Certificate of Trust. 4.1 Receivables Purchase Agreement. 4.2 Form of Amendment No. 1 to Receivables Purchase Agreement. 4.3 Amended and Restated Pooling and Servicing Agreement. 4.4 Form of Amendment No. 1 to the Amended and Restated Pooling and Servicing Agreement. 4.5 Form of Series Supplement to the Amended and Restated Pooling and Servicing Agreement. 5.1 Opinion of Orrick, Herrington & Sutcliffe LLP with respect to legality. 8.1 Opinion of Orrick, Herrington & Sutcliffe LLP with respect to federal tax matters. 23.1 Consent of Orrick, Herrington & Sutcliffe LLP (included in its opinion filed as Exhibit 5.1). 23.2 Consents of Orrick, Herrington & Sutcliffe LLP (included in its opinion filed as Exhibit 8.1). 24.1 Powers of Attorney (included in Page II-4).
ITEM 17. Undertakings. The undersigned Registrants on behalf of the Fleet Credit Card Master Trust II hereby undertake as follows: (a) (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement; (i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; (iii) to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; provided, however, that (a)(1)(i) and (a)(1)(ii) will not apply if the information required to be included in a post-effective amendment thereby is contained in periodic reports filed pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered that remain unsold at the termination of the offering. (b) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrants' annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) That insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrants pursuant to the provisions described under Item 15 above, or otherwise, the Registrants have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in II-2 the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by a Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, that Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of each issue. (d) That, for the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. II-3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, each Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3, reasonably believes that the security rating requirement contained in Transaction Requirement B.5 of Form S-3 will be met by the time of the sale of the securities registered hereunder and has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Horsham, Pennsylvania on March 28, 2002. FLEET CREDIT CARD FUNDING TRUST as depositor of Fleet Credit Card Master Trust II and Co-Registrant and as Transferor on behalf of Fleet Credit Card Master Trust II, as Co-Registrant By:/s/ JEFFREY LIPSON ------------------------------------ Name: Jeffrey Lipson Title: Vice President KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jeffrey Lipson and Paul Stahlin, and each of them, as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for and in his own name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, any registration statement for additional Asset Backed Securities that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933 and any or all other documents in connection therewith, and to file the same, with all exhibits thereto, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as might or could be done in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to the Registration Statement has been signed on March 28, 2002 by the following persons in the capacities indicated.
SIGNATURE TITLE --------- ----- /s/ JOHN RODEHORST President, Chief Executive Officer and - --------------------------------------------- Trustee John Rodehorst /s/ JEFFREY LIPSON Chief Financial Officer, Vice President and - --------------------------------------------- Trustee Jeffrey Lipson /s/ PAUL STAHLIN Controller, Treasurer and Trustee - --------------------------------------------- Paul Stahlin /s/ JASPREET MANN Vice President and Trustee - --------------------------------------------- Jaspreet Mann
II-4
SIGNATURE TITLE --------- ----- /s/ BENJAMIN B. ABEDINE Trustee - --------------------------------------------- Benjamin B. Abedine /s/ ALBERT J. FIORAVANTI Trustee - --------------------------------------------- Albert J. Fioravanti
II-5 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION - ------- ----------- 1.1 -- Form of Underwriting Agreement for the Certificates. 2.1 -- Certificate of Conversion. 3.1 -- Trust Agreement. 3.2 -- Certificate of Trust. 4.1 -- Receivables Purchase Agreement. 4.2 -- Form of Amendment No. 1 to Receivables Purchase Agreement. 4.3 -- Amended and Restated Pooling and Servicing Agreement. 4.4 Form of Amendment No. 1 to the Amended and Restated Pooling -- and Servicing Agreement. 4.5 Form of Series Supplement to the Amended and Restated -- Pooling and Servicing Agreement. 5.1 Opinion of Orrick, Herrington & Sutcliffe LLP with respect -- to legality. 8.1 Opinion of Orrick, Herrington & Sutcliffe LLP with respect -- to federal tax matters. 23.1 Consent of Orrick, Herrington & Sutcliffe LLP (included in -- its opinion filed as Exhibit 5.1). 23.2 Consents of Orrick, Herrington & Sutcliffe LLP (included in -- its opinion filed as Exhibit 8.1). 24.1 -- Powers of Attorney (included in Page II-4).
EX-1.1 4 w52666a1ex1-1.txt FORM OF UNDERWRITING AGREEMENT FOR CERTIFICATES EXHIBIT 1.1 [Form of Underwriting Agreement] Fleet Credit Card Master Trust II $__________ Class A [Floating Rate] [__%] Certificates, Series 200_-_ $__________ Class B [Floating Rate] [__%] Certificates, Series 200_-_ FLEET BANK (RI), NATIONAL ASSOCIATION (AS ACCOUNT OWNER AND AS SERVICER) FLEET CREDIT CARD FUNDING TRUST (AS TRANSFEROR) UNDERWRITING AGREEMENT - -------------------------------- as Representative (the "Representative") of the Underwriters set forth herein - -------------------------------- Ladies and Gentlemen: 1. Introductory. Fleet Credit Card Funding Trust, a Delaware business trust ("FCCF") proposes to cause $___________ aggregate principal amount of Class A [Floating Rate] [__%] Asset-Backed Certificates, Series 200_-_ (the "Class A Certificates"), $____________ aggregate principal amount of Class B [Floating Rate] [__%] Asset-Backed Certificates, Series 200_-_ (the "Class B Certificates, and together with the Class A Certificates, the "Certificates") and a $___________ Collateral Interest, Series 200_-_ (the "Collateral Interest") to be issued under an Amended and Restated Pooling and Servicing Agreement dated as of December 1, 1993 (as amended and restated as of January 1, 2002, the "Amended and Restated Pooling and Servicing Agreement"), among FCCF, as Transferor, Fleet Bank (RI), National Association, a national banking association (the "Bank"), as Servicer and Bankers Trust Company, as Trustee (the "Trustee") as supplemented by the Series 200_-_ Supplement with respect to the Certificates to be dated as of __________ __, 200_ (the "Series Supplement" and together with the Amended and Restated Pooling and Servicing Agreement, the "Pooling and Servicing Agreement"). To the extent not defined herein, capitalized terms used herein have the meanings assigned in the Pooling and Servicing Agreement. The assets of the Trust will include, among other things, certain amounts due (the "Receivables") with respect to a pool of VISA and MasterCard credit card accounts owned by the Bank and designated to the Trust (the "Accounts"), and recoveries on Defaulted Receivables. FCCF and the Bank have entered into a Receivables Purchase Agreement dated as of January 1, 2002 (the "Receivables Purchase Agreement") pursuant to which the Bank has sold to FCCF all of the Bank's right, title and interest in the Receivables existing or arising in the Accounts. FCCF and the Bank each hereby agrees with the underwriters for the Class A Certificates listed on Schedule A hereto (the "Class A Underwriters") and the underwriters for the Class B Certificates listed on Schedule A hereto (the "Class B Underwriters," and together with the Class A Underwriters, the "Underwriters") as follows: 2. Representations and Warranties of FCCF. FCCF represents and warrants to, and agrees with, the Underwriters that: (a) FCCF is a business trust duly formed and validly existing in good standing under the laws of the State of Delaware and has all requisite power, authority and legal right to own its property and conduct its business as such properties are presently owned and such business is presently conducted, and to execute, deliver and perform its obligations under this Agreement, the Certificates, the Receivables Purchase Agreement and the Pooling and Servicing Agreement. (b) The execution and delivery by FCCF of this Agreement, the Certificates, the Series Supplement, the Receivables Purchase Agreement and the Amended and Restated Pooling and Servicing Agreement, the incurrence by FCCF of the obligations herein and therein set forth and the consummation by FCCF of the transactions contemplated hereunder and thereunder have been duly authorized by FCCF by all necessary action on the part of FCCF. (c) This Agreement has been duly authorized, executed and delivered by FCCF. (d) The Series Supplement will be executed and delivered by FCCF on or before the Closing Date, and when executed and delivered by the other parties thereto, will constitute a valid and binding agreement of FCCF, enforceable against FCCF in accordance with its terms, and the Receivables Purchase Agreement and the Amended and Restated Pooling and Servicing Agreement each as previously executed and delivered by FCCF, each constitute a valid and binding agreement of FCCF, enforceable against FCCF, each in accordance with its terms, except, in each case, to the extent that (i) the enforceability thereof may be subject to insolvency, reorganization, moratorium, receivership or other similar laws now or hereafter in effect relating to creditors or other 2 obligees' rights generally, (ii) the enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity) and (iii) certain remedial provisions of the Receivables Purchase Agreement and the Amended and Restated Pooling and Servicing Agreement may be unenforceable in whole or in part under the UCC, but the inclusion of such provisions does not render the other provisions of the Receivables Purchase Agreement or the Amended and Restated Pooling and Servicing Agreement invalid and, notwithstanding that such provisions may be unenforceable in whole or in part, the Trustee will be able to enforce the remedies of a secured party under the UCC. (e) The Certificates will be issued pursuant to the terms of the Pooling and Servicing Agreement and, when executed by FCCF and authenticated by the Trustee in accordance with the Pooling and Servicing Agreement and delivered pursuant to this Agreement, will be validly issued and outstanding and entitled to the benefits of the Pooling and Servicing Agreement. The Certificates will be in all material respects in the form contemplated by the Pooling and Servicing Agreement and will conform to the description thereof contained in the Prospectus and the Registration Statement, as amended or supplemented. (f) FCCF is not in violation of any Requirement of Law or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan agreement, note, lease or other instrument to which it is a party or by which it is bound or to which any of its property is subject, which violations or defaults separately or in the aggregate would have a material adverse effect on FCCF or the Trust. (g) Neither the issuance and sale of the Certificates, nor the execution and delivery by the FCCF of this Agreement or the Certificates, nor the incurrence by FCCF of the obligations herein and therein set forth, nor the consummation of the transactions contemplated hereunder or thereunder, nor the fulfillment by FCCF of the terms hereof or thereof does or will (i) violate any Requirement of Law presently in effect, applicable to it or its properties or by which it or its properties are or may be bound or affected, (ii) conflict with, or result in a breach of, or constitute a default under, any contract, indenture, mortgage, deed of trust, loan agreement, note, lease or other instrument to which it is a party or by which it or its properties are bound, or (iii) result in the creation or imposition of any Lien upon any of its property or assets, except for those encumbrances created under the Pooling and Servicing Agreement. (h) All consents, approvals, authorizations, orders, filings, registrations or qualifications of or with any court or any other governmental agency, board, commission, authority, official or body required in connection with the execution and delivery by FCCF of this Agreement, the Certificates, the Receivables Purchase Agreement or the Pooling and Servicing Agreement, or to the consummation by FCCF of the transactions contemplated hereunder and thereunder, or to the fulfillment by FCCF of the terms hereof and thereof have been or will have been obtained on or before the Closing Date. 3 (i) All actions required to be taken by FCCF as a condition to the offer and sale of the Certificates as described herein or the consummation by FCCF of any of the transactions described in the Prospectus and the Registration Statement have been or, prior to the Closing Date, will be taken. (j) The Pooling and Servicing Agreement is not required to be qualified under the Trust Indenture Act of 1939. (k) The representations and warranties made by FCCF in the Pooling and Servicing Agreement and made in any Officer's Certificate of FCCF delivered pursuant to the Pooling and Servicing Agreement were true and correct at the time made and will be true and correct on and as of the Closing Date as if set forth herein. (l) The Receivables (including Receivables in the Additional Accounts, the Receivables of which have been or are expected to be conveyed to the Trustee during the period from _____________ through the Closing Date) had an aggregate outstanding balance determined as of _______________ in the amount set forth in the Prospectus. (m) FCCF agrees it has not granted, assigned, pledged or transferred and shall not grant, assign, pledge or transfer to any Person a security interest in, or any other right, title or interest in, the Receivables, except as provided in the Pooling and Servicing Agreement, and agrees to take all action required by the Pooling and Servicing Agreement in order to maintain the security interest in the Receivables granted pursuant to the Pooling and Servicing Agreement. (n) A registration statement on Form S-3 (Nos. 333-_________ and 333-________), including a form of prospectus and such amendments thereto as may have been required to the date hereof, relating to the Certificates and the offering thereof in accordance with Rule 415 under the Securities Act of 1933, as amended (the "Act"), has been filed with, and has been declared effective by, the Securities and Exchange Commission (the "Commission"). If any post-effective amendment to such registration statement has been filed with the Commission prior to the execution and delivery of this Agreement, the most recent such amendment has been declared effective by the Commission. For purposes of this Agreement, "Effective Time" means the date and time as of which such registration statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission, and "Effective Date" means the date of the Effective Time. Such registration statement, as amended at the Effective Time, is hereinafter referred to as the "Registration Statement." FCCF proposes to file with the Commission pursuant to Rule 424(b) ("Rule 424(b)") under the Act a supplement (the "Prospectus Supplement") to the prospectus included in the Registration Statement (such prospectus, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b), is hereinafter referred to as the "Base Prospectus") relating to the Certificates and the method of distribution thereof. The Base Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, are hereinafter referred to as the "Prospectus". For purposes of this Agreement, "Certificate Term Sheet" means that 4 certain term sheet dated as of _________ __, 200_ and delivered by FCCF to each Underwriter, which term sheet has been or will be filed by FCCF on a Form 8-K in accordance with all applicable no-action letters, as published by the Commission. (o) On the Effective Date, the Registration Statement conformed in all respects to the requirements of the Act and the rules and regulations of the Commission thereunder (the "Rules and Regulations") and did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and on the date of this Agreement, the Registration Statement and the Prospectus conform, and at the time of filing of the Prospectus pursuant to Rule 424(b), the Registration Statement and the Prospectus will conform in all respects with the requirements of the Act and the Rules and Regulations and neither of such documents includes, or will include, any untrue statement of a material fact, and such documents do not omit, and will not omit, to state any material fact required to be stated therein or necessary to make the statements therein not misleading, except that the foregoing does not apply to statements in or omissions from such documents based upon written information furnished to FCCF or to the Bank by the Underwriters specifically for use therein. FCCF hereby acknowledges that (i) the only information provided by the Class A Underwriters for inclusion in the Registration Statement, the Certificate Term Sheet and the Prospectus is set forth on the cover page of the Prospectus Supplement in the table under the heading "Class A Certificates" and on the line across from "Price to public per certificate," in the last sentence under the caption "Risk Factors' Ability to Resell Series 200_-_ Certificates Not Assured" in the Prospectus Supplement, in the table listing the Class A Underwriters and the Principal Amount of Class A Certificates and in the paragraph immediately following such table under "Underwriting" in the Prospectus Supplement and in the final paragraph under "Underwriting" in the Prospectus Supplement (the "Class A Underwriters' Information"); and (ii) the only information provided by the Class B Underwriters for inclusion in the Registration Statement, the Certificate Term Sheet and the Prospectus is set forth on the cover page of the Prospectus Supplement in the table under the heading "Class B Certificates" and on the line across from "Price to public per certificate," in the last sentence under the caption "Risk Factors' Ability to Resell Series 200_-_ Certificates Not Assured" in the Prospectus Supplement, in the table listing the Class B Underwriters and the Principal Amount of Class B Certificates and in the paragraph immediately following such table under "Underwriting" in the Prospectus Supplement and in the final paragraph under "Underwriting" in the Prospectus Supplement (the "Class B Underwriters' Information"). (p) There has not been any material adverse change, or any development involving a prospective material adverse change, in the condition, financial or otherwise, or in the earnings, business or operations of FCCF, taken as a whole, from _________, 200_. 5 3. Representations and Warranties of the Bank. The Bank represents and warrants to, and agrees with, the Underwriters that: (a) The Bank is a national banking association duly organized and validly existing in good standing under the laws of the United States, and has all requisite corporate power, authority and legal right to own its property and conduct its credit card business as such properties are presently owned and such business is presently conducted, and to execute, deliver and perform its obligations under this Agreement, the Receivables Purchase Agreement and the Pooling and Servicing Agreement. (b) The execution and delivery by the Bank of this Agreement, the Receivables Purchase Agreement, the Amended and Restated Pooling and Servicing Agreement and the Series Supplement, the incurrence by the Bank of the obligations herein and therein set forth and the consummation by the Bank of the transactions contemplated hereunder and thereunder have been duly authorized by the Bank by all necessary action on the part of the Bank. (c) This Agreement has been duly authorized, executed and delivered by the Bank. (d) The Series Supplement will be executed and delivered by the Bank on or before the Closing Date, and when executed and delivered by the other parties thereto, will constitute a valid and binding agreement of the Bank, enforceable against the Bank in accordance with its terms, and the Receivables Purchase Agreement and the Amended and Restated Pooling and Servicing Agreement each as previously executed and delivered by the Bank each constitute a valid and binding agreement of the Bank, enforceable against the Bank, each in accordance with its terms, except, in each case, to the extent that (i) the enforceability thereof may be subject to insolvency, reorganization, moratorium, receivership or other similar laws now or hereafter in effect relating to creditors' or other obligees' rights generally or the rights of creditors or other obligees insured by the FDIC, (ii) the enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity) and (iii) certain remedial provisions of the Receivables Purchase Agreement and of the Amended and Restated Pooling and Servicing Agreement may be unenforceable in whole or in part under the UCC, but the inclusion of such provisions does not render the other provisions of the Receivables Purchase Agreement or the Amended and Restated Pooling and Servicing Agreement invalid and, notwithstanding that such provisions may be unenforceable in whole or in part, the Trustee will be able to enforce the remedies of a secured party under the UCC. (e) The Bank is not in violation of any Requirement of Law or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan agreement, note, lease or other instrument to which it is a party or by which it is bound or to which any of its property is subject, which violations or defaults separately or in the aggregate would have a material adverse effect on the Bank, the Accounts or the Receivables. 6 (f) Neither the execution and delivery by the Bank of this Agreement, nor the incurrence by the Bank of the obligations herein set forth, nor the consummation by the Bank of the transactions contemplated hereunder, nor the fulfillment by the Bank of the terms hereof does or will (i) violate any Requirement of Law presently in effect, applicable to it or its properties or by which it or its properties are or may be bound or affected, (ii) conflict with, or result in a breach of, or constitute a default under, any contract, indenture, mortgage, deed of trust, loan agreement, note, lease or other instrument to which it is a party or by which it or its properties are bound, or (iii) result in the creation or imposition of any Lien upon any of its property or assets, except for those encumbrances created under the Receivables Purchase Agreement. (g) All consents, approvals, authorizations, orders, filings, registrations or qualifications of or with any court or any other governmental agency, board, commission, authority, official or body required in connection with the execution and delivery by the Bank of this Agreement, the Receivables Purchase Agreement or the Pooling and Servicing Agreement, or to the consummation by the Bank of the transactions contemplated hereunder and thereunder, or to the fulfillment by the Bank of the terms hereof and thereof have been or will have been obtained on or before the Closing Date. (h) All actions required to be taken by the Bank as a condition to the offer and sale of the Certificates as described herein or the consummation of any of the transactions described in the Prospectus and the Registration Statement have been or, prior to the Closing Date, will be taken. (i) The Pooling and Servicing Agreement is not required to be qualified under the Trust Indenture Act of 1939. (j) The representations and warranties made by the Bank in the Receivables Purchase Agreement and those made by the Bank in the Pooling and Servicing Agreement and made in any Officer's Certificate of the Bank delivered pursuant to the Receivables Purchase Agreement or pursuant to the Pooling and Servicing Agreement were true and correct at the time made and will be true and correct on and as of the Closing Date as if set forth herein. (k) The Receivables (including Receivables in the Additional Accounts, the Receivables of which have been or are expected to be conveyed to FCCF during the period from ___________ through the Closing Date) had an aggregate outstanding balance determined as of _____________ in the amount set forth in the Prospectus. (l) The Bank agrees it has not granted, assigned, pledged or transferred and shall not grant, assign, pledge or transfer to any Person a security interest in, or any other right, title or interest in, the Receivables, except as provided in the Receivables Purchase Agreement, and agrees to take all action required by the Receivables Purchase Agreement in order to maintain the security interest in the Receivables granted pursuant to the Receivables Purchase Agreement. 7 (m) On the date of this Agreement and at the time of filing of the Prospectus pursuant to Rule 424(b), the Prospectus does not include and will not include, any untrue statement of a material fact, and the Prospectus does not omit, and will not omit, to state any material fact required to be stated therein or necessary to make the statements therein not misleading, except that the foregoing does not apply to statements in or omissions from such documents based upon the Class A Underwriters Information or the Class B Underwriters Information. (n) There has not been any material adverse change, or any development involving a prospective material adverse change, in the condition, financial or otherwise, or in the earnings, business or operations of the Bank or its subsidiaries, taken as a whole, from ___________. 4. Purchase, Sale, Payment and Delivery of the Certificates. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, FCCF agrees to sell to the Class A Underwriters, and the Class A Underwriters agree to purchase from FCCF, at a purchase price of _________% of the principal amount thereof, $___________ aggregate principal amount of the Class A Certificates, each Class A Underwriter to purchase the amounts shown on Schedule A hereto. (b) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, FCCF agrees to sell to the Class B Underwriters, and the Class B Underwriters agree to purchase from FCCF, at a purchase price of ________% of the principal amount thereof, $___________ aggregate principal amount of the Class B Certificates, each Class B Underwriter to purchase the amounts shown on Schedule A hereto. (c) FCCF will deliver the Certificates to you against payment of the purchase price in immediately available funds, drawn to the order of FCCF, at the office of Orrick, Herrington & Sutcliffe LLP, in New York, New York at 10:00 A.M., New York City time, on _________ __, 200_, or at such other time not later than seven full business days thereafter as you and FCCF determine, such time being herein referred to as the "Closing Date." Each of the Class A Certificates and the Class B Certificates so to be delivered shall be represented by one or more definitive certificates registered in the name of Cede & Co., as nominee for The Depository Trust Company. FCCF shall make such definitive certificates representing the Class A Certificates and the Class B Certificates available for inspection by the Underwriters at the office at which the Certificates are to be delivered no later than five hours before the close of business in New York City on the business day prior to the Closing Date. 5. Offering by Underwriters. It is understood that after the Effective Date, the Underwriters propose to offer the Certificates for sale to the public (which may include selected dealers) as set forth in the Prospectus. 8 6. Certain Agreements of FCCF. FCCF agrees with the Underwriters that: (a) Immediately following the execution of this Agreement, FCCF will prepare a Prospectus Supplement setting forth the amount of Certificates covered thereby and the terms thereof not otherwise specified in the Base Prospectus, the price at which such Certificates are to be purchased by the Underwriters, the initial public offering price, the selling concessions and allowances, and such other information as FCCF deems appropriate. FCCF will transmit the Prospectus, including such Prospectus Supplement, to the Commission pursuant to Rule 424(b) by a means reasonably calculated to result in filing with the Commission pursuant to Rule 424(b). FCCF will also file the Certificate Term Sheet with the Commission on Form 8-K within the time periods prescribed by the Commission's No-Action Letter, dated April 5, 1996, addressed to Greenwood Trust Company and the Commission's No-Action Letters referred to in Section 11 hereof. FCCF will not file any amendment of the Registration Statement with respect to the Certificates or supplement to the Prospectus unless a copy has been furnished to you for your review a reasonable time prior to the proposed filing thereof or to which you shall reasonably object in writing. FCCF will advise you promptly of (i) the effectiveness of any amendment or supplementation of the Registration Statement or the Prospectus, (ii) any request by the Commission for any amendment or supplementation of the Registration Statement or the Prospectus or for any additional information, (iii) the receipt by FCCF of any notification with respect to the suspension of qualification of the Certificates for sale in any jurisdiction or the initiation or threatening of any proceeding for such purposes and (iv) the institution by the Commission of any stop order proceeding in respect of the Registration Statement, and will use their best efforts to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued. (b) If at any time when a prospectus relating to the Certificates is required to be delivered under the Act in connection with sales by any Underwriter or dealer, any event occurs as a result of which the Prospectus, as then amended or supplemented, would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus to comply with the Act, FCCF promptly will notify the Representative of such event and promptly will prepare and file with the Commission an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. Neither your consent to, nor the Underwriters' delivery of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 8 of this Agreement. (c) As soon as practicable, FCCF will cause the Trust to make generally available to the Certificateholders an earnings statement or statements of the Trust covering a period of at least 12 months beginning after the Effective Date which will satisfy the provisions of Section 11(a) of the Act and Rule 158 of the Commission promulgated thereunder. 9 (d) FCCF will furnish to you copies of the Registration Statement (one of which will be signed and will include all exhibits), the Prospectus and all amendments and supplements to such documents, in each case as soon as available and in such quantities as you reasonably request. (e) FCCF will endeavor to qualify the Certificates for sale under the securities or Blue Sky laws of such jurisdictions as you shall reasonably request and the determination of the eligibility for investment of the Certificates under the laws of such jurisdictions as you may designate and will continue such qualifications in effect so long as required for the distribution of the Certificates; provided, however, that FCCF shall not be obligated to qualify to do business in any jurisdiction where such qualification would subject FCCF to general or unlimited service of process in any jurisdiction where it is not now so subject. (f) So long as any Certificate is outstanding, FCCF will furnish to you, by first-class mail as soon as practicable (i) all documents concerning the Certificates distributed by FCCF to the Certificateholders, or filed with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (ii) any order of the Commission under the Act or the Exchange Act applicable to the Trust or to FCCF as originator of the Trust, or pursuant to a "no-action" letter obtained from the staff of the Commission by FCCF and affecting the Trust or FCCF as originator of the Trust and (iii) from time to time, such other information concerning the Trust as you may reasonably request. 7. Certain Agreements of the Bank and FCCF. The Bank and FCCF agree with the Underwriters that: (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated for any reason, except a default by you hereunder, each of the Bank and FCCF will pay all expenses incident to the performance of its obligations under this Agreement (except as otherwise agreed in writing between the Bank and the Representatives of the Underwriters) and will reimburse the Underwriters for any expenses incurred by them in connection with qualification of the Certificates for sale and determination of the eligibility of the Certificates for investment under the laws of such jurisdictions as you designate and for any fees charged by investment rating agencies for the rating of the Certificates and for any filing fee of the National Association of Securities Dealers, Inc. relating to the Certificates, except that mailing expenses incurred in distributing the Prospectus, other than in connection with an amendment or supplement thereto, shall be borne by the Underwriters. FCCF, the Bank and the Underwriters will each bear their own respective fees and disbursements of counsel (which in the case of the FCCF will include all legal fees relating to Blue Sky matters). (b) To the extent, if any, that any of the ratings provided with respect to the Certificates by Moody's Investors Service, Inc. ("Moody's"), Fitch, Inc. ("Fitch") or Standard & Poor's Ratings Services ("S&P") are conditional upon the furnishing of 10 documents or the taking of any other actions by the Bank or by FCCF, the Bank or FCCF, as appropriate, shall furnish such documents and take any such other actions. (c) For a period from the date of this Agreement until the retirement of the Certificates, the Bank, as long as it is the Servicer, will furnish to you copies of each certificate and the annual statements of compliance delivered to the Trustee pursuant to Article III of the Amended and Restated Pooling and Servicing Agreement and the annual independent certified public accountant's servicing reports furnished to the Trustee pursuant to Article III of the Amended and Restated Pooling and Servicing Agreement, by first-class mail as soon as practicable after such certificates, statements and reports are furnished to the Trustee. 8. Conditions of the Obligations of the Underwriters. The obligation of the several Underwriters to purchase and pay for the Certificates will be subject to the accuracy of the representations and warranties on the part of FCCF and of the Bank herein, to the accuracy of the statements of officers of FCCF and of the Bank made pursuant to the provisions hereof, to the performance by FCCF and by the Bank of its obligations hereunder and to the following additional conditions precedent: (a) On or prior to the Closing Date, you shall have received a letter of PricewaterhouseCoopers LLP, confirming that they are independent public accountants within the meaning of the Act and the applicable published Rules and Regulations thereunder, substantially in the form heretofore agreed to and otherwise in form and in substance satisfactory to you and your counsel. (b) The Prospectus shall have been filed with the Commission in accordance with the Rules and Regulations and Section 6(a) of this Agreement; and, prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of FCCF or you, shall be contemplated by the Commission. (c) Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) any change, or any development involving a prospective change, in or affecting particularly the business or properties of FCCF or of the Bank which, in your judgment, materially impairs the investment quality of the Certificates; (ii) any downgrading in the rating of any debt securities of the Bank or FleetBoston Financial Corporation by any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the Act), or any public announcement that any such organization has under surveillance or review its rating of any such debt securities (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating); (iii) any suspension or limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange, or any suspension of trading of any securities of the Bank or FleetBoston Financial Corporation on any exchange or in the over-the-counter market; (iv) any banking moratorium declared by U.S. Federal, Rhode Island or New York authorities; or (v) any outbreak or escalation of major hostilities in 11 which the United States is involved, or any declaration of war by Congress or any other substantial national or international calamity or emergency if, in the Representative's judgment, the effect of such occurrence or event is to make it impractical or inadvisable to proceed with completion of the sale of and payment for the Certificates. (d) You shall have received an opinion, dated the Closing Date, of Linda C. Morris, Esquire, Executive Vice President, Secretary and General Counsel for the Bank and Vice President, Secretary and General Counsel for FCCF, to the effect that and subject to the qualification that with respect to matters of Delaware law, such counsel may rely upon an opinion of special Delaware counsel: (i) The Bank (x) has been duly chartered and is validly existing as a national banking association under the laws of the United States, with power and authority to own its properties and conduct its business as described in the Prospectus; (y) is neither required to qualify, nor to register as a foreign corporation, in any state in order to conduct its credit card business, except where the failure to so qualify or register would not have a material adverse effect upon the Certificateholders; and (z) has the power, authority and legal right to acquire and own the Accounts and to sell and service the Receivables; (ii) The Bank has the power and authority to execute and deliver this Agreement and the Series Supplement and to consummate the transactions contemplated herein and therein and the Bank, at the time of execution of the Receivables Purchase Agreement and the Amended and Restated Pooling and Servicing Agreement, had the power and authority to execute and deliver the Receivables Purchase Agreement and the Amended and Restated Pooling and Servicing Agreement and had and at all times since has had and does now have the power to consummate the transactions contemplated by the Receivables Purchase Agreement and the Amended and Restated Pooling and Servicing Agreement; (iii) Each of the Receivables Purchase Agreement, the Amended and Restated Pooling and Servicing Agreement and the Series Supplement has been duly authorized, executed and delivered by the Bank; (iv) This Agreement has been duly authorized, executed and delivered by the Bank; (v) Each of the Receivables Purchase Agreement, the Amended and Restated Pooling and Servicing Agreement and the Series Supplement has been duly executed and delivered by FCCF; (vi) This Agreement has been duly executed and delivered by FCCF; (vii) The Registration Statement has become effective under the Act and to the best of such counsel's knowledge no stop order suspending the 12 effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or threatened under the Act; (viii) No consent, approval, authorization or order of, or filing of any UCC financing statements with, any court or governmental agency or body having jurisdiction over the Bank or FCCF is required for the consummation of the transactions contemplated by this Agreement, the Receivables Purchase Agreement or the Pooling and Servicing Agreement, except for (x) filing of UCC financing statements with respect to the transactions contemplated in the Receivables Purchase Agreement and the Pooling and Servicing Agreement; (y) such consents, approvals, authorizations, orders or filings as have been obtained under the Act; and (z) such consents, approvals, authorizations, orders or filings as may be required under the state securities or blue sky laws of any jurisdiction; (ix) The execution, delivery and performance by the Bank of this Agreement, the Receivables Purchase Agreement and the Pooling and Servicing Agreement, the transfer of the Receivables to FCCF and the consummation by the Bank of any other of the transactions contemplated herein, in the Receivables Purchase Agreement, or in the Pooling and Servicing Agreement will not conflict with, result in a breach of or a violation of any of the terms of, or constitute a default under, (x) the Articles of Association or By-Laws of the Bank, or (y) any rule, order, statute or regulation known to such counsel to be currently applicable to the Bank, or (z) any agreement or other instrument, known to such counsel, to which the Bank is a party or by which it is bound; (x) The execution, delivery and performance by FCCF of this Agreement, the Receivables Purchase Agreement and the Pooling and Servicing Agreement, the transfer of the Receivables to the Trustee, the issuance and sale of the Certificates and the consummation by FCCF of any other of the transactions contemplated herein, in the Receivables Purchase Agreement or in the Pooling and Servicing Agreement will not conflict with, result in a breach of or a violation of any of the terms of, or constitute a default under (y) any rule, order, statute or regulation known to such counsel to be currently applicable to FCCF, or (z) any agreement or other instrument, known to such counsel to which FCCF is a party or by which it is bound; and (xi) To such counsel's knowledge, there are no actions, proceedings or investigations pending before any court, administrative agency or other tribunal (v) which are required to be disclosed in the Prospectus and are not disclosed therein, (w) asserting the invalidity of this Agreement, the Receivables Purchase Agreement, the Pooling and Servicing Agreement or the Certificates, (x) seeking to prevent the issuance of the Certificates or the consummation of any of the transactions contemplated by this Agreement, the Receivables Purchase Agreement or the Pooling and Servicing Agreement, (y) which might materially and adversely affect the performance by the Bank or by FCCF of their obligations 13 under, or the validity or enforceability of, this Agreement, the Receivables Purchase Agreement, the Pooling and Servicing Agreement or the Certificates or (z) seeking adversely to affect the federal income tax attributes of the Certificates as described in the Prospectus Supplement under the heading "Summary of Terms-Tax Status" and in the Base Prospectus under the heading "Federal Income Tax Consequences." (e) You shall have received an opinion, dated the Closing Date, of Richards, Layton & Finger, P.A., special Delaware counsel to FCCF, to the effect that: (i) FCCF has been duly created and is validly existing in good standing as a business trust under the laws of the State of Delaware; (ii) Under the Delaware Business Trust Act (12 Del. C.ss.3801, et seq.) (the "Trust Act"), the Trust Agreement of FCCF (the "Trust Agreement") and [name of authorizing consent] (the "Consent"), FCCF has all necessary trust power and authority to execute and deliver this Agreement, the Certificates, the Receivables Purchase Agreement, the Amended and Restated Pooling and Servicing Agreement and the Series Supplement (collectively, for purposes of this Section 8(e), the "Transaction Documents"), and to perform its obligations thereunder; (iii) Under the Trust Act, the Trust Agreement and the Consent, the execution and delivery by FCCF of the Transaction Documents, and the performance by FCCF of its obligations thereunder, have been duly authorized by all necessary trust action on the part of FCCF. [Under the Trust Act, the Trust Agreement and the Consent, the Transaction Documents have been duly executed by FCCF;] (iv) The Trust Agreement constitutes a legal, valid and binding agreement of Fleet Credit Card Services, L.P., as sole beneficial owner of FCCF (the "Beneficial Owner"), and is enforceable against the Beneficial Owner, in accordance with its terms; (v) If properly presented to a Delaware court, a Delaware court applying Delaware law, would conclude that (i) in order for a Person (as defined in the Trust Agreement) to file a voluntary bankruptcy petition on behalf of FCCF, the prior unanimous written consent of the Beneficial Owner and all members of the Board (as defined in the Trust Agreement) (including all Independent Trustees (as defined in the Trust Agreement)), as provided for in Section 3.3(c) of the Trust Agreement, is required, and (ii) such provision, contained in Section 3.3(c) of the Trust Agreement, that requires the prior unanimous written consent of the Beneficial Owner and all members of the Board (as defined in the Trust Agreement) (including all Independent Trustees (as defined in the Trust Agreement)), in order for a Person (as defined in the Trust Agreement) to file a voluntary bankruptcy petition on behalf of FCCF, constitutes a legal, valid and 14 binding agreement of the Beneficial Owner, and is enforceable against the Beneficial Owner in accordance with its terms; (vi) Under Section 3808(b) of the Trust Act and the Trust Agreement, the Bankruptcy (as defined in the Trust Agreement)of the Beneficial Owner shall not, by itself, result in the termination or dissolution of FCCF; (vii) Under Section 3805(b) of the Trust Act, no creditor of the Beneficial Owner shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of FCCF, except in accordance with the terms of the Trust Agreement; (viii) Under the Trust Act FCCF constitutes a separate legal entity, separate and distinct from the Beneficial Owner; (ix) No authorization, consent, approval or order of any Delaware court or any Delaware governmental or administrative body is required by FCCF solely in connection with the execution and delivery by FCCF of the Transaction Documents, or the performance by FCCF of its obligations thereunder; (x) The execution and delivery by FCCF of the Transaction Documents, and the performance by FCCF of its obligations thereunder, do not violate (i) any Delaware law, rule or regulation, or (ii) the certificate of trust of FCCF or the Trust Agreement; (xi) There is no excise or other tax imposed by the State of Delaware upon the perfection of a security interest in the Receivables; (xii) There is no excise or other similar tax imposed by the State of Delaware upon the transfer of the Receivables to or from FCCF; (xiii) There is no personal property tax imposed by the State of Delaware upon or measured by the assets of the Trust; (xiv) The characterization of FCCF and the Trust for federal income tax purposes, whether as a security device, disregarded entity or partnership will be determinative of the character of each of FCCF and the Trust under the laws of the State of Delaware concerning any tax imposed on or measured by income; and (xv) Assuming neither FCCF nor the Trust will not be taxed as an association or a publicly traded partnership taxable as a corporation for federal income tax purposes, (i) there will be no income or franchise tax imposed by the State of Delaware upon the Trust, and (ii) there will be no income tax imposed by the State of Delaware upon FCCF. (f) You shall have received a letter of Edwards & Angell, LLP, counsel for the Bank, to the effect that you may rely on those provisions of their opinions to 15 Moody's, Fitch and S&P with respect to certain matters relating to the transfer of the Receivables by the Bank to FCCF, with respect to the perfection of FCCF's interest in the Receivables and with respect to other related matters. (g) You shall have received a letter of Richards, Layton & Finger, P.A., special Delaware counsel for FCCF, to the effect that you may rely on those provisions of their opinions to Moody's, Fitch and S&P with respect to certain matters relating to the transfer of the Receivables by FCCF to the Trustee, with respect to the perfection of the Trustee's interest in the Receivables and with respect to other related matters. (h) You shall have received an opinion dated the closing date, of Orrick, Herrington & Sutcliffe LLP, special counsel to the Bank, to the effect that (i) The Receivables Purchase Agreement and the Pooling and Servicing Agreement, including the allocation of Collections provisions in the Pooling and Servicing Agreement, each constitutes the legal, valid and binding obligation of the Bank and of FCCF under the laws of the State of New York, enforceable against the Bank and against FCCF in accordance with its terms. (ii) This Agreement constitutes the legal, valid and binding obligation of the Bank and of FCCF under the laws of the State of New York, enforceable against the Bank and against FCCF in accordance with its terms. (iii) The Certificates, when executed and authenticated in accordance with the terms of the Pooling and Servicing Agreement and delivered to and paid for by the Underwriters in accordance with this Agreement will be duly and validly issued and outstanding and will be entitled to the benefits of the Pooling and Servicing Agreement. (iv) The statements in the Base Prospectus under the headings "Material Legal Aspects of the Receivables," "ERISA Considerations" and "Federal Income Tax Consequences" and the statements in the Prospectus Supplement under the headings "Risk Factors - If a Conservator or Receiver Is Appointed for the Bank, Payment of Your Certificates May Be Delayed or Reduced," "Federal Income Tax Consequences" and "ERISA Considerations" and the summaries thereof under the headings "Summary of Terms - Tax Status" and "-- ERISA Considerations" in the Prospectus Supplement to the extent they constitute matters of law or legal conclusions with respect thereto, have been reviewed by such counsel and are correct in all material respects. (v) This Agreement, the Receivables Purchase Agreement, the Pooling and Servicing Agreement and the Certificates conform in all material respects to the descriptions thereof contained in the Prospectus. (vi) The Pooling and Servicing Agreement is not required to be qualified under the Trust Indenture Act of 1939, as amended, and the Trust is not 16 now, and immediately following the sale of the Certificates pursuant to this Agreement will not be, required to be registered under the Investment Company Act of 1940, as amended. (vii) For federal income tax purposes the Certificates will properly be characterized as indebtedness and for purposes of Section 6.03(b)(vi) of the Pooling and Servicing Agreement (a) the issuance of the Certificates and the Collateral Interest will not adversely affect the tax characterization as debt of Investor Certificates of any outstanding Series or Class that were characterized as debt at the time of their issuance, (b) following the issuance of the Certificates and the Collateral Interest, the Trust will not be an association (or publicly traded partnership) taxable as a corporation and (c) the issuance of the Certificates and the Collateral Interest will not cause or constitute an event in which gain or loss would be recognized by any Investor Certificateholder or the Trust; provided, however, that such counsel may give the foregoing opinions subject to the discussion of alternative characterizations and risks discussed in the Base Prospectus under the heading "Federal Income Tax Consequences." (viii) The Registration Statement and the Prospectus (other than the financial and statistical information contained therein) on their respective effective dates or dates of issuance appear on their face to be appropriately responsive in all material respects to the applicable requirements of the Act and the Rules and Regulations; such counsel has no reason to believe that the Registration Statement or the Prospectus, as of their respective dates, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein, and, in the case of the Prospectus, in light of the circumstances under which they were made, not misleading, or that the Prospectus, as amended or supplemented as of the date of such opinion, contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading (except that such counsel may express no opinion as to (x) any financial statements, supporting schedules or other financial or statistical information included in the Registration Statement or the Prospectus or (y) the exhibits to the Registration Statement). (i) You shall have received from Mayer, Brown & Platt, special counsel for the Underwriters, such opinion or opinions, dated the Closing Date, with respect to such matters relating to this transaction as you may require, and FCCF and the Bank shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (j) You shall have received a certificate from the Bank, dated the Closing Date, of two Vice Presidents or more senior officers of the Bank in which such officers, to the best of their knowledge after reasonable investigation, shall state that (u) the representations and warranties of the Bank in this Agreement are true and correct in all 17 material respects on and as of the Closing Date, (v) the Bank has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date, (w) the representations and warranties of the Bank, as seller under the Receivables Purchase Agreement and as Servicer under the Pooling and Servicing Agreement, are true and correct as of the dates specified in the Receivables Purchase Agreement and in the Pooling and Servicing Agreement, (x) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are threatened by the Commission, (y) nothing has come to either of the officer's attention that would lead such officer to believe that the Registration Statement or the Prospectus, and any amendment or supplement thereto, as of its date and as of the Closing Date, contained an untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (z) subsequent to the date of the Prospectus, there has been no material adverse change in the financial position or results of operation of the Bank's credit card business except as set forth in or contemplated by the Prospectus or as described in such certificate. (k) You shall have received a certificate from FCCF, dated the Closing Date, of two Vice Presidents or more senior officers of FCCF in which such officers, to the best of their knowledge after reasonable investigation, shall state that (u) the representations and warranties of FCCF in this Agreement are true and correct in all material respects on and as of the Closing Date, (v) FCCF has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date, (w) the representations and warranties of FCCF, as purchaser under the Receivables Purchase Agreement and as Transferor under the Pooling and Servicing Agreement are true and correct as of the dates specified in the Receivables Purchase Agreement and in the Pooling and Servicing Agreement, (x) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are threatened by the Commission, (y) nothing has come to either of the officer's attention that would lead such officer to believe that the Registration Statement or the Prospectus, and any amendment or supplement thereto, as of its date and as of the Closing Date, contained an untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (z) subsequent to the date of the Prospectus, there has been no material adverse change in the Trust Assets except as set forth in or contemplated by the Prospectus or as described in such certificate. (l) You shall have received an opinion of Seward & Kissel, LLP, counsel to the Trustee, addressed to you, dated the Closing Date, satisfactory in form and substance to you and your counsel and substantially to the effect that: (i) The Trustee is a banking corporation and is validly existing under the laws of the State of New York; 18 (ii) The Series Supplement has been duly executed and delivered by the Trustee, and the Pooling and Servicing Agreement constitutes a legal, valid and binding obligation of the Trustee, enforceable against the Trustee in accordance with its terms, except that certain of the obligations may be enforceable solely against the Trust Assets and except that such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, liquidation, and by general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether such enforceability is considered in a proceeding in equity or at law); (iii) The Certificates delivered on the date hereof have been duly authenticated and delivered by the Trustee in accordance with the terms of the Series Supplement; (iv) The execution and delivery of each of the transaction documents and the performance by the Trustee of the terms of each of the transaction documents does not conflict with or result in a violation of (y) 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 (z) the Certificate of Incorporation or By-Laws of the Trustee; and (v) 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 each of the transaction documents or the authentication and delivery of the Certificates. (m) You shall have received evidence satisfactory to you that the Class A Certificates shall be rated "Aaa" by Moody's, "AAA" by Fitch and "AAA" by S&P and that the Class B Certificates shall be rated no lower than "A2" by Moody's, "A" by Fitch and "A" by S&P. (n) You shall have received evidence satisfactory to you that the Prospectus was timely filed with the Commission pursuant to Rule 424(b). FCCF will furnish you with such conformed copies of such opinions, certificates, letters and documents as you reasonably request. 9. Indemnification and Contribution. (a) The Bank and FCCF will jointly and severally indemnify and hold harmless each Underwriter against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, the Certificate Term Sheet, the Prospectus or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the 19 statements therein not misleading, and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that with respect to any untrue statement or alleged untrue statement in or omission or alleged omission from the Certificate Term Sheet the indemnity agreement contained in this subsection (a) shall not inure to the benefit of any Underwriter from whom the person asserting any such losses, claims, damages or liabilities purchased the Certificates concerned, if such untrue statement or omission or alleged statement or omission in the Certificate Term Sheet is eliminated or remedied in the Prospectus (as amended or supplemented if the Bank or FCCF shall have furnished any amendments or supplements thereto) and, if required by law, a copy of the Prospectus (as so amended or supplemented) shall not have been furnished to such person by the Underwriters at or prior to the written confirmation of the sale of the Certificate to that person; provided further, however, neither FCCF nor the Bank will be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with the Class A Underwriters' Information or the Class B Underwriters' Information. (b) The Underwriters agree, severally and not jointly, to indemnify and hold harmless the Bank and FCCF against any losses, claims, damages or liabilities to which the Bank or FCCF may become subject, under the Act or otherwise and will reimburse any legal or other expenses reasonably incurred by the Bank or FCCF in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, the Prospectus, or any amendment or supplement thereto, or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that, with respect to each of the Class A Underwriters and the Class B Underwriters, such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with the Class A Underwriters' Information or the Class B Underwriters' Information, respectively, and will reimburse any legal or other expenses reasonably incurred by the Bank or FCCF in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred. 20 (c) Promptly after receipt by an indemnified party under this Section 9 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under subsection (a) or (b) above, notify the indemnifying party of the commencement thereof; but the omission so to notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party otherwise than under subsection (a) or (b) above. In case any such action is brought against any indemnified party and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party under this Section 9 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation unless (i) the indemnifying party and the indemnified party shall have agreed to the retention of additional counsel for the indemnified party or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. In no event shall the indemnifying parties be liable for fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. (d) If the indemnification provided for in this Section 9 is unavailable or insufficient to hold harmless an indemnified party under subsection (a) or (b) above, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities referred to in subsection (a) or (b) above (i) in such proportion as is appropriate to reflect the relative benefits received by the Bank and FCCF on the one hand and the Underwriters on the other from the offering of the Certificates, or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Bank and FCCF on the one hand and the Underwriters on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities as well as any other relevant equitable considerations. The relative benefits received by the Bank and FCCF on the one hand and the Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) of the Certificates received by FCCF bear to the total underwriting discounts and commissions received by the Underwriters with respect to the Certificates. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by FCCF or the Bank or information supplied by the Underwriters and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission with respect to the Certificates. The amount paid by an indemnified party as a result of the losses, claims, damages or liabilities referred to in the first sentence of this subsection (d) shall be deemed to include any other expenses reasonably incurred by such indemnified party in connection with investigating or defending any action or claim 21 which is the subject of this subsection (d). Notwithstanding the provisions of this subsection (d), the Underwriters shall not be required to contribute any amount in excess of the amount by which the total underwriting discount as set forth on the cover page of the Prospectus Supplement exceeds the amount of damages which the Underwriters have otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission with respect to the Certificates. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters' obligations in this subsection (d) are several in proportion to their respective underwriting obligations and are not joint. (e) The obligations of the Bank and FCCF under this Section 9 shall be in addition to any liability which the Bank or FCCF may otherwise have and shall extend, upon the same terms and conditions, to the directors and officers of the Underwriters and each Person, if any, who controls the Underwriters within the meaning of the Act; and the obligations of the Underwriters under this Section 9 shall be in addition to any liability which the Underwriters may otherwise have and shall extend, upon the same terms and conditions, to each director and each officer of the Bank and each director and each officer of FCCF, to each director and each officer of FCCF who has signed the Registration Statement and to each Person, if any, who controls the Bank or FCCF within the meaning of the Act. 10. Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Bank and FCCF or their officers and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of the Underwriters, the Bank, FCCF or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Certificates. If this Agreement is terminated or if for any reason the purchase of the Certificates by the Underwriters is not consummated, the Bank and FCCF shall remain responsible for the expenses to be paid by it pursuant to subsection 7(a) and the respective obligations of FCCF, the Bank and the Underwriters pursuant to Section 9 shall remain in effect, except that in such circumstances, neither FCCF nor the Bank will not be responsible for the expenses pursuant to subsection 7(a) to be paid by it to any defaulting Underwriter or be obligated to indemnify any defaulting Underwriter pursuant to Section 9. If for any reason the purchase of the Certificates by the Underwriters is not consummated other than solely because of the occurrence of any event specified in clause (iii), (iv) or (v) of subsection 8(c), the Bank or FCCF will reimburse the Underwriters for all out-of-pocket expenses reasonably incurred by them in connection with the offering of the Certificates. 11. Computational Materials and ABS Term Sheets. Each Underwriter represents and warrants that it has not used any "Computational Materials" (as defined in the Commission's No-Action Letter, dated May 20, 1994, addressed to Kidder, Peabody Acceptance Corporation I, Kidder, Peabody & Co. Incorporated and Kidder Structured Asset Corporation (as made generally applicable to registrants, issuers and underwriters by the Commission's response to the request of the Public Securities Association, dated May 27, 1994)) or "ABS Term Sheets" (as defined in the Commission's No-Action Letter, dated February 17, 1995, addressed to the Public 22 Securities Association) in connection with the offering of the Certificates (other than the Certificate Term Sheet). 12. Electronic Distribution of Certificate Term Sheet. Each Underwriter represents that if it furnished an electronic copy of the Certificate Term Sheet used in connection with the Certificates to any person, such Underwriter has furnished a printed copy of the Certificate Term Sheet to all persons to whom it previously sent an electronic copy and to whom it will send a written confirmation of sale. 13. Default by One or more of the Underwriters. If any Underwriter or Underwriters default in their obligations to purchase the Certificates hereunder on the Closing Date and the aggregate principal amount of the Certificates that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of the Certificates that the Underwriters are obligated to purchase on the Closing Date, the Representative may make arrangements satisfactory to FCCF for the purchase of such Certificates by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase such Certificates that such defaulting Underwriters agreed but failed to purchase on the Closing Date. If any Underwriter or Underwriters so default and the aggregate principal amount of Certificates with respect to which such default or defaults occur exceeds 10% of the total principal amount of the Certificates that the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Representative and FCCF for the purchase of such Certificates by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter, the Bank or FCCF except as provided in Section 10. As used in this Agreement, the term "Underwriter" includes any person substituted for a defaulting Underwriter under this Section 13. Nothing contained in this Section 13 will relieve a defaulting Underwriter from liability in respect of its default. 14. Limited Recourse. Any amounts to be paid by FCCF under this Agreement shall only be made in accordance with this Section 14 and only from the Funds (as defined herein). The Underwriters acknowledge that the only recourse it has under this Agreement for such payments from FCCF is to the Funds. Payments to be made under this Agreement by FCCF shall be made by FCCF from funds paid or payable to FCCF pursuant to the Pooling and Servicing Agreement including funds paid or payable in respect of the Transferors' Interest and that are not required by the terms of the Pooling and Servicing Agreement to be used by FCCF for any other purpose and the payment of which to the Underwriters pursuant to this Agreement would not cause a Pay Out Event or a default by FCCF to occur under the Pooling and Servicing Agreement or any supplement thereto (the "Funds"). The Underwriters agree that failure of FCCF to make any payment to Underwriters under this Agreement shall not constitute a "claim" (as defined in Section 101 of the United States Bankruptcy Code) against FCCF. 15. Nonpetition Covenant. Notwithstanding any prior termination of this Agreement, the Underwriters shall not, prior to the date which is one year and one day after the termination of this Agreement, acquiesce, petition or otherwise invoke or cause FCCF to invoke the process of any Governmental Authority for the purpose of commencing or sustaining a case against FCCF 23 under any Debtor Relief Law or appointing a receiver, conservator, liquidator, assignee, trustee, custodian, sequestrator or other similar official of FCCF or any substantial part of its property or ordering the winding-up or liquidation of the affairs of FCCF. 16. Notices. All communications hereunder will be in writing and, if sent to the Underwriters, will be mailed, delivered or telegraphed and confirmed to: [Address of Underwriter] 17. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same Agreement. 18. Applicable Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 19. Financial Services Act. Each Underwriter represents and warrants to, and agrees with, the Bank and FCCF that (x) it has complied and shall comply with all applicable provisions of the Financial Services and Markets Act 2000 ("FSMA") and the Public Offers of Securities Regulations 1995 (the "Regulations") with respect to anything done by it in relation to the Certificates in, from or otherwise involving the United Kingdom; (y) it has only communicated or caused to be communicated and it will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) received by it in connection with the issue or sale of any Certificates in circumstances in which section 21(1) of the FSMA does not apply to FCCF or the Bank; and (z) it has not offered or sold and, prior to the date which is six months after the date of issue of the Certificates will not offer or sell any Certificate to persons in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing, or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which do not constitute an offer to the public in the United Kingdom for purposes of the Regulations. 24 If you are in agreement with the foregoing, please sign three counterparts hereof and return one to FCCF whereupon this letter and your acceptance shall become a binding agreement among FCCF, the Bank and the Underwriters. Very truly yours, FLEET CREDIT CARD FUNDING TRUST By__________________________ Name: Title: FLEET BANK (RI), NATIONAL ASSOCIATION By__________________________ Name: Title: The foregoing Agreement is hereby confirmed and accepted as of the date hereof [REPRESENTATIVE] as a Representative of the Underwriters set forth herein By____________________________ Name: Title: SCHEDULE A Class A Certificates Principal Amount of Underwriters Class A Certificates Total $ Class B Certificates Principal Amount of Underwriters Class B Certificates Total $ Schedule A, Page 1 EX-2.1 5 w52666a1ex2-1.txt CERTIFICATE OF CONVERSION EXHIBIT 2.1 CERTIFICATE OF CONVERSION TO BUSINESS TRUST OF FLEET CREDIT CARD FUNDING, LLC TO FLEET CREDIT CARD FUNDING TRUST This Certificate of Conversion to Business Trust, dated as of March 28, 2002, has been duly executed and is being filed by the undersigned, as trustees, to convert Fleet Credit Card Funding, LLC, a Delaware limited liability company (the "Other Entity"), to Fleet Credit Card Funding Trust, a Delaware business trust (the "Trust"), under the Delaware Business Trust Act (12 Del. C. "3801, et seq.). 1. The Other Entity was first formed on November 15, 2001. The jurisdiction of the Other Entity at the time it was first formed was Delaware. 2. The Other Entity's name immediately prior to the filing of this Certificate of Conversion to Business Trust was Fleet Credit Card Funding, LLC. 3. The name of the Trust as set forth in its certificate of trust is Fleet Credit Card Funding Trust. 4. The conversion of the Other Entity to the Trust shall be effective upon the filing of this Certificate of Conversion to Business Trust and a certificate of trust with the Secretary of State of the State of Delaware. [SIGNATURE PAGES FOLLOW] IN WITNESS WHEREOF, the undersigned have executed this Certificate of Conversion to Business Trust as of the date first-above written. WILMINGTON TRUST COMPANY, as trustee By: /s/ Kathleen A. Pedelini -------------------------------- Name: Kathleen A. Pedelini Title: Administrative Account Manager /s/ John Rodehorst ----------------------------------------- John Rodehorst /s/ Jeffrey Lipson ----------------------------------------- Jeffrey Lipson /s/ Paul V. Stahlin ----------------------------------------- Paul V. Stahlin /s/ Jaspreet Mann ----------------------------------------- Jaspreet Mann /s/ Benjamin B. Abedine ----------------------------------------- Benjamin B. Abedine /s/ Albert J. Fioravanti ----------------------------------------- Albert J. Fioravanti EX-3.1 6 w52666a1ex3-1.txt TRUST AGREEMENT EXHIBIT 3.1 TRUST AGREEMENT OF FLEET CREDIT CARD FUNDING TRUST DATED AS OF March 28, 2002 TABLE OF CONTENTS
Page ---- ARTICLE I. THE TRUST..............................................................................................2 SECTION 1.1. Conversion..................................................................................2 SECTION 1.2. Business Offices............................................................................2 SECTION 1.3. Name and Nature of Trust....................................................................2 SECTION 1.4. Purposes and Powers.........................................................................3 ARTICLE II. RESIDENT TRUSTEE.........................................................................................6 SECTION 2.1. Resident Trustee............................................................................6 ARTICLE III. MANAGING TRUSTEES.................................................................................................9 SECTION 3.1. General.....................................................................................9 SECTION 3.2. Specific Powers and Authority..............................................................10 SECTION 3.3. Restrictions...............................................................................12 SECTION 3.4. Independent Trustees.......................................................................14 SECTION 3.5. Reports....................................................................................15 SECTION 3.6. Officers...................................................................................15 ARTICLE IV. BENEFICIAL INTERESTS IN THE TRUST....................................................................17 SECTION 4.1. Beneficial Interests.......................................................................17 ARTICLE V. BENEFICIAL OWNERS.....................................................................................19 SECTION 5.1. Meetings of Beneficial Owners..............................................................19 SECTION 5.2. Voting Rights of Beneficial Owners.........................................................19 ARTICLE VI. LIABILITY OF BENEFICIAL OWNERS, TRUSTEES, OFFICERS, EMPLOYEES, AND AGENTS AND TRANSACTIONS BETWEEN THEM AND THE TRUST...........................................................................20 SECTION 6.1. Limitation of Beneficial Owner Liability...................................................20 SECTION 6.2. Limitation of Trustee Liability............................................................20 SECTION 6.3. Express Exculpatory Clauses in Instruments.................................................20 SECTION 6.4. Indemnification............................................................................20 ARTICLE VII. AMENDMENTS; REORGANIZATION; MERGER, ETC.............................................................22 SECTION 7.1. Amendments.................................................................................22 ARTICLE VIII. DURATION AND TERMINATION OF TRUST..................................................................22 SECTION 8.1. Duration of Trust..........................................................................22 SECTION 8.2. Termination of Trust.......................................................................23
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ARTICLE IX. MISCELLANEOUS........................................................................................23 SECTION 9.1. Governing Law..............................................................................24 SECTION 9.2. Reliance by Third Parties..................................................................24 SECTION 9.3. Provisions Held Invalid or Unenforceable...................................................24 SECTION 9.4. Construction...............................................................................24 SECTION 9.5. Counterparts...............................................................................24 SECTION 9.6. Non-Petition Covenant......................................................................25 SECTION 9.7. Successors and Assigns.....................................................................25
-ii- TABLE OF CONTENTS (CONT'D)
Page SECTION 9.8. Other Business.............................................................................25 SECTION 9.9. Trust Assets...............................................................................25
EXHIBIT A - Form of Certificate of Beneficial Interest SCHEDULE A - Definitions SCHEDULE B - Officers -iii- TRUST AGREEMENT THIS TRUST AGREEMENT is made and entered into as of March 28, 2002, among Fleet Credit Card Services, L.P., a Rhode Island limited partnership ("Fleet Credit Card"), Wilmington Trust Company, a Delaware banking corporation, acting hereunder not in its individual capacity but solely as trustee (together with any successor thereto, the "Resident Trustee"), and the undersigned Managing Trustees to effect the creation of a trust in accordance with the Delaware Business Trust Act, 12 Del. C. " 3801, et seq., as amended from time to time (the "Trust Act"). RECITALS: WHEREAS, Fleet Credit Card Funding, LLC (the "Company"), was formed as a Delaware limited liability company on November 15, 2001, by Fleet Bank (RI), National Association, a national banking association (together with any successor in interest by merger or otherwise, the "Bank"), as the sole equity member of the Company (the "Original Member"), pursuant to the Delaware Limited Liability Company Act, 6 Del. C. " 18-101, et seq., as amended from time to time (the "LLC Act"); WHEREAS, on March 28, 2002, pursuant to that certain Assignment of Limited Liability Company Interest and Amendment to Amended and Restated Limited Liability Company Agreement of the Company, (i) the Original Member transferred all of its limited liability company interest in the Company as a member of the Company to Fleet Credit Card, (ii) the Original Member resigned from the Company as a member of the Company, and (iii) Fleet Credit Card was admitted to the Company as the sole equity member of the Company (the "Member"); WHEREAS, on the date hereof, by written consent, the Member and all of the members of the board of directors of the Company approved the conversion of the Company to a Delaware business trust and approved this Agreement; WHEREAS, on the date hereof, the Company has converted to a Delaware business trust pursuant to Section 18-216 of the LLC Act and Section 3820 of the Trust Act, by causing the filing with the Secretary of State of the State of Delaware of a Certificate of Conversion to Business Trust and a Certificate of Trust (the "Conversion"); and WHEREAS, upon the effectiveness of the Conversion, (i) Fleet Credit Card shall become the initial Beneficial Owner, (ii) Wilmington Trust Company shall be appointed as the Resident Trustee, and (iii) each of John Rodehorst, Jeffrey Lipson, Paul V. Stahlin, Jaspreet Mann, Benjamin B. Abedine and Albert J. Fioravanti shall be appointed as a Managing Trustee. -1- ARTICLE I. THE TRUST SECTION 1.1. CONVERSION. (a) Effective as of the time of the Conversion, (i) the limited liability company agreement of the Company, as amended, is replaced and superseded in its entirety by this Agreement in respect of all periods beginning on or after the Conversion, (ii) all of the limited liability company interests in the Company are canceled and Fleet Credit Card is automatically admitted to the Trust as the sole Beneficial Owner, and (iii) the parties hereto are continuing the business of the Company without dissolution in the form of a Delaware business trust governed by this Agreement. In accordance with Section 3820 of the Trust Act, the Trust shall constitute a continuation of the existence of the Company in the form of a Delaware business trust and, for all purposes of the laws of the State of Delaware, shall be deemed to be the same entity as the Company. (b) Upon the effectiveness of the Conversion, all debts, liabilities and duties of the Company shall remain attached to the Trust and may be enforced against the Trust as if said debts, liabilities and duties had been incurred or contracted by the Trust in its capacity as a business trust. Accordingly, effective as of the time of the Conversion, all of the debts, liabilities and duties of the Company under each of the Basic Documents (including, with respect to certain of the Basic Documents, as a substituted party for the Bank) shall remain attached to the Trust. SECTION 1.2. BUSINESS OFFICES. The principal office of the Trust shall be located at 300 N. Wakefield Drive, Suite: DE EH 60002P, Newark, Delaware 19702, and thereafter shall be located at such place or places as the Board of Managing Trustees may designate from time to time. SECTION 1.3. NAME AND NATURE OF TRUST. (a) The name of the Trust created hereby is "Fleet Credit Card Funding Trust." It is the intention of the parties hereto that the Trust created hereby be a business trust within the meaning of the Trust Act and that this Agreement constitute the governing instrument of the Trust. Except for tax purposes as provided in Section 1.3(b) below, the Trust shall not be deemed to be a general partnership, limited partnership, joint venture, joint shares company or a corporation. The Trustees are hereby authorized to and shall execute and file (i) a Certificate of Trust pursuant to Section 3810 of the Trust Act, and (ii) a Certificate of Conversion to Business Trust pursuant to Section 3820 of the Trust Act. The Trust's activities shall be conducted and all documents shall be executed under the foregoing name, which name (and the word "Trust" wherever used in this Agreement, except where the context otherwise requires) shall refer to the business trust created hereby as a separate legal entity. Any documents executed by the Company prior to the effective time of the Conversion shall continue as legal, valid and binding agreements of the Trust notwithstanding that such documents were executed in the name of the Company. -2- (b) It is the intention of the parties hereto that, solely for income and franchise tax purposes (i) so long as there is a sole Beneficial Owner, the Trust shall be disregarded and not be treated as an entity separate from its sole Beneficial Owner and (ii) if there is more than one Beneficial Owner, the Trust shall be treated as a partnership, with the assets of the partnership being the assets held by the Trust and the partners of the partnership being the Beneficial Owners. The Trust shall not elect to be treated as an association under Section 301.7701-3(a) of the regulations of the United States Department of the Treasury for federal income tax purposes. The parties hereto agree that, unless otherwise required by appropriate tax authorities, the Trust will file or cause to be filed annual or other necessary returns, reports and other forms consistent with the characterization of the Trust as provided in the second preceding sentence for such tax purposes. (c) All legal and equitable title to all Trust Assets shall be vested at all times in the Trust as a separate legal entity. SECTION 1.4. PURPOSES AND POWERS. (a) The sole purposes for which the Trust is created are to engage exclusively in the following activities: (i) to execute and deliver, and to perform its obligations under, a Receivables Purchase Agreement with the Bank, dated as of January 1, 2002, as amended by Amendment Number 1 thereto (the Receivables Purchase Agreement, as so amended, and as from time to time further amended, supplemented or otherwise modified, the "Purchase Agreement"), to purchase or otherwise acquire assets from the Bank, to execute and deliver and to perform its obligations under, any amendments and/or supplements, including any supplemental conveyances relating to the Purchase Agreement, and to engage in any activities necessary, appropriate or convenient in connection with the rights and obligations of the Trust under the Purchase Agreement and in connection with the acquisition of assets from the Bank and to authorize, execute, deliver and perform any other agreement, notice or document, in connection with, relating to or contemplated by the Purchase Agreement or the acquisition of assets from the Bank; (ii) to purchase, acquire, own, hold, sell, dispose of, endorse, transfer, assign, pledge and finance the Purchased Assets (as defined in the Purchase Agreement) including, without limitation, to grant a security interest in the Purchased Assets; (iii) to engage in any activities necessary to hold, receive, exchange, sell, transfer, otherwise dispose of and otherwise deal in and exercise all rights, powers, privileges, and all other incidents of ownership or possession with respect to, all of the Trust's property, including without limitation, the Purchased Assets and any property or interest which may be acquired by the Trust as a result -3- of any distribution in respect of the Purchased Assets and any property received by the Trust as a contribution from the Bank, prior to the Conversion, or from a Beneficial Owner; (iv) to execute and deliver, and to incur debt and other obligations and perform its obligations under, a Revolving Credit Agreement with the Bank, dated as of January 1, 2002, as amended by Amendment Number 1 thereto (as such may be further amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), to execute and deliver, and to perform its obligations under, any amendments or supplements relating to the Credit Agreement, and to engage in any activities necessary, appropriate or convenient, and to authorize, execute, deliver and perform any other agreement, notice or document, in connection with, relating to or contemplated by the Credit Agreement; (v) to execute and deliver, and to perform its obligations under, an Amended and Restated Pooling and Servicing Agreement, dated as of January 1, 2002, by and among the Company, as Transferor, the Bank, as Servicer, and Bankers Trust Company (the "Master Trust Trustee") with respect to the Fleet Credit Card Master Trust II (the "Master Trust"), as amended by Amendment Number 1 thereto (as such may be further amended, supplemented or otherwise modified from time to time, the "Pooling and Servicing Agreement") and under each Series Supplement thereto; (vi) to execute and deliver, and to perform its obligations under, Transfer and Administration Agreements each originally entered into by and between the Bank as Transferor and Administrator and a separate Delaware business trust for each of which Wilmington Trust Company acts as owner trustee (each such agreement as it may be amended, supplemented or otherwise modified from time to time, a "Transfer Agreement"); (vii) to execute and deliver, and to perform its obligations under, Trust Agreements each of which relates to a separate Delaware business trust and each of which was originally entered into by and between the Bank as Transferor and Wilmington Trust Company, as owner trustee (each such agreement as it may be amended, supplemented or otherwise modified from time to time, an "Owner Trust Agreement"); (viii) to execute and deliver, and to perform its obligations under, the Pooling and Servicing Agreement, to sell or otherwise transfer all or any of the Purchased Assets to the Master Trust Trustee in connection therewith, to execute Trust Obligations issued under the Pooling and Servicing Agreement and any Series Supplements, to execute and deliver, and to perform its obligations under, any amendments, supplements, assignments, reassignments or reconveyances of receivables and other assets related to the Pooling and Servicing Agreement, to provide for the issuance of additional series of Trust -4- Obligations under the Pooling and Servicing Agreement and to execute, deliver and perform its obligations under each additional Series Supplement and other documents related to the issuance of Trust Obligations and to engage in any activities necessary, appropriate or convenient, and to authorize, execute, deliver and perform any other agreement, notice or document, in connection with or relating to the Master Trust or Trust Obligations or relating to or contemplated by the Pooling and Servicing Agreement and the Series Supplements thereto; (ix) to execute and deliver, and to perform its obligations under, any amendments or supplements related to the Transfer Agreements and Owner Trust Agreements, and to engage in any activities necessary, appropriate or convenient, and to authorize, execute, deliver and perform any other agreement, notice or document, in connection with, relating to or contemplated by the Transfer Agreements and the Owner Trust Agreements; (x) to acquire, hold, enjoy, sell or otherwise transfer and grant rights in all of the rights and privileges of any certificate, interest or other indicia of beneficial ownership issued by the Master Trust or any other Person pursuant to any trust agreement, purchase agreement, pooling and servicing agreement, indenture or other document and transfer such certificate, interest or other indicia of beneficial ownership interest to another Person; (xi) to prepare and file with the Securities and Exchange Commission and to execute the Registration Statement on Form S-3 or other appropriate form, including the prospectus and the exhibits included therein, and pre-effective or post-effective amendments thereto and any registration statements filed subsequent thereto under Rule 462(b) promulgated under the Securities Act (collectively, the "Registration Statement"). (xii) to engage in any activities necessary, appropriate or convenient, and to authorize, execute, deliver and perform the Basic Documents and any other agreement, notice or document, in connection with or relating to the activities described above, including the filing of any notices, applications, financing statements, and other documents necessary, advisable or convenient to comply with any applicable laws, statutes, rules and regulation; (xiii) to acquire, own, hold, sell, transfer, service, convey, safekeep, dispose of, pledge, assign, borrow money against, finance, refinance or otherwise deal with, publicly or privately issued asset backed securities and whether with unrelated third parties or with affiliated entities; and (xiv) to engage in any lawful act or activity and to exercise any powers permitted to business trusts under the laws of the State of Delaware that are related or incidental to and necessary, convenient or advisable for the accomplishment of the above-mentioned purposes (including the entering into of underwriting agreements, interest rate or basis swap, cap, floor or collar agreements, -5- currency exchange agreements or similar hedging transactions and referral, management, servicing and administration agreements). (b) The Trust, and any Managing Trustee or Officer on behalf of the Trust, may enter into and perform the Basic Documents and all documents, agreements, certificates, assignments, reassignments, amendments, supplements or financing statements contemplated thereby or related thereto, all without any further act, vote or approval of any Beneficial Owner, Trustee, Officer or other Person notwithstanding any other provision of this Agreement, the Trust Act or applicable law, rule or regulation. The foregoing authorization shall not be deemed a restriction on the powers of any Managing Trustee or Officer to enter into other agreements on behalf of the Trust. Except where expressly required herein to the contrary, any individual Managing Trustee may execute and deliver a document as and for the act of all Managing Trustees and the Trust. (c) The Board of Managing Trustees and the Officers of the Trust on behalf of the Trust, (i) shall have and exercise all powers necessary, convenient or incidental to accomplish its purposes as set forth herein and (ii) shall have and exercise all of the powers and rights conferred upon business trusts created pursuant to the Trust Act. ARTICLE II. RESIDENT TRUSTEE SECTION 2.1. RESIDENT TRUSTEE. (a) Initial Resident Trustee. Wilmington Trust Company shall be the initial Resident Trustee, and it shall serve until such time as a qualified successor is appointed by the Board of Managing Trustees in accordance with the terms of this Section 2.1. (b) Powers. The Resident Trustee shall constitute the Trustee required pursuant to Section 3807(a) of the Trust Act and shall have only the rights, obligations, and liabilities specifically provided for herein and in the Trust Act and shall have no implied rights, obligations, or liabilities with respect to the affairs of the Trust. The duties and responsibilities of the Resident Trustee shall be limited solely to (i) acting as agent for purposes of service of process, (ii) the execution, filing, and delivery of all documents and certificates required under the Trust Act and (iii) the maintenance of all records necessary to form and maintain the existence of the Trust under the Trust Act. Notwithstanding any other provision contained herein, unless specifically directed in writing by the Board of Managing Trustees and consented to by the Resident Trustee, the Resident Trustee shall not participate in any decisions relating to, or possess any authority independently to manage or control, the business of the Trust. In no event shall the Resident Trustee have any liability for the acts or omissions of the Managing Trustees, nor shall the Resident Trustee be liable for supervising or monitoring the performance of duties or obligations of the Managing Trustees. The Resident Trustee shall provide prompt notice to the Managing Trustees of its performance of any of the foregoing. The Managing Trustees shall reasonably keep the Resident Trustee informed of any -6- actions taken by the Managing Trustees with respect to the Trust that affect the rights, obligations, or liabilities of the Resident Trustee hereunder or under the Trust Act. (c) Compensation and Expenses of Resident Trustee. The Resident Trustee shall be entitled to receive from the Trust reasonable compensation for its services hereunder, and shall be entitled to be reimbursed by the Trust for reasonable out-of-pocket expenses incurred by the Resident Trustee in the performance of its duties hereunder. Such compensation and reimbursement shall be provided as set forth in that certain Fee and Indemnification Agreement, dated as of the date hereof, by and among the Trust, the Resident Trustee and the Bank, as servicer of the assets of the Trust. So long as any Trust Obligation is outstanding, none of the expenses of the Trust set forth in this Section 2.1(c) shall be payable from amounts allocable to any other Person pursuant to the Basic Documents. (d) Certain Matters With Respect to Resident Trustee. The Resident Trustee shall not be personally liable under any circumstances, except for its own willful misconduct or negligence or bad faith. In particular, but not by way of limitation: (i) The Resident Trustee shall not be personally liable for any error of judgment made in good faith, except to the extent such error of judgment constitutes willful misconduct, negligence or bad faith on its part. (ii) No provision of this Agreement shall require the Resident Trustee to expend or risk its personal funds or otherwise incur any financial liability in the performance of its rights or powers hereunder if the Resident Trustee shall have reasonable grounds for believing that the payment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it. (iii) Under no circumstances shall the Resident Trustee be personally liable for any representation, warranty, covenant, agreement, or indebtedness of the Trust, except for such representations, warranties, covenants, or agreements made by it in connection with performing the functions described in this Section 2.1. (iv) The Resident Trustee shall not be personally responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Managing Trustees. (v) Provided that the Resident Trustee has acted in good faith and in the absence of willful misconduct, negligence and bad faith, the Resident Trustee shall incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond, or other document or paper reasonably believed by the Resident Trustee to be genuine and reasonably believed by the Resident Trustee to be signed by the proper party or parties. The Resident Trustee may accept a certified copy of a resolution of the board of trustees or other governing body of an entity as conclusive evidence that such resolution has been duly adopted by such body on behalf of such entity and that the same is in full force and effect. As to any fact or matter the manner of -7- ascertainment of which is not specifically prescribed herein, the Resident Trustee may for all purposes hereof rely on a certificate, signed by the Managing Trustees, as to such fact or matter, and such certificate shall constitute full protection to the Resident Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon. (vi) In the exercise or administration of the Trust hereunder, the Resident Trustee (a) at the expense of the Trust may act directly or through agents or attorneys pursuant to agreements entered into with any of them, and (b) at the expense of the Trust may consult with counsel, accountants, and other skilled persons to be selected by it in good faith and with due care and employed by it. The Resident Trustee shall not be liable for the default or misconduct of such agents, attorneys, accountants, or other skilled persons selected by the Resident Trustee in good faith and with due care nor shall it be liable for anything done, suggested, suffered, or omitted in good faith by it in accordance with the advice or opinions of such person. (vii) Except as expressly provided in this Section 2.1, in accepting and performing on behalf of the Trust hereby created, the Resident Trustee acts solely as trustee hereunder and not in its individual capacity, and all persons having any claim against the Resident Trustee by reason of the transactions contemplated by this Agreement shall look only to the Trust Assets for payment or satisfaction thereof except to the extent such claim arose by its own willful misconduct, negligence or bad faith in the performance of its duties under this Agreement. (e) Eligibility Requirements for Resident Trustee. The Resident Trustee shall at all times be a corporation satisfying the provisions of Section 3807(a) of the Trust Act; authorized to exercise corporate trust powers; having a combined capital and surplus of at least $5,000,000 and subject to supervision or examination by federal or state authorities; provided, however, the net worth of the parent organization of such corporation satisfying the provisions of Section 3807(a) of the Trust Act shall be included in the determination of the combined capital and surplus of such corporation. If such corporation shall publish reports of condition at least annually pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purpose hereof the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Resident Trustee shall cease to be eligible in accordance with the provisions hereof, the Resident Trustee shall resign immediately in the manner and with the effect specified in the following paragraph. (f) Resignation or Removal of Resident Trustee. The Resident Trustee may at any time resign and be discharged from the trusts hereby created by giving at least sixty (60) days advance written notice thereof to the Beneficial Owners and the Managing Trustees; provided, however, that such resignation shall not become effective unless and until a qualified successor Resident Trustee shall have been appointed by the Board of Managing Trustees. Such appointment shall be by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Resident Trustee and one copy to the successor Resident Trustee. If no successor Resident Trustee shall have been so appointed and have accepted appointment within such sixty (60) day period after the giving -8- of such notice of resignation, the resigning Resident Trustee may apply to the Court of Chancery of the State of Delaware for the appointment of a successor Resident Trustee. In addition, if at any time the Resident Trustee shall cease to be eligible in accordance with the provisions of the preceding paragraph and shall fail to resign after written request therefore by the Board of Managing Trustees, or if at any time the Resident Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Resident Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Resident Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Board of Managing Trustees may remove the Resident Trustee. If the Resident Trustee is removed under the authority of the immediately preceding sentence, the Board of Managing Trustees shall promptly appoint a successor Resident Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Resident Trustee so removed and one copy to the successor Resident Trustee. Written evidence of the qualification and acceptance of election or appointment of a successor Resident Trustee may be filed with the records of the Trust and in such other offices, agencies, or places as the Resident Trustee may deem necessary or desirable. Any successor Resident Trustee appointed hereunder shall promptly file an amendment to the Certificate of Trust with the Secretary of State of the State of Delaware identifying the name and principal place of business of such successor Resident Trustee in the State of Delaware. ARTICLE III. MANAGING TRUSTEES SECTION 3.1. GENERAL. Subject to the express limitations herein, including but not limited to Sections 3.3 and 3.4, the business and affairs of the Trust shall be managed by or under the direction of the Board of Managing Trustees designated by the Beneficial Owner. The Beneficial Owner may determine at any time in its sole and absolute discretion the number of Managing Trustees to constitute the Board. The authorized number of Managing Trustees may be increased or decreased by the Beneficial Owner at any time in its sole and absolute discretion, upon notice to all Managing Trustees, and subject in all cases to this Article III. The number of Managing Trustees on the date hereof shall be six, two of which shall be Independent Trustees. The names of the Managing Trustees who shall serve on the initial Board are: John Rodehorst, Jeffrey Lipson, Paul V. Stahlin, Jaspreet Mann, Benjamin B. Abedine and Albert J. Fioravanti. Benjamin B. Abedine and Albert J. Fioravanti shall serve as the initial Independent Trustees. Each Managing Trustee elected, designated or appointed shall hold office until a successor is elected and qualified or until such Managing Trustee's earlier death, resignation, expulsion or removal. Managing Trustees need not be a Beneficial Owner. If required by the Trust Act, the Trustees shall amend the Certificate of Trust of the Trust to reflect changes in the composition of the Trust's Trustees. SECTION 3.2. SPECIFIC POWERS AND AUTHORITY. -9- (a) Duties. It shall be the duty of the Managing Trustees to discharge (or cause to be discharged) all responsibilities of the Trust under this Agreement, and the Basic Documents to which the Trust is a party and to administer the Trust and the Trust Assets, subject to the terms hereof, including, without limitation, Section 1.4(b). The Managing Trustees shall have no duties other than as specified herein and in the agreements to which the Trust is a party and no implied duties or obligations shall be read into this Agreement. The Managing Trustees shall not manage, control, use, sell, dispose of or otherwise deal with the Trust or any part of the Trust Assets except (i) in accordance with the powers granted pursuant to this Agreement and (ii) in accordance with the agreements to which the Trust is a party. The Managing Trustees shall not take any action that is inconsistent with the purposes of the Trust as provided in Section 1.4. The Board of Managing Trustees may authorize and effect distributions to the Beneficial Owner at such times and in such amounts as they shall deem appropriate provided that no such distribution shall be in contravention of any Basic Documents or cause the Trust not to be solvent. Subject to the express limitations herein, the Managing Trustees shall have the power and authority to do all other actions and things and execute and deliver all instruments incident to the foregoing powers, and to exercise all powers that they deem necessary, useful, or desirable to carry on the purposes of the Trust as provided in Section 1.4 or to carry out the provisions of this Agreement, even if such powers are not specifically provided for herein. (b) Meeting of the Board of Managing Trustees. The Board of Managing Trustees of the Trust may hold meetings, both regular and special, within or outside the State of Delaware. The Board of Managing Trustees shall hold at least one regular meeting each year. Regular meetings of the Board may be held without notice at such time and at such place as shall from time to time be determined by the Board. Special meetings of the Board may be called by a Managing Trustee on not less than one day's notice to each Managing Trustee by telephone, facsimile, mail, telegram or any other means of communication. (c) Quorum: Acts of the Board. At all meetings of the Board, a majority of the Managing Trustees shall constitute a quorum for the transaction of business and, except as otherwise provided in any other provision of this Agreement, the act of a majority of the Managing Trustees present at any meeting at which there is a quorum shall be the act of the Board. If a quorum shall not be present at any meeting of the Board, the Managing Trustees present at such meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. Any action required or permitted to be taken at any meeting of the Board or of any committee thereof may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee, as the case may be. (d) Electronic Communications. Members of the Board, or any committee designated by the Board, may participate in meetings of the Board, or any committee, by means of telephone conference or similar communications equipment that allows all Persons participating in the meeting to hear each other, and such participation in a meeting shall constitute presence in person at the meeting. If all the participants are participating by telephone conference or similar communications equipment, the meeting shall be deemed to be held at the principal place of business of the Trust. -10- (e) Committees of Managing Trustees. (i) The Board may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the Managing Trustees of the Trust. The Board may designate one or more Managing Trustees as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. (ii) In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such members constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member. (iii) Any such committee, to the extent provided in the resolution of the Board, and subject to, in all cases, Sections 1.4, 3.3, and 3.4 shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Trust. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board. Each committee shall keep regular minutes of its meetings and report the same to the Board when required. (f) Compensation of Managing Trustees; Expenses. The Board shall have the authority to fix the compensation of Managing Trustees. The Managing Trustees may be paid their expenses, if any, of attendance at meetings of the Board, which may be a fixed sum for attendance at each meeting of the Board or a stated salary as Managing Trustee. No such payment shall preclude any Managing Trustee from serving the Trust in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings. (g) Removal of Managing Trustees. Unless otherwise restricted by law, and subject to Sections 3.3 and 3.4, any Managing Trustee or the entire Board of Managing Trustees may be removed or expelled, with or without cause, at any time by the Beneficial Owner, and, any vacancy caused by any such removal or expulsion may be filled by action of the Beneficial Owner. (h) Managing Trustees as Agents. To the extent of their powers set forth in this Agreement and subject to Sections 3.3 and 3.4, the Managing Trustees are agents of the Trust for the purpose of the Trust's business, and the actions of the Managing Trustees taken in accordance with such powers set forth in this Agreement shall bind the Trust. Except as provided in this Agreement or in a resolution of the Managing Trustees, a Managing Trustee may not bind the Trust. SECTION 3.3. RESTRICTIONS. (a) This Section 3.3 is being adopted in order to comply with certain provisions required -11- in order to qualify the Trust as a "special purpose" entity. (b) No Beneficial Owner or Managing Trustee shall, so long as any Trust Obligation is outstanding, amend, alter, change or repeal the definition of "Independent Trustee," the definition of "Material Action," or Sections 1.4, 3.1, 3.2, 3.3, 3.4, 4.1, 6.4, 7.1, 8.1, 8.2 or Schedule A of this Agreement without the unanimous written consent of the Board (including all Independent Trustees). Subject to this Section 3.3, the Beneficial Owners and the Managing Trustees reserve the right to amend, alter, change or repeal any provisions contained in this Agreement in accordance with Section 7.1. (c) Notwithstanding any other provision of this Agreement and any provision of law that otherwise so empowers the Trust, the Beneficial Owner, the Board, any Officer or any other Person, neither the Beneficial Owner nor the Board nor any Officer nor any other Person shall be authorized or empowered, nor shall they cause the Trust, without the prior unanimous written consent of the Beneficial Owner and all members of the Board (including all Independent Trustees), to take any Material Action, provided, however, that the Board may not vote on, or authorize the taking of, any Material Action, unless there are at least two Independent Trustees then serving in such capacity. (d) The Board and the Beneficial Owner shall cause the Trust to do or cause to be done all things necessary to preserve and keep in full force and effect its existence, rights (charter and statutory) and franchises; provided, however, that the Trust shall not be required to preserve any such right or franchise if: (1) the Board shall determine that the preservation thereof is no longer desirable for the conduct of its business and that the loss thereof is not disadvantageous in any material respect to the Trust and (2) the Rating Agency Condition is satisfied. The Board also shall cause the Trust to: (i) maintain its own separate office, books and records and bank accounts; (ii) at all times hold itself out to the public and all other Persons as a legal entity separate from the Beneficial Owner, the Bank and any other Person; (iii) have a Board of Managing Trustees separate from that of the Beneficial Owner, the Bank and any other Person; (iv) file its own tax returns, if any, as may be required under applicable law, to the extent (1) not part of a consolidated group filing a consolidated return or returns or (2) not treated as a division for tax purposes of another taxpayer, and pay any taxes so required to be paid under applicable law; (v) except as contemplated by the Basic Documents, not commingle its assets with assets of any other Person; -12- (vi) conduct its business in its own name and strictly comply with all organizational formalities to maintain its separate existence; (vii) maintain separate financial statements and prepare and maintain its financial records in accordance with generally accepted accounting principles; (viii) pay its own liabilities only out of its own funds; (ix) maintain an arm's length relationship with the Bank, its other Affiliates and the Beneficial Owner; (x) pay the salaries of its own employees, if any; (xi) not hold out its credit or assets as being available to satisfy the obligations of others; (xii) allocate fairly and reasonably any overhead for shared office space; (xiii) use separate stationery, invoices and checks; (xiv) except as contemplated by the Basic Documents, not pledge its assets for the benefit of any other Person; (xv) correct any known misunderstanding regarding its separate identity; (xvi) maintain adequate capital in light of its contemplated business purpose, transactions and liabilities; provided, however, that, as of the date of any fiscal quarter, the capital of the Trust shall be at least equal to 2% of the total assets of the Trust; (xvii) cause its Board of Managing Trustees to meet at least annually or act pursuant to written consent and keep minutes of such meetings and actions and observe all other Delaware business trust formalities; (xviii) not acquire any securities of the Beneficial Owner; and (xix) cause the Managing Trustees, Officers, agents and other representatives of the Trust to act at all times with respect to the Trust consistently and in furtherance of the foregoing and in the best interests of the Trust. Failure of the Trust, or the Beneficial Owner or Board on behalf of the Trust, to comply with any of the foregoing covenants or any other covenants contained in -13- this Agreement shall not affect the status of the Trust as a separate legal entity or the limited liability of the Beneficial Owner. (e) So long as any Trust Obligation is outstanding, the Board shall not cause or permit the Trust to: (i) except as contemplated by the Basic Documents, guarantee any obligation of any Person, including any Affiliate; (ii) engage, directly or indirectly, in any business other than the actions required or permitted to be performed under Section 1.4, the Basic Documents or this Section 3.3; (iii) incur, create or assume any indebtedness other than as expressly permitted under the Basic Documents; (iv) make or permit to remain outstanding any loan or advance to, or own or acquire any stock or securities of, any Person, except that the Trust may invest in those investments permitted under the Basic Documents and may make any advance required or expressly permitted to be made pursuant to any provisions of the Basic Documents and permit the same to remain outstanding in accordance with such provisions; (v) to the fullest extent permitted by law, engage in any dissolution, liquidation, consolidation, merger, asset sale or transfer of beneficial interests other than such activities as are expressly permitted pursuant to any provision of the Basic Documents; or (vi) form, acquire or hold any subsidiary (whether corporate, partnership, limited liability company or other). SECTION 3.4. INDEPENDENT TRUSTEES. As long as any Trust Obligation is outstanding, the Beneficial Owner shall cause the Trust at all times to have at least two Independent Trustees who will be appointed by the Beneficial Owner. To the fullest extent permitted by law, the Independent Trustees shall consider only the interests of the Trust, including its respective creditors, in acting or otherwise voting on the matters referred to in Section 3.3(c). No resignation or removal of an Independent Trustee, and no appointment of a successor Independent Trustee, shall be effective until such successor shall have accepted his or her appointment as an Independent Trustee by a written instrument. In the event of a vacancy in the position of Independent Trustee, the Beneficial Owner shall, as soon as practicable, appoint a successor Independent Trustee. All right, power and authority of the Independent Trustees shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in this Agreement. Except as provided in the second sentence of this Section 3.4, in -14- exercising their rights and performing their duties under this Agreement, any Independent Trustee shall have a fiduciary duty of loyalty and care similar to that of a director of a business corporation organized under the General Corporation Law of the State of Delaware. No Independent Trustee shall at any time serve as trustee in bankruptcy for any Affiliate of the Trust. SECTION 3.5. REPORTS. (a) Within 60 days after the end of each fiscal quarter, the Board shall cause to be prepared an unaudited report setting forth as of the end of such fiscal quarter: (i) unless such quarter is the last fiscal quarter, a balance sheet of the Trust; and (ii) unless such quarter is the last fiscal quarter, an income statement of the Trust for such fiscal quarter. (b) The Board shall use diligent efforts to cause to be prepared and mailed to the Beneficial Owner, within 90 days after the end of each fiscal year, an audited or unaudited report setting forth as of the end of such fiscal year: (i) a balance sheet of the Trust; (ii) an income statement of the Trust for such fiscal year; and (iii) a statement of the Beneficial Owner's capital account. (c) The Board shall, after the end of each fiscal year, use reasonable efforts to cause the Trust's independent accountants, if any, to prepare and transmit to the Beneficial Owner as promptly as possible any such tax information as may be reasonably necessary to enable the Beneficial Owner to prepare its federal, state and local income tax returns relating to such fiscal year. SECTION 3.6. OFFICERS. (a) Officers. The Officers of the Trust shall be designated by the Board and shall consist of at least a President, a Secretary and a Treasurer. The Board of Managing Trustees may also choose one or more Vice Presidents, Assistant Secretaries and Assistant Treasurers. Any additional or successor Officers of the Trust shall be chosen by the Board. Any number of offices may be held by the same person. The Board may appoint such other Officers and agents as it shall deem necessary or advisable who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board. The salaries of all Officers and agents of the Trust shall be fixed by or in the manner prescribed by the Board. The Officers of the Trust shall hold office until their successors are chosen and qualified. Any Officer may be removed at any time, with or without cause, by the affirmative vote of a majority of the Board. Any vacancy occurring in any office of the Trust shall be filled by the Board. The Officers designated by the Board on the date hereof are listed on Schedule B hereto. -15- (b) President. The President shall be the chief executive officer of the Trust, shall preside at all meetings of the Board, shall be responsible for the general and active management of the business of the Trust and shall see that all orders and resolutions of the Board are carried into effect. The President or any other Officer authorized by the President or the Board shall execute all Trust Obligations, bonds, notes, mortgages and other contracts, except: (i) where required or permitted by law or this Agreement to be otherwise signed and executed, including Section 1.4(b); (ii) where signing and execution thereof shall be expressly delegated by the Board to some other Officer of the Trust, and (iii) as otherwise permitted in Section 3.6(c). (c) Vice President. In the absence of the President or in the event of the President's inability to act, the Vice President, if any (or in the event there be more than one Vice President, the Vice Presidents in the order designated by the Managing Trustees, or in the absence of any designation, then in the order of their election), shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice Presidents, if any, shall perform such other duties and have such other powers as the Board may from time to time prescribe. (d) Secretary and Assistant Secretary. The Secretary shall be responsible for filing legal documents and maintaining records for the Trust. The Secretary shall attend all meetings of the Board and record all the proceedings of the meetings of the Trust and of the Board in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The Secretary shall give, or shall cause to be given, notice of all meetings of the Beneficial Owner, if any, and meetings of the Board, and shall perform such other duties as may be prescribed by the Board or the President, under whose supervision the Secretary shall serve. The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Board (or if there be no such determination, then in order of their election), shall, in the absence of the Secretary or in the event of the Secretary's inability to act, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board may from time to time prescribe. (e) Treasurer and Assistant Treasurer. The Treasurer shall have the custody of the Trust funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Trust and shall deposit all moneys and other valuable effects in the name and to the credit of the Trust in such depositories as may be designated by the Board. The Treasurer shall disburse the funds of the Trust as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the President and to the Board, at its regular meetings or when the Board so requires, an account of all of the Treasurer's transactions and of the financial condition of the Trust. The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in the order determined by the Board (or if there be no such determination, then in the order of their election), shall, in the absence of the Treasurer or in the event of the Treasurer's inability to act, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board may from time to time prescribe. (f) Officers as Agents. The Officers, to the extent of their powers set forth in this Agreement or otherwise vested in them by action of the Board not inconsistent with this Agreement, -16- are agents of the Trust for the purpose of the Trust's business and, subject to Section 3.3, the actions of the Officers taken in accordance with such powers shall bind the Trust. (g) Duties of Board and Officers. Except to the extent otherwise provided herein, each Managing Trustee and Officer shall have a fiduciary duty of loyalty and care similar to that of directors and officers of business corporations organized under the General Corporation Law of the State of Delaware. ARTICLE IV. BENEFICIAL INTERESTS IN THE TRUST SECTION 4.1. BENEFICIAL INTERESTS. (a) A Beneficial Interest Certificate, in the form of Exhibit A attached hereto, will represent an exclusive, undivided beneficial interest in the Trust. All Beneficial Interest Certificates issued hereunder shall be fully paid and nonassessable. Every Beneficial Owner, by virtue of having purchased or otherwise acquired a Beneficial Interest Certificate, shall be deemed to have expressly consented and agreed to be bound by the terms of this Agreement. No certificates certifying the ownership of Beneficial Interest Certificates need be issued except as the Board of Managing Trustees otherwise determine from time to time. The ownership of Beneficial Interest Certificates shall be recorded by the Secretary in the books of the Trust, which shall be conclusive as to who are the Beneficial Owners. The Board of Managing Trustees is authorized to issue a replacement Beneficial Interest Certificate for any Beneficial Interest Certificate which has been lost, stolen or destroyed. (b) In the event of any voluntary or involuntary liquidation, dissolution, or winding up of, or any distribution of the assets of, the Trust, each Beneficial Owner shall be entitled to receive, after paying or making reasonable provision for the creditors of the Trust as set forth in Section 3808(e) of the Trust Act, ratably with each other Beneficial Owner, that portion of the Trust Assets available for distribution to the Beneficial Owners that represents the same percentage ownership as the Beneficial Interest Certificates held by such Beneficial Owner represents in the Trust. (c) All Beneficial Interest Certificates shall be personal property entitling the Beneficial Owner only to those rights provided in this Agreement. The legal and equitable ownership of the Trust Assets is vested exclusively in the Trust as herein provided, and the Beneficial Owners shall have no interest therein other than the beneficial interest in the Trust conferred by their Beneficial Interest Certificates and shall have no right to compel any partition, division, dividend, or distribution of the Trust or any of the Trust Assets. The death, dissolution or termination of a Beneficial Owner shall not, in and of itself, terminate the Trust or give such Beneficial Owner's legal representative or successor any rights against other Beneficial Owners, the Trustees or the Trust Assets, except the right, exercised in accordance with 4.1(a) above, to receive a new Beneficial Interest Certificate in exchange for the certificate held by such deceased, dissolved or terminated -17- Beneficial Owner. Except as specifically provided in this Agreement, the Beneficial Owners, by reason of their status as such, shall have no right to participate in or direct the management or control of the business of the Trust or to act for or bind the Trust or any Trustee or otherwise to transact any business on behalf of the Trust. (d) The Beneficial Interest Certificates are freely transferable except as provided in Sections 4.1(e) and 4.1(f) below. (e) No proposed transfer of a Beneficial Interest Certificate shall be effective unless such transfer is exempt from the registration requirements of the Securities Act and any state securities laws and the proposed transferor shall have delivered to the Trust an opinion of counsel to such effect. Such opinion of counsel must be acceptable, as to form, substance, and issuing counsel, to the Board of Managing Trustees. Additionally, the proposed transferee must either (A) provide a certificate to the Trust to the effect that the proposed transferee is not an "employee benefit plan" within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or a "plan" within the meaning of Section 4975(e)(1) of the Code (any such plan or employee benefit plan, a "Plan") and is not directly or indirectly purchasing the Beneficial Interest Certificates on behalf of, as investment manager of, as named fiduciary of, as trustee of, or with assets of a Plan; or (B) provide a certificate to the Trust to the effect that the proposed transferee is acquiring the Beneficial Interest Certificates for its own account and no part of the assets used to acquire the Beneficial Interest Certificates constitute assets of a Plan; or (C) furnish to the Trust an opinion of counsel acceptable to such persons that (i) the proposed transfer will not cause any assets of the Trust to be deemed assets of a Plan, and (ii) the proposed transfer will not give rise to a transaction described in Section 406 of ERISA or Section 4975(c)(1) of the Code for which a statutory or administrative exemption is unavailable. (f) No proposed transfer of a Beneficial Interest Certificate shall be effective if such transfer would result in the Trust having more than 1 Beneficial Owner unless such transfer has been approved by the Board of Managing Trustees. In addition, no entity that constitutes a partnership, grantor trust or S corporation for federal income tax purposes may acquire a Beneficial Interest Certificate if (i) substantially all of the value of the interest of a person owning an interest in such entity would be attributable to the entity's (direct or indirect) interest in the Trust, and (ii) a principal purpose of the use of the tiered arrangement is to permit the Trust to satisfy the 100-person limitation in paragraph (h)(1)(ii) of Section 1.7704-1 of the Treasury Regulations promulgated under the Code. The restriction set forth in this Section 4.1(f) may be modified by the Trust if there is delivered to the Beneficial Owner an opinion of counsel to the effect that the modification would not cause the Trust to be treated as a publicly traded partnership that is taxable as a corporation for federal income tax purposes or registrable as an investment company under the Investment Company Act of 1940, as amended. No proposed transfer or issuance of a Beneficial Interest Certificate, any interest therein, or any financial instrument or contract the value of which is determined by reference to either a Beneficial Interest Certificate or any interest therein, which is otherwise permitted hereunder shall be effective unless and until the Bank has delivered to the Master Trust Trustee a Tax Opinion (as defined in the Pooling and Servicing Agreement) with respect to such transfer or issuance. (g) The Beneficial Owner may assign its interest hereunder with notification to each Rating Agency. -18- (h) Upon the effectiveness of the Conversion, a Managing Trustee shall execute a single Beneficial Interest Certificate and deliver it to Fleet Credit Card. Fleet Credit Card, in its capacity as the holder of the Beneficial Interest Certificate, shall be the sole beneficial owner of the Trust. A Beneficial Interest Certificate shall not entitle its holder to any benefit under this Agreement, or be valid for any purpose, unless the Beneficial Interest Certificate shall be in substantially the form set forth in Exhibit A hereto, and shall be duly executed by a Managing Trustee of the Trust. When a Beneficial Interest Certificate is duly executed by a Managing Trustee and issued in accordance with this Agreement, the Beneficial Interest Certificate will be fully paid, validly issued, non-assessable and entitled to the benefits of this Agreement. ARTICLE V. BENEFICIAL OWNERS SECTION 5.1. MEETINGS OF BENEFICIAL OWNERS. There shall be no annual meetings of the Beneficial Owners. Except as otherwise provided in this Agreement, special meetings of Beneficial Owners may be called by the Managing Trustees on not less than one day's notice to each Beneficial Owner by telephone, facsimile, mail, telegram or any other means of communication. If at any time the Trust does not have Managing Trustees as required by this Agreement, the Officers of the Trust shall promptly call a special meeting of the Beneficial Owners for the election of a successor Managing Trustee or Managing Trustees. Any meeting may be adjourned and reconvened as the Managing Trustees determine. SECTION 5.2. VOTING RIGHTS OF BENEFICIAL OWNERS. (a) The Beneficial Owners shall be entitled to vote only on the matters expressly set forth herein. (b) The holders of not less than a majority in percentage of the interests represented by the Beneficial Interest Certificates shall be a quorum for the transaction of business at a Beneficial Owners' meeting. Any lesser number, however, shall be sufficient for adjournment, and any adjourned session or sessions may be held within ninety (90) days after the date set for the original meeting without the necessity of further notice. Except where a larger vote is required by any provision of this Agreement, and subject to any applicable requirements of law, the holders of a majority in percentage of interests represented by the Beneficial Interest Certificates voted shall decide any question. (c) Any action required or permitted to be taken at any meeting may be taken without a meeting if a consent in writing, setting forth such action, is signed by the holders of a majority in percentage of the interests represented by the Beneficial Interest Certificates (or such larger proportion thereof as shall be required by any express provision of this Agreement) and such consent is filed with the records of the Trust. -19- ARTICLE VI. LIABILITY OF BENEFICIAL OWNERS, TRUSTEES, OFFICERS, EMPLOYEES, AND AGENTS AND TRANSACTIONS BETWEEN THEM AND THE TRUST SECTION 6.1. LIMITATION OF BENEFICIAL OWNER LIABILITY. No Beneficial Owner shall be liable for any debt, claim, demand, judgment, or obligation of any kind of, against or with respect to the Trust by reason of its being a Beneficial Owner, nor shall any Beneficial Owner by reason of its status as such, be subject to any personal liability whatsoever, in tort, contract or otherwise, to any Person in connection with the Trust Assets or the affairs of the Trust. SECTION 6.2. LIMITATION OF TRUSTEE LIABILITY. A Trustee, when acting in such capacity, shall not be personally liable to any Person other than the Trust or a Beneficial Owner for any act, omission, or obligation of the Trust or any Trustee. To the maximum extent that Delaware law in effect from time to time permits limitation of the liability of trustees of a business trust, no Trustee shall be liable to the Trust or to any Beneficial Owner for monetary damages for breach of any duty (including, without limitation, fiduciary duties) as a Trustee, except for acts or omissions of such Trustee that involve actual fraud, willful misconduct, gross negligence (on the part of a Managing Trustee), negligence (on the part of the Resident Trustee) or bad faith in performing its or his duties. Neither the amendment nor repeal of this Section 6.2 nor the adoption or amendment of any other provision of this Agreement inconsistent with this Section 6.2 shall apply to or affect in any respect the applicability of the immediately preceding sentence with respect to any act or failure to act that occurred prior to such amendment, repeal, or adoption. SECTION 6.3. EXPRESS EXCULPATORY CLAUSES IN INSTRUMENTS. Neither the Beneficial Owners nor the Trustees, Officers, employees or agents of the Trust shall be liable under any written instrument creating an obligation of the Trust, and all Persons shall look solely to the Trust Assets for the payment of any claim under or for the performance of that instrument. All such written instruments shall contain an express exculpatory clause to the foregoing effect. The omission of the foregoing exculpatory language from any instrument shall not affect the validity or enforceability of such instrument and shall not render any Beneficial Owner, Trustee, Officer, employee, or agent of the Trust liable thereunder to any third party, nor shall any Trustee, Officer, employee, or agent of the Trust be liable to anyone for such omission. SECTION 6.4. INDEMNIFICATION. (a) Neither the Beneficial Owner nor the Resident Trustee nor the Independent Trustees nor any Officer, Managing Trustee, employee or agent of the Trust nor any employee, representative, agent or Affiliate of the Beneficial Owner, the Resident Trustee or the Independent Trustees (collectively, the "Covered Persons") shall be liable to the Trust or any other Person who has an interest in or claim against the Trust for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Trust and in a manner reasonably believed to be within the scope of the authority conferred on such Covered -20- Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person's gross negligence (or negligence with respect to the Resident Trustee) or willful misconduct. (b) To the fullest extent permitted by applicable law, a Covered Person shall be entitled to indemnification from the Trust for any loss, damage or claim incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Trust and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by this Agreement, except that no Covered Person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Covered Person by reason of such Covered Person's gross negligence (or negligence with respect to the Resident Trustee) or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 6.4 by the Trust shall be provided out of and to the extent of Trust Assets only, and the Beneficial Owner shall not have personal liability on account thereof; and provided further, that so long as any Trust Obligation is outstanding, no indemnity payment from funds of the Trust (as distinct from funds from other sources, such as insurance) of any indemnity under this Section 6.4 shall be payable from amounts allocable to any other Person pursuant to the Basic Documents. (c) To the fullest extent permitted by applicable law, expenses (including legal fees) incurred by a Covered Person defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Trust prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Trust of an undertaking by or on behalf of the Covered Person to repay such amount if it shall be determined that the Covered Person is not entitled to be indemnified as authorized in this Section 6.4. (d) To the extent that, at law or in equity, a Covered Person has duties (including fiduciary duties) and liabilities relating thereto to the Trust or to any other Covered Person that is a party to or is otherwise bound by this Agreement, a Covered Person acting under this Agreement shall not be liable to the Trust or to any such other Covered Person for its good faith reliance on the provisions of this Agreement or any such approval or authorization granted by the Trust or any other Covered Person. The provisions of this Agreement, to the extent that they restrict the duties and liabilities of a Covered Person otherwise existing at law or in equity, are agreed by the Beneficial Owner to replace such other duties and liabilities of such Covered Person. (e) So long as any Trust Obligation is outstanding, no expense of the Trust shall be payable from amounts allocable to any other Person pursuant to the Basic Documents. (f) The indemnification contained in this Section 6.4 shall survive (i) the termination of the Trust to the extent allowed by law and (ii) any resignation or removal of any Trustee. ARTICLE VII. AMENDMENTS; REORGANIZATION; MERGER, ETC. -21- SECTION 7.1. AMENDMENTS. (a) Subject to Sections 3.3 and 3.4 and to the extent not inconsistent herewith, the Board of Managing Trustees may at any time amend this Agreement in writing to reflect: (a) a change to effect or maintain the qualification of the Trust; (b) a change in the name of the Trust or the location of the principal place of business of the Trust; (c) a change that is (i) of an inconsequential nature and does not adversely affect the Beneficial Owners or the holders of any Trust Obligation in any material respect; (ii) necessary or desirable to cure any ambiguity, to correct or supplement any provision of this Agreement that would be inconsistent with any other provisions of this Agreement, or to make any other provision with respect to matters or questions arising under this Agreement that will not be inconsistent with the provisions of this Agreement; (iii) necessary or desirable to satisfy any requirements, conditions or guidelines contained in any opinion, directive, order, ruling, or regulation of any federal, state, or local agency or contained in any federal, state, or local law; or (iv) required or contemplated by this Agreement; or (d) any other amendments similar to the foregoing. Subject to Section 3.3, other amendments to this Agreement require the recommendation of the Board of Managing Trustees and the affirmative vote of Beneficial Owners holding Beneficial Interest Certificates representing not less than two-thirds (2/3) of the beneficial interests in the Trust. Notwithstanding the foregoing, no rights or powers afforded to the Resident Trustee hereunder shall be modified, and no additional obligation or duty shall be imposed on the Resident Trustee, without its prior written consent. The Board of Managing Trustees shall forward copies of all amendments to the Resident Trustee as soon as practicable following the date of such amendment. (b) Notwithstanding anything to the contrary in this Agreement, so long as any Trust Obligation is outstanding, this Agreement may not be modified, altered, supplemented or amended unless the Rating Agency Condition is satisfied, except to cure any ambiguity. (c) Subject to the terms hereof, the Certificate of Trust shall be subject to amendment or other modification by the Trustees in accordance with the provisions of the Trust Act. ARTICLE VIII. DURATION AND TERMINATION OF TRUST SECTION 8.1. DURATION OF TRUST. The Trust shall continue perpetually unless terminated pursuant to Section 8.2 hereof or pursuant to any applicable provision of the Trust Act. SECTION 8.2. TERMINATION OF TRUST. -22- (a) Subject to the restrictions on termination set forth in Section 3.3 and provided there are no amounts owed by the Trust under any Basic Document, the Trust may be dissolved by the affirmative vote of Beneficial Owners holding not less than two-thirds (2/3) of the Beneficial Interest Certificates. Upon the dissolution of the Trust: (i) The Trust shall carry on no business except for the purpose of winding up its affairs. (ii) The Managing Trustees shall proceed to wind up the affairs of the Trust and all of the powers of the Trustees under this Agreement shall continue, including the powers to fulfill or discharge the Trust's contracts, collect its assets, sell, convey, assign, exchange, transfer, or otherwise dispose of all or any part of the remaining Trust Assets to one or more Persons at public or private sale for consideration that may consist in whole or in part of cash or other property of any kind, discharge or pay its liabilities to creditors as provided in Section 3808(e) of the Trust Act, and do all other acts appropriate to liquidate its business. (b) After dissolution of the Trust, the liquidation of its business, the satisfaction of its creditors as provided in the Trust Act, and the distribution to the Beneficial Owners as herein provided, a majority of the Managing Trustees shall cause to be executed and filed with the Trust's records, the Secretary of State of the State of Delaware, and elsewhere as the Managing Trustees determine to be necessary or appropriate, a certificate of cancellation and such other documents as may be required by law certifying that the Trust has been duly terminated, and the Trustees shall be discharged from all liabilities and duties hereunder, and the rights and interests of all Beneficial Owners shall cease provided that the indemnities of Section 6.4 hereof shall survive to the extent allowed by law. (c) Notwithstanding any other provision of this Agreement, the Bankruptcy of the Beneficial Owner shall not, in and of itself, result in the termination or dissolution of the Trust. ARTICLE IX. MISCELLANEOUS SECTION 9.1. GOVERNING LAW. This Agreement is executed by the Beneficial Owner and the undersigned Trustees with reference to the laws of the State of Delaware, and the rights of all parties and the validity, construction, and effect of every provision hereof shall be subject to and construed according to the laws of the State of Delaware without regard to conflicts of law provisions thereof, provided, however, that the Trustees and Beneficial Owners intend that the provisions hereof shall control over any contrary or limiting statutory or common law of the State of Delaware (other than the Trust Act) and that, to the maximum extent permitted by applicable law, there shall not be applicable to the Trust, the Trustees, or this Agreement any provision of the laws (statutory or common) of the State of Delaware (other than the Trust Act) pertaining to trusts that relate to or regulate in a manner inconsistent with the terms hereof: (i) the filing with any court or governmental body or agency of trustee accounts or schedules of trustee fees and charges, -23- (ii) affirmative requirements to post bonds for trustees, officers, agents, or employees of a trust, (iii) the necessity for obtaining court or other governmental approval concerning the acquisition, holding, or disposition of real or personal property, (iv) fees or other sums payable to trustees, officers, agents, or employees of a trust, (v) the allocation of receipts and expenditures between income and principal, (vi) restrictions or limitations on the permissible nature, amount, or concentration of trust investments or requirements relating to the titling, storage, or other manner of holding of trust assets, or (vii) the establishment of fiduciary or other standards or responsibilities or limitations on the acts or powers of trustees that are inconsistent with the limitations on liability or authorities and powers of the Trustees set forth or referenced in this Agreement. Sections 3540 and 3561 of Title 12 of the Delaware Code shall not apply to the Trust. Subject to all of the terms and provisions of this Agreement (i) the Trust shall be of the type commonly called a "business trust," and without limiting the provisions hereof, the Trust may exercise all powers that are ordinarily exercised by such a trust under Delaware law and (ii) the Trust specifically reserves the right to exercise any of the powers or privileges afforded to business trusts, and the absence of a specific reference herein to any such power, privilege, or action shall not imply that the Trust may not exercise such power or privilege or take such action. SECTION 9.2. RELIANCE BY THIRD PARTIES. Any certificate shall be final and conclusive as to any Persons dealing with the Trust if executed by an individual who, according to the records of the Trust, appears to be an Officer of the Trust or a Trustee, and if certifying to (a) the number or identity of Trustees, Officers of the Trust, or Beneficial Owners, (b) the due authorization of the execution of any document; (c) the action or vote taken, and the existence of a quorum, at a meeting of Trustees or Beneficial Owners; (d) the action or vote taken by written instrument without a meeting; (e) a copy of this Agreement as a true and complete copy as then in force; (f) an amendment to this Agreement; (g) the termination of the Trust; or (h) the existence of any fact or facts that relate to the affairs of the Trust. No purchaser, lender, transfer agent, or other Person shall be bound to make any inquiry concerning the validity of any transaction purporting to be made on behalf of the Trust by the Trustees or by any Officer or agent of the Trust. SECTION 9.3. PROVISIONS HELD INVALID OR UNENFORCEABLE. If any provision of this Agreement shall be held invalid or unenforceable in any jurisdiction, such holding shall not in any manner affect or render invalid or unenforceable such provision in any other jurisdiction or any other provision of this Agreement in any jurisdiction. SECTION 9.4. CONSTRUCTION. In this Agreement, unless the context otherwise requires, words used in the singular or in the plural include both the plural and singular, and words denoting any gender include all genders. The title and headings of different parts of this Agreement are inserted for convenience and shall not affect the meaning, construction, or effect of this Agreement. SECTION 9.5. COUNTERPARTS. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. -24- SECTION 9.6. NON-PETITION COVENANT. To the fullest extent permitted by applicable law, each Managing Trustee and the Resident Trustee and each Beneficial Owner, by accepting its Beneficial Interest Certificate, hereby covenants and agrees that it will not at any time institute against the Trust, or join in any institution against the Trust of, any bankruptcy proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Basic Documents, this Agreement, or any of the documents or agreements related to this Agreement. SECTION 9.7. SUCCESSORS AND ASSIGNS. All covenants and agreements contained herein shall be binding upon, and inure to the benefit of, each of the parties hereto and its successors and permitted assigns. SECTION 9.8. OTHER BUSINESS. The Beneficial Owner, the Trustees and any Affiliate of the Beneficial Owner or the Trustees may engage in or possess an interest in other business ventures of every kind and description, independently or with others. The Trust shall not have any rights in or to such independent ventures or the income or profits therefrom by virtue of this Agreement. SECTION 9.9. TRUST ASSETS. Except as otherwise expressly provided in this Agreement, to the fullest extent permitted by law, the Beneficial Owner hereby irrevocably waives any right or power that such Person might have to cause the Trust or any of its assets to be partitioned, to cause the appointment of a receiver for all or any portion of the assets of the Trust, to compel any sale of all or any portion of the assets of the Trust pursuant to any applicable law or to file a complaint or to institute any proceeding at law or in equity to cause the dissolution, liquidation, winding up or termination of the Trust. The Beneficial Owner shall not have any interest in any specific assets of the Trust, and the Beneficial Owner shall not have the status of a creditor with respect to any distribution pursuant hereto. The interest of the Beneficial Owner in the Trust is personal property. [SIGNATURE PAGES FOLLOW] -25- IN WITNESS WHEREOF, the undersigned have duly executed this Agreement as of the day and year first above written. FLEET CREDIT CARD SERVICES, L.P., as Beneficial Owner By: Fleet Credit Card Holdings, Inc., its general partner By: /s/ Paul V. Stahlin -------------------------------- Name: Paul V. Stahlin Title: Executive Vice President, Chief Financial Officer and Treasurer WILMINGTON TRUST COMPANY, as Resident Trustee By: /s/ Kathleen A. Pedelini ------------------------------------------------- Name: Kathleen A. Pedelini Title: Administrative Account Manager By: /s/ John Rodhorst -------------------------------------------------- John Rodehorst, as Managing Trustee By: /s/ Jeffrey Lipson -------------------------------------------------- Jeffrey Lipson, as Managing Trustee By: /s/ Paul V. Stahlin -------------------------------------------------- Paul V. Stahlin, as Managing Trustee By: /s/ Jaspreet Mann -------------------------------------------------- Jaspreet Mann, as Managing Trustee By: /s/ Benamin B. Abedine -------------------------------------------------- Benjamin B. Abedine, as Independent Trustee By: /s/ Albert J. Fioravanti -------------------------------------------------- Albert J. Fioravanti, as Independent Trustee -26- EXHIBIT A Form of Certificate of Beneficial Interest [Exhibit Begins Next Page] EXHIBIT A FORM OF BENEFICIAL INTEREST CERTIFICATE THIS BENEFICIAL INTEREST CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS BENEFICIAL INTEREST CERTIFICATE WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND THE REGISTRATION OR QUALIFICATION REQUIREMENTS OF APPLICABLE STATE SECURITIES LAWS AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION 4.1 OF THE TRUST AGREEMENT REFERRED TO HEREIN. BENEFICIAL INTEREST CERTIFICATE 100 % Beneficial Interest This certifies that Fleet Credit Card Services, L.P. is the registered owner of the above indicated beneficial interest in Fleet Credit Card Funding Trust (the "Trust"), a Delaware business trust organized and existing under the Delaware Business Trust Act, Title 12, Chapter 38 of the Delaware Code, 12 Del. Code " 3801, et seq. This Beneficial Interest Certificate is issued under and is subject to the terms, provisions and conditions of the Trust Agreement of the Trust dated as of March 28, 2002 (the "Trust Agreement"), to which Trust Agreement the holder of this Beneficial Interest Certificate, by virtue of the acceptance hereof, assents and by which such holder is bound. Capitalized terms used and not otherwise defined herein have the meanings set forth in the Trust Agreement. This Beneficial Interest Certificate does not represent an obligation of, or an interest in, any Beneficial Owner, any Managing Trustee, or the Resident Trustee, and the Beneficial Interest Certificates are not insured or guaranteed by any governmental agency. By virtue of having purchased or otherwise acquired this Beneficial Interest Certificate, the holder of this Beneficial Interest Certificate shall be deemed to have expressly consented and agreed to be bound by the terms of the Trust Agreement. The ownership of each Beneficial Interest Certificate shall be recorded in the books of the Trust, which shall be conclusive as to the identity of the Beneficial Owners. In the event of any voluntary or involuntary liquidation, dissolution, or winding up of, or any distribution of the assets of, the Trust, each Beneficial Owner shall be entitled to receive, after the Trust has paid or made reasonable provision for the creditors of the Trust as set forth in Section 3808(e) of the Delaware Business Trust Act, ratably with each other Beneficial Owner, that portion of the Trust Assets, available for distribution to the Beneficial Owner that represents the same percentage ownership as the Beneficial Interest Certificates held by such Beneficial Owner. The holders of Beneficial Interest Certificates shall be entitled to vote only on such matters as set forth in Section 5.2 of the Trust Agreement, and each holder of a Beneficial Interest Certificate shall have the right to vote its percentage ownership in the Trust. Subject to the Trust Agreement, the Board of Managing Trustees may from time to time declare and pay to the Beneficial Owners such dividends or distributions in cash, property or other assets of the Trust, including any Trust Assets, or from any other source as the Board of Managing Trustees in its discretion shall determine. All Beneficial Interest Certificates shall be personal property entitling the Beneficial Owners only to those rights provided in the Trust Agreement. All legal and equitable ownership of the Trust Assets is vested exclusively in the Trust as provided in the Trust Agreement, and the Beneficial Owners shall have no interest therein other than the beneficial interest in the Trust conferred by their Beneficial Interest Certificate(s) and shall have no right to compel any partition, division, dividend, or distribution of the Trust or any of the Trust Assets. The dissolution or termination of a Beneficial Owner shall not, in and of itself, terminate the Trust or give such Beneficial Owner's legal representative any rights against other Beneficial Owners, the Trustees or the Trust Assets, except the right, exercised in accordance with applicable provisions of the Trust Agreement, to receive a new Beneficial Interest Certificate in exchange for the certificate held by such Beneficial Owner. The Beneficial Interest Certificates are freely transferable, provided, however, no such proposed transfer shall be effective unless the provisions of Section 4.1 of the Trust Agreement are complied with. This Beneficial Interest Certificate shall be governed by and construed in accordance with the laws of the State of Delaware without regard to principles of conflicts of laws. IN WITNESS WHEREOF, the person named below, on behalf of the Trust has caused this Beneficial Interest Certificate to be duly executed. ----------------------------- Managing Trustee SCHEDULE A DEFINITIONS A. Definitions When used in this Agreement, the following terms not otherwise defined herein have the following meanings: "Affiliate" means any Person other than the Trust which directly or indirectly through one or more intermediaries control, or is controlled by, or is under common control with, the Person in question. For purposes of this definition, "control" (including, with correlative meanings, the terms "controlling," "controlled by" and "under common control with"), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by agreement or otherwise; provided however, that beneficial ownership of at least 10% of the voting securities of a Person shall be deemed to be control. "Agreement" means this Trust Agreement of the Trust, together with the schedules attached hereto, as amended, restated or supplemented or otherwise modified from time to time. "Bank" has the meaning set forth in the recitals to this Agreement. "Bankruptcy" means, with respect to any Person, if such Person (i) makes an assignment for the benefit of creditors, (ii) files a voluntary petition in bankruptcy, (iii) is adjudged a bankrupt or insolvent, or has entered against it an order for relief, in any bankruptcy or insolvency proceedings, (iv) files a petition or answer seeking for itself any reorganization, arrangement, composition, readjustment, liquidation or similar relief under any statute, law or regulation, (v) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against it in any proceeding of this nature, (vi) seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator of the Person or of all or any substantial part of its properties, or (vii) if 120 days after the commencement of any proceeding against the Person seeking reorganization, arrangement, composition, readjustment, liquidation or similar relief under any statute, law or regulation, if the proceeding has not been dismissed, or if within 90 days after the appointment without such Person's consent or acquiescence of a trustee, receiver or liquidator of such Person or of all or any substantial part of its properties, the appointment is not vacated or stayed, or within 90 days after the expiration of any such stay, the appointment is not vacated. "Basic Documents" means (i) this Agreement, (ii) the Pooling and Servicing Agreement, (iii) the Purchase Agreement, (iv) the Credit Agreement, (v) the Series Supplements, (vi) the Owner Trust Agreements, (vii) the Transfer Agreements, (viii) the Trust Obligations, (ix) the Amendment to Series Supplements, dated as of January 1, 2002, among the Bank, the Company and the Master Trust Trustee, (x) the Omnibus First Amendment to Trust Agreements, dated as of January 1, 2002, among the Bank, the Company and Wilmington Trust Company, as owner trustee, (xi) the Omnibus First Amendment to Transfer and Administration Agreements, dated as of January 1, 2002, among the Bank, the Company and certain Delaware business trusts parties thereto, (xii) the Amendment Number 2 to Series 1995-C Loan Agreement, dated as of January 1, 2002, among the Bank, the Company, the Master Trust Trustee and The Industrial Bank of Japan, Limited, as agent (the "Agent"), (xiii) the Amendment Number 2 to Series 1996-A Loan Agreement, dated as of January 1, 2002, among the Bank, the Company, the Master Trust Trustee and the Agent, (xiv) the Amendment Number 3 to Series 1996-D Loan Agreement, dated as of January 1, 2002, among the Bank, the Company, the Master Trust Trustee and the Agent, (xv) the Amendment Number 3 to Series 1996-B Loan Agreement, dated as of January 1, 2002, among the Bank, the Company, the Master Trust Trustee and Credit Suisse First Boston, as agent, (xvi) the Amendment Number 1 to Series 1999-B Loan Agreement, dated as of January 1, 2002, among the Bank, the Company, the Master Trust Trustee and Commerzbank Aktiengesellschaft, New York Branch, as agent, (xvii) the Administrative Services and Premises Agreement, dated as of January 1, 2002, as amended and restated as of March 28, 2002, between the Trust and the Bank, (xviii) the Registration Statement, and (xix) all documents and certificates contemplated thereby or delivered in connection therewith, and all amendments thereto. "Beneficial Interest Certificate" means one or more trust certificates (together with any replacements thereof) issued by the Trust representing the exclusive, undivided beneficial interest in the Trust, in the form of Exhibit A attached hereto. "Beneficial Owner" means Fleet Credit Card Services, L.P., and any other holders of record from time to time of outstanding Beneficial Interest Certificates. "Board" or "Board of Managing Trustees" means the Board of Managing Trustees of the Trust as described herein. "Code" means the Internal Revenue Code of 1986, as amended. "Company" has the meaning set forth in the recitals to this Agreement. "Covered Persons" has the meaning set forth in Section 6.4. "Credit Agreement" has the meaning set forth in Section 1.4(a). "ERISA" has the meaning set forth in Section 4.1(e). "Independent Trustee" means a Managing Trustee who, except in his or her capacity as an Independent Trustee of the Trust is not, and has not been during the five years immediately before such individual's appointment as an Independent Trustee, (i) a Beneficial Owner, director, partner, officer, significant customer, supplier, independent contractor, creditor, or employee of the Trust or its Affiliates; (ii) affiliated with a significant customer, supplier, creditor, or independent contractor of the Trust or its Affiliates; (iii) a spouse, parent, sibling, or child of any person described by (i) or (ii) above; provided, however, that an individual shall not be deemed to be ineligible to be an Independent Trustee solely because such individual (i) owns 1% or less of the outstanding stock of an Affiliate that is a publicly-traded company or (ii) serves or has served in the capacity of an "independent trustee", "independent manager" or "independent director" or a similar capacity for other "special purpose entities" formed by the Bank or a Beneficial Owner or its Affiliates. "Managing Trustees" means, collectively, the individuals named in Section 3.1 hereof so long as they continue in office, and all other individuals who have been duly elected and qualify as trustees of the Trust hereunder, including the Independent Trustees, but not including the Resident Trustee. Reference herein to the Managing Trustees shall refer to the individuals serving as Managing Trustees in their capacity as trustees hereunder. "Master Trust" has the meaning set forth in Section 1.4(a). "Material Action" means to change the business purposes of the Trust, to consolidate or merge the Trust with or into any Person, or sell all or substantially all of the assets of the Trust other than as provided in Section 1.4 or any Basic Document, or to institute proceedings to have the Trust be adjudicated bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against the Trust, or file a petition seeking, or consent to, reorganization or relief with respect to the Trust, under any applicable federal or state law relating to bankruptcy, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Trust or a substantial part of its property, or make any assignment for the benefit of creditors of the Trust, or admit in writing the Trust's inability to pay its debts generally as they become due, or take action in furtherance of any such action, or, to the fullest extent permitted by law, dissolve, terminate or liquidate the Trust. "Member" has the meaning set forth in the recitals to this Agreement. "Officer" means an officer of the Trust. "Officer's Certificate" means a certificate signed by any Officer of the Trust who is authorized to act for the Trust in matters relating to the Trust. "Original Member" has the meaning set forth in the recitals to this Agreement. "Owner" has the meaning assigned thereto in each of the Owner Trust Agreements. "Owner Trust Agreement" has the meaning set forth in Section 1.4(a). For purposes of the definition of "Basic Documents," the term "Owner Trust Agreement" shall also mean any other similar agreement or agreements entered into from time to time by the Trust as Transferor. "Person" means any individual, corporation, partnership, joint venture, limited liability company, limited liability partnership, association, joint stock company, trust, unincorporated organization, or other organization, whether or not a legal entity, and any governmental authority. "Plan" has the meaning set forth in Section 4.1(e). "Pooling and Servicing Agreement" has the meaning set forth in Section 1.4(a). "Purchase Agreement" has the meaning set forth in Section 1.4(a). "Rating Agency" has the meaning assigned to that term in the Pooling and Servicing Agreement. "Rating Agency Condition" means, with respect to any action, that each Rating Agency shall have notified the Trust in writing that such action will not result in a reduction or withdrawal of the rating of any Series or Class (each as defined in the Pooling and Servicing Agreement) with respect to which it is a Rating Agency. "Resident Trustee" has the meaning set forth in the recitals to this Agreement. "Securities Act" means the Securities Act of 1933, as amended. "Series Supplement" means any supplement to the Pooling and Servicing Agreement executed and delivered in connection with the original issuance of Investor Certificates (as defined in the Pooling and Servicing Agreement) of a series, whether executed and delivered prior to or after the date of this Agreement, and all amendments thereof and supplements thereto. "Transfer Agreement" has the meaning set forth in Section 1.4(a). For purposes of the definition of "Basic Documents," the term "Transfer Agreement" shall also mean any other similar agreement or agreements entered into from time to time by the Trust as Transferor. "Transferor" has the meaning assigned thereto in the Pooling and Servicing Agreement and also the meaning assigned thereto in the Transfer Agreements. "Trust" means Fleet Credit Card Funding Trust, the statutory business trust created hereby and pursuant to the Certificate of Trust. "Trust Act" has the same meaning as defined in the first paragraph of this Agreement. "Trust Assets" means any and all property, real, personal, or otherwise, tangible or intangible, that is transferred or conveyed to the Trust (including all rents, income, profits, and gains therefrom), and that is owned or held by, or for the account of, the Trust. "Trustees" means any or all of the Managing Trustees, Independent Trustees and the Resident Trustee. "Trust Obligation" means any Investor Certificate (as defined in the Pooling and Servicing Agreement) or other interest in the Master Trust issued under the Pooling and Servicing Agreement and any supplement thereto. B. Rules of Construction Definitions in this Agreement apply equally to both the singular and plural forms of the defined terms. The words "include" and "including" shall be deemed to be followed by the phrase "without limitation." The terms "herein," "hereof" and "hereunder" and other words of similar import refer to this Agreement as a whole and not to any particular Section, paragraph or subdivision. The Section titles appear as a matter of convenience only and shall not affect the interpretation of this Agreement. All Section, paragraph, clause, Exhibit or Schedule references not attributed to a particular document shall be references to such parts of this Agreement. SCHEDULE B
OFFICERS TITLE - -------- ----- John Rodehorst President Linda C. Morris Vice President, Secretary and General Counsel Jeffrey Lipson Vice President Jaspreet Mann Vice President Paul V. Stahlin Treasurer
EX-3.2 7 w52666a1ex3-2.txt CERTIFICATE OF TRUST EXHIBIT 3.2 CERTIFICATE OF TRUST OF FLEET CREDIT CARD FUNDING TRUST THIS Certificate of Trust of Fleet Credit Card Funding Trust (the "Trust"), dated as of March 28, 2002, has been duly executed and is being filed by the undersigned, as trustees, to create a business trust under the Delaware Business Trust Act (12 Del. C. "3801, et seq.) (the "Act"). 1. Name. The name of the business trust created hereby is Fleet Credit Card Funding Trust. 2. Delaware Trustee. The name and business address of the trustee of the Trust in the State of Delaware are Wilmington Trust Company, Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890-0001, Attention: Corporate Trust Administration. 3. Effective Date. This Certificate of Trust shall be effective upon filing. [SIGNATURE PAGES FOLLOW] IN WITNESS WHEREOF, the undersigned, being all of the trustees of the Trust, have executed this Certificate of Trust in accordance with Section 3811(a) of the Act. WILMINGTON TRUST COMPANY, as trustee By: /s/ Kathleen A Pedelini -------------------------------- Name: Kathleen A. Pedelini Title: Administrative Account Manager /s/ John Rodehorst -------------------------------------------- John Rodehorst /s/ Jeffrey Lipson -------------------------------------------- Jeffrey Lipson /s/ Paul V. Stahlin -------------------------------------------- Paul V. Stahlin /s/ Jaspreet Mann ----------------------------------- Jaspreet Mann /s/ Benjamin B. Abedine ----------------------------------- Benjamin B. Abedine /s/ Albert J. Fioravanti ----------------------------------- Albert J. Fioravanti EX-4.1 8 w52666a1ex4-1.txt RECEIVABLES PURCHASE AGREEMENT EXHIBIT 4.1 FLEET CREDIT CARD MASTER TRUST II RECEIVABLES PURCHASE AGREEMENT between FLEET BANK (RI), NATIONAL ASSOCIATION and FLEET CREDIT CARD FUNDING, LLC Dated as of January 1, 2002 TABLE OF CONTENTS
PAGE ---- ARTICLE I DEFINITIONS AND INTERPRETATIONS............................ 1 Section 1.01. Definitions.......................................... 1 Section 1.02. Other Definitional Provisions........................ 9 Section 1.03. Interpretation....................................... 9 ARTICLE II PURCHASE AND CONVEYANCE OF RECEIVABLES..................... 10 Section 2.01. Purchase............................................. 10 Section 2.02. Addition of Accounts................................. 11 Section 2.03. Removal and Deletion of Accounts..................... 13 Section 2.04. Allocated Interchange................................ 13 ARTICLE III CONSIDERATION AND PAYMENT.................................. 14 Section 3.01. Purchase Price....................................... 14 Section 3.02. Adjustments to Purchase Price........................ 14 ARTICLE IV REPRESENTATIONS AND WARRANTIES............................. 15 Section 4.01. Representations and Warranties of Fleet (RI) Relating to Fleet (RI)........................................ 15 Section 4.02. Representations and Warranties of Fleet (RI) Relating to the Agreement and the Receivables................. 16 Section 4.03. Representations and Warranties of FCCF............... 18 ARTICLE V COVENANTS.................................................. 20 Section 5.01. Covenants of Fleet (RI).............................. 20 Section 5.02. Account Allocations.................................. 21 ARTICLE VI REPURCHASE OBLIGATION...................................... 22 Section 6.01. Reassignment of Ineligible Receivables............... 22 Section 6.02. Reassignment of Other Receivables.................... 22 ARTICLE VII CONDITIONS PRECEDENT....................................... 24 Section 7.01. Conditions to FCCF's Purchase Obligations............ 24 Section 7.02. Conditions Precedent to Fleet (RI)'s Obligations..... 24 ARTICLE VIII TERM AND PURCHASE TERMINATION.............................. 25 Section 8.01. Term................................................. 25 Section 8.02. Purchase Termination................................. 25
i TABLE OF CONTENTS CONTINUED
PAGE ---- ARTICLE IX MISCELLANEOUS PROVISIONS................................... 26 Section 9.01. Amendment............................................ 26 Section 9.02. Governing Law........................................ 26 Section 9.03. Notices.............................................. 26 Section 9.04. Severability of Provisions........................... 26 Section 9.05. Assignment; Merger or Consolidation of, or Assumption of the Obligations of Fleet (RI)..................... 27 Section 9.06. Acknowledgement and Agreement of Fleet (RI).......... 27 Section 9.07. Further Assurances................................... 28 Section 9.08. No Waiver; Cumulative Remedies....................... 28 Section 9.09. Counterparts......................................... 28 Section 9.10. Binding; Third-Party Beneficiaries................... 28 Section 9.11. Merger and Integration............................... 28 Section 9.12. Headings............................................. 28 Section 9.13. Schedules and Exhibits............................... 28 Section 9.14. Survival of Representations and Warranties........... 28 Section 9.15. Nonpetition Covenant................................. 29 EXHIBIT A................................................................. 31 FORM OF SUPPLEMENTAL CONVEYANCE........................................... 31 EXHIBIT B................................................................. 1 Opinion of Counsel On Designation of Additional Accounts.................. 1 Schedule 1................................................................ 1 LIST OF ACCOUNTS.......................................................... 1
ii RECEIVABLES PURCHASE AGREEMENT, dated as of January 1, 2002 by and between Fleet Bank (RI), National Association, a national banking association (together with its permitted successors and assigns, "FLEET (RI)"), and FLEET CREDIT CARD FUNDING, LLC, a Delaware limited liability company (together with its permitted successors and assigns, "FCCF"). W I T N E S S E T H: WHEREAS, FCCF desires to purchase, from time to time, Receivables (hereinafter defined) existing or arising in designated credit card accounts owned by Fleet (RI); WHEREAS, Fleet (RI) desires to sell and assign, from time to time, certain Receivables to FCCF upon the terms and conditions hereinafter set forth; WHEREAS, it is contemplated that the Receivables purchased hereunder will be transferred by FCCF to the Trustee under the terms of the Pooling and Servicing Agreement, and the Trust created under the Pooling and Servicing Agreement will issue certificates representing ownership interests in the Receivables (each term as hereinafter defined); and WHEREAS, Fleet (RI) agrees that all representations, warranties, covenants and agreements made by Fleet (RI) herein with respect to Fleet (RI), with respect to the Accounts and with respect to the Receivables shall also be for the benefit of the Trust, the Trustee and the Certificateholders. NOW, THEREFORE, it is hereby agreed by and between Fleet (RI) and FCCF as follows: ARTICLE I DEFINITIONS AND INTERPRETATIONS Section 1.01. Definitions. The following words and phrases shall have the following meanings when used in this Agreement: "Account" shall mean (a) each MasterCard(1) and VISA(1) account established pursuant to a Cardholder Agreement between Fleet (RI) and any Person and identified by account number and by the Receivable balance in the Account Schedule delivered to FCCF in connection with the Initial Purchase Date and (b) each Additional Account. "Account" shall also mean each account into which an Account is transferred (a "Transferred Account"); provided that (i) such transfer is made in accordance with the Credit Card Guidelines and (ii) such Transferred Account can be traced or identified, by reference to or by way of an Account Schedule delivered to FCCF, as an account into which an Account has been transferred. The term "Account" shall refer to an Additional Account only from and after the Addition Date with respect thereto. The term "Account" shall not include any Deleted Account or any Account all - ---------- (1) MasterCard and VISA are registered trademarks of MasterCard International Incorporated and of VISA USA, Inc., respectively. the Receivables in which are reassigned to Fleet (RI) in accordance with the terms of this Agreement. "Account Schedule" shall mean a computer file or microfiche list containing a true and complete list of all Accounts specifying for each such Account, as of the Initial Purchase Date, in the case of the Existing Accounts, and the applicable Addition Cut-Off Date, in the case of Additional Accounts, (A) its account number, (B) the aggregate amount outstanding in such Account and (C) the aggregate amount of Principal Receivables in such Account. Such list as supplemented from time to time shall be marked as Schedule 1 to this Agreement, shall be delivered by Fleet (RI) to FCCF, and is hereby incorporated into and made a part of this Agreement. Fleet (RI) shall delete from Schedule 1 any Account that, pursuant to the terms of this Agreement, is no longer an Account. "Additional Account" shall mean each consumer revolving credit card account or other revolving credit account established pursuant to a Cardholder Agreement, which account is designated pursuant to subsection 2.02(a) of this Agreement to be included as an Account and is identified on an Account Schedule delivered pursuant to subsection 2.02(b)(v). "Addition Cut-Off Date" shall mean, with respect to any Additional Accounts, the date specified in the related Supplemental Conveyance. "Addition Date" shall mean with respect to Additional Accounts, the date on which the Receivables in such Additional Accounts are first conveyed to FCCF pursuant to subsection 2.01(a). "Adverse Effect" shall mean, with respect to any action, that such action will (a) result in the occurrence of a Pay Out Event under the Pooling and Servicing Agreement or (b) materially adversely affect FCCF's right, title and interest in the Receivables, the characteristics of the Receivables, the amount or timing of the Collections or the ability of FCCF to collect Receivables or to perform its obligations under this Agreement and the Pooling and Servicing Agreement. "Affiliate" shall mean with respect to any specified Person any other Person controlling or controlled by or under common control with such specified Person. For the purposes of this definition, "control" shall mean the power to direct the management and policies of a Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms "controlling" and "controlled" have the meanings correlative to the foregoing. "Allocated Interchange" for each calendar month means the amount of Interchange determined as provided in Section 2.04. "Applicable Trust Cut-Off Date" shall mean, with respect to accounts which were designated to the Trust under the terms of the Pooling and Servicing Agreement prior to the Initial Purchase Date, means (i) October 31, 1993 with respect to each Initial Account and (ii) with respect to each account added to the Trust after December 9, 1993 and before the Initial Purchase Date, the cut-off date for such account under the terms of the Pooling and Servicing Agreement. 2 "Business Day" shall mean any day other than (a) a Saturday or Sunday or (b) any other day on which banks in New York, New York, Philadelphia, Pennsylvania, or Claymont, Delaware or any other State in which the principal executive offices of Fleet (RI) or FCCF are located, are authorized or obligated by law, executive order or governmental decree to be closed. "Cardholder Agreement" shall mean with respect to an Account, the agreements between Fleet (RI) and the related Obligor, governing the terms and conditions of such Account, as such agreements may be amended, modified or otherwise changed from time to time. "Cash Advance Fees" shall have the meaning specified in the Cardholder Agreement applicable to each Account for cash advance fees or similar terms. "Certificateholders" shall mean the holders of certificated or uncertificated interests in the Trust. "Collections" shall mean all payments received in respect of the Receivables, in the form of cash, checks, wire transfers, electronic transfers, ATM transfers or other form of payment and shall include Allocated Interchange and shall include Recoveries with respect to the Receivables. "Contractually Delinquent" with respect to an Account, shall mean an Account as to which the required minimum payment set forth on the related billing statement has not been received by the due date thereof. "Conveyance" shall have the meaning specified in Subsection 2.01(a). "Credit Card Guidelines" shall mean the written policies and procedures of Fleet (RI) relating to the operation of its consumer revolving lending business, including, without limitation, the written policies and procedures for determining the creditworthiness of credit card account customers and the extension of credit to credit card account customers, and relating to the maintenance of credit card accounts and collection of receivables with respect thereto, as such policies and procedures may be amended, modified, or otherwise changed from time to time. "Debtor Relief Laws" shall mean (a) the United States Bankruptcy Code and (b) all other applicable liquidation, conservatorship, bankruptcy, moratorium, rearrangement, receivership, insolvency, reorganization, suspension of payments, readjustment of debt, marshalling of assets, assignment for the benefit of creditors and similar debtor relief laws from time to time in effect in any jurisdiction affecting the rights of creditors generally or the rights of creditors of national banks. "Defaulted Receivables" shall mean all Receivables which are charged off as uncollectible in accordance with the Credit Card Guidelines and the Servicer's customary and usual servicing procedures for servicing consumer revolving credit card and other revolving credit account receivables comparable to the Receivables. A Receivable shall become a Defaulted Receivable on the day on which such Receivable is recorded as charged off on the Servicer's computer master file of consumer revolving credit card accounts but, in any event, shall be deemed a Defaulted Receivable no later than the day the related Account becomes 186 3 days Contractually Delinquent unless the Obligor cures such default by making a partial payment which satisfies the criteria for curing delinquencies set forth in the applicable Credit Card Guidelines. "Deleted Account" shall mean any Removed Account as to which Fleet (RI) has received notice from the Servicer that all Receivables owned by FCCF that arise in such Removed Account have either been paid or charged off pursuant to the Pooling and Servicing Agreement. "Dollar," "Dollars," "$" or "U.S. $" shall mean United States Dollars. "Eligible Account" shall mean a revolving credit card account owned by Fleet (RI), which (i) if it is an Existing Account had the following characteristics as of the Applicable Trust Cut-Off Date and (ii) if it is an Additional Account has the following characteristics as of the Addition Cut-Off Date: (a) is in existence and maintained by Fleet (RI) or, with respect to Existing Accounts was, as of the Applicable Trust Cut-Off Date, in existence and maintained by Fleet (RI) or a predecessor entity as Seller as of the Applicable Trust Cut-Off Date; (b) is payable in Dollars; (c) except as provided in (h) below, has not been identified as an account the credit card or cards with respect to which have been reported to the Seller with respect to the Existing Accounts or to Fleet (RI) with respect to Additional Accounts as having been lost or stolen; (d) the Obligor of which has provided, as his or her billing address, an address located in the United States (or its territories or possessions or a military address); (e) has an Obligor who has not been identified (i) by the Seller with respect to the Existing Accounts as an employee of such Seller or of any Affiliate of the Seller or (ii) by Fleet (RI) with respect to the Additional Accounts as an employee of Fleet (RI) or of any Affiliate of Fleet (RI); (f) except as provided in (h) below, does not have any Receivables which are Defaulted Receivables; (g) except as provided in (h) below, does not have any Receivables which have been identified by the Seller with respect to Existing Accounts or by Fleet (RI) with respect to the Additional Accounts or by the relevant Obligor, as having been incurred as a result of fraudulent use of any related credit card; and (h) meets the requirements set forth above except for any one or more of provisions (c), (f) or (g) and (i) the balance of all Receivables included in such Account is reflected on the books and records of Fleet (RI) (and is treated for purposes of this Agreement) as "zero", and (ii) charging privileges with respect to such Account have been canceled in accordance with the relevant Credit Card Guidelines. 4 "Eligible Receivable" shall mean a Receivable: (a) which has arisen under an Eligible Account; (b) which was created in compliance with all Requirements of Law applicable to Fleet (RI) and pursuant to a Cardholder Agreement which complies with all Requirements of Law applicable to Fleet (RI); (c) with respect to which all material consents, licenses, approvals or authorizations of, or registrations or declarations with, any Governmental Authority required to be obtained or given by Fleet (RI) in connection with the creation of such Receivable or the execution, delivery and performance by it of its obligations, if any, under the related Cardholder Agreement have been duly obtained or given and are in full force and effect as of such date of creation of such Receivable; (d) as to which, at the time of its transfer to FCCF, FCCF will have good and marketable title thereto, free and clear of all Liens; (e) which has been the subject of a valid transfer and assignment from Fleet (RI) to FCCF of all of Fleet (RI)'s right, title and interest therein; (f) which at the time of transfer to FCCF is the legal, valid and binding payment obligation of the Obligor thereon, legally enforceable against such Obligor in accordance with its terms, except as such enforceability may be limited by applicable Debtor Relief Laws and except as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity); (g) which constitutes an "account" as defined in Article 9 of the UCC; (h) which, at the time of its transfer to FCCF, has not been waived or modified except as permitted in accordance with the Credit Card Guidelines and which waiver or modification is reflected in Fleet (RI)'s computer file of revolving credit card accounts; (i) which, at the time of its transfer to FCCF, is not subject to any right of rescission, setoff, counterclaim or any other defense of the Obligor (including the defense of usury), other than defenses arising out of applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights in general and except as such enforceability may be limited by general principles of equity (whether considered in a suit at law or equity) or as to which the Servicer would be required by Section 3.09 of the Pooling and Servicing Agreement to make an adjustment; (j) as to which, at the time of its transfer to FCCF, Fleet (RI) has satisfied all obligations to be fulfilled by Fleet (RI) at the time it is transferred to FCCF; and 5 (k) as to which, at the time of its transfer to FCCF, Fleet (RI) has not taken any action which, or failed to take any action the omission of which, would, at the time of its transfer to FCCF, impair the rights of FCCF therein. "Existing Account" shall mean an Account which is listed on the Account Schedule delivered to FCCF by Fleet (RI) in connection with the Initial Purchase Date. "Finance Charge Receivables" shall mean all amounts billed to the Obligors on any Account in respect of (i) Periodic Finance Charges, (ii) annual membership fees and annual service charges, (iii) Late Fees, (iv) Overlimit Fees and (v) Cash Advance Fees. "Governmental Authority" shall mean the United States of America, any state or other political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government. "Ineligible Receivables" shall have the meaning specified in subsection 6.01(a) of this Agreement. "Initial Account" shall mean each account identified on the list delivered to the Trustee on or prior to December 9, 1993 by the initial Seller under the Pooling and Servicing Agreement. "Initial Closing Date" shall mean December 9, 1993. "Initial Purchase Date" shall mean January 1, 2002. "Insolvency Event" shall have the meaning specified in Section 8.02. "Insurance Proceeds" shall mean any amounts recovered by Fleet (RI) or the Servicer pursuant to any credit insurance policies covering any Obligor with respect to Receivables under such Obligor's Account. "Interchange" shall mean all interchange fees payable to Fleet (RI), in its capacity as credit card issuer, through VISA or MasterCard in connection with cardholder charges for goods, services and cash advances. "Late Fees" shall have the meaning specified in the Cardholder Agreement applicable to each Account for late fees or similar terms. "Lien" shall mean any security interest, mortgage, deed of trust, pledge, hypothecation, assignment, participation or equity interest, deposit arrangement, encumbrance, lien (statutory or other), preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever, including any conditional sale or other title retention agreement, or any financing lease having substantially the same economic effect as any of the foregoing. 6 "Obligor" shall mean, with respect to any Account, the Person or Persons obligated to make payments with respect to such Account, including any guarantor thereof, but excluding any merchant. "Officer's Certificate" shall mean, with respect to Fleet (RI), a certificate delivered to FCCF signed by the Chairman of the Board, the President, any Vice President or the Treasurer of Fleet (RI), and, with respect to FCCF a certificate delivered to Fleet (RI) signed by the President, any Vice President or the Treasurer of FCCF. "Overlimit Fees" shall have the meaning specified in the Cardholder Agreement applicable to each Account for overlimit fees or similar terms if such fees are provided for with respect to such Account. "Pay Out Event" shall have the meaning set forth in the Pooling and Servicing Agreement. "Periodic Finance Charges" shall have the meaning specified in the Cardholder Agreement applicable to each Account for finance charges (due to periodic rate) or any similar term. "Person" shall mean any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization, governmental entity or any other entity of any nature. "Pooling and Servicing Agreement" shall mean the pooling and servicing agreement dated as of December 1, 1993 and amended and restated as of January 1, 2002, among FCCF, as Transferor, Fleet (RI), as Servicer, and Bankers Trust Company, as Trustee and as thereafter further amended and supplemented. "Principal Receivables" shall mean all Receivables other than Finance Charge Receivables. "Purchase Price" shall have the meaning set forth in subsection 3.01(a). "Purchase Price Adjustment" shall have the meaning specified in Section 3.02. "Purchased Assets" shall have the meaning set forth in subsection 2.01(a). "Rating Agency" shall mean with respect to any outstanding series or class of certificates issued by the Trust, each statistical rating agency selected by FCCF or prior to the Initial Purchase Date, a Seller to rate the investor certificates of such series or class, as specified in the related Supplement. "Rating Agency Condition" shall mean, with respect to any action, that each Rating Agency shall have notified FCCF in writing that such action will not result in a reduction or withdrawal of the rating of any outstanding securities issued under the Pooling and Servicing Agreement with respect to which it is a Rating Agency. 7 "Receivable" shall mean any amount owing by the Obligor under an Account from time to time, including amounts owing for Principal Receivables and Finance Charge Receivables. "Recoveries" shall mean all amounts, including Insurance Proceeds, received with respect to Receivables which have previously become Defaulted Receivables. "Removed Account" shall mean any Account as to which Fleet (RI) has received notice from the Servicer that such Account is a "Removed Account" as defined in the Pooling and Servicing Agreement. "Requirements of Law" with respect to any Person shall mean the certificate of incorporation or formation or articles of association and by-laws, limited liability company agreement, or other organizational or governing documents of such Person, and any law, treaty, rule or regulation, or determination of an arbitrator or Governmental Authority, in each case applicable to or binding upon such Person or to which such Person is subject, whether Federal, state or local (including, without limitation, usury laws, the Federal Truth in Lending Act and Regulation Z and Regulation B of the Board of Governors of the Federal Reserve System). "S&P" shall mean Standard & Poor's Ratings Services or its successors. "Seller" shall mean Fleet (RI) as Seller of Receivables under the terms of the Pooling and Servicing Agreement prior to the Initial Purchase Date and each other entity which was designated as a Seller under the Pooling and Servicing Agreement at any time prior to the Initial Purchase Date. "Servicer" shall mean the entity acting as Servicer under the Pooling and Servicing Agreement. "Supplement" shall mean a supplement to the Pooling and Servicing Agreement executed and delivered in connection with a series of investor certificates issued under the Pooling and Servicing Agreement and all amendments and supplements thereto. "Supplemental Conveyance" shall have the meaning set forth in subsection 2.02(b)(vi). "Tax Opinion" shall mean, with respect to any action, a written opinion of counsel to the effect that, (a) for Federal income tax purposes, such action will not adversely affect the tax characterization as debt of those securities issued by the Trust that were characterized as debt at the time of their issuance, (b) following such action the Trust will not be deemed to be an association (or publicly traded partnership) taxable as a corporation and (c) such action will not cause or constitute an event in which gain or loss would be recognized by any holder of a security issued by the Trust. "Transfer Restriction Event" shall mean that Fleet (RI) is unable for any reason to transfer Receivables to FCCF in accordance with the provisions of this Agreement, including by reason of the application of the provisions of Section 8.02 or any order of any Governmental Authority. 8 "Trust" shall mean the Fleet Credit Card Master Trust II, as created by the Pooling and Servicing Agreement. "Trustee" shall mean the Trustee under the Pooling and Servicing Agreement. "UCC" shall mean the Uniform Commercial Code as in effect in the applicable jurisdiction. Section 1.02. Other Definitional Provisions. The words "HEREOF," "HEREIN," "HEREUNDER" and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement; and Section, subsection, Schedule and Exhibit references contained in this Agreement are references to Sections, subsections, Schedules and Exhibits in or to this Agreement unless otherwise specified. Section 1.03. Interpretation. All references in this Agreement to the transfer or assignment of some or all of the Purchased Assets to the Trustee or the payment of amounts to the Trustee shall mean that such transfer, assignment or payment is made to the Trustee on behalf of the Certificateholders. [END OF ARTICLE I] 9 ARTICLE II PURCHASE AND CONVEYANCE OF RECEIVABLES Section 2.01. Purchase. (a) In consideration of the payment of the Purchase Price as provided herein, Fleet (RI) does hereby sell, transfer, assign, set over and otherwise convey to FCCF (collectively, the "CONVEYANCE"), without recourse except as provided herein, all of its right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables existing at the close of business on the Initial Purchase Date, in the case of Receivables existing and arising in the Existing Accounts, and at the close of business on each Addition Cut-Off Date, in the case of Receivables existing and arising in the Additional Accounts, and in each case thereafter created from time to time in the Existing Accounts and the Additional Accounts, all Allocated Interchange and Recoveries with respect to such Receivables, all moneys due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto and all proceeds (including, without limitation, "proceeds" as defined in the UCC) thereof. Such property shall constitute the "PURCHASED ASSETS." The Receivables arising after the Initial Purchase Date in the Existing Accounts and the related Purchased Assets shall be and hereby are sold by Fleet (RI) and purchased by FCCF on the date such Receivables arise and the Purchase Price shall be paid as provided in subsection 3.01(a) of this Agreement. The Receivables existing in Additional Accounts at the close of business on the related Addition Cut-Off Date and the Receivables arising after the Addition Cut-Off Date and on or before the Addition Date and the related Purchased Assets shall be and hereby are sold by Fleet (RI) and purchased by FCCF on the related Addition Date and the Purchase Price shall be paid as provided in subsection 3.01(a) of this Agreement. The Receivables arising after such Addition Date in such Additional Accounts and the related Purchased Assets shall be and hereby are sold by Fleet (RI) and purchased by FCCF on the date such Receivables arise and the Purchase Price shall be paid as provided in subsection 3.01(a) of this Agreement. (b) Fleet (RI) shall record and file, at its own expense, financing statements (and continuation statements and amendments when applicable) with respect to the Purchased Assets meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain the perfection of, the Conveyance of the Purchased Assets to FCCF, and shall deliver a file stamped copy of each such financing statement to FCCF on or prior to the Initial Purchase Date, in the case of Purchased Assets relating to the Existing Accounts, and (if any additional filing is so necessary) the applicable Addition Date, in the case of Purchased Assets relating to Additional Accounts. (c) Fleet (RI) shall, at its own expense, (a) on or prior to (x) the execution of this Agreement, in the case of the Existing Accounts or (y) the applicable Addition Date, in the case of Additional Accounts indicate in the appropriate computer files that all Receivables created in connection with the Accounts have been conveyed to FCCF pursuant to this Agreement and FCCF has transferred the Receivables to the Trustee pursuant to the Pooling and Servicing Agreement by including in such computer files the code "02," "11," "12," "13," "14," "15," "16," "17," "20," "22" or "30" through "80" (or any other code specified in a Supplemental Conveyance) in the PORTF_CD field of such computer files, and (b) at the time of execution of 10 this Agreement and on or prior to each Addition Date, as applicable, to deliver to FCCF and the Trustee an Account Schedule containing a true and complete list of all Accounts. Fleet (RI) agrees that it will maintain the Account Schedule as a true and complete list of all Accounts and will supplement or amend the Account Schedule on each Addition Date and periodically, as needed, to remove Deleted Accounts and add Transferred Accounts. Fleet (RI) agrees not to alter the codes or field referenced in clause (a) above in this subsection with respect to any Account during the term of this Agreement unless and until such Account is no longer an Account or unless and until (i) Fleet (RI) shall give written notice of any such alteration to FCCF, such written notice to be as of the date of its receipt by FCCF incorporated into and made part of this Agreement, and (ii) Fleet (RI) has taken such action as is necessary or advisable to cause the interest of FCCF in the Purchased Assets to continue to be perfected and of first priority; except that Fleet (RI) may, without complying with the foregoing provisions, alter the code of any Account from "02," "11," "12," "14," "15," "16," "17," "20," "22," or "30" through "80" to "13." (d) The parties hereto intend that the conveyance of Fleet (RI)'s right, title and interest in and to the Purchased Assets shall constitute an absolute sale, conveying good title free and clear of any liens, claims, encumbrances or rights of others from Fleet (RI) to FCCF. It is the intention of the parties hereto that the arrangements with respect to the Purchased Assets shall for all purposes, including for accounting purposes, constitute a purchase and sale of such Purchased Assets and not a loan. In the event, however, that it were to be determined that the transactions evidenced hereby constitute a loan and not a purchase and sale, it is the intention of the parties hereto that this Agreement shall constitute a security agreement under applicable law, and that Fleet (RI) shall be deemed to have granted, and Fleet (RI) does hereby grant, to FCCF a first priority perfected security interest in all of Fleet (RI)'s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets to secure the obligations of Fleet (RI) hereunder. (e) To the extent that Fleet (RI) retains any interest in the Purchased Assets, Fleet (RI) hereby grants to the Trustee a security interest in all of Fleet (RI)'s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets, to secure the performance of all of the obligations of Fleet (RI) hereunder and under the Pooling and Servicing Agreement. With respect to such security interest and such collateral, the Trustee shall have all of the rights that it has under the Pooling and Servicing Agreement. The Trustee shall also have all of the rights of a secured creditor under the UCC. Section 2.02. Addition of Accounts. (a)(i) If, from time to time, FCCF becomes obligated to designate Additional Accounts pursuant to Subsection 2.08(a) of the Pooling and Servicing Agreement, then FCCF may, at its option, give Fleet (RI) written notice thereof on or before the tenth Business Day prior to the Addition Date therefor, and upon receipt of such notice Fleet (RI) shall on or before the Addition Date, designate sufficient Eligible Accounts to be included as Additional Accounts as requested by FCCF. 11 (ii) Additionally, Fleet (RI) may, at its option, designate newly originated or acquired Eligible Accounts or any other Eligible Accounts to be included as Additional Accounts. (b) On the Addition Date with respect to any designation of Additional Accounts, such Additional Accounts shall become Accounts and FCCF shall purchase Fleet (RI)'s right, title and interest in, to and under the Receivables in such Additional Accounts (as of the Addition Cut-Off Date) and the related Purchased Assets, subject to the satisfaction of the following conditions on such Addition Date: (i) Fleet (RI) has delivered to FCCF copies of UCC financing statements covering such Additional Accounts, if necessary to perfect FCCF's interest in the Receivables arising therein and the related Purchased Assets; (ii) as of each of the Addition Cut-Off Date and the Addition Date, no Insolvency Event with respect to Fleet (RI) shall have occurred nor shall the transfer of the Receivables arising in the Additional Accounts and the other related Purchased Assets have been made in contemplation of the occurrence thereof; (iii) Fleet (RI) shall have delivered to FCCF an Officer's Certificate, dated the Addition Date, stating that (x) as of the applicable Addition Cut-Off Date, the Additional Accounts are all Eligible Accounts, (y) the conditions set forth in clauses (i) and (ii) above have been satisfied and (z) Fleet (RI) reasonably believes that (A) the sale by Fleet (RI) to FCCF of the Receivables arising in the Additional Accounts will not, based on the facts known to such officer at the time of such addition, then or thereafter cause a Pay Out Event under the Pooling and Servicing Agreement and (B) in the case of Additional Accounts, no selection procedure was utilized by Fleet (RI) which would result in a selection of Additional Accounts (from among the available Eligible Accounts owned by Fleet (RI)) that would be materially adverse to the interests of FCCF as of the Addition Date; (iv) Fleet (RI) shall have delivered to FCCF, the Trustee and each Rating Agency an Opinion of Counsel, which counsel shall be outside counsel, dated the Addition Date, which opinion shall be in substantially the form of Exhibit B hereto (except that the opinions described in paragraphs 1 and 2 of such Exhibit B need not be delivered to S&P); provided that, if FCCF agrees to such later date, the Opinion of Counsel described in this subsection 2.02(b)(iv) shall not be required to be delivered on the Addition Date, but shall be delivered to FCCF, the Trustee and each applicable Rating Agency within 30 days after the Addition Date; (v) Fleet (RI) shall have delivered to FCCF the Account Schedule; and (vi) With respect to such Additional Accounts, Fleet (RI) and FCCF shall have entered into a duly executed written assignment substantially in the form of Exhibit A (the "SUPPLEMENTAL CONVEYANCE"). 12 Section 2.03. Removal and Deletion of Accounts. (a) If an Account becomes a Removed Account, then Fleet (RI) shall stop selling Principal Receivables arising in such Removed Account to FCCF effective on the Business Day (the "STOP DATE") after the date such Account becomes a Removed Account. Notwithstanding the cessation of the sale to FCCF of additional Principal Receivables arising in such Removed Account, Principal Receivables sold to FCCF prior to the Stop Date, Collections in respect of such Principal Receivables, Finance Charge Receivables whenever created that accrue in respect of such Principal Receivables, and Collections in respect of such Finance Charge Receivables, shall continue to be property of FCCF available for transfer by FCCF to the Trustee pursuant to the Pooling and Servicing Agreement. To the extent that it is not clear to Fleet (RI) whether collections relate to a Principal Receivable that was sold to FCCF or to a Principal Receivable that Fleet (RI) did not sell to FCCF, Fleet (RI) shall allocate payments on each such Removed Account with respect to the principal balance of such Removed Account first to the oldest principal balance of such Removed Account. (b) On and after the Stop Date for a Removed Account, Fleet (RI) may mark its books and records to indicate that such Account is a Removed Account, but Fleet (RI) shall not (i) alter the codes or fields referenced in clause (a) of subsection 2.01(c) with respect to such Removed Account unless and until such Account becomes a Deleted Account or Fleet (RI) has taken such action as is necessary or advisable to cause the interest of FCCF in the Purchased Assets to continue to be perfected and of first priority, or (ii) delete such Removed Account from SCHEDULE 1 hereto or any Account Schedule. (c) Once a Removed Account becomes a Deleted Account, Fleet (RI) shall promptly delete such Deleted Account from SCHEDULE 1 hereto and shall indicate in its computer files that such Deleted Account is no longer an Account. Section 2.04. Allocated Interchange. For each calendar month, beginning with January 2002, Fleet (RI) shall calculate the amount of the Allocated Interchange as described in this Section. The Allocated Interchange for each calendar month shall be paid by Fleet (RI) to FCCF in immediately available funds on or before the Business Day immediately preceding the fifteenth day of the next calendar month or if any such fifteenth day is not a Business Day, on or before the Business Day immediately preceding the first Business Day succeeding such fifteenth day. For each calendar month the "Allocated Interchange" shall be an amount equal to the product of (a) the total amount of Interchange paid or payable to Fleet (RI) during that calendar month and (b) a fraction the numerator of which is the aggregate amount of cardholder charges for goods and services in the Accounts with respect to such calendar month and the denominator of which is the aggregate amount of cardholder charges for goods and services in all MasterCard and VISA consumer revolving credit card accounts owned by Fleet (RI) with respect to such calendar month. [END OF ARTICLE II] 13 ARTICLE III CONSIDERATION AND PAYMENT Section 3.01. Purchase Price. (a) The "PURCHASE PRICE" (i) for Receivables existing in the Existing Accounts as of the close of business on the Initial Purchase Date and the other Purchased Assets related thereto shall be an amount mutually agreed between Fleet (RI) and FCCF as the fair market value of such Receivables and the related Purchased Assets and (ii) for the Receivables (including Receivables in Additional Accounts) and the related Purchased Assets conveyed to FCCF under this Agreement which come into existence after the Initial Purchase Date shall be an amount equal to 100% of the aggregate balance of the Principal Receivables so conveyed adjusted to reflect such factors as Fleet (RI) and FCCF mutually agree will result in a Purchase Price determined to be the fair market value of such Receivables and the related Purchased Assets. The Purchase Price for Receivables in the Existing Accounts as of the Initial Purchase Date and the related Purchased Assets shall be paid on the date of execution of this Agreement and the Purchase Price for all other Receivables and the related Purchased Assets conveyed to FCCF under this Agreement shall be payable on a date (the "PURCHASE PRICE PAYMENT DATE") mutually agreed by Fleet (RI) and FCCF, but no later than the second Business Day following the calendar month in which such Receivables and the related Purchased Assets are conveyed by Fleet (RI) to FCCF. (b) The Purchase Price shall be paid by FCCF in cash. (c) Notwithstanding any other provision of this Agreement, Fleet (RI) shall not be obligated to continue to sell Receivables to FCCF to the extent that Fleet (RI) is not paid the Purchase Price therefor as provided herein. Section 3.02. Adjustments to Purchase Price. The Purchase Price shall be reduced on each Purchase Price Payment Date (a "PURCHASE PRICE ADJUSTMENT") with respect to any Receivable previously conveyed to FCCF by Fleet (RI) which Receivable Fleet (RI) or the Servicer adjusts downward because of a rebate, refund, unauthorized charge or billing error to an account holder, or because such Receivable was created in respect of merchandise which was refused or returned by an account holder, or if Fleet (RI) or the Servicer (other than by Servicer error) otherwise adjusts downward the amount of any Receivable without receiving Collections therefor or charging off such amount as uncollectible, or if the Receivables are adjusted by Fleet (RI) or the Servicer because a Receivable or Receivables were discovered as having been created through a fraudulent or counterfeit charge. The amount of such reduction shall equal the reduction in the principal balance of such Receivable resulting from the occurrence of such event. In the event that a reduction pursuant to this Section 3.02 causes the Purchase Price to be a negative number, Fleet (RI) agrees that, not later than 1:00 p.m., New York City time, on the following Business Day, Fleet (RI) shall pay or cause to be paid to FCCF an amount equal to the amount by which the Purchase Price Adjustment exceeds the unadjusted Purchase Price. [END OF ARTICLE III] 14 ARTICLE IV REPRESENTATIONS AND WARRANTIES Section 4.01. Representations and Warranties of Fleet (RI) Relating to Fleet (RI). (a) Representations and Warranties. Fleet (RI) hereby represents and warrants to, and agrees with, FCCF as of the Initial Purchase Date and each Addition Date, that: (i) Organization. Fleet (RI) is a national banking association duly organized and validly existing in good standing under the laws of the jurisdiction of its organization and has full corporate power, authority and legal right to own its properties and conduct its consumer revolving lending business as such properties are presently owned and such business is presently conducted, and to execute, deliver and perform its obligations under this Agreement and each Supplemental Conveyance. (ii) Due Qualification. Fleet (RI) is duly qualified to do business and is in good standing as a foreign corporation (or is exempt from such requirements), and has obtained all necessary licenses and approvals with respect to Fleet (RI), in each jurisdiction in which failure to so qualify or to obtain such licenses and approvals would render any Cardholder Agreement relating to an Account or any Receivable transferred to FCCF by Fleet (RI) unenforceable by Fleet (RI), FCCF or any transferee or agent thereof or would have a material adverse effect on the interests of FCCF. (iii) Due Authorization. The execution, delivery and performance of this Agreement and each Supplemental Conveyance by Fleet (RI) and the consummation by Fleet (RI) of the transactions provided for in this Agreement and any Supplemental Conveyance executed on such Addition Date have been duly authorized by Fleet (RI) by all necessary corporate action on the part of Fleet (RI) and this Agreement and such Supplemental Conveyance will remain, from the time of its execution, an official record of Fleet (RI). (iv) No Conflict. The execution and delivery by Fleet (RI) of this Agreement, any Supplemental Conveyance executed on such Addition Date, the performance by Fleet (RI) of the transactions contemplated by this Agreement and such Supplemental Conveyance and the fulfillment by Fleet (RI) of the terms hereof and thereof will not conflict with, result in any breach of any of the material terms and provisions of, or constitute (with or without notice or lapse of time or both) a material default under, any indenture, contract, agreement, mortgage, deed of trust, or other instrument to which Fleet (RI) is a party or by which it or any of its properties are bound. (v) No Violation. The execution and delivery by Fleet (RI) of this Agreement, any Supplemental Conveyance executed on such Addition Date, the performance by Fleet (RI) of the transactions contemplated by this Agreement and such Supplemental Conveyance and the fulfillment by Fleet (RI) of the terms hereof and thereof will not conflict with or violate any Requirements of Law applicable to Fleet (RI). 1 (vi) No Proceedings. There are no proceedings or investigations pending or, to the best knowledge of Fleet (RI), threatened, against Fleet (RI), before any court, regulatory body, administrative agency, or other tribunal or governmental instrumentality (i) asserting the invalidity of this Agreement or any Supplemental Conveyance executed on such Addition Date, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or such Supplemental Conveyance, (iii) seeking any determination or ruling that, in the reasonable judgment of Fleet (RI), would materially and adversely affect the performance by Fleet (RI) of its obligations under this Agreement or such Supplemental Conveyance or (iv) seeking any determination or ruling that would materially and adversely affect the validity or enforceability of this Agreement or such Supplemental Conveyance. (vii) All Consents Required. All approvals, authorizations, consents, orders or other actions of any Person or of any governmental body or official required in connection with the execution and delivery by Fleet (RI) of this Agreement and any Supplemental Conveyance executed on such Addition Date, the performance by Fleet (RI) of the transactions contemplated by this Agreement and such Supplemental Conveyance and the fulfillment by Fleet (RI) of the terms hereof and thereof, have been obtained. (viii) Insolvency. No Insolvency Event with respect to Fleet (RI) has occurred and the transfer of the Purchased Assets to FCCF has not been made in contemplation of the occurrence thereof. (ix) FDIC Insurance. Fleet (RI) is an insured institution for purposes of the Federal Deposit Insurance Act. (b) Notice of Breach. The representations and warranties of Fleet (RI) set forth in this Section 4.01 shall survive the transfer and assignment by Fleet (RI) of the Purchased Assets to FCCF. Upon discovery by Fleet (RI) or FCCF of a breach of any of the representations and warranties by Fleet (RI) set forth in this Section 4.01, the party discovering such breach shall give prompt written notice to the others and to the Trustee. Fleet (RI) agrees to cooperate with FCCF in attempting to cure any such breach. Section 4.02. Representations and Warranties of Fleet (RI) Relating to the Agreement and the Receivables. (a) Representations and Warranties. Fleet (RI) hereby represents and warrants to FCCF and to the Trust as of the Initial Purchase Date and, with respect to Additional Accounts, as of the related Addition Date that: (i) this Agreement and any Supplemental Conveyance executed on such Addition Date constitutes a legal, valid and binding obligation of Fleet (RI) enforceable against Fleet (RI) in accordance with its terms, except as such enforceability may be limited by applicable Debtor Relief Laws and except as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity); 16 (ii) as of the Initial Purchase Date and as of the related Addition Date with respect to Additional Accounts, Schedule 1 to this Agreement, as supplemented on such date, is an accurate and complete listing in all material respects of all the Accounts as of the Initial Purchase Date or such Addition Cut-Off Date, as the case may be, and the information contained therein with respect to the identity of such Accounts and the Receivables existing in such Accounts is true and correct in all material respects as of the Initial Purchase Date or such Addition Cut-Off Date, as the case may be; (iii) each Receivable conveyed to FCCF has been conveyed to FCCF free and clear of any Lien and in compliance, in all material respects, with all Requirements of Law applicable to Fleet (RI); (iv) all authorizations, consents, orders or approvals of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by Fleet (RI) in connection with the conveyance of Receivables to FCCF have been duly obtained, effected or given and are in full force and effect; (v) this Agreement or, in the case of Additional Accounts, the related Supplemental Conveyance executed on such Addition Date, constitutes a valid sale, transfer and assignment to FCCF of all right, title and interest of Fleet (RI) in the Purchased Assets and such sale is perfected under the UCC. (vi) on the Initial Purchase Date, each Existing Account is an Eligible Account and, on the applicable Addition Cut-Off Date, each related Additional Account is an Eligible Account; (vii) on the Initial Purchase Date, each Receivable then existing in an Account is an Eligible Receivable and, on the applicable Addition Cut-Off Date, each Receivable then existing in any related Additional Accounts is an Eligible Receivable; (viii) as of the date of the creation of any new Receivable in an Account, such Receivable is an Eligible Receivable; and (ix) no selection procedure has been utilized by Fleet (RI) which Fleet (RI) reasonably believes would result in a selection of Existing Accounts or Additional Accounts (from among the available Eligible Accounts on the Initial Purchase Date or the applicable Addition Cut-Off Date, as the case may be) that would be materially adverse to the interests of FCCF or its transferees. (b) Notice of Breach. The representations and warranties set forth in this Section 4.02 shall survive the sale of the Purchased Assets to FCCF. Upon discovery by either Fleet (RI) or FCCF of a breach of any of the representations and warranties set forth in this Section 4.02, the party discovering such breach shall give written notice to the other party and the Trustee. Fleet (RI) agrees to cooperate with FCCF in attempting to cure any such breach. Fleet (RI) hereby acknowledges that FCCF intends to rely on the representations hereunder in connection with representations made by FCCF to secured parties, assignees or subsequent transferees including but not limited to transfers made by FCCF to the Trustee pursuant to the Pooling and Servicing Agreement, and Fleet (RI) hereby consents to such reliance. 17 Section 4.03. Representations and Warranties of FCCF. As of the Initial Purchase Date and each Addition Date, FCCF hereby represents and warrants to, and agrees with, Fleet (RI) that: (a) Organization and Good Standing. FCCF is a limited liability company duly formed and validly existing under the laws of the State of Delaware and has, in all material respects, full power and authority to own its properties and conduct its business as such properties are presently owned and such business is presently conducted, and to execute, deliver and perform its obligations under this Agreement. (b) Due Authorization. The execution and delivery by FCCF of this Agreement and any other document or instrument delivered pursuant hereto, including any Supplemental Conveyance executed on such Addition Date, to which FCCF is a party, and the consummation by FCCF of the transactions provided for in this Agreement and any such Supplemental Conveyance, have been duly authorized by FCCF by all necessary action on the part of FCCF. (c) No Conflict. The execution and delivery of this Agreement by FCCF, the performance by FCCF of the transactions contemplated by this Agreement, and the fulfillment by FCCF of the terms of this Agreement applicable to FCCF, will not conflict with, result in any breach of any of the material terms and provisions of, or constitute (with or without notice or lapse of time or both) a material default under, any indenture, contract, agreement, mortgage, deed of trust or other instrument to which FCCF is a party or by which it or any of its properties are bound. (d) No Violation. The execution, delivery and performance of this Agreement by FCCF and the fulfillment by FCCF of the terms hereof applicable to FCCF will not conflict with or violate any Requirements of Law applicable to FCCF. (e) No Proceedings. There are no proceedings or investigations pending, or to the best knowledge of FCCF, threatened, against FCCF, before any Governmental Authority (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement, (iii) seeking any determination or ruling that, in the reasonable judgment of FCCF, would materially and adversely affect the performance by FCCF of its obligations under this Agreement or (iv) seeking any determination or ruling that would materially and adversely affect the validity or enforceability of this Agreement. (f) All Consents. All authorizations, consents, orders or approvals of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by FCCF in connection with the execution and delivery by FCCF of this Agreement and the performance by FCCF of the transactions contemplated by this Agreement have been duly obtained, effected or given and are in full force and effect. 18 The representations and warranties set forth in this Section 4.03 shall survive the sale of the Purchased Assets to FCCF. Upon discovery by Fleet (RI) or FCCF of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give written notice to the other party and the Trustee within three Business Days following such discovery. FCCF agrees to cooperate with Fleet (RI) in attempting to cure any such breach. [END OF ARTICLE IV] 19 ARTICLE V COVENANTS Section 5.01. Covenants of Fleet (RI). Fleet (RI) hereby covenants and agrees with FCCF as follows: (a) Receivables Not To Be Evidenced by Promissory Notes or Chattel Paper. Except in connection with the enforcement or collection of a Receivable, Fleet (RI) will take no action to cause any Receivable sold to FCCF hereunder to be evidenced by any instrument or chattel paper (as defined in the UCC), and if any Receivable is so evidenced as a result of any action by Fleet (RI) it shall be deemed to be an Ineligible Receivable described in subsection 6.01(a) and shall be reassigned to Fleet (RI) in accordance with subsection 6.01(b); provided, however, that Receivables evidenced by notes taken from Obligors in the ordinary course of business of Fleet (RI)'s collection efforts shall not be deemed Ineligible Receivables solely as a result thereof. (b) Security Interests. Except for the conveyances hereunder, Fleet (RI) will not sell, pledge, assign or transfer to any other Person, or grant, create, incur, assume or suffer to exist any Lien arising through or under Fleet (RI) on any Purchased Assets; Fleet (RI) will immediately notify FCCF and the Trustee of the existence of any Lien arising through or under Fleet (RI) on any Purchased Assets; and Fleet (RI) shall defend the right, title and interest of FCCF in, to and under the Purchased Assets, whether now existing or hereafter created, against all claims of third parties claiming through or under Fleet (RI). (c) Delivery of Collections. In the event that Fleet (RI) receives Collections, Fleet (RI) agrees to pay FCCF (or to the Servicer if FCCF so directs) all such Collections as soon as practicable after receipt thereof but in no event later than two Business Days after the receipt thereof by Fleet (RI). (d) Notice of Liens. Fleet (RI) shall notify FCCF and the Trustee promptly after becoming aware of any Lien arising through or under Fleet (RI) on any Purchased Assets other than the Lien of the conveyances hereunder. (e) Periodic Rate Finance Charges and Other Fees. Except as otherwise required by any Requirements of Law or as is deemed by Fleet (RI) in its sole discretion to be necessary in order for it to maintain its lending business on a competitive basis based on a good faith assessment by Fleet (RI) of the nature of its competition in the lending business, it shall not at any time reduce the annual percentage rate of the Periodic Finance Charges assessed on the Receivables transferred by it to FCCF or other fees charged on any of the Accounts owned by it if, as a result of any such reduction, either (i) Fleet (RI)'s reasonable expectation is that such reduction will cause a Pay Out Event to occur or (ii) such reduction is not also applied to any comparable segments of consumer revolving credit card accounts owned by Fleet (RI) which have characteristics the same as, or substantially similar to, such Accounts. (f) Cardholder Agreements and Credit Card Guidelines. Fleet (RI) shall comply with and perform its obligations under the Cardholder Agreements relating to the Accounts and the Credit Card Guidelines and all applicable rules and regulations of MasterCard and VISA or their respective substantial equivalents except insofar as any failure so to comply or perform would not materially and adversely affect the validity, enforceability or right to collect any Receivables and which would not otherwise adversely affect the rights or interests of FCCF. 20 Subject to compliance with all Requirements of Law, Fleet (RI) may change the terms and provisions of the Cardholder Agreements or the Credit Card Guidelines with respect to any of the Accounts owned by it in any respect (including the calculation of the amount, or the timing, of charge-offs and the Periodic Finance Charges and other fees to be assessed thereon) only if in the reasonable judgment of Fleet (RI) such change is made applicable to any comparable segment of the consumer revolving credit card accounts owned by Fleet (RI) which have characteristics the same as, or substantially similar to, such Accounts. (g) MasterCard and VISA. Fleet (RI), to the extent applicable to the Accounts shall use its best efforts to remain, either directly or indirectly, a member in good standing of the MasterCard system, the VISA system and any other similar entity's or organization's system relating to any other type of consumer revolving credit card accounts included as Accounts. (h) Documentation of Transfer. Fleet (RI) shall file the documents which would be necessary to perfect and maintain the perfection of the sale of the Purchased Assets to FCCF. (i) Jurisdiction or Type of Organization. Fleet (RI) shall not change its name or its jurisdiction or type of organization without previously having delivered to FCCF an opinion of counsel to the effect that all actions have been taken, and all filings have been made, as are necessary to continue and maintain the first-priority perfected ownership interest of FCCF in the Purchased Assets. (j) Annual Opinion. On or before May 31 of each year, beginning with May 31, 2002, Fleet (RI) shall deliver to FCCF an opinion of counsel to the effect that (i) no further action with respect to the recording or filing of any financing statements, any continuation statements, or any other documents or filings is then necessary to perfect the ownership interest of FCCF in the Purchased Assets, and (ii) no further action with respect to the recording or filing of any financing statements, any continuation statements, or any other documents or filings will be necessary prior to May 31 of the next calendar year to perfect the ownership interest of FCCF in the Purchased Assets or stating what such filings will be necessary prior to such May 31. Section 5.02. Account Allocations. If a Transfer Restriction Event occurs, then, in any such event, Fleet (RI) agrees (except as prohibited by any such order or any Requirement of Law) to allocate and pay to FCCF, after the date of such Transfer Restriction Event, all Collections with respect to Principal Receivables previously sold to FCCF. To the extent that it is not clear to Fleet (RI) whether collections relate to a Principal Receivable that was sold to FCCF or to a Principal Receivable that Fleet (RI) is unable to sell to FCCF, Fleet (RI) agrees that it shall allocate payments on each Account with respect to the principal balance of such Account first to the oldest principal balance of such Account. Notwithstanding any cessation of the sale to FCCF of additional Principal Receivables, Principal Receivables sold to FCCF prior to the occurrence of the event giving rise to such inability, Collections in respect of such Principal Receivables, Finance Charge Receivables whenever created that accrue in respect of such Principal Receivables, and Collections in respect of such Finance Charge Receivables, shall continue to be property of FCCF available for transfer by FCCF to the Trustee pursuant to the Pooling and Servicing Agreement. [END OF ARTICLE V] 21 ARTICLE VI REPURCHASE OBLIGATION Section 6.01. Reassignment of Ineligible Receivables. (a) In the event (i) any representation or warranty contained in subsection 4.02(a)(ii), (iii), (iv), (vi), (vii), (viii) or (ix) is not true and correct in any material respect as of the date specified therein with respect to any Receivable or the related Account and as a result of such breach FCCF is required under Subsection 2.05(a) of the Pooling and Servicing to accept reassignment of such Receivables previously sold by Fleet (RI) to FCCF pursuant to this Agreement or (ii) it is so provided in subsection 5.01(a), Fleet (RI) shall accept reassignment of such Receivables on the terms and conditions set forth in Subsection 6.01(b). Receivables which are to be reassigned to Fleet (RI) under this subsection 6.01(a) are "Ineligible Receivables." (b) Fleet (RI) shall accept reassignment of any Receivables described in subsection 6.01(a) from FCCF on the date on which such Receivables are reassigned to FCCF pursuant to subsection 2.05(a) of the Pooling and Servicing Agreement, and shall pay for such reassigned Receivables by paying to FCCF, or if so directed by FCCF, to the Trustee for deposit as directed by FCCF into the accounts created under the Pooling and Servicing Agreement, and such payment shall be made by Fleet (RI), not later than 3:00 p.m., New York City time, on such date, an amount equal to the unpaid balance of such Receivables. Upon reassignment of such Receivables, FCCF shall automatically and without further action sell, transfer, assign, set-over and otherwise convey to Fleet (RI), without recourse, representation or warranty, all the right, title and interest of FCCF in and to such Receivables, all Recoveries with respect to such Receivables, all Allocated Interchange allocable to such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including, without limitation, "proceeds" as defined in the UCC) thereof. Such reassigned Ineligible Receivables shall be treated by FCCF as collected in full as of the date on which they were reassigned. FCCF shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by Fleet (RI) to effect the conveyance of such Ineligible Receivables and other property pursuant to this subsection. Section 6.02. Reassignment of Other Receivables. (a) In the event any representation or warranty set forth in subsection 4.01(a)(i) or (iii) or in subsection 4.02(a)(i) or (v) is not true and correct in any material respect and as a result of such breach FCCF is required under Subsection 2.06 of the Pooling and Servicing Agreement to accept a reassignment of all of the Receivables previously sold by Fleet (RI) to FCCF pursuant to this Agreement, Fleet (RI) shall accept a reassignment of such Receivables on the terms and conditions set forth in subsection 6.02(b). (b) Fleet (RI) shall accept reassignment of any Receivables described in subsection 6.02(a) from FCCF on the date on which such Receivables are reassigned to FCCF, and shall pay for such reassigned Receivables by paying to FCCF, not later than 1:00 p.m., New York City time, on the second Business Day preceding the first Distribution Date following the Monthly Period in which such reassignment obligation arises, an amount equal to the unpaid 22 balance of such Receivables. Upon reassignment of such Receivables, FCCF shall automatically and without further action sell, transfer, assign, set-over and otherwise convey to Fleet (RI), without recourse, representation or warranty, all the right, title and interest of FCCF in and to such Receivables, all Recoveries with respect to such Receivables, all Allocated Interchange allocable to such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including, without limitation, "proceeds" as defined in the UCC) thereof. FCCF shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by Fleet (RI) to effect the conveyance of such Receivables and other property pursuant to this subsection. [END OF ARTICLE VI] 23 ARTICLE VII CONDITIONS PRECEDENT Section 7.01. Conditions to FCCF's Purchase Obligations. The obligations of FCCF to purchase the Receivables in the Existing Accounts on the Initial Purchase Date shall be subject to the satisfaction of the following conditions: (a) All representations and warranties of Fleet (RI) contained in this Agreement shall be true and correct on the Initial Purchase Date with the same effect as though such representations and warranties had been made on such date; (b) All information concerning the Existing Accounts provided to FCCF shall be true and correct as of the Initial Purchase Date in all material respects; (c) Fleet (RI) shall have (i) delivered to FCCF a true and correct Account Schedule with respect to the Existing Accounts, and (ii) performed all other obligations required to be performed by Fleet (RI) on or before the Initial Purchase Date by the provisions of this Agreement; (d) Fleet (RI) shall have recorded and filed, at its expense, any financing statement with respect to the Purchased Assets meeting the requirements of applicable law in such manner and in such jurisdictions as are necessary to perfect the sale of the Purchased Assets from Fleet (RI) to FCCF, and shall deliver a file-stamped copy of such financing statements or other evidence of such filings to FCCF; (e) All corporate and legal proceedings and all instruments in connection with the transactions contemplated by this Agreement shall be satisfactory in form and substance to FCCF, and FCCF shall have received from Fleet (RI) copies of all documents (including, without limitation, records of corporate proceedings) relevant to the transactions herein contemplated as FCCF may reasonably have requested. Section 7.02. Conditions Precedent to Fleet (RI)'s Obligations. The obligations of Fleet (RI) to sell the Receivables in the Existing Accounts as of the Initial Purchase Date shall be subject to the satisfaction of the following conditions: (a) All representations and warranties of FCCF contained in this Agreement shall be true and correct on the Initial Purchase Date with the same effect as though such representations and warranties had been made on such date; (b) Payment or provision for payment of the Purchase Price in accordance with Section 3.01 hereof shall have been made; and (c) All company and legal proceedings and all instruments in connection with the transactions contemplated by this Agreement shall be satisfactory in form and substance to Fleet (RI), and Fleet (RI) shall have received from FCCF copies of all documents (including, without limitation, records of company proceedings) relevant to the transactions herein contemplated as Fleet (RI) may reasonably have requested. [END OF ARTICLE VII] 24 ARTICLE VIII TERM AND PURCHASE TERMINATION Section 8.01. Term. This Agreement shall commence as of the date of execution and delivery hereof and shall continue until the earlier of (i) the termination of the Trust as provided in Article XII of the Pooling and Servicing Agreement and (ii) the date on which FCCF is removed as a Transferor under the Pooling and Servicing Agreement or Fleet (RI) becomes a Transferor under the Pooling and Servicing Agreement and transfers Receivables in the Accounts to the Trustee. Thereafter this Agreement may be terminated by the mutual agreement of the parties hereto. Section 8.02. Purchase Termination. If Fleet (RI) shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to Fleet (RI) or of or relating to all or substantially of or relating to all of its property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against Fleet (RI); or Fleet (RI) shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations (each, an "INSOLVENCY EVENT"); then Fleet (RI) shall immediately cease to sell Principal Receivables to FCCF and shall promptly give notice to FCCF and the Trustee of such Insolvency Event. Notwithstanding any cessation of the sale to FCCF of additional Principal Receivables, Principal Receivables sold to FCCF prior to the occurrence of such Insolvency Event, Collections in respect of such Principal Receivables, Finance Charge Receivables whenever created that accrue in respect of such Principal Receivables, and Collections in respect of such Finance Charge Receivables, shall continue to be property of FCCF available for transfer by FCCF to the Trustee pursuant to the Pooling and Servicing Agreement. To the extent that it is not clear to Fleet (RI) whether collections relate to a Principal Receivable that was sold to FCCF or to a Principal Receivable that Fleet (RI) has not sold to FCCF, Fleet (RI) agrees that it shall allocate payments on each Account with respect to the principal balance of such Account first to the oldest principal balance of such Account. [END OF ARTICLE VIII] 25 ARTICLE IX MISCELLANEOUS PROVISIONS Section 9.01. Amendment. This Agreement may not be changed orally, but only by an instrument in writing signed by FCCF and Fleet (RI) in accordance with this Section 9.01. This Agreement may be amended from time to time by FCCF and Fleet (RI) (a) to cure any ambiguity, (b) to correct or supplement any provisions herein which may be inconsistent with any other provisions herein, (c) to add any other provisions with respect to matters or questions arising under this Agreement which shall not be inconsistent with the provisions of this Agreement, (d) to change or modify the Purchase Price, and (e) to change, modify, delete or add any other obligation of Fleet (RI) or FCCF; provided, however, that no amendment pursuant to clause (d) or (e) of this Section 9.01 shall be effective unless the Rating Agency Condition has been satisfied; provided further that FCCF shall have delivered to the Servicer and the Trustee an Officer's Certificate to the effect that FCCF reasonably believes that such action will not have an Adverse Effect. Any reconveyance or reassignment executed in accordance with the provisions hereof shall not be considered to be an amendment to this Agreement. A copy of any amendment to this Agreement shall be sent to each Rating Agency. Section 9.02. Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. Section 9.03. Notices. All demands, notices and communications hereunder shall be in writing and shall be deemed to have been duly given if personally delivered at or mailed by certified mail, return receipt requested, to (a) in the case of Fleet (RI), to Fleet Bank (RI), National Association, 680 Blair Mill Road, Horsham, Pennsylvania 19044, Mail Stop: PA EH 066 01H, Attention: Director of Securitization Structuring (facsimile: (215) 444-6660) with a copy to General Counsel, Mail Stop: PA EH 066 02L, 680 Blair Mill Road, Horsham, PA 19044, (b) in the case of FCCF, to Fleet Credit Card Funding, LLC, Suite PA EH 066 01L, 680 Blair Mill Road, Horsham, Pennsylvania 19044, Attention: President with a copy to General Counsel of Fleet Credit Card Funding, LLC, Mail Stop: PA EH 066 02L, 680 Blair Mill Road, Horsham, PA 19044 and (c) in the case of the Trustee, to Bankers Trust Company, Four Albany Street, New York, New York 10006, Attention: Structured Finance Team, or, as to each party, at such other address as shall be designated by such party in a written notice to each other party in accordance with this Section 9.03. Section 9.04. Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Agreement shall for any reason whatsoever be held invalid, then such covenants, agreements, provisions, or terms shall be deemed severable from the remaining covenants, agreements, provisions, and terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this Agreement. 26 Section 9.05. Assignment; Merger or Consolidation of, or Assumption of the Obligations of Fleet (RI). (a) Notwithstanding anything to the contrary contained herein, other than FCCF's assignment of its right, title, and interest in, to, and under this Agreement to the Trustee as contemplated by the Pooling and Servicing Agreement and Section 9.06 hereof, this Agreement may not be assigned by the parties hereto. (b) Fleet (RI) shall not consolidate with or merge into any other corporation or convey or transfer its properties and assets substantially as an entirety to any Person unless: (i)(x) the corporation formed by such consolidation or into which Fleet (RI) is merged or the Person which acquires by conveyance or transfer the properties and assets of Fleet (RI) substantially as an entirety shall be, if Fleet (RI) is not the surviving entity, a corporation organized and existing under the laws of the United States of America or any State or the District of Columbia, and, if Fleet (RI) is not the surviving entity, such corporation shall expressly assume, by an agreement supplemental hereto, executed and delivered to FCCF and the Trustee, in form satisfactory to FCCF and the Trustee, the performance of every covenant and obligation of Fleet (RI) hereunder; and (y) Fleet (RI) has delivered to FCCF and the Trustee an Officer's Certificate and an Opinion of Counsel each stating that such consolidation, merger, conveyance or transfer and such supplemental agreement comply with this Section, that such supplemental agreement is a valid and binding obligation of such surviving entity enforceable against such surviving entity in accordance with its terms, except as such enforceability may be limited by applicable Debtor Relief Laws and except as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity), and that all conditions precedent herein provided for relating to such transaction have been complied with; (ii) the Rating Agency Condition shall have been satisfied with respect to such consolidation, merger, conveyance or transfer; and (iii) if any securities issued by the Trust are outstanding that were characterized as debt at the time of their issuance, Fleet (RI) shall have delivered to FCCF, the Trustee and each Rating Agency a Tax Opinion, dated the date of such consolidation, merger, conveyance or transfer, with respect thereto. (c) The Obligations of Fleet (RI) hereunder shall not be assignable nor shall any Person succeed to the obligations of Fleet (RI) hereunder except in each case in accordance with the provisions of the foregoing paragraph (b). Section 9.06. Acknowledgement and Agreement of Fleet (RI). By execution below, Fleet (RI) expressly acknowledges and agrees that all of FCCF's right, title, and interest in, to, and under this Agreement, including, without limitation, all of FCCF's right, title, and interest in and to the Purchased Assets, may be assigned by FCCF to the Trustee, and Fleet (RI) consents to such assignments. Fleet (RI) further agrees that notwithstanding any claim, counterclaim, right of setoff or defense which it may have against FCCF, due to a breach by FCCF of this Agreement or for any other reason, and notwithstanding the bankruptcy of FCCF or 27 any other event whatsoever, Fleet (RI)'s sole remedy shall be a claim against FCCF for money damages, and then only to the extent of funds available to FCCF, and in no event shall Fleet (RI) assert any claim on or any interest in the Purchased Assets or take any action which would reduce or delay receipt by the Trustee of Collections with respect to the Purchased Assets. Additionally, Fleet (RI) agrees that any amounts payable by Fleet (RI) to FCCF hereunder which are to be paid by FCCF to the Trustee or the Servicer shall be paid by Fleet (RI) directly to the Trustee or the Servicer, as assignee of FCCF. Section 9.07. Further Assurances. FCCF and Fleet (RI) agree to do and perform, from time to time, any and all acts and to execute any and all further instruments required or reasonably requested by the other party or the Trustee more fully to effect the purposes of this Agreement, including, without limitation, the execution or authorization of any financing statements or continuation statements or amendments to financing statements or equivalent documents relating to the Purchased Assets for filing under the provisions of the UCC or other law of any applicable jurisdiction. Section 9.08. No Waiver; Cumulative Remedies. No failure to exercise and no delay in exercising, on the part of FCCF or Fleet (RI), any right, remedy, power or privilege hereunder, shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exhaustive of any rights, remedies, powers and privileges provided by law. Section 9.09. Counterparts. This Agreement may be executed in two or more counterparts (and by different parties on separate counterparts), each of which shall be an original, but all of which together shall constitute one and the same instrument. Section 9.10. Binding; Third-Party Beneficiaries. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns. The Trust and the Trustee shall be considered third-party beneficiaries of this Agreement. Section 9.11. Merger and Integration. Except as specifically stated otherwise herein, this Agreement sets forth the entire understanding of the parties relating to the subject matter hereof, and all prior understandings, written or oral, are superseded by this Agreement. This Agreement may not be modified, amended, waived or supplemented except as provided herein. Section 9.12. Headings. The headings are for purposes of reference only and shall not otherwise affect the meaning or interpretation of any provision hereof. Section 9.13. Schedules and Exhibits. The schedules and exhibits attached hereto and referred to herein shall constitute a part of this Agreement and are incorporated into this Agreement for all purposes. Section 9.14. Survival of Representations and Warranties. All representations, warranties and agreements contained in this Agreement or contained in any Supplemental 28 Conveyance shall remain operative and in full force and effect and shall survive conveyance of the Purchased Assets by FCCF to the Trustee pursuant to the Pooling and Servicing Agreement. Section 9.15. Nonpetition Covenant. Notwithstanding any prior termination of this Agreement, Fleet (RI) shall not, prior to the date which is one year and one day after the termination of this Agreement, acquiesce, petition or otherwise invoke or cause FCCF or the Trust to invoke the process of any Governmental Authority for the purpose of commencing or sustaining a case against FCCF or the Trust under any Debtor Relief Law or appointing a receiver, conservator, liquidator, assignee, trustee, custodian, sequestrator or other similar official of FCCF or the Trust or any substantial part of its property or ordering the winding-up or liquidation of the affairs of FCCF or the Trust. [END OF ARTICLE IX] 29 IN WITNESS WHEREOF, Fleet (RI) and FCCF have caused this Receivables Purchase Agreement to be duly executed by their respective officers as of the date first above written. FLEET BANK (RI), NATIONAL ASSOCIATION By: /s/ Jeffrey Lipson ------------------------------- Name: Jeffrey Lipson Title: Vice President FLEET CREDIT CARD FUNDING, LLC By: /s/ Jeffrey Lipson ------------------------------- Name: Jeffrey Lipson Title: Vice President Acknowledged and Accepted by: BANKERS TRUST COMPANY, not in its individual capacity, but solely as Trustee By: /s/ Peter Becker ------------------------------- Name: Peter Becker Title: Assistant Vice President EXHIBIT A FORM OF SUPPLEMENTAL CONVEYANCE (As required by Section 2.02 of the Receivables Purchase Agreement) SUPPLEMENTAL CONVEYANCE No. ___ dated as of _______________, by and between FLEET BANK (RI), NATIONAL ASSOCIATION, a national banking association ("FLEET (RI)"), and FLEET CREDIT CARD FUNDING, LLC, a Delaware limited liability company ("FCCF"), pursuant to the Receivables Purchase Agreement referred to below. WITNESSETH: WHEREAS, Fleet (RI) and FCCF are parties to a Receivables Purchase Agreement, dated as of January 1, 2002 (hereinafter as such agreement may have been, or may from time to time be, amended, supplemented or otherwise modified, the "RECEIVABLES PURCHASE AGREEMENT"); WHEREAS, pursuant to the Receivables Purchase Agreement, Fleet (RI) wishes to designate Additional Accounts to be included as Accounts, and Fleet (RI) wishes to convey its right, title and interest in the Receivables of such Additional Accounts, whether existing on the Addition Cut-Off Date or thereafter created, to FCCF pursuant to the Receivables Purchase Agreement; and WHEREAS, FCCF is willing to accept such designation and conveyance subject to the terms and conditions hereof. NOW, THEREFORE, Fleet (RI) and FCCF hereby agree as follows: 1. Defined Terms. All capitalized terms used herein shall have the meanings ascribed to them in the Receivables Purchase Agreement unless otherwise defined herein. "Addition Cut-Off Date" shall mean, with respect to the Additional Accounts, __________. "Addition Date" shall mean, with respect to the Additional Accounts, _____________. "Additional Accounts" shall mean the Additional Accounts, as defined in the Receivables Purchase Agreement, that are designated hereby and listed on SCHEDULE 1 hereto. "Additional Purchased Assets" shall have the meaning set forth in Section 3(a). A-1 2. Designation of Additional Accounts. Fleet (RI) delivers herewith an Account Schedule containing a true and complete list of the Additional Accounts. Such Account Schedule is incorporated into and made part of this Supplemental Conveyance, shall be SCHEDULE 1 to this Supplemental Conveyance and shall supplement SCHEDULE 1 to the Receivables Purchase Agreement. 3. Conveyance of Receivables. (a) Fleet (RI) does hereby sell, transfer, assign, set over and otherwise convey to FCCF, without recourse except as provided in the Receivables Purchase Agreement, all of its right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables existing in the Additional Accounts at the close of business on the Addition Cut-Off Date and thereafter created in the Additional Accounts from time to time, all Allocated Interchange and Recoveries with respect to such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto and all proceeds (including, without limitation, "proceeds" as defined in the UCC) thereof (collectively, the "ADDITIONAL PURCHASED ASSETS"). (b) In connection with such sale and if necessary, Fleet (RI) agrees to record and file, at its own expense, one or more financing statements (and amendments and continuation statements with respect to such financing statements when applicable) with respect to the Additional Purchased Assets meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect the sale of the Additional Purchased Assets to FCCF, and to deliver a file-stamped copy of such financing statements or amendments or continuation statements or other evidence of such filing to FCCF. (c) In connection with such sale, Fleet (RI) further agrees, at its own expense, on or prior to the date of this Supplemental Conveyance, to indicate in the appropriate computer files that all Receivables created in connection with the Additional Accounts and the other Additional Purchased Assets have been conveyed to FCCF pursuant to this Supplemental Conveyance. (d) The parties hereto intend that the conveyance of Fleet (RI)'s right, title and interest in and to the Additional Purchased Assets shall constitute an absolute sale, conveying good title free and clear of any liens, claims, encumbrances or rights of others from Fleet (RI) to FCCF. It is the intention of the parties hereto that the arrangements with respect to the Additional Purchased Assets shall for all purposes, including for accounting purposes, constitute a purchase and sale of such Additional Purchased Assets and not a loan. In the event, however, that it were to be determined that the transactions evidenced hereby constitute a loan and not a purchase and sale, it is the intention of the parties hereto that this Supplemental Conveyance shall constitute a security agreement under applicable law, and that Fleet (RI) shall be deemed to have granted, and Fleet (RI) does hereby grant, to FCCF a first priority perfected security interest in all of Fleet (RI)'s right, title and interest, whether now owned or hereafter acquired, in, to and under the Additional Purchased Assets to secure the obligations of Fleet (RI) hereunder and under the Receivables Purchase Agreement. A-2 (e) To the extent that Fleet (RI) retains any interest in the Additional Purchased Assets, Fleet (RI) hereby grants to the Trustee a security interest in all of Fleet (RI)'s right, title and interest, whether now owned or hereafter acquired, in, to and under the Additional Purchased Assets, to secure the performance of all of the obligations of Fleet (RI) hereunder, under the Pooling and Servicing Agreement and under the Receivables Purchase Agreement. With respect to such security interest and such collateral, the Trustee shall have all of the rights that it has under the Pooling and Servicing Agreement. 4. Acceptance by FCCF. FCCF hereby acknowledges that, prior to or simultaneously with the execution and delivery of this Supplemental Conveyance, Fleet (RI) delivered to FCCF the Account Schedule described in Section 2 of this Supplemental Conveyance with respect to all Additional Accounts. 5. Representations and Warranties of Fleet (RI). Fleet (RI) hereby represents and warrants to FCCF as of the date of this Supplemental Conveyance and as of the Addition Date that: (a) Legal, Valid and Binding Obligation. This Supplemental Conveyance constitutes a legal, valid and binding obligation of Fleet (RI) enforceable against Fleet (RI) in accordance with its terms, except as such enforceability may be limited by applicable Debtor Relief Laws and except as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity). (b) Account Schedule. As of the Addition Date, Schedule 1 to the Receivables Purchase Agreement as supplemented on the Addition Date by the Account Schedule delivered pursuant to Section 2 of this Supplemental Conveyance is an accurate and complete listing in all material respects of all Accounts including the Additional Accounts as of the Addition Cut-Off Date and the information contained therein with respect to the identity of the Accounts and the Receivables existing in such Accounts is true and correct in all material respects as of the Addition Cut-Off Date. (c) No Liens. Each Receivable conveyed to FCCF by this Supplemental Conveyance has been conveyed to FCCF free and clear of any Lien and in compliance, in all material respects, with all Requirements of Law applicable to Fleet (RI). (d) Consents. All authorizations, consents, orders or approvals of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by Fleet (RI) in connection with the conveyance of Receivables to FCCF pursuant to this Supplemental Conveyance have been duly obtained, effected or given and are in full force and effect. (e) Sale. This Supplemental Conveyance constitutes a valid sale, transfer and assignment to FCCF of all right, title and interest of Fleet (RI) in the Additional Purchased Assets and such sale is perfected under the UCC. (f) Eligible Accounts. On the Addition Cut-Off Date, each Additional Account is an Eligible Account. A-3 (g) Eligible Receivables. On the Addition Cut-Off Date, each Receivable then existing in any Additional Account is an Eligible Receivable. (h) New Receivables. As of the date of the creation of any new Receivable in an Additional Account, such Receivable is an Eligible Receivable. (i) No Adverse Selection. No selection procedure has been utilized by Fleet (RI) which Fleet (RI) reasonably believes would result in a selection of the Additional Accounts (from among the available Eligible Accounts on the Addition Cut-Off Date) that would be materially adverse to the interests of FCCF or its transferees. (j) Insolvency. No Insolvency Event with respect to Fleet (RI) has occurred and the transfer of the Additional Purchased Assets to FCCF has not been made in contemplation of the occurrence thereof. (k) FDIC Insurance. Fleet (RI) is an insured institution for purposes of the Federal Deposit Insurance Act. (l) No Conflict. The execution and delivery by Fleet (RI) of this Supplemental Conveyance, the performance by Fleet (RI) of the transactions contemplated by this Supplemental Conveyance and the fulfillment by Fleet (RI) of the terms hereof, will not conflict with, result in any breach of any of the material terms and provisions of, or constitute (with or without notice or lapse of time or both) a material default under, any indenture, contract, agreement, mortgage, deed of trust or other instrument to which Fleet (RI) is a party or by which it or its properties are bound; (m) No Violation. The execution and delivery by Fleet (RI) of this Supplemental Conveyance, the performance by Fleet (RI) of the transactions contemplated by this Supplemental Conveyance and the fulfillment by Fleet (RI) of the terms hereof will not conflict with or violate any Requirements of Law applicable to Fleet (RI). (n) No Proceedings. There are no Proceedings or investigations pending or, to the best knowledge of Fleet (RI), threatened, against Fleet (RI) before any Governmental Authority (i) asserting the invalidity of this Supplemental Conveyance, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Supplemental Conveyance, (iii) seeking any determination or ruling that, in the reasonable judgment of Fleet (RI), would materially and adversely affect the performance by Fleet (RI) of its obligations under this Supplemental Conveyance or (iv) seeking any determination or ruling that would materially and adversely affect the validity or enforceability of this Supplemental Conveyance. (o) All Consents. All approvals, authorizations, consents, orders or other actions of any Person or of any governmental body or official required in connection with the execution and delivery by Fleet (RI) of this Supplemental Conveyance and the performance by Fleet (RI) of the transactions contemplated by this Supplemental Conveyance and the fulfillment by Fleet (RI) of the terms hereof have been obtained. 6. Ratification of the Receivables Purchase Agreement. The Receivables Purchase Agreement is hereby ratified, and all references to the "RECEIVABLES PURCHASE AGREEMENT," to "THIS AGREEMENT" and "HEREIN" shall be deemed from and after the Addition Date A-4 to be a reference to the Receivables Purchase Agreement as supplemented and amended by this Supplemental Conveyance. Except as expressly amended hereby, all the representations, warranties, terms, covenants and conditions of the Receivables Purchase Agreement shall remain unamended and shall continue to be, and shall remain, in full force and effect in accordance with its terms and except as expressly provided herein shall not constitute or be deemed to constitute a waiver of compliance with or consent to non-compliance with any term or provision of the Receivables Purchase Agreement. 7. Counterparts. This Supplemental Conveyance may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument. 8. GOVERNING LAW. THIS SUPPLEMENTAL CONVEYANCE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. A-5 IN WITNESS WHEREOF, the undersigned have caused this Supplemental Conveyance to be duly executed and delivered by their respective duly authorized officers on the date first above written. FLEET BANK (RI), NATIONAL ASSOCIATION By: __________________________________ Name: Title: FLEET CREDIT CARD FUNDING, LLC By: __________________________________ Name: Title: Acknowledged and Accepted by: BANKERS TRUST COMPANY, as Trustee By: _____________________________ Name: Title: A-6 SCHEDULE 1 TO SUPPLEMENTAL CONVEYANCE ADDITIONAL ACCOUNTS EXHIBIT B FORM OF OPINION OF COUNSEL ON DESIGNATION OF ADDITIONAL ACCOUNTS The opinions set forth below may be subject to all the qualifications, assumptions, limitations and exceptions taken or made in the Opinions of Counsel delivered in connection with the initial sales under this Agreement. 1. The Receivables constitute "accounts," as defined the UCC. 2. The Receivables Purchase Agreement creates in favor of FCCF a security interest in the Receivables and the proceeds thereof. Such security interest is perfected and of first priority. 3. If the Federal Deposit Insurance Corporation should be appointed as conservator or receiver for Fleet (RI) pursuant to Section 11(c) of the Federal Deposit Insurance Act, then if the matter were properly briefed and presented to a court, the court would hold that (a) the FDIC could not reclaim, recover, or recharacterize as property of Fleet (RI) or the receivership the assets that have been transferred by Fleet (RI) to FCCF pursuant to the Receivables Purchase Agreement, and (b) the FDIC could not avoid the Receivables Purchase Agreement. B-1 SCHEDULE 1 LIST OF ACCOUNTS EX-4.2 9 w52666a1ex4-2.txt FORM OF AMEND. NO. 1 TO RECEIVABLES PURCHASE AGREE EXHIBIT 4.2 FORM OF AMENDMENT NUMBER 1 TO RECEIVABLES PURCHASE AGREEMENT THIS AMENDMENT NUMBER 1 TO RECEIVABLES PURCHASE AGREEMENT, dated as of April __, 2002 (this "Agreement") amends that Receivables Purchase Agreement dated as of January 1, 2002, (the "Purchase Agreement") between FLEET BANK (RI), NATIONAL ASSOCIATION, a national banking association ("Fleet (RI)") and FLEET CREDIT CARD FUNDING TRUST, a Delaware business trust ("FCCF"). RECITALS WHEREAS, Fleet (RI) and FCCF entered into the Purchase Agreement pursuant to which Fleet (RI) sells credit card receivables to FCCF; and WHEREAS, Fleet (RI) has assigned its limited liability company interest in FCCF to Fleet Credit Card Services, L.P., a Rhode Island limited partnership ("Services"), and subsequent to such assignment, FCCF converted from a Delaware limited liability company to a Delaware business trust and changed its name to Fleet Credit Card Funding Trust; and WHEREAS, the parties hereto have agreed to enter into this Agreement to make conforming changes to the Purchase Agreement. NOW, THEREFORE, in consideration of these premises, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is hereby agreed that: ARTICLE I DEFINITIONS Section 1.1 Definitions in the Purchase Agreement. Terms used in this Agreement and not defined herein shall have the meanings assigned to them in the Purchase Agreement. ARTICLE II AMENDMENTS TO THE PURCHASE AGREEMENT Section 2.1 Amendment of the Introductory Paragraph to the Purchase Agreement. The introductory paragraph to the Purchase Agreement is hereby amended and restated in its entirety to read as follows: RECEIVABLES PURCHASE AGREEMENT, dated as of January 1, 2002 by and between FLEET BANK (RI), NATIONAL ASSOCIATION, a national banking association (together with its permitted successors and assigns, "FLEET (RI)"), and FLEET CREDIT CARD FUNDING TRUST, a Delaware business trust (together with its permitted successors and assigns, "FCCF"). Section 2.2 Amendment to Section 1.01. Section 1.01 of the Purchase Agreement is hereby amended by deleting the definition of "Requirements of Law" and inserting the following in its place: "Requirements of Law" with respect to any Person shall mean the certificate of trust or incorporation or formation or trust agreement or articles of association and by-laws, limited liability company agreement, or other organizational or governing documents of such Person, any law, treaty, rule or regulation, or determination of any arbitrator or Governmental Authority, in each case applicable to or binding upon such Person or to which such Person is subject, whether Federal, state or local (including, without limitation, usury laws, the Federal Truth in Lending Act and Regulation Z and Regulation B of the Board of Governors of the Federal Reserve System). Section 2.3 Amendment to Section 2.04. Section 2.04 of the Purchase Agreement is hereby amended by deleting all references to "for goods and services" and inserting "less the new acquisition balance transfers for such month." at the end of the last sentence of such Section. Section 2.4 Amendment to Section 4.03. Subsection 4.03(a) of the Purchase Agreement is hereby amended by deleting the language "FCCF is a limited liability company duly formed" and inserting "FCCF is a business trust duly created" in its place. Section 2.5 Amendment to Address of FCCF. Clause (b) in Section 9.03 of the Purchase Agreement is hereby amended to read as follows: (b) in the case of FCCF, to Fleet Credit Card Funding Trust, 300 N. Wakefield Drive, Suite DE EH 60002P, Newark, Delaware 19072, Attention: President, with a copy to General Counsel of Fleet Credit Card Funding Trust, Suite PA EH 066 02L, 680 Blair Mill Road, Horsham, Pennsylvania 19044 and 2 Section 2.6 Amendment to Exhibit A to Purchase Agreement. Exhibit A to the Purchase Agreement is hereby amended by deleting the first paragraph and inserting the following in its place: SUPPLEMENTAL CONVEYANCE No. ___ dated as of _______________, by and between FLEET BANK (RI), NATIONAL ASSOCIATION, a national banking association ("Fleet (RI)"), and FLEET CREDIT CARD FUNDING TRUST, a Delaware business trust ("FCCF"), pursuant to the Receivables Purchase Agreement referred to below. ARTICLE III RATIFICATION OF THE PURCHASE AGREEMENT Section 3.1 Ratification. Except to the extent specifically amended or supplemented by this Agreement, the Purchase Agreement is hereby confirmed and ratified in all respects and shall remain in full force and effect. All references to the Purchase Agreement in any other document or instrument shall be deemed to mean the Purchase Agreement as amended by this Agreement. This Agreement shall not constitute a novation of the Purchase Agreement, but shall constitute an amendment thereof. The parties hereto agree to be bound by the terms and obligations of the Purchase Agreement, as amended by this Agreement, as though the terms and obligations of the Purchase Agreement were set forth herein. ARTICLE IV MISCELLANEOUS PROVISIONS Section 4.1 Effectiveness. This Agreement shall be effective upon the following: (a) the satisfaction of the Rating Agency Condition; and (b) the delivery to the Trustee and the Servicer of an Officer's Certificate of FCCF to the effect that FCCF reasonably believes that the amendments in this Agreement will not have an Adverse Effect. Section 4.2 Headings. The headings herein are for purposes of reference only and shall not otherwise affect the meaning or interpretation of any provision hereof. Section 4.3 Counterparts. This Agreement 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 4.4 Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW), AND THE 3 OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. 4 IN WITNESS WHEREOF, the undersigned have caused this Agreement 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 By:_________________________________ Name: Title: FLEET CREDIT CARD FUNDING TRUST, formerly FLEET CREDIT CARD FUNDING, LLC By:_________________________________ Name: Title: Acknowledged and agreed to by: BANKERS TRUST COMPANY, not in its individual capacity, but solely as Trustee By:_________________________________ Name: Title: 5 EX-4.3 10 w52666a1ex4-3.txt AMENDED & RESTATED POOLING AND SERVICING AGREEMENT Exhibit 4.3 - -------------------------------------------------------------------------------- FLEET BANK (RI), NATIONAL ASSOCIATION, Servicer, FLEET CREDIT CARD FUNDING, LLC, Transferor, and BANKERS TRUST COMPANY, Trustee FLEET CREDIT CARD MASTER TRUST II AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT Dated as of December 1, 1993 As Amended and Restated as of January 1, 2002 - -------------------------------------------------------------------------------- TABLE OF CONTENTS ARTICLE I Definitions Section 1.01. Definitions ................................................. 2 Section 1.02. Other Definitional Provisions ............................... 22 Section 1.03. Assumption Agreement ........................................ 23 ARTICLE II Conveyance of Receivables Section 2.01. Conveyance of Receivables ................................... 24 Section 2.02. Acceptance by Trustee ....................................... 26 Section 2.03. Representations and Warranties of the Transferors Relating to the Transferors .......................................... 27 Section 2.04. Representations and Warranties of the Transferors Relating to the Agreement and Any Supplement and the Receivables ..... 29 Section 2.05. Reassignment of Ineligible Receivables ...................... 31 Section 2.06. Reassignment of Receivables in Trust Portfolio .............. 32 Section 2.07. Covenants of the Transferors ................................ 33 Section 2.08. Addition of Accounts ........................................ 38 Section 2.09. Removal of Accounts and Participation Interests ............. 42 Section 2.10. Account Allocations ......................................... 43 Section 2.11. Discount Option ............................................. 44 Section 2.12. Restrictions on Removal of Accounts and Participation Interests ................................................... 44 ARTICLE III Administration and Servicing of Receivables Section 3.01. Acceptance of Appointment and Other Matters Relating to the Servicer .................................................... 46 Section 3.02. Servicing Compensation ...................................... 47 Section 3.03. Representations, Warranties and Covenants of the Servicer ... 48 Section 3.04. Reports and Records for the Trustee ......................... 50 Section 3.05. Annual Certificate of Servicer .............................. 51 Section 3.06. Annual Servicing Report of Independent Public Accountants; Copies of Reports Available ................................. 51
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PAGE Section 3.07. Tax Treatment ............................................... 52 Section 3.08. Notices to Fleet (RI) ....................................... 52 Section 3.09. Adjustments ................................................. 52 Section 3.10. Reports to the Commission ................................... 53 Section 3.11. Termination of Authority Upon Termination of Trust .......... 53 ARTICLE IV Rights of Certificateholders and Allocation and Application of Collections Section 4.01. Rights of Certificateholders ................................ 54 Section 4.02. Establishment of Collection Account and Excess Funding Account ..................................................... 54 Section 4.03. Collections and Allocations ................................. 57 Section 4.04. Shared Principal Collections ................................ 59 Section 4.05. Allocation of Trust Assets to Series or Groups .............. 59 ARTICLE V Distributions and Reports to Certificateholders ARTICLE VI The Certificates Section 6.01. The Certificates and Uncertificated Interests ............... 62 Section 6.02. Authentication of Certificates .............................. 63 Section 6.03. New Issuances ............................................... 63 Section 6.04. Registration of Transfer and Exchange of Certificates ....... 65 Section 6.05. Mutilated, Destroyed, Lost or Stolen Certificates ........... 67 Section 6.06. Persons Deemed Owners ....................................... 68 Section 6.07. Appointment of Paying Agent ................................. 68 Section 6.08. Access to List of Registered Certificateholders' Names and Addresses ................................................... 69 Section 6.09. Authenticating Agent ........................................ 69 Section 6.10. Book-Entry Certificates ..................................... 70 Section 6.11. Notices to Clearing Agency .................................. 71 Section 6.12. Definitive Certificates ..................................... 71 Section 6.13. Global Certificate; Exchange Date ........................... 72
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PAGE Section 6.14. Meetings of Certificateholders .............................. 73 Section 6.15. Uncertificated Classes ...................................... 75 ARTICLE VII Other Matters Relating to the Transferors Section 7.01. Liability of the Transferors ................................ 76 Section 7.02. Merger or Consolidation of, or Assumption of the Obligations of, the Transferors ......................................... 76 Section 7.03. Limitations on Liability of the Transferors ................. 77 Section 7.04. Liabilities ................................................. 77 ARTICLE VIII Other Matters Relating to the Servicer Section 8.01. Liability of the Servicer ................................... 79 Section 8.02. Merger or Consolidation of, or Assumption of the Obligations of, the Servicer ............................................ 79 Section 8.03. Limitation on Liability of the Servicer and Others .......... 79 Section 8.04. Servicer Indemnification of the Trust and the Trustee ....... 80 Section 8.05. The Servicer Not To Resign .................................. 80 Section 8.06. Access to Certain Documentation and Information Regarding the Receivables ............................................. 81 Section 8.07. Delegation of Duties ........................................ 81 Section 8.08. Examination of Records ...................................... 81 ARTICLE IX Pay Out Events Section 9.01. Trust Pay Out Events ........................................ 82 Section 9.02. Additional Rights Upon the Occurrence of Certain Events ..... 83 ARTICLE X Servicer Defaults Section 10.01. Servicer Defaults .......................................... 84 Section 10.02. Trustee To Act, Appointment of Successor ................... 86 Section 10.03. Notification to Certificateholders ......................... 87
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PAGE ARTICLE XI The Trustee Section 11.01. Duties of Trustee .......................................... 88 Section 11.02. Certain Matters Affecting the Trustee ...................... 89 Section 11.03. Trustee Not Liable for Recitals in Certificates ............ 90 Section 11.04. Trustee May Own Certificates ............................... 91 Section 11.05. The Servicer To Pay Trustee's Fees and Expenses ............ 91 Section 11.06. Eligibility Requirements for Trustee ....................... 91 Section 11.07. Resignation or Removal of Trustee .......................... 91 Section 11.08. Successor Trustee .......................................... 92 Section 11.09. Merger or Consolidation of Trustee ......................... 92 Section 11.10. Appointment of Co-Trustee or Separate Trustee .............. 93 Section 11.11. Tax Returns ................................................ 94 Section 11.12. Trustee May Enforce Claims Without Possession of Certificates ............................................... 94 Section 11.13. Suits for Enforcement ...................................... 94 Section 11.14. Rights of Certificateholders To Direct Trustee ............. 95 Section 11.15. Representations and Warranties of Trustee .................. 96 Section 11.16. Maintenance of Office or Agency ............................ 96 Section 11.17. Capacity of Trustee ........................................ 96 ARTICLE XII Termination Section 12.01. Termination of Trust ....................................... 97 Section 12.02. Final Distribution ......................................... 97 Section 12.03. Transferors' Termination Rights ............................ 98 Section 12.04. Defeasance ................................................. 98 Section 12.05. Optional Purchase .......................................... 100 ARTICLE XIII Miscellaneous Provisions Section 13.01. Amendment; Waiver of Past Defaults ......................... 101 Section 13.02. Protection of Right, Title and Interest to Trust ........... 102
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PAGE Section 13.03. Limitation on Rights of Certificateholders ................. 103 Section 13.04. GOVERNING LAW .............................................. 104 Section 13.05. Notices; Payments .......................................... 104 Section 13.06. Rule 144A Information ...................................... 105 Section 13.07. Severability of Provisions ................................. 105 Section 13.08. Assignment ................................................. 105 Section 13.09. Certificates Nonassessable and Fully Paid .................. 105 Section 13.10. Further Assurances ......................................... 105 Section 13.11. Nonpetition Covenant ....................................... 105 Section 13.12. No Waiver; Cumulative Remedies ............................. 106 Section 13.13. Counterparts ............................................... 106 Section 13.14. Third-Party Beneficiaries .................................. 106 Section 13.15. Actions by Certificateholders .............................. 106 Section 13.16. Merger and Integration ..................................... 106 Section 13.17. Headings ................................................... 106
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EXHIBITS Exhibit A Form of Base Certificate Exhibit B Form of Assignment of Receivables in Additional Accounts Exhibit C Form of Reassignment of Receivables in Removed Accounts Exhibit D Form of Annual Servicer's Certificate Exhibit E-1 Private Placement Legend Exhibit E-2 Representation Letter Exhibit E-3 ERISA Legend Exhibit F-1 Form of Certificate of Foreign Clearing Agency Exhibit F-2 Form of Alternate Certificate to be delivered to Foreign Clearing Agency Exhibit F-3 Form of Certificate to be delivered to Foreign Clearing Agency Exhibit G-1 Form of Opinion of Counsel with respect to Amendments Exhibit G-2 Form of Opinion of Counsel with respect to Accounts
SCHEDULES Schedule 1 List of Accounts vi AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT dated and effective as of December 1, 1993, as amended and restated as of January 1, 2002, among FLEET BANK (RI), NATIONAL ASSOCIATION, a national banking association, as Servicer, FLEET CREDIT CARD FUNDING, LLC, a Delaware limited liability company, as Transferor, and BANKERS TRUST COMPANY, a New York banking corporation, as Trustee. WHEREAS, Colonial National Bank USA ("Colonial"), as Seller and Servicer, and the Trustee entered into this Pooling and Servicing Agreement dated as of December 1, 1993 (the "Original Pooling and Servicing Agreement"); and WHEREAS, the Original Pooling and Servicing Agreement, was amended and restated on May 23, 1994, and was thereafter amended by Amendment No. 1 thereto dated as of July 1, 1994, Amendment No. 2 thereto dated as of October 6, 1995, Amendment No. 3 thereto dated as of February 20, 1998, Amendment No. 4 thereto dated as of May 14, 1999, Amendment No. 5 thereto dated as of December 29, 2000 and Amendment No. 6 thereto dated as of March 30, 2001, and the right, title and interest of Colonial, as Seller and Servicer under the Original Pooling and Servicing Agreement, as amended, were assigned to and accepted by Fleet Bank (RI), National Association ("Fleet (RI)") pursuant to the terms of an Assignment and Assumption Agreement, dated as of February 20, 1998 (as so restated, amended, and assigned, the "Amended Pooling and Servicing Agreement"); WHEREAS, Fleet (RI), as Seller, has determined to form Fleet Credit Card Funding, LLC, ("FCCF") a wholly owned subsidiary of Fleet (RI) and FCCF is to become the Transferor under this Agreement in place of Fleet (RI), as Seller; and WHEREAS, to provide for the substitution of FCCF, as Transferor, for Fleet (RI) as Seller and for other purposes, Fleet (RI), as Seller and Servicer, FCCF, as Transferor, and the Trustee desire to amend further and restate the Amended Pooling and Servicing Agreement; NOW, THEREFORE, in consideration of the mutual agreements herein contained, this Agreement is hereby amended and restated to read in its entirety as follows and each party agrees as follows for the benefit of the other parties, the Certificateholders and any Series Enhancer (to the extent provided herein and in any Supplement): ARTICLE I Definitions Section 1.01. Definitions. Whenever used in this Agreement, 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 to the masculine as well as to the feminine and neuter genders of such terms. "Account" shall mean each Initial Account and each Additional Account, but shall exclude any Account all the Receivables in which are either reassigned or assigned to a Transferor or the Servicer in accordance with the terms of this Agreement. The definition of Account shall include each Transferred Account. The term "Account" shall be deemed to refer to an Additional Account only from and after the Addition Date with respect thereto, and the term "Account" shall be deemed to refer to any Removed Account only prior to the Removal Date with respect thereto. "Account Owner" shall mean the Bank and its successors and assigns, together with any Additional Account Owner. "Accumulation Period" shall mean, with respect to any Series, or any Class within a Series, a period following the Revolving Period, which shall be the accumulation or other period in which Collections of Principal Receivables are accumulated in an account for the benefit of the Investor Certificateholders of such Series, or a Class within such Series, in each case as defined for such Series in the related Supplement. "Act" shall mean the Securities Act of 1933, as amended. "Addition" shall mean the designation of additional Eligible Accounts to be included as Accounts or of Participation Interests to be included as Trust Assets pursuant to subsection 2.08(a), (b) or (d). "Additional Account" shall mean each consumer revolving credit card account or other revolving credit account that is designated as an "Account" pursuant to the Receivables Purchase Agreement and that is established pursuant to a Cardholder Agreement, which account is designated pursuant to subsection 2.08(a), (b) or (d) to be included as an Account and is identified in a computer file or microfiche list delivered to the Trustee by the applicable Transferor pursuant to Sections 2.01 and 2.08. "Additional Account Owner" shall have the meaning specified in subsection 2.08(f). "Additional Transferor" shall have the meaning specified in subsection 2.08(e). "Addition Cut-Off Date" shall mean, with respect to any Additional Accounts or Participation Interests to be included in the Trust, the date specified in the related Assignment. 2 "Addition Date" shall mean (a) with respect to Additional Accounts, the date on which the Receivables in such Additional Accounts are conveyed to the Trustee pursuant to subsection 2.08(a), (b) or (d) and (b) with respect to Participation Interests, the date from and after which such Participation Interests are to be included as Trust Assets pursuant to subsection 2.08(a) or (b). "Adverse Effect" shall mean, with respect to any action, that such action will (a) result in the occurrence of a Pay Out Event with respect to any Series or (b) materially adversely affect the amount or timing of distributions to be made to the Investor Certificateholders of any Series or Class pursuant to this Agreement and the related Supplement. "Affiliate" shall mean, with respect to any specified Person, any other Person controlling or controlled by or under common control with such specified Person. For the purposes of this definition, "control" shall mean the power to direct the management and policies of a Person, directly or indirectly, whether through the ownership of voting securities, membership interests, voting limited liability company interests, by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative to the foregoing. "Aggregate Investor Amount" shall mean, as of any date of determination, the sum of (i) the aggregate Investor Amounts of all Series of Certificates issued and outstanding on such date of determination and (ii) the sum of the Enhancement Investor Amounts, if any, for all outstanding Series on such date of determination. "Aggregate Series Percentage" shall mean, with respect to Principal Receivables, Defaulted Receivables and Finance Charge Receivables and any date of determination, the sum of the Series Percentages for such categories of Receivables for all outstanding Series on such date of determination; provided, however, that the Aggregate Series Percentage shall not exceed 100%. "Agreement" shall mean this Pooling and Servicing Agreement dated as of December 1, 1993 as amended, restated and supplemented from time to time and, including, with respect to any Series or Class, the related Supplement. "Amortization Period" shall mean, with respect to any Series, or any Class within a Series, a period following the Revolving Period, which shall be the controlled amortization period, the principal amortization period, the rapid amortization period, the optional amortization period, the limited amortization period or other amortization period, in each case as defined with respect to such Series in the related Supplement. "Allocated Interchange" shall have the meaning assigned thereto in the Receivables Purchase Agreement. "Applicants" shall have the meaning specified in Section 6.08. "Appointment Date" shall have the meaning specified in subsection 9.02(a). 3 "Assignment" shall have the meaning specified in subsection 2.08(c)(vii). "Authorized Newspaper" shall mean any newspaper or newspapers of general circulation in the Borough of Manhattan, The City of New York, or Philadelphia, Pennsylvania, printed in the English language (and, with respect to any Series or Class, if and so long as the Investor Certificates of such Series or Class are listed on the Luxembourg Stock Exchange and such exchange shall so require, in Luxembourg, printed in any language satisfying the requirements of such exchange) and customarily published on each business day at such place, whether or not published on Saturdays, Sundays or holidays. "Automatic Additional Account" shall have the meaning specified in subsection 2.08(d)(i). "Bank" when referring to any actions or events occurring prior to February 20, 1998, shall mean Colonial, and when referring to any actions or events occurring on or after February 20, 1998, shall mean Fleet (RI). "Base Certificate" shall mean, if the Transferors elect to evidence their interest in the Transferors' Interest in certificated form pursuant to Section 6.01, a certificate executed by the Transferors and authenticated by or on behalf of the Trustee, substantially in the form of Exhibit A, as the same may be modified in accordance with subsection 2.08 (e); provided that in any Supplement any reference to the "Bank Certificate" shall mean the "Base Certificate" and, provided further that in any Supplement any reference to the "Base Certificate" shall mean either a certificate executed and delivered by the Transferors and authenticated by the Trustee substantially in the form of Exhibit A or the Transferors' uncertificated interest in the Transferors' Interest. "Bearer Certificates" shall have the meaning specified in Section 6.01. "Benefit Plan" shall have the meaning specified in subsection 6.04(c) . "Book-Entry Certificates" shall mean security entitlements to the Investor Certificates, ownership and transfers of which shall be made through book entries by a Clearing Agency as described in Section 6.10. "Business Day" shall mean any day other than (a) a Saturday or Sunday or (b) any other day on which banks in New York, New York, Philadelphia, Pennsylvania, or Claymont, Delaware (or, with respect to any Series, any additional city specified in the related Supplement) or any other State in which the principal executive offices of Fleet (RI) or FCCF or any Additional Transferor are located, are authorized or obligated by law, executive order or governmental decree to be closed. 4 "Cardholder Agreement" shall mean, with respect to an Account, the agreements between the Bank or any Additional Account Owner, as the case may be, and the related Obligor, governing the terms and conditions of such Account, as such agreements may be amended, modified or otherwise changed from time to time and as distributed (including any amendments and revisions thereto) to holders of such Account. "Cash Advance Fees" shall have the meaning specified in the Cardholder Agreement applicable to each Account for cash advance fees or similar terms. "Certificate" shall mean any one of the Investor Certificates or the Transferor Certificates. "Certificateholder" or "Holder" shall mean an Investor Certificateholder or, if used with respect to the Transferors' Interest, a Person in whose name a Transferor Certificate is registered in the Certificate Register or a Person in whose name ownership of an uncertificated interest in the Transferors' Interest is recorded in the books and records of the Trustee. "Certificateholders' Interest" shall have the meaning specified in Section 4.01. "Certificate Owner" shall mean, with respect to a Book-Entry Certificate, the Person who is the owner of such Book-Entry Certificate, as reflected on the books of the Clearing Agency, or on the books of a Person maintaining an account with such Clearing Agency (directly or as an indirect participant, in accordance with the rules of such Clearing Agency). "Certificate Rate" shall mean, with respect to any Series or Class, the certificate rate specified therefor in the related Supplement. "Certificate Register" shall mean the register maintained pursuant to Section 6.04, providing for the registration of the Registered Certificates and the Transferor Certificates and transfers and exchanges thereof. "Class" shall mean, with respect to any Series, any one of the classes of Investor Certificates of that Series. "Clearing Agency" shall mean an organization registered as a "clearing agency" pursuant to Section 17A of the Securities Exchange Act of 1934, as amended. "Clearing Agency Participant" shall mean a broker, dealer, bank, other financial institution or other Person for whom from time to time a Clearing Agency effects book entry transfers and pledges of securities deposited with the Clearing Agency. "Clearstream" shall mean Clearstream Banking, societe anonyme. "Closing Date" shall mean, with respect to any Series, the closing date specified in the related Supplement. 5 "Code" shall mean the Internal Revenue Code of 1986, as amended from time to time. "Collection Account" shall have the meaning specified in Section 4.02. "Collections" shall mean all payments by or on behalf of Obligors (including Insurance Proceeds) received in respect of the Receivables, in the form of cash, checks (to the extent collected), wire transfers, electronic transfers, ATM transfers or other form of payment. All Recoveries will be treated as Collections of Finance Charge Receivables. Collections with respect to any Monthly Period shall include a portion, calculated pursuant to subsection 2.07(i), of the Allocated Interchange for that Monthly Period, to be applied as if such amount were Collections of Finance Charge Receivables for all purposes. As specified in any Participation Interest Supplement or Supplement, Collections shall include amounts received with respect to Participation Interests. "Colonial" shall mean Colonial National Bank USA, a national banking association, and its successors. "Commission" shall have the meaning specified in subsection 3.01(b). "Companion Series" shall mean (i) each Series which has been paired with another Series (which Series may be prefunded or partially prefunded), such that the reduction of the Investor Amount of such Series results in the increase of the Investor Amount of such other Series, as described in the related Supplements, and (ii) such other Series. "Contractually Delinquent" with respect to an Account, shall mean an Account as to which the required minimum payment set forth on the related billing statement has not been received by the due date thereof. "Corporate Trust Office" shall mean the principal office of the Trustee at which at any particular time its corporate trust business shall be administered, which office at the date of the execution of this Agreement is located at Four Albany Street, New York, New York, 10006, Attention: Corporate Trust and Agency Group/Structured Finance Group. "Coupon" shall have the meaning specified in Section 6.01. "Credit Card Guidelines" shall mean the written policies and procedures of the Bank or any Additional Account Owner, as the case may be, relating to the operation of its consumer revolving lending business, including, without limitation, the written policies and procedures for determining the creditworthiness of credit card account customers, the extension of credit to credit card account customers and relating to the maintenance of credit card accounts and collection of receivables with respect thereto, as such policies and procedures may be amended, modified, or otherwise changed from time to time. "Date of Processing" shall mean, with respect to any transaction or receipt of Collections, the Business Day such transaction or receipt of Collections is first recorded on the 6 Servicer's computer file of consumer revolving credit card accounts (without regard to the effective date of such recordation). "Debtor Relief Laws" shall mean (a) the United States Bankruptcy Code and (b) all other applicable liquidation, conservatorship, bankruptcy, moratorium, rearrangement, receivership, insolvency, reorganization, suspension of payments, readjustment of debt, marshalling of assets, assignment for the benefit of creditors and similar debtor relief laws from time to time in effect in any jurisdiction affecting the rights of creditors generally or the rights of creditors of national banks. "Defaulted Amount" shall mean, with respect to any Monthly Period, an amount (which shall not be less than zero) equal to (a) the amount of Principal Receivables which became Defaulted Receivables in such Monthly Period, minus (b) the amount of any Defaulted Receivables included in any Account the Receivables in which a Transferor or the Servicer became obligated to accept reassignment or assignment in accordance with the terms of this Agreement during such Monthly Period; provided, however, that, if an Insolvency Event occurs with respect to any Transferor, the amount of such Defaulted Receivables which are subject to reassignment to such Transferor in accordance with the terms of this Agreement shall not be added to the sum so subtracted and, if any of the events described in subsection 10.01(d) occur with respect to the Servicer, the amount of such Defaulted Receivables which are subject to reassignment or assignment to the Servicer in accordance with the terms of this Agreement shall not be added to the sum so subtracted. "Defaulted Receivables" shall mean, with respect to any Monthly Period, all Principal Receivables which are charged off as uncollectible in such Monthly Period in accordance with the Credit Card Guidelines and the Servicer's customary and usual servicing procedures for servicing consumer revolving credit card and other revolving credit account receivables comparable to the Receivables. A Principal Receivable shall become a Defaulted Receivable on the day on which such Principal Receivable is recorded as charged off on the Servicer's computer master file of consumer revolving credit card accounts but, in any event, shall be deemed a Defaulted Receivable no later than the day the related Account becomes 186 days Contractually Delinquent unless the Obligor cures such default by making a partial payment which satisfies the criteria for curing delinquencies set forth in the applicable Credit Card Guidelines. "Defeasance" shall have the meaning specified in subsection 12.04(a). "Defeased Series" shall have the meaning specified in subsection 12.04(a). "Definitive Certificates" shall have the meaning specified in Section 6.10. "Definitive Euro-Certificates" shall have the meaning specified in Section 6.13. "Depositaries" shall mean the Person specified in the applicable Supplement, in its capacity as depositary for the respective accounts of any Clearing Agency or any Foreign Clearing Agencies. 7 "Depository Agreement" shall mean, if applicable with respect to any Series or Class, the agreement among the Transferors, the Trustee and a Clearing Agency, or as otherwise provided in the related Supplement. "Determination Date" shall mean, unless otherwise specified in the related Supplement, with respect to any Distribution Date, the third Business Day preceding such Distribution Date. "Discount Option Date" shall mean each date on which a Discount Percentage designated by the Transferors pursuant to Section 2.11 takes effect. "Discount Option Receivables" shall have the meaning specified in Section 2.11. The aggregate amount of Discount Option Receivables outstanding on any Date of Processing occurring on or after the Discount Option Date shall equal the sum of (a) the aggregate Discount Option Receivables at the end of the prior Date of Processing (which amount, prior to the Discount Option Date, shall be zero) plus (b) any new Discount Option Receivables created on such Date of Processing minus (c) any Discount Option Receivables Collections received on such Date of Processing. Discount Option Receivables created on any Date of Processing shall mean the product of the amount of any Principal Receivables created on such Date of Processing (without giving effect to the proviso in the definition of Principal Receivables) and the Discount Percentage. "Discount Option Receivable Collections" shall mean on any Date of Processing occurring in any Monthly Period succeeding the Monthly Period in which the Discount Option Date occurs, the product of (a) a fraction the numerator of which is the Discount Option Receivables and the denominator of which is the sum of the Principal Receivables and the Discount Option Receivables in each case (for both the numerator and the denominator) at the end of the preceding Monthly Period and (b) Collections of Principal Receivables on such Date of Processing (without giving effect to the proviso in the definition of Principal Receivables). "Discount Percentage" shall mean the percentages, if any, designated by the Transferors pursuant to Section 2.11. "Distribution Date" shall mean, unless otherwise defined in a Supplement with respect to a Series, the fifteenth day of each calendar month or, if such fifteenth day is not a Business Day, the next succeeding Business Day. "Dollars", "$" or "U.S. $" shall mean United States Dollars. "Eligible Account" shall mean a revolving credit card account owned by Colonial, in the case of the Initial Accounts or the Bank or any Additional Account Owner, in the case of Additional Accounts, which accounts as of the Trust Cut-Off Date with respect to an Initial Account or as of the related Addition Cut-Off Date with respect to an Additional Account has the following characteristics: 8 (a) is in existence and maintained by Colonial, in the case of the Initial Accounts, or the Bank or any Additional Account Owner, in the case of Additional Accounts; (b) is payable in Dollars; (c) except as provided below, has not been identified as an account the credit card or cards with respect to which have been reported to the Bank or the applicable Additional Account Owner as having been lost or stolen; (d) the Obligor of which has provided, as his or her billing address, an address located in the United States (or its territories or possessions or a military address); (e) has an Obligor who has not been identified by the Bank or the applicable Additional Account Owner as an employee of the Bank or such Additional Account Owner or any Affiliate of either thereof; (f) except as provided below, does not have any Receivables which are Defaulted Receivables; and (g) except as provided below, does not have any Receivables which have been identified by the Bank or the applicable Additional Account Owner or the relevant Obligor as having been incurred as a result of fraudulent use of any related credit card. Eligible Accounts may include Accounts, the Receivables of which have been written off, or with respect to which the related Account Owner or the Servicer believes the related Obligor is bankrupt, or as to which certain Receivables have been identified by the Obligor as having been incurred as a result of fraudulent use of any credit cards, or as to which any credit cards have been reported to such Account Owner or the Servicer as lost or stolen, in each case as of the Trust Cut-Off Date, with respect to the Initial Accounts, and as of the related Addition Cut-Off Date, with respect to Additional Accounts; provided that (a) the balance of all Receivables included in such Accounts is reflected on the books and records of the applicable Transferor (and is treated for purposes of this Agreement) as "zero", and (b) charging privileges with respect to all such Accounts have been canceled in accordance with the relevant Credit Card Guidelines. "Eligible Deposit Account" shall mean either (a) a segregated account with an Eligible Institution or (b) a segregated trust account with the corporate trust department of a depository institution organized under the laws of the United States or any one of the states thereof, including the District of Columbia (or any domestic branch of a foreign bank), and acting as a trustee for funds deposited in such account, so long as any of the securities of such depository institution shall have a credit rating from each Rating Agency in one of its generic credit rating categories which signifies investment grade. 9 "Eligible Institution" shall mean (I) a depository institution (which may be the Trustee) organized under the laws of the United States or any one of the states thereof, including the District of Columbia (or any domestic branch of a foreign bank) which at all times (a) has either (i) a long-term unsecured debt rating of A1 or better by Moody's or (ii) a certificate of deposit rating of P-1 by Moody's, (b) has either (i) a long-term unsecured debt rating of AAA by Standard & Poor's or (ii) a certificate of deposit rating of A-1+ by Standard & Poor's and (c) is a member of the FDIC or (II) any other institution that is acceptable to each Rating Agency. If so qualified, the Trustee or the Servicer may be considered an Eligible Institution for the purposes of this definition. "Eligible Investments" shall mean any of the following: (a) direct obligations of, and obligations fully guaranteed as to timely payment of principal and interest by, the United States of America; (b) demand deposits, time deposits or certificates of deposit (having original maturities of no more than 365 days) of depository institutions or trust companies incorporated under the laws of the United States of America or any state thereof (or domestic branches of foreign banks) and subject to supervision and examination by federal or state banking or depository institution authorities; provided, that at the time of the Trust's investment or contractual commitment to invest therein, the short-term debt rating of such depository institution or trust company shall be in the highest investment category of each Rating Agency; (c) commercial paper or other short-term obligations having, at the time of the Trust's investment or contractual commitment to invest therein, a rating from each Rating Agency in its highest investment category; (d) notes or bankers' acceptances (having original maturities of no more than 365 days) issued by any depository institution or trust company referred to in (b) above; (e) investments in money market funds rated in the highest investment category by each Rating Agency or otherwise approved in writing by each Rating Agency; (f) time deposits, other than as referred to in clause (e) above, with a Person the commercial paper of which has a credit rating from each Rating Agency in its highest investment category; or (g) any other investments approved in writing by each Rating Agency. provided, however, that no obligation of the Bank or any Additional Account Owner shall constitute an Eligible Investment. "Eligible Receivable" shall mean each Receivable: (a) which has arisen under an Eligible Account; 10 (b) which was created in compliance with all Requirements of Law applicable to the Account Owner, the failure to comply with which would have a material adverse effect on Investor Certificateholders, and pursuant to a Cardholder Agreement which complies with all Requirements of Law applicable to such Account Owner, the failure to comply with which would have a material adverse effect on Investor Certificateholders; (c) with respect to which all material consents, licenses, approvals or authorizations of, or registrations or declarations with, any Governmental Authority required to be obtained or given by the applicable Account Owner in connection with the creation of such Receivable or the execution, delivery and performance by such Account Owner of its obligations, if any, under the related Cardholder Agreement have been duly obtained or given and are in full force and effect as of such date of creation of such Receivable; (d) as to which, at the time of its transfer to the Trustee, such Transferor or the Trustee will have good and marketable title thereto, free and clear of all Liens (other than any Lien for municipal or other local taxes if such taxes are not then due and payable or if the relevant Account Owner is then contesting the validity thereof in good faith by appropriate proceedings and has set aside on its books adequate reserves with respect thereto); (e) which has been the subject of either a valid transfer and assignment from such Transferor to the Trustee of all such Transferor's right, title and interest therein or the grant of a first priority perfected security interest therein (and in the proceeds thereof), effective until the termination of the Trust; (f) which at and after the time of transfer to the Trustee is the legal, valid and binding payment obligation of the Obligor thereon, legally enforceable against such Obligor in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting the enforcement of creditors' rights in general and except as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity); (g) which constitutes an "account" as defined in Article 9 of the UCC; (h) which, at the time of its transfer to the Trustee, has not been waived or modified except as permitted in accordance with the Credit Card Guidelines and which waiver or modification is reflected in the Account Owner's computer file of revolving credit card accounts; (i) which, at the time of its transfer to the Trustee, is not subject to any right of rescission, setoff, counterclaim or any other defense of the Obligor (including the defense of usury), other than defenses arising out of applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights in general and except as such enforceability may be limited by general principles of equity (whether considered in a suit at law or equity) or as to which the Servicer is required by Section 3.09 to make an adjustment; 11 (j) as to which, at the time of its transfer to the Trustee, the Account Owner has satisfied all obligations to be fulfilled by the Account Owner at the time it is transferred to the Trustee or the Transferor and such Transferor has satisfied all obligations to be fulfilled by such Transferor at the time it is transferred to the Trustee; and (k) as to which, at the time of its transfer to the Trustee, the Account Owner has not taken any action which or failed to take any action the omission of which would, at the time of its transfer to the Trustee or the Transferor, impair the rights of the Transferor therein or which would, upon the transfer to the Trustee, impair the rights of the Trustee or the Certificateholders therein, and such Transferor has not taken any action which, or failed to take any action the omission of which, would, at the time of its transfer to the Trustee, impair the rights of the Trustee or the Certificateholders therein. "Eligible Servicer" shall mean the Trustee, or if the Trustee is not acting as Servicer, an entity which, at the time of its appointment as Servicer, (a) is servicing a portfolio of revolving credit card accounts, (b) is legally qualified and has the capacity to service the Accounts, (c) is qualified to use the software that is then being used to service the Accounts or obtains the right to use, or has its own software, which is adequate to perform its duties under this Agreement, (d) has demonstrated the ability to professionally and competently service a portfolio of similar accounts in accordance with high standards of skill and care, and (e) has a net worth of at least $50,000,000 as of the end of its most recent fiscal quarter. "Enhancement Agreement" shall mean any agreement, instrument or document governing the terms of any Series Enhancement or pursuant to which any Series Enhancement is issued or outstanding. "Enhancement Investor Amount" shall have the meaning, if applicable with respect to any Series, specified in the related Supplement. "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as amended. "Euroclear Operator" shall mean Euroclear Bank S.A/N.V., as operator of the Euroclear System. "Excess Funding Account" shall have the meaning specified in Section 4.02. "Excess Funding Amount" shall mean the amount on deposit in the Excess Funding Account. "Exchange Date" shall mean, with respect to any Series, any date that is after the related Closing Date, in the case of Definitive Euro-Certificates in registered form, or upon presentation of certification of non-United States beneficial ownership (as described in Section 6.13), in the case of Definitive Euro-Certificates in bearer form. 12 "FCCF" shall mean Fleet Credit Card Funding, LLC, a Delaware limited liability company, and its successors and assigns. "FDIC" shall mean the Federal Deposit Insurance Corporation or any successor. "Finance Charge Receivables" shall mean all Receivables that represent amounts billed to the Obligors on any Account in respect of (i) Periodic Finance Charges, (ii) annual membership fees and annual service charges, (iii) Late Fees, (iv) Overlimit Fees, (v) Cash Advance Fees, (vi) Discount Option Receivables, if any, and (vii) all other fees and charges with respect to the Accounts designated by the Transferors to be included as Finance Charge Receivables. All Recoveries will be treated as Collections of Finance Charge Receivables. Collections of Finance Charge Receivables with respect to any Monthly Period shall include a portion of the Allocated Interchange calculated pursuant to the related Supplement for any Series. Finance Charge Receivables shall also include the interest portion of Participation Interests as shall be determined pursuant to the applicable Participation Interest Supplement or Supplement. "Fleet (RI)" shall mean Fleet Bank (RI), National Association, a national banking association, and its successors and assigns. "Foreign Clearing Agency" shall mean Clearstream and the Euroclear Operator. "Global Certificate" shall have the meaning specified in subsection 6.13(a). "Governmental Authority" shall mean the United States of America, any state or other political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government. "Group" shall mean, with respect to any Series, the group of Series, if any, in which the related Supplement specifies such Series is to be included. "Holders of the Transferor Certificates" shall mean all Holders of the Base Certificate and/or the Supplemental Certificates, if any, and Holders of any uncertificated interests in the Transferors' Interest and "Holder of a Transferor Certificate" shall mean a Holder of the Base Certificate or a Supplemental Certificate or a Holder of any uncertificated interest in the Transferors' Interest. "Ineligible Receivables" shall have the meaning specified in subsection 2.05(a). "Initial Account" shall mean each MasterCard(R) and VISA(R)(1) account that was established pursuant to a Cardholder Agreement between Colonial and any Person, and identified by account number and by the Receivable balance in a computer file or microfiche list delivered - ---------- 1 MasterCard and VISA are registered trademarks of MasterCard International Incorporated and of VISA USA, Inc., respectively. 13 to the Trustee by Colonial on or prior to the Initial Closing Date pursuant to Section 2.01 and that is designated as an Account pursuant to the Receivables Purchase Agreement. "Initial Closing Date" shall mean December 9, 1993. "Insolvency Event" shall have the meaning specified in subsection 9.01(a)(i). "Insolvency Proceeds" shall have the meaning specified in subsection 9.02(b). "Insurance Proceeds" shall mean, with respect to Receivables transferred to a Transferor under the Receivables Purchase Agreement, the Insurance Proceeds as defined in the Receivables Purchase Agreement and with respect to the Receivables transferred to the Trustee prior to the Substitution Date, shall mean any amounts recovered by the Servicer pursuant to any credit insurance policies covering such Receivables. "Interchange" shall mean interchange fees payable to any Account Owner, in its capacity as credit card issuer, through VISA or MasterCard in connection with cardholder charges for goods, services, and cash advances, as calculated pursuant to the related Supplement for any Series. "Investment Company Act" shall mean the Investment Company Act of 1940, as amended from time to time. "Investor Amount" shall mean, with respect to any Series and for any date, an amount equal to the Investor Amount specified in the related Supplement. "Investor Certificateholder" shall mean the Person in whose name a Registered Certificate is registered in the Certificate Register or the bearer of any Bearer Certificate (or the Global Certificate, as the case may be) or Coupon. "Investor Certificates" shall mean any certificated or uncertificated interest in the Trust designated as, or deemed to be, an "Investor Certificate" in the related Supplement. "Late Fees" shall have the meaning specified in the Cardholder Agreement applicable to each Account for late fees or similar terms. "Lien" shall mean any security interest, mortgage, deed of trust, pledge, hypothecation, assignment, participation or equity interest, deposit arrangement, encumbrance, lien (statutory or other), preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever, including any conditional sale or other title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing excluding any lien or filing pursuant to the Receivables Purchase Agreement or this Agreement; provided, however, that any assignment or transfer pursuant to subsection 6.03(c) or (d) or Section 7.02 shall not be deemed to constitute a Lien. 14 "Manager" shall mean the lead manager, manager or co-manager or Person performing a similar function with respect to an offering of Definitive Euro-Certificates. "MasterCard" shall mean MasterCard International Incorporated. "Monthly Period" shall mean, with respect to each Distribution Date, unless otherwise provided in a Supplement, the period from and including the first day of the preceding calendar month to and including the last day of such calendar month; provided, however, that the initial Monthly Period with respect to any Series will commence on the Closing Date with respect to such Series. "Monthly Servicing Fee" shall have the meaning specified in Section 3.02. "Moody's" shall mean Moody's Investors Service, Inc., or its successor. "Notices" shall have the meaning specified in subsection 13.05(a). "Obligor" shall mean, with respect to any Account, the Person or Persons obligated to make payments with respect to such Account, including any guarantor thereof, but excluding any merchant. "Officer's Certificate" shall mean, unless otherwise specified in this Agreement, a certificate delivered to the Trustee signed by the Chairman of the Board, President, any Vice President or the Treasurer of a Transferor or the Servicer, as the case may be. "Opinion of Counsel" shall mean a written opinion of counsel, who may be counsel for, or an employee of, the Person providing the opinion and who shall be reasonably acceptable to the Trustee. "Overlimit Fees" shall have the meaning specified in the Cardholder Agreement applicable to each Account for overlimit fees or similar terms if such fees are provided for with respect to such Account. "Participating Transferor" shall have the meaning specified in subsection 2.08(c)(i). "Participation Interests" shall have the meaning specified in subsection 2.08(a)(ii). "Participation Interest Supplement" shall mean a Supplement entered into pursuant to subsections 2.08(a)(ii) and 13.01(a) in connection with the conveyance of Participation Interests to the Trustee. "Paying Agent" shall mean any paying agent and co-paying agent appointed pursuant to Section 6.07 and shall initially be the Trustee; provided, that if the Supplement for a Series so provides, a Paying Agent may be appointed with respect to such Series. 15 "Pay Out Event" shall mean, with respect to each Series, a Trust Pay Out Event or a Series Pay Out Event. "Periodic Finance Charges" shall have the meaning specified in the Cardholder Agreement applicable to each Account for finance charges (due to periodic rate) or any similar term. "Person" shall mean any person or entity, including any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization, governmental entity or any other entity of any nature. "Principal Receivable" shall mean all Receivables that represent amounts charged by Obligors for merchandise and services and cash advances, but shall not include Finance Charge Receivables or Defaulted Receivables; provided, however, that after the Discount Option Date, Principal Receivables on any Date of Processing thereafter shall mean Principal Receivables as otherwise determined pursuant to this definition minus the amount of any Discount Option Receivables. Principal Receivables shall also include the principal portion of Participation Interests as shall be determined pursuant to the applicable Participation Interest Supplement or Supplement. In calculating the aggregate amount of Principal Receivables on any day, the amount of Principal Receivables shall be reduced by the aggregate amount of credit balances in the Accounts on such day. Any Receivables which the related Transferor is unable to transfer as provided in Section 2.10 shall not be included in calculating the aggregate amount of Principal Receivables, except to the extent so provided in Section 2.10. "Principal Sharing Series" shall mean a Series that, pursuant to the Supplement therefor, is entitled to receive Shared Principal Collections. "Principal Shortfalls" shall have the meaning specified in Section 4.04. "Principal Terms" shall mean, with respect to any Series, (i) the name or designation; (ii) the Initial Investor Amount, the Series Investor Amount and the Series Invested Amount (or method for calculating such amounts); (iii) the Certificate Rate (or method for the determination thereof); (iv) the payment date or dates and the date or dates from which interest shall accrue; (v) the method for allocating Collections to Certificateholders of such Series; (vi) the designation of any Series Accounts and the terms governing the operation of any such Series Accounts; (vii) the method of calculating the servicing fee with respect thereto; (viii) the terms of any form of Series Enhancement with respect thereto; (ix) the terms on which the Investor Certificates of such Series may be exchanged for Investor Certificates of another Series, repurchased by the Transferors or remarketed to other investors; (x) the Series Termination Date; (xi) the number of Classes of Investor Certificates of such Series and, if such Series consists of more than one Class, the rights and priorities of each such Class; (xii) the extent to which the Investor Certificates of such Series will be issuable in temporary or permanent global form (and, in such case, the depositary for such Global Certificate or Certificates, the terms and conditions, if any, upon which such Global Certificate may be exchanged, in whole or in part, for Definitive Certificates, and the manner in which any interest payable on a temporary or Global Certificate 16 will be paid); (xiii) whether the Investor Certificates of such Series may be issued as Bearer Certificates and any limitations imposed thereon; (xiv) the priority of such Series with respect to any other Series; (xv) the Group, if any, to which such Series belongs; (xvi) whether or not such Series is a Principal Sharing Series; and (xvii) any other terms of such Series. "Rating Agency" shall mean, with respect to any outstanding Series or Class, each statistical rating agency selected by the Transferors to rate the Investor Certificates of such Series or Class, as specified in the related Supplement. "Rating Agency Condition" shall mean, with respect to any action, that each Rating Agency shall have notified the Transferors in writing that such action will not result in a reduction or withdrawal of the rating of any outstanding Series or Class with respect to which it is a Rating Agency. "Reassignment" shall have the meaning specified in Section 2.09. "Receivable" shall mean any amount owing by the Obligor under an Account from time to time, including amounts owing for Principal Receivables and Finance Charge Receivables to the extent, but only to the extent, that either (i) such amounts owing have been conveyed by the Account Owner to a Transferor pursuant to the Receivables Purchase Agreement or (ii) such amounts arose prior to the Substitution Date. A Receivable shall be deemed to have been created at the end of the day on the Date of Processing of such Receivable. Receivables which become Defaulted Receivables shall not be shown on the Servicer's records as amounts payable (and shall cease to be included as Receivables) on the day on which they become Defaulted Receivables. "Receivables Purchase Agreement" shall mean with respect to FCCF, as Transferor, the Receivables Purchase Agreement dated as of January 1, 2002 between Fleet (RI) and FCCF and acknowledged and accepted by the Trustee, as amended and supplemented from time to time and, with respect to any Additional Transferor, the receivables purchase agreement between the Account Owner as seller of Receivables and related assets and such Additional Transferor entered into in accordance with the requirements set forth in subsection 2.08(f). "Record Date" shall mean, with respect to any Distribution Date, the last Business Day of the preceding Monthly Period, except as otherwise provided with respect to a Series in the related Supplement. "Recoveries" shall mean, with respect to Receivables transferred to a Transferor under the Receivables Purchase Agreement, Recoveries as defined in the Receivables Purchase Agreement with respect to such Receivables and with respect to Receivables transferred to the Trustee prior to the Substitution Date all amounts, including Insurance Proceeds, that are received by the Servicer with respect to such Receivables which have become Defaulted Receivables, and, in each case, net of the Servicer's and the Transferor's out-of-pocket costs and expenses of collection (including attorneys fees and expenses deducted therefrom). "Registered Certificateholder" shall mean the Holder of a Registered Certificate. 17 "Registered Certificates" shall have the meaning specified in Section 6.01. "Removal Cut-Off Date" shall have the meaning specified in subsection 2.09(b). "Removal Date" shall have the meaning specified in subsection 2.09(a). "Removal Notice Date" shall have the meaning specified in subsection 2.09(a). "Removed Accounts" shall have the meaning specified in Section 2.09. "Required Designation Date" shall have the meaning specified in subsection 2.08(a). "Required Principal Balance" shall mean, as of any date of determination, (a) the sum of the Series Investor Amounts for each Series outstanding on such date, minus (b) the Excess Funding Amount. "Required Transferor Amount" shall mean, with respect to any date, an amount equal to the product of the Required Transferor Percentage and the aggregate amount of Principal Receivables. "Required Transferor Percentage" shall mean 7%; provided, however, that the Transferors may reduce the Required Transferor Percentage upon (x) 30 days' prior notice to the Trustee and each Rating Agency, (y) satisfaction of the Rating Agency Condition with respect thereto and (z) delivery to the Trustee of a certificate of a Vice President or more senior officer of each Transferor stating that such Transferor reasonably believes that such reduction will not, based on the facts known to such officer at the time of such certification, then or thereafter have an Adverse Effect; provided further, that the Required Transferor Percentage shall not at any time be less than 2%. "Requirements of Law" with respect to any Person shall mean the certificate of incorporation, certificate of formation or articles of association and by-laws, limited liability company agreement or other organizational or governing documents of such Person, and any law, treaty, rule or regulation, or determination of an arbitrator or Governmental Authority, in each case applicable to or binding upon such Person or to which such Person is subject, whether Federal, state or local (including, without limitation, usury laws, the Federal Truth in Lending Act and Regulation Z and Regulation B of the Board of Governors of the Federal Reserve System). "Responsible Officer" shall mean any officer within the Corporate Trust Office (or any successor group of the Trustee) including any Vice President, any Assistant Secretary, any Assistant Treasurer, or any other officer of the Trustee customarily performing functions similar to those performed by any of the above-designated officers and also, with respect to a particular matter, any other officer to whom such matter is referred because of such officer's knowledge of and familiarity with the particular subject. 18 "Revolving Credit Agreement" shall mean the Revolving Credit Agreement by and between Fleet (RI) and FCCF, dated as of January 1, 2002, as such agreement may be amended from time to time in accordance therewith, or any substantially similar agreement entered into between any lender and a Transferor. "Revolving Period" shall mean, with respect to any Series, the period specified as such in the related Supplement. "Rule 144A" shall mean Rule 144A under the Act, as such Rule may be amended from time to time. "Seller" shall mean the Bank as the entity selling, transferring, assigning, setting over and otherwise conveying to the Trustee the Receivables and other Trust Assets prior to the Substitution Date and which was designated as the "Seller" under this Agreement prior to the Substitution Date. "Series" shall mean any series of Investor Certificates established pursuant to a Supplement. "Series Account" shall mean any deposit, trust, escrow or similar account maintained for the benefit of any Series or Class, as specified in any Supplement. "Series Enhancement" shall mean the rights and benefits provided to the Investor Certificateholders of any Series or Class pursuant to any letter of credit, surety bond, cash collateral account, cash collateral guaranty, spread account, guaranteed rate agreement, maturity liquidity facility, tax protection agreement, interest rate swap agreement, interest rate cap agreement or other similar arrangement. The subordination of any Series or Class to another Series or Class shall be deemed to be a Series Enhancement. "Series Enhancer" shall mean the Person or Persons providing any Series Enhancement, other than the Investor Certificateholders of any Series or Class which is subordinated to another Series or Class. "Series Invested Amount" shall have, with respect to any Series, the meaning specified in the related Supplement. "Series Investor Amount" shall have, with respect to any Series, the meaning specified in the related Supplement. "Series Pay Out Event" shall mean, with respect to any Series, each event, if any, specified in the Supplement as a Series Pay Out Event with respect to such Series. "Series Percentage" shall have, with respect to Principal Receivables, Finance Charge Receivables and Defaulted Receivables, and any Series of Certificates, the meaning stated in the related Supplement. 19 "Series Termination Date" shall mean, with respect to any Series, the termination date for such Series specified in the related Supplement. "Servicer" shall mean Fleet (RI) and its permitted successors and assigns, in its capacity as Servicer pursuant to this Agreement, and thereafter any Person appointed Successor Servicer as herein provided. "Servicer Default" shall have the meaning specified in Section 10.01. "Servicing Fee" shall have the meaning specified in Section 3.02. "Servicing Fee Rate" shall mean, with respect to any Series, the servicing fee rate specified in the related Supplement. "Servicing Officer" shall mean any officer of the Servicer, or any attorney-in-fact of the Servicer, involved in, or responsible for, the administration and servicing of the Receivables whose name appears on a list of servicing officers furnished to the Trustee by the Servicer, as such list may from time to time be amended. "Shared Principal Collections" shall have the meaning specified in Section 4.04. "Standard & Poor's" shall mean Standard & Poor's Corporation or its successor. "Substitution Date" shall mean January 1, 2002. "Successor Servicer" shall have the meaning specified in subsection 10.02(a). "Supplement" shall mean, with respect to any Series, a Supplement to this Agreement, executed and delivered in connection with the original issuance of the Investor Certificates of such Series pursuant to Section 6.03, and all amendments thereof and supplements thereto. "Supplemental Certificate" shall have the meaning specified in subsection 6.03(c). "Tax Opinion" shall mean, with respect to any action, an Opinion of Counsel to the effect that, (a) for Federal income tax purposes, such action will not adversely affect the tax characterization as debt of Investor Certificates of any outstanding Series or Class that were characterized as debt at the time of their issuance, (b) following such action the Trust will not be deemed to be an association (or publicly traded partnership) taxable as a corporation and (c) such action will not cause or constitute an event in which gain or loss would be recognized by any Investor Certificateholder or the Trust. "Termination Notice" shall have the meaning specified in Section 10.01. 20 "Transfer Agent and Registrar" shall have the meaning specified in Section 6.04. "Transfer Date" shall mean the Business Day immediately preceding each Distribution Date. "Transfer Restriction Event" shall have the meaning specified in Section 2.10. "Transferors" shall mean prior to the Substitution Date, the Bank, as Seller, and on and after the Substitution Date, shall mean, FCCF and any Additional Transferor, and their successors and permitted assigns. "Transferor Amount" shall mean, on any date of determination, an amount equal to (i) the sum of (a) the aggregate amount of Principal Receivables at the end of the day immediately prior to such date of determination, and (b) the Excess Funding Amount at the end of the day immediately prior to such date of determination, and minus the sum of the Series Invested Amounts for each Series outstanding on such date at the end of such day. "Transferor Certificates" shall mean, collectively, the Base Certificate (including, when the term is used in connection with "Holder" or "Holders," any uncertificated interest of a Transferor or Transferors in the Transferors' Interest) and any outstanding Supplemental Certificates. "Transferors' Interest" shall have the meaning specified in Section 4.01. "Transferor Percentage" shall mean, on any date of determination, when used with respect to Principal Receivables, Finance Charge Receivables and Defaulted Receivables, a percentage equal to 100% minus the Aggregate Series Percentage with respect to such categories of Receivables. "Transferred Account" shall have the meaning assigned to that term in the Receivables Purchase Agreement. "Trust" shall mean the Fleet Credit Card Master Trust II created by this Agreement. "Trust Assets" shall have the meaning specified in Section 2.01. "Trust Cut-Off Date" shall mean October 31, 1993. "Trustee" shall mean Bankers Trust Company, in its capacity as trustee on behalf of the Trust, or its successor in interest, or any successor trustee appointed as herein provided. "Trust Pay Out Event" shall mean each event specified in subsection 9.01(a). "UCC" shall mean the Uniform Commercial Code, as amended from time to time, as in effect in the applicable jurisdiction. 21 "United States" shall mean the United States of America (including the States and the District of Columbia), its territories, its possessions and other areas subject to its jurisdiction. "Vice President" when used with respect to the Transferors or the Servicer shall mean any vice president thereof whether or not designated by a number or word or words added before or after the title "vice president". "VISA" shall mean VISA USA, Inc. Section 1.02. Other Definitional Provisions. (a) With respect to any Series, all terms used herein and not otherwise defined herein shall have meanings ascribed to them in the related Supplement. (b) All terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein. (c) As used in this Agreement and in any certificate or other document made or delivered pursuant hereto or thereto, accounting terms not defined in this Agreement or in any such certificate or other document, and accounting terms partly defined in this Agreement or in any such certificate or other document to the extent not defined, shall have the respective meanings given to them under generally accepted accounting principles or regulatory accounting principles, as applicable. To the extent that the definitions of accounting terms in this Agreement or in any such certificate or other document are inconsistent with the meanings of such terms under generally accepted accounting principles or regulatory accounting principles, the definitions contained in this Agreement or in any such certificate or other document shall control. (d) The agreements, representations and warranties of FCCF and any Additional Transferor in this Agreement in each of their respective capacities as Transferors, shall be deemed to be the agreements, representations and warranties of FCCF and any such Additional Transferor solely in such capacity for so long as FCCF and any such Additional Transferor act in each such capacity under this Agreement, and the agreements, representations and warranties of Fleet (RI) in this Agreement as Servicer shall be deemed to be the agreements, representations and warranties of Fleet (RI) solely in such capacity for so long as Fleet (RI) acts in such capacity under this Agreement. (e) The words "hereof", "herein" and "hereunder" and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement; references to any Section, Schedule or Exhibit are references to Sections, Schedules and Exhibits in or to this Agreement unless otherwise specified; and the term "including" means "including without limitation." 22 (f) Unless otherwise specifically provided herein, the failure of this Agreement to specify the meaning of a term or the applicability of a provision to any Series shall not preclude the meaning of such term or the applicability of such provision with respect to such Series being set forth in the Supplement therefor. (g) At any time when only one Transferor exists under this Agreement, references to Transferors in the plural shall mean the one entity which is the Transferor. Section 1.03. Assumption Agreement. As provided herein, FCCF shall be and hereby is substituted as of January 1, 2002, in place of Fleet (RI) as Transferor. By the execution of this Agreement, FCCF hereby assumes (except as provided in the next sentence) all of the obligations of the Transferor which arise on or after the Substitution Date under the Agreement and the obligations of the Transferor which relate to the transactions contemplated by the Agreement. Fleet (RI), as Seller prior to the Substitution Date hereby agrees that it shall continue to be liable for all representations and warranties and covenants made by it and all obligations performed or to be performed by it in its capacity as Seller prior to the Substitution Date and agrees that if any representation or warranty made by the Bank as Seller under this Agreement prior to the Substitution Date is not true and correct and as a result Receivables transferred to the Trustee by the Bank under this Agreement are reassigned to the Transferor under Section 2.05 or Section 2.06, Fleet (RI) shall be obligated to accept assignment and deposit with FCCF for deposit into the Collection Account an amount equal to the outstanding balance of Receivables reassigned, as provided in Section 2.05 or 2.06, as applicable. Fleet (RI), as Seller is hereby released from any obligations accruing on or after the Substitution Date or with respect to representations and warranties of the Transferor made as of or after the Substitution Date. [END OF ARTICLE I] 23 ARTICLE II Conveyance of Receivables Section 2.01. Conveyance of Receivables. By execution of this Agreement, each Transferor does hereby transfer, assign, set over and otherwise convey to the Trustee all its right, title and interest in, to and under the Receivables existing at the close of business on the Initial Closing Date, in the case of Receivables arising in the Initial Accounts, and on each Addition Date, in the case of Receivables arising in the Additional Accounts, and in each case thereafter created from time to time until the termination of the Trust, all Allocated Interchange and Recoveries, all moneys due or to become due and all amounts received with respect thereto and all proceeds (including "proceeds" as defined in the UCC) thereof. Each Transferor does hereby further transfer, assign, set over and otherwise convey to the Trustee all of its rights, remedies, powers, privileges and claims under or with respect to each Receivables Purchase Agreement to which it is a party (whether arising pursuant to the terms of such Receivables Purchase Agreement or otherwise available to such Transferor at law or in equity), including without limitation, the rights of such Transferor to enforce the Receivables Purchase Agreement and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to the Receivable Purchase Agreements to the same extent as such Transferor could but for the assignment thereof to the Trustee. The property described in the two preceding sentences, together with all moneys, instruments, investment property, and other property credited to, carried in or deposited in the Collection Account, the Excess Funding Account, the Series Accounts and any Series Enhancement shall constitute the assets of the Trust (the "Trust Assets"). The foregoing does not constitute and is not intended to result in the creation or assumption by the Trust, the Trustee, any Investor Certificateholder or any Series Enhancer of any obligation of the Servicer, any Transferor, any Additional Transferor, any Account Owner or any other Person in connection with the Accounts or the Receivables or under any agreement or instrument relating thereto, including any obligation to Obligors, merchant banks, merchant clearance systems, VISA, MasterCard or insurers. Any reference herein to a conveyance, assignment, or other transfer to or by the Trust shall be construed as and shall be deemed to mean, a conveyance, assignment, or other transfer to or by the Trustee. The Transferors agree to record and file, at their own expense, financing statements (and continuation statements and amendments when applicable) with respect to the Receivables now existing and hereafter created meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain the perfection of, the transfer and assignment of the Receivables to the Trustee, and to deliver a file stamped copy of each such financing statement or other evidence of such filing to the Trustee on or prior to the Initial Closing Date, in the case of Receivables arising in the Initial Accounts, and (if any additional filing is so necessary) the applicable Addition Date, in the case of Receivables arising in Additional Accounts. The Trustee shall be under no obligation whatsoever to file such financing or continuation statements or to make any other filing under the UCC in connection with such transfer and assignment. The Transferors further agree, at their own expense, (a) on or prior to (x) the Substitution Date and (y) each Addition Date thereafter, in the case of Additional Accounts designated subsequent to the Substitution Date, and (z) the applicable Removal Date, in the case 24 of Removed Accounts, to indicate in the appropriate computer files that Receivables created in connection with the Accounts (other than Removed Accounts) have been conveyed to the Trustee pursuant to this Agreement (or conveyed to the Transferors in the case of Removed Accounts) by including (or deleting in the case of Removed Accounts) in such computer files the code "02," "11," "12," "13," "14," "15," "16," "17," "20," "22" or "30" through "80" (or any other code specified in an Assignment) in the PORTF_CD field of such computer files and (b) on the date of execution and delivery of the Receivables Purchase Agreement, on or prior to each Addition Date thereafter and each Removal Date, as applicable, to deliver to the Trustee a computer file or microfiche list containing a true and complete list of all such Accounts specifying for each such Account, as of the Substitution Date, in the case of accounts then designated as Accounts hereunder, the applicable Addition Cut-Off Date, in the case of Additional Accounts, and the applicable Removal Cut-Off Date, in the case of Removed Accounts, its account number, the aggregate amount outstanding in such Account and the aggregate amount of Principal Receivables outstanding in such Account. Such file or list, as supplemented from time to time to reflect Additional Accounts and Removed Accounts, shall be marked as Schedule 1 to this Agreement and is hereby incorporated into and made a part of this Agreement. Once the books and records (including the appropriate computer files) referenced in clause (a) of this paragraph have been indicated with respect to any Account, the Transferors agree not to alter such indication with respect to any Account during the term of this Agreement unless and until such Accounts become Removed Accounts or unless and until (i) the Transferors shall give written notice of any such alteration to the Trustee, such written notice to be as of the date of its receipt by the Trustee incorporated into and made part of this Agreement, and (ii) the Transferors shall have taken such action as is necessary or advisable to cause the interest of the Trustee in the Trust Assets to continue to be perfected and of first priority. The parties hereto intend that each transfer of Receivables and other property pursuant to this Agreement or any Assignment constitutes a sale, and not a secured borrowing, for accounting purposes. If, and to the extent that, the transfer pursuant to this Section 2.01 is not deemed to be a sale, the Transferors shall be deemed hereunder to have granted and do hereby grant to the Trustee, a first priority perfected security interest in all of its right, title and interest, whether now owned or hereafter acquired, in, to and under all of the Trust Assets. This Agreement shall constitute a security agreement under the UCC. Notwithstanding any other provisions of this Agreement, Fleet (RI), as Transferor prior to the Substitution Date, hereby ratifies and confirms that with respect to all Receivables existing in the Accounts at the close of business on the Business Day immediately preceding the Substitution Date, Fleet (RI) as Seller on and prior to that date has sold, transferred and assigned, set over and otherwise conveyed to the Trustee all of its right, title and interest in, to and under all such Receivables then existing, all monies due or to become due and all amounts received or receivable with respect thereto and all proceeds thereof, and all of Fleet (RI)'s right, title and interest in, to and under the Interchange payable pursuant to Section 2.07(i) prior to the Substitution Date. Fleet (RI) hereby ratifies and confirms that all of such property and rights, are included as Trust Assets. 25 Fleet (RI) hereby further agrees and confirms that if it is in breach of any of the representations or warranties made by it under this Agreement prior to the Substitution Date, its obligation to accept reassignment of such Receivables under Section 2.05 or 2.06 of this Agreement shall remain and is in full force and effect. Section 2.02. Acceptance by Trustee. (a) The Trustee hereby acknowledges its acceptance of all right, title and interest to the property, now existing and hereafter created, conveyed to the Trustee pursuant to Section 2.01 and declares that it shall maintain such right, title and interest, upon the trust herein set forth, for the benefit of all Certificateholders and, if provided in any Supplement, the Series Enhancers. The Trustee further acknowledges that the Transferor has delivered to the Trustee the computer file or microfiche list described in Section 2.01 relating to the designated Accounts as of the Substitution Date. (b) All references in this Agreement or in any Supplement to the transfer, assignment, setting over or other conveyance or delivery to the Trustee of Trust Assets of any kind or of any other rights, interests, or property or to the Trustee's holding or disposition of any Trust Assets or other rights, interests or property, shall, in each case, mean that such Trust Assets or other rights, interests or property are conveyed, delivered, held or disposed of by the Trustee not in its individual capacity but as Trustee under this Agreement for the benefit of the Certificateholders and, if provided in a Supplement, the Series Enhancers. (c) The Trustee hereby agrees not to disclose to any Person (or to any other department or operating division of the Trustee, other than the corporate trust department of the Trustee or, if the Trustee shall be appointed the Successor Servicer, such other departments or operating divisions of the Trustee as shall be necessary to fulfill its duties as Servicer), any of the account numbers or other information contained in the computer files or microfiche lists marked as Schedule 1 or otherwise delivered to the Trustee from time to time, except (i) to a Successor Servicer or as required by a Requirement of Law applicable to the Trustee, (ii) in connection with the performance of the Trustee's duties hereunder, (iii) in enforcing the rights of Certificateholders or (iv) as requested by any Person in connection with the financing statements filed pursuant to this Agreement or the Receivables Purchase Agreement. The Trustee also agrees not to use any of the foregoing information for any purpose other than for the purposes provided for in this Agreement. The Trustee agrees to take such measures as shall be reasonably requested by the Account Owners or the Transferors to protect and maintain the security and confidentiality of such information and, in connection therewith, will allow the Account Owners and the Transferors to inspect the Trustee's security and confidentiality arrangements from time to time during normal business hours. The Trustee shall make best efforts to provide the Account Owners and the Transferors with notice five Business Days prior to any disclosure pursuant to this subsection 2.02(b). (d) The Trustee shall have no power to create, assume or incur indebtedness or other liabilities in the name of the Trust other than as contemplated in this Agreement or any Supplement. 26 Section 2.03. Representations and Warranties of the Transferors Relating to the Transferors. Each of the Transferors hereby represents and warrants as to itself only and not as to any other Transferor, to the Trust as of each Closing Date and as of the Substitution Date that: (a) Organization and Good Standing. Such Transferor is a national banking association, a corporation or a limited liability company, duly organized or formed and validly existing in good standing under the laws of the jurisdiction of its organization, incorporation or formation and has full power, authority and legal right to own its properties and conduct its consumer revolving lending business or its receivables purchase and transfer business as such properties are presently owned and such business is presently conducted, to execute, deliver and perform its obligations under the Receivables Purchase Agreement and each Assignment thereunder and under this Agreement and each Supplement and to execute and deliver to the Trustee the Certificates pursuant hereto. (b) Due Qualification. Such Transferor is duly qualified to do business and is in good standing as a foreign corporation (or is exempt from such requirements), and has obtained all necessary licenses and approvals with respect to such Transferor, in each jurisdiction in which failure to so qualify or to obtain such licenses and approvals would render any Cardholder Agreement relating to an Account owned by such Transferor or any Receivable transferred to the Trustee by such Transferor unenforceable by such Transferor, the Servicer or the Trustee or would have a material adverse effect on the interests of the Certificateholders hereunder or under any Supplement; provided, however, that no representation or warranty is made with respect to any qualification, licenses or approvals which the Trustee has or may be required at any time to obtain, if any, in connection with the transactions contemplated hereby. (c) Due Authorization. The execution, delivery and performance of this Agreement and each Supplement by such Transferor and the execution and delivery to the Trustee of the Certificates and the consummation by such Transferor of the transactions provided for in this Agreement and each Supplement have been duly authorized by such Transferor by all necessary corporate or company action on the part of such Transferor and this Agreement and each Supplement will remain, from the time of its execution, an official record of such Transferor. (d) No Conflict. The execution and delivery by such Transferor of this Agreement, each Supplement and the Certificates, the performance by such Transferor of the transactions contemplated by this Agreement and each Supplement and the fulfillment by such Transferor of the terms hereof and thereof will not conflict with, result in any breach of any of the material terms and provisions of, or constitute (with or without notice or lapse of time or both) a material default under, any indenture, contract, agreement, mortgage, deed of trust, or other instrument to which such Transferor is a party or by which it or any of its properties are bound. (e) No Violation. The execution and delivery by such Transferor of this Agreement, each Supplement and the Certificates, the performance by such Transferor of the transactions contemplated by this Agreement and each Supplement and the 27 fulfillment by such Transferor of the terms hereof and thereof will not conflict with or violate any Requirements of Law applicable to such Transferor. (f) No Proceedings. There are no proceedings or investigations pending, or to the best knowledge of such Transferor, threatened, against such Transferor, before any court, regulatory body, administrative agency, or other tribunal or governmental instrumentality (i) asserting the invalidity of this Agreement, any Supplement or the Certificates, (ii) seeking to prevent the issuance of the Certificates or the consummation of any of the transactions contemplated by this Agreement, any Supplement or the Certificates, (iii) seeking any determination or ruling that, in the reasonable judgment of such Transferor, would materially and adversely affect the performance by such Transferor of its obligations under this Agreement or any Supplement, (iv) seeking any determination or ruling that would materially and adversely affect the validity or enforceability of this Agreement, any Supplement or the Certificates or (v) seeking to affect adversely the income tax attributes of the Trust under the Federal or Delaware income or franchise tax systems. (g) All Consents Required. All approvals, authorizations, consents, orders or other actions of any Person or of any governmental body or official required in connection with the execution and delivery by such Transferor of this Agreement, each Supplement and the Certificates, the performance by such Transferor of the transactions contemplated by this Agreement and each Supplement and the fulfillment by such Transferor of the terms hereof and thereof, have been obtained; provided, however, that such Transferor makes no representation or warranty regarding state securities or "blue sky" laws in connection with the distribution of the Certificates. (h) Insolvency. No Insolvency Event with respect to such Transferor has occurred and the transfer of the Receivables by such Transferor to the Trustee has not been made in contemplation of the occurrence thereof. (i) FDIC Insurance. Such Transferor is either an insured institution for purposes of the Federal Deposit Insurance Act or is a bankruptcy-remote entity. The representations and warranties of each Transferor set forth in this Section 2.03 shall survive the transfer and assignment by such Transferor of the respective Receivables to the Trustee. Upon discovery by such Transferor, the Servicer or the Trustee of a breach of any of the representations and warranties by such Transferor set forth in this Section 2.03, the party discovering such breach shall give prompt written notice to the others. Such Transferor agrees to cooperate with the Servicer and the Trustee in attempting to cure any such breach. For purposes of the representations and warranties set forth in this Section 2.03, (i) each reference to a Supplement shall be deemed to refer only to those Supplements in effect as of the Substitution Date or the relevant Closing Date that were executed and delivered by such Transferor and (ii) each reference to the Certificates shall be deemed to refer only to those Certificates issued on or prior to the Substitution Date or the relevant Closing Date and that were executed and delivered by that Transferor. 28 Section 2.04. Representations and Warranties of the Transferors Relating to the Agreement and Any Supplement and the Receivables. (a) Representations and Warranties. Each of the Transferors hereby represents and warrants as to itself only and not as to any other Transferor, to the Trust as of each Closing Date and, with respect to Additional Accounts the Receivables in which are being transferred by such Transferor to the Trustee, as of the related Addition Date that: (i) the Receivables Purchase Agreement, this Agreement, each Supplement and, in the case of Additional Accounts the Receivables in which are being transferred by such Transferor to the Trustee, the related Assignment, each constitutes a legal, valid and binding obligation of such Transferor enforceable against such Transferor in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors' rights in general and the rights of creditors of national banking associations and except as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity); (ii) as of the Initial Closing Date and as of the related Addition Date with respect to Additional Accounts the Receivables in which are being transferred by such Transferor to the Trustee, Schedule 1 to this Agreement, as supplemented on such date, is an accurate and complete listing in all material respects of all the Accounts as of the Trust Cut-Off Date or such Addition Cut-Off Date, as the case may be, and the information contained therein with respect to the identity of such Accounts and the Receivables existing in such Accounts is true and correct in all material respects as of the Trust Cut-Off Date or such Addition Cut-Off Date, as the case may be; (iii) each Receivable conveyed to the Trustee by such Transferor has been conveyed to the Trustee free and clear of any Lien of any Person claiming through or under such Transferor or any of its Affiliates (other than Liens arising in favor of the Transferor under the Receivables Purchase Agreement and other than Liens permitted under subsection 2.07(b)) and in compliance, in all material respects, with all Requirements of Law applicable to such Transferor; (iv) all authorizations, consents, orders or approvals of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Account Owner or such Transferor in connection with the conveyance of Receivables by the Account Owner to the Transferor and by such Transferor to the Trustee have been duly obtained, effected or given and are in full force and effect; (v) either this Agreement or, in the case of Additional Accounts, the related Assignment constitutes a valid transfer and assignment to the Trustee of all right, title and interest of such Transferor in the Receivables conveyed to the Trustee by such Transferor and the proceeds thereof or, if this Agreement or, in the case of Additional Accounts, the related Assignment does not constitute a transfer of such property, it constitutes a grant of a security interest in such property to the Trustee, which, in the case of existing 29 Receivables and the proceeds thereof, is enforceable upon execution and delivery of this Agreement or, with respect to then existing Receivables in Additional Accounts, as of the applicable Addition Date, and which will be enforceable with respect to such Receivables hereafter and thereafter created and the proceeds thereof upon such creation. Upon the filing of the financing statements pursuant to Sections 2.01 and 2.08 and, in the case of Receivables hereafter created and the proceeds thereof, upon the creation thereof, the Trustee shall have a first priority perfected security or ownership interest in such property and proceeds except for (x) Liens permitted under subsection 2.07(b), (y) the interests of the Transferors as Holders of the Base Certificate or any Supplemental Certificate, and (z) the Transferors' right, if any, to interest accruing on and investment earnings, if any, in respect of the Collection Account or any Series Account, as provided in this Agreement or the related Supplement; provided, however, that the Transferors make no representation or warranty with respect to the effect of Section 9-315 of the UCC on the rights of the Trustee to proceeds; (vi) except as otherwise expressly provided in this Agreement or any Supplement, neither such Transferor nor any Person claiming through or under such Transferor has any claim to or interest in the Collection Account, the Excess Funding Account, any Series Account or any Series Enhancement; (vii) on the Trust Cut-Off Date, each Initial Account was an Eligible Account and, on the applicable Addition Cut-Off Date, each related Additional Account is an Eligible Account; (viii) on the Trust Cut-Off Date, each Receivable then existing in an Account was an Eligible Receivable and, on the applicable Addition Cut-Off Date, each Receivable contained in any related Additional Accounts is an Eligible Receivable; (ix) as of the date of the creation of any new Receivable in an Account such Receivable is an Eligible Receivable; and (x) no selection procedure has been utilized by the Account Owner or by such Transferor which such Transferor reasonably believes would result in a selection of Initial Accounts or Additional Accounts (from among the available Eligible Accounts owned by the Account Owner on the Trust Cut-Off Date or the applicable Addition Cut-Off Date, as the case may be that are available to such Transferor) that would be materially adverse to the interests of the Investor Certificateholders. (b) Notice of Breach. The representations and warranties of each Transferor set forth in this Section 2.04 shall survive the transfer and assignment by such Transferor of Receivables to the Trustee. Upon discovery by such Transferor, the Servicer or the Trustee of a breach of any of the representations and warranties made by such Transferor set forth in this Section 2.04, the party discovering such breach shall give prompt written notice to the others. Such Transferor agrees to cooperate with the Servicer and the Trustee in attempting to cure any such breach. For purposes of the representations and warranties set forth in this Section 2.04, each reference to a Supplement shall be deemed 30 to refer only to those Supplements in effect as of the date of the relevant representations or warranties. Section 2.05. Reassignment of Ineligible Receivables. (a) Reassignment of Receivables. In the event (i) any representation or warranty of a Transferor contained in subsection 2.04(a)(ii), (iii), (iv), (vii), (viii), (ix) or (x) is not true and correct in any material respect as of the date specified therein with respect to any Receivable transferred to the Trustee by such Transferor and as a result of such breach any Receivables in the related Account become Defaulted Receivables or the Trustee's rights in, to or under such Receivables or the proceeds of such Receivables are impaired or such proceeds are not available for any reason to the Trustee free and clear of any Lien, unless cured within 60 days (or such longer period, not in excess of 150 days, as may be agreed to by the Trustee) after the earlier to occur of the discovery thereof by such Transferor or receipt by such Transferor of notice thereof given by the Trustee, or (ii) it is so provided in subsection 2.07(a) with respect to any Receivables transferred to the Trustee by such Transferor, then such Transferor shall accept reassignment of all Receivables in the related Account ("Ineligible Receivables") on the terms and conditions set forth in paragraph (b) below; provided, however, that such Receivables will not be deemed to be Ineligible Receivables and will not be reassigned to such Transferor if, on any day prior to the end of such 60-day or longer period, (x) either (A) in the case of an event described in clause (i) above the relevant representation and warranty shall be true and correct in all material respects as if made on such day or (B) in the case of an event described in clause (ii) above the circumstances causing such Receivable to become an Ineligible Receivable shall no longer exist and (y) such Transferor shall have delivered to the Trustee an Officer's Certificate describing the nature of such breach and the manner in which the relevant representation and warranty became true and correct. (b) Price of Reassignment. The Servicer shall deduct the portion of the Ineligible Receivables reassigned to a Transferor which are Principal Receivables from the aggregate amount of Principal Receivables used to calculate the Transferor Amount, the Series Percentages and any other percentage used to allocate within or among Series that is applicable to any Series. In the event that, following the exclusion of such Principal Receivables from the calculation of the Transferor Amount, the Transferor Amount would be less than the Required Transferor Amount, not later than 12:00 noon, New York City time, on the first Distribution Date following the Monthly Period in which such reassignment obligation arises, the relevant Transferor shall make a deposit into the Excess Funding Account in immediately available funds in an amount equal to the amount by which the Transferor Amount would be reduced below the Required Transferor Amount (up to the amount of such Principal Receivables). Upon the deposit, if any, required to be made to the Excess Funding Account as provided in this Section and the reassignment of Ineligible Receivables, the Trustee shall automatically and without further action sell, transfer, assign, set over and otherwise convey to the relevant Transferor, without recourse, representation or warranty, all the right, title and interest of the Trustee in and to such Ineligible Receivables, all moneys due or to become due and all amounts received with respect thereto and all proceeds thereof. The Trustee shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the relevant Transferor to effect the conveyance of Ineligible 31 Receivables. The obligation of a Transferor to accept reassignment of any Ineligible Receivables, and to make the deposits, if any, required to be made to the Excess Funding Account as provided in this Section, shall constitute the sole remedy respecting the event giving rise to such obligation available to Certificateholders (or the Trustee on behalf of the Certificateholders). (c) Representations and Warranties of the Transferors Relating to Security Interest. Each Transferor hereby makes the following representations and warranties with respect to Receivables transferred by it, and each of the following representations and warranties shall survive until the termination of this Agreement and each shall speak as of the Substitution Date and, with respect to Receivables in Additional Accounts, as of the applicable Addition Date. None of the following representations and warranties shall be waived by any of the parties to this Agreement unless the Rating Agency Condition shall have been satisfied with respect to such waiver. (i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in favor of the Trustee in the Receivables which security interest is prior to all other liens, and is enforceable as such against creditors of and purchasers from the Transferors. (ii) The Receivables transferred by such Transferor constitute "accounts" within the meaning of the applicable UCC. (iii) At the time of its transfer of any Receivables to the Trustee pursuant to this Agreement, such Transferor owned and had good and marketable title to such item of collateral free and clear of any lien, claim or encumbrance of any Person. (iv) Such Transferor has caused or will have caused, within ten (10) days of the execution of this Agreement, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Receivables granted to the Trustee pursuant to this Agreement. (v) Other than the security interest granted to the Trustee pursuant to this Agreement or an Assignment, such Transferor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed the Receivables described in Section 2.01 of this Agreement. Such Transferor has not authorized the filing of and is not aware of any financing statements against such Transferor that cover such Receivables other than any financing statement relating to the transfer of the Receivables to such Transferor pursuant to the appropriate Receivables Purchase Agreement and the security interest granted to the Trustee pursuant to this Agreement or an Assignment or that has been terminated. Such Transferor is not aware of any judgment or tax lien filings against such Transferor. Section 2.06. Reassignment of Receivables in Trust Portfolio. In the event any representation or warranty of a Transferor set forth in subsection 2.03(a) or (c) or subsection 2.04(a)(i), (v) or (vi) is not true and correct in any material respect and such breach has a material adverse effect on the Certificateholders' Interest in the Receivables transferred to the 32 Trustee by such Transferor, then either the Trustee or the Holders of Investor Certificates evidencing more than 50% of the Aggregate Investor Amount, by notice then given to such Transferor and the Servicer (and to the Trustee if given by the Investor Certificateholders), may direct such Transferor to accept a reassignment of the Receivables transferred to the Trustee by such Transferor if such breach and any material adverse effect caused by such breach is not cured within 60 days of such notice (or within such longer period, not in excess of 150 days, as may be specified in such notice), and upon those conditions such Transferor shall be obligated to accept such reassignment on the terms set forth below; provided, however, that such Receivables will not be reassigned to such Transferor if, on any day prior to the end of such 60-day or longer period (i) the relevant representation and warranty shall be true and correct in all material respects as if made on such day and (ii) such Transferor shall have delivered to the Trustee a certificate of an authorized officer describing the nature of such breach and the manner in which the relevant representation and warranty became true and correct. The relevant Transferor shall deposit in the Collection Account in immediately available funds not later than 12:00 noon, New York City time, on the first Distribution Date following the Monthly Period in which such reassignment obligation arises, in payment for such reassignment, an amount equal to the sum of the amounts specified therefor with respect to each outstanding Series in the related Supplement. Notwithstanding anything to the contrary in this Agreement, such amounts shall be distributed on such Distribution Date in accordance with Article IV and the terms of each Supplement. Upon the deposit, if any, required to be made to the Collection Account as provided in this Section and the reassignment of the Receivables, the Trustee shall automatically and without further action sell, transfer, assign, set over and otherwise convey to the relevant Transferor, without recourse, representation or warranty, all the right, title and interest of the Trustee in and to such Receivables, all moneys due or to become due and all amounts received with respect thereto and all proceeds thereof. The Trustee shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the relevant Transferor to effect the conveyance of such Receivables pursuant to this Section. The obligation of a Transferor to accept reassignment of any Receivables, and to make the deposits, if any, required to be made to the Collection Account as provided in this section, shall constitute the sole remedy respecting the event giving rise to such obligation available to Certificateholders (or the Trustee on behalf of the Certificateholders) or any Series Enhancer. Section 2.07. Covenants of the Transferors. Each Transferor hereby covenants as to itself only and not as to any other Transferor, as follows: (a) Receivables to be Accounts. Except in connection with the enforcement or collection of a Receivable, such Transferor will take no action to cause any Receivable transferred by it to the Trustee to be evidenced by any instrument or chattel paper (as defined in the UCC) and, if any such Receivable is so evidenced as a result of such Transferor's action, it shall be deemed to be an Ineligible Receivable in accordance with subsection 2.05(a) and shall be reassigned to such Transferor in accordance with subsection 2.05(b); provided, however, that Receivables evidenced by notes taken from Obligors in the ordinary course of business of the Servicer's collection efforts shall not be deemed Ineligible Receivables solely as a result thereof. 33 (b) Security Interests. Except for the conveyances hereunder, such Transferor will not sell, pledge, assign or transfer to any other Person, or grant, create, incur, assume or suffer to exist any Lien on any Receivable transferred by it to the Trustee, whether now existing or hereafter created, or any interest therein; such Transferor will immediately notify the Trustee of the existence of any Lien on any such Receivable; and such Transferor shall defend the right, title and interest of the Trustee in, to and under such Receivables, whether now existing or hereafter created, against all claims of third parties claiming through or under such Transferor; provided, however, that nothing in this subsection 2.07(b) shall prevent or be deemed to prohibit such Transferor from suffering to exist upon any of the Receivables transferred by it to the Trustee any Liens for municipal or other local taxes if such taxes shall not at the time be due and payable or if such Transferor shall currently be contesting the validity thereof in good faith by appropriate proceedings and shall have set aside on its books adequate reserves with respect thereto. (c) Transferors' Interest. Except for the transfer to FCCF as of the Substitution Date and except for the conveyances hereunder in connection with any transaction permitted by Section 7.02 and as provided in Sections 2.08(e) and 6.03, such Transferor agrees not to transfer, assign, exchange or otherwise convey or pledge, hypothecate or otherwise grant a security interest in the Transferors' Interest, whether in certificated form and represented by the Base Certificate or in any uncertificated form, or any Supplemental Certificate and any such attempted transfer, assignment, exchange, conveyance, pledge, hypothecation or grant shall be void. Notwithstanding the foregoing paragraph, the Transferors may pledge, hypothecate or otherwise grant a security interest in the Base Certificate (or any portion thereof) or in any uncertificated interest of the Transferors in the Transferors' Interest (or any portion thereof) to any Federal Reserve Bank or any Federal Home Loan Bank; provided, however, that such pledge, hypothecation, or grant may not be used as an artifice or device to avoid or limit the foregoing prohibition on transfer. (d) Delivery of Collections. In the event that such Transferor receives Collections, such Transferor agrees to pay the Servicer all such Collections as soon as practicable after receipt thereof but in no event later than two Business Days after the date of receipt by the Transferor. (e) Notice of Liens. Such Transferor shall notify the Trustee promptly after becoming aware of any Lien on any Receivable other than the conveyances under the Receivables Purchase Agreement and hereunder or Liens permitted under subsection 2.07(b). (f) Periodic Finance Charges and Other Fees. Each Transferor hereby agrees that, it will include in each Receivables Purchase Agreement provisions under which the Account Owner will agree that, except as otherwise required by any Requirement of Law, or as is deemed by the Account Owner in its sole discretion to be necessary in order for the Account Owner to maintain its lending business on a competitive basis based on a good faith assessment by the Account Owner of the nature of its competition in the lending business, the Account 34 Owner shall not at any time reduce the annual percentage rate of the Periodic Finance Charges assessed on the Receivables transferred by it to any Transferor or other fees charged on any of the Accounts owned by it if, as a result of any such reduction, either (i) such Account Owner's reasonable expectation is that such reduction will cause a Series Pay Out Event to occur or (ii) such reduction is not also applied to any comparable segments of consumer revolving credit card accounts owned by the Account Owner which have characteristics the same as, or substantially similar to, such Accounts. (g) Cardholder Agreements and Credit Card Guidelines. Each Transferor shall include in each Receivables Purchase Agreement a covenant by the Account Owner to comply with and perform its obligations under the Cardholder Agreements relating to the Accounts owned by it and the Credit Card Guidelines and all applicable rules and regulations of MasterCard and VISA or their respective substantial equivalents except insofar as any failure so to comply or perform would not materially and adversely affect the rights of the Transferor, the Trustee or the Certificateholders hereunder. Each Transferor may in such Receivables Purchase Agreement allow the Account Owner, subject to compliance with all Requirements of Law, to change the terms and provisions of the Cardholder Agreements or the Credit Card Guidelines with respect to any of the Accounts owned by that Account Owner in any respect (including the calculation of the amount, or the timing, of charge-offs and the Periodic Finance Charges and other fees to be assessed thereon) if in the reasonable judgment of such Account Owner such change is made applicable to any comparable segment of the consumer revolving credit card accounts owned by such Account Owner which have characteristics the same as, or substantially similar to, such Accounts. (h) MasterCard and VISA. Each Transferor shall include in each Receivables Purchase Agreement a covenant by the Account Owner to the extent applicable to Accounts owned or serviced by the Account Owner, that such Account Owner shall use its best efforts to remain, either directly or indirectly, a member in good standing of the MasterCard system, the VISA system and any other similar entity's or organization's system relating to any other type of consumer revolving credit card accounts included as Accounts. (i) Interchange. With respect to any Distribution Date, on or prior to the last day of the preceding Monthly Period, the Transferor shall notify the Servicer of the amount of the Allocated Interchange required to be included as Collections of Finance Charge Receivables with respect to such Monthly Period which amount for any Series shall be specified in the related Supplement. Not later than 12:00 noon, New York City time, on the Business Day immediately preceding such Distribution Date, the Transferor shall deposit into the Collection Account, in immediately available funds, the amount of the Allocated Interchange to be so included as Collections of Finance Charge Receivables with respect to such Monthly Period. (j) Separate Existence. Such Transferor shall: (i) Maintain in full effect its existence, rights and franchises as a limited liability company under the laws of the state of its formation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability 35 of this Agreement and the Receivables Purchase Agreement and each other instrument or agreement necessary or appropriate to proper administration hereof and permit and effectuate the transactions contemplated hereby. (ii) Except as provided herein, maintain its own deposit, securities and other account or accounts, separate from those of any Affiliate of such Transferor, with financial institutions. The funds of such Transferor will not be diverted to any other Person or for other than the company use of such Transferor, and, except as may be expressly permitted by this Agreement or the Receivables Purchase Agreement, the funds of such Transferor shall not be commingled with those of any other Person. (iii) Ensure that, to the extent that it shares the same officers or other employees as any of its members, managers or other Affiliates, the salaries of and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among such entities, and each such entity shall bear its fair share of the salary and benefit costs associated with all such common officers and employees. (iv) Ensure that, to the extent that it jointly contracts with any of its stockholders, members or managers or other Affiliates to do business with vendors or service providers or to share overhead expenses, the costs incurred in so doing shall be allocated fairly among such entities, and each such entity shall bear its fair share of such costs. To the extent that such Transferor contracts or does business with vendors or service providers where the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among such entities for whose benefit the goods and services are provided, and each such entity shall bear its fair share of such costs. (v) Ensure that all material transactions between such Transferor and any of its Affiliates shall be only on an arm's-length basis and shall not be on terms more favorable to either party than the terms that would be found in a similar transaction involving unrelated third parties. All such transactions shall receive the approval of such Transferor's board of directors including at least one Independent Director (defined below). (vi) Maintain a principal executive and administrative office through which its business is conducted and a telephone number separate from those of its members, managers and other Affiliates. To the extent that such Transferor and any of its members, managers or other Affiliates have offices in contiguous space, there shall be fair and appropriate allocation of overhead costs (including rent) among them, and each such entity shall bear its fair share of such expenses. (vii) Conduct its affairs strictly in accordance with its certificate of formation and limited liability company agreement and observe all necessary, appropriate and customary formalities, including, but not limited to, holding all 36 regular and special meetings of the board of directors appropriate to authorize all actions of such Transferor, keeping separate and accurate minutes of such meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, intercompany transaction accounts. Regular meetings of the board of directors shall be held at least annually. (viii) Ensure that its board of directors shall at all times include at least one Independent Director (for purposes hereof, "Independent Director" shall mean any member of the board of directors of such Transferor that is not and has not at any time been (x) an officer, agent, advisor, consultant, attorney, accountant, employee or shareholder of any Affiliate of such Transferor which is not a special purpose entity, (y) a director of any Affiliate of such Transferor other than an independent director of any Affiliate which is a special purpose entity or (z) a member of the immediate family of any of the foregoing). (ix) Ensure that decisions with respect to its business and daily operations shall be independently made by such Transferor (although the officer making any particular decision may also be an officer or director of an Affiliate of the Transferor) and shall not be dictated by an Affiliate of such Transferor. (x) Act solely in its own company name and through its own authorized members, managers, officers and agents, and no Affiliate of the Transferor shall be appointed to act as agent of such Transferor. Such Transferor shall at all times use its own stationery and business forms and describe itself as a separate legal entity. (xi) Other than as provided in the Revolving Credit Agreement, ensure that no Affiliate of such Transferor shall loan money to such Transferor, and no Affiliate of such Transferor will otherwise guaranty debts of such Transferor. (xii) Other than organizational expenses and as expressly provided herein, pay all expenses, indebtedness and other obligations incurred by it using its own funds. (xiii) Except as provided herein and in the Receivables Purchase Agreement, not enter into any guaranty, or otherwise become liable, with respect to or hold its assets or creditworthiness out as being available for the payment of any obligation of any Affiliate of such Transferor nor shall such Transferor make any loans to any Person. (xiv) Ensure that any financial reports required of such Transferor shall comply with generally accepted accounting principles and shall be issued separately from, but may be consolidated with, any reports prepared for any of its Affiliates so long as such consolidated reports contain footnotes describing the effect of the transactions between such Transferor and such Affiliate and also 37 state that the assets of such Transferor are not available to pay creditors of the Affiliate. (xv) Ensure that at all times it is adequately capitalized to engage in the transactions contemplated in its certificate of formation and its limited liability company agreement. Section 2.08. Addition of Accounts. (a) Required Additions. (i) If on any Determination Date, as of the close of business on the last Business Day of the preceding Monthly Period, either (x) the Transferor Amount is less than the Required Transferor Amount or (y) the aggregate amount of Principal Receivables is less than the Required Principal Balance, the Transferors shall on or prior to the close of business on the 10th Business Day following such Determination Date (the "Required Designation Date"), unless the Transferor Amount exceeds the Required Transferor Amount or the aggregate amount of Principal Receivables exceeds the Required Principal Balance, as the case may be, in either case as of the close of business on any day after the last Business Day of such Monthly Period and prior to the Required Designation Date, designate additional Eligible Accounts to be included as Accounts as of the Required Designation Date or any earlier date in a sufficient amount such that, after giving effect to such addition, the Transferor Amount as of the close of business on the applicable Addition Date is at least equal to the Required Transferor Amount on such date and the aggregate amount of Principal Receivables exceeds the Required Principal Balance on such date. The failure of any condition set forth in paragraph (c) below, as the case may be, shall not relieve the Transferors of their obligation pursuant to this paragraph; provided, however, that the failure of the Transferors to transfer Receivables to the Trustee as provided in this clause (i) solely as a result of the unavailability of a sufficient amount of Eligible Receivables shall not constitute a breach of this Agreement; provided further, that any such failure which has not been timely cured may nevertheless result in the occurrence of a Pay Out Event. (ii) In lieu of, or in addition to, designating Additional Accounts pursuant to clause (i) above, the Transferors may, subject to the conditions specified in paragraph (c) below, convey to the Trustee participations (including 100% participations) representing undivided interests in a pool of assets primarily consisting of revolving credit card receivables, consumer loan receivables (secured and unsecured), and any interests in any of the foregoing, including securities representing or backed by such receivables, and other self-liquidating financial assets (including any "Eligible Assets" as such term is defined in Rule 3a-7 under the Investment Company Act (or any successor to such Rule)) which financial assets are owned by a Transferor or any Affiliate of any Transferor and collections thereon ("Participation Interests"). The addition of Participation Interests in the Trust pursuant to this paragraph (a) or paragraph (b) below shall be effected by a Participation Interest Supplement, dated the applicable Addition Date and entered into pursuant to subsection 13.01(a). (b) Restricted Additions. Each Transferor may from time to time, at its sole discretion, subject to the conditions specified below, designate additional Eligible Accounts to be 38 included as Accounts or Participation Interests to be included as Trust Assets, in either case as of the applicable Addition Date. (c) Conditions to Required and Restricted Additions. On the Addition Date with respect to any Additional Accounts or Participation Interests designated pursuant to subsection 2.08(a) or (b), the Trustee shall purchase the Receivables in such Additional Accounts (and such Additional Accounts shall be Accounts for purposes of this Agreement) or shall purchase such Participation Interests, in each case as of the close of business on the applicable Addition Date, subject to the satisfaction of the following conditions: (i) on or before the tenth Business Day immediately preceding the Addition Date, each Transferor which is designating any such Additional Account or is transferring any such Participation Interest to the Trustee (a "Participating Transferor") shall have given the Trustee, the Servicer and each Rating Agency written notice that the Additional Accounts or Participation Interests will be included and specifying the applicable Addition Date, the Addition Cut-Off Date, and the approximate number of accounts expected to be added and the approximate aggregate balances expected to be outstanding in the accounts to be added (in the case of Additional Accounts); (ii) in the case of Additional Accounts, the Participating Transferors shall have delivered to the Trustee copies of UCC financing statements covering such Additional Accounts, if necessary to perfect the Trustee's interest in the Receivables arising therein; (iii) as of each of the Addition Cut-Off Date and the Addition Date, no Insolvency Event with respect to the Participating Transferor or the Account Owner shall have occurred nor shall the transfer of the Receivables arising in the Additional Accounts or of the Participation Interests to the Transferor or to the Trustee have been made in contemplation of the occurrence thereof; (iv) except in the case of an Addition pursuant to subsection 2.08(a)(i), the Rating Agency Condition shall have been satisfied; (v) each Participating Transferor shall have delivered to the Trustee an Officer's Certificate, dated the Addition Date, stating that (x) in the case of Additional Accounts, as of the applicable Addition Cut-Off Date, the Additional Accounts are all Eligible Accounts, (y) to the extent applicable, the conditions set forth in clauses (ii) through (iv) above have been satisfied and (z) such Participating Transferor reasonably believes that (A) the designation of such Additional Accounts and the transfer by such Participating Transferor of the Receivables arising in the Additional Accounts or of the Participation Interests to the Trustee will not, based on the facts known to such officer at the time of such addition, then or thereafter cause a Pay Out Event to occur with respect to any Series and (B) in the case of Additional Accounts, no selection procedure was utilized by such Participating Transferor or by the Account Owner which would result in a selection of Additional Accounts (from among the available Eligible 39 Accounts) that would be materially adverse to the interests of the Investor Certificateholders of any Series as of the Addition Date; (vi) the Participating Transferors shall have delivered to the Trustee and each Rating Agency (except that such opinions need not be delivered to Standard & Poor's) an Opinion of Counsel, which counsel shall be outside counsel, dated the Addition Date, in accordance with subsection 13.02(d); (vii) in the case of designation of Additional Accounts, the Participating Transferors shall have delivered to the Trustee (x) the computer file or microfiche list required to be delivered pursuant to Section 2.01 with respect to such Additional Accounts and (y) a duly executed, written assignment (including an acceptance by the Trustee for the benefit of the Certificateholders), substantially in the form of Exhibit B (the "Assignment"); and (viii) unless each Rating Agency otherwise consents, the number of Additional Accounts designated pursuant to subsection 2.08(a) with respect to any of the three consecutive Monthly Periods commencing in January, April, July and October of each calendar year, commencing in January 1994, shall not exceed 15% of the number of Accounts as of the first day of the calendar year during which such Monthly Periods commence and the number of Additional Accounts designated pursuant to subsection 2.08(a) during any calendar year shall not exceed 20% of the number of Accounts as of the first day of such calendar year. (d) Automatic Account Additions. (i) Each Transferor may from time to time, at its sole discretion, subject to and in compliance with the limitations specified in clause (ii) below and the applicable conditions specified in clauses (iii) through (vii) below, designate Eligible Accounts ("Automatic Additional Accounts") to be included as Accounts as of the applicable Addition Date. For purposes of this paragraph, Eligible Accounts shall include only consumer revolving credit card accounts which are originated by a Transferor or any Affiliate of a Transferor. (ii) Unless each Rating Agency otherwise consents, the number of Automatic Additional Accounts designated with respect to any of the three consecutive Monthly Periods commencing in January, April, July and October of each calendar year, commencing in January 1994, shall not exceed 15% of the number of Accounts as of the first day of the calendar year during which such Monthly Periods commence and the number of Automatic Additional Accounts designated during any such calendar year shall not exceed 20% of the number of Accounts as of the first day of such calendar year. (iii) Within 30 days after the Addition Date with respect to any Automatic Additional Accounts, the Transferors shall have delivered to the Trustee and each Rating Agency (except that such opinions need not be delivered to Standard & Poor's) an Opinion of Counsel (which counsel shall be outside 40 counsel) in accordance with subsection 13.02(d), with respect to the Automatic Additional Accounts included as Accounts on such Addition Date, confirming the validity and perfection of the transfer of the Receivables arising in such Automatic Additional Accounts. If such Opinion of Counsel with respect to any Automatic Additional Accounts is not so received, the ability of the Transferors to designate Automatic Additional Accounts will be suspended until such time as each Rating Agency otherwise consents in writing. If the Transferors are unable to deliver an Opinion of Counsel with respect to any Automatic Additional Account, such inability shall be deemed to be a breach of the representation in subsection 2.04(a)(viii) with respect to the Receivables in such Automatic Additional Account for purposes of Section 2.05; provided, that the cure period for such breach shall not exceed 30 days. (iv) The Participating Transferors shall have delivered to the Trustee copies of financing statements covering the Receivables arising in such Automatic Additional Accounts, if necessary to perfect the Trustee's interest in the Receivables arising therein. (v) As of each of the Addition Cut-Off Date and the Addition Date, no Insolvency Event with respect to any Participating Transferor shall have occurred nor shall the transfer of the Receivables arising in the Automatic Additional Accounts to the Trustee have been made in contemplation of the occurrence thereof. (vi) Each Participating Transferor shall have delivered to the Trustee an Officer's Certificate, dated the Addition Date, stating that (x) as of the applicable Addition Cut-Off Date, such Automatic Additional Accounts designated by such Participating Transferor are all Eligible Accounts, (y) to the extent applicable, the conditions set forth in clauses (ii) through (v) above have been satisfied and (z) such Participating Transferor reasonably believes that (A) the designation of such Additional Accounts and the transfer by such Participating Transferor of the Receivables arising in such Automatic Additional Accounts will not, based on the facts known to such officer at the time of such addition, then or thereafter cause a Pay Out Event to occur with respect to any Series and (B) no selection procedure was utilized by such Participating Transferor or by the Account Owner which would result in a selection of Automatic Additional Accounts (from among the available Eligible Accounts) that would be materially adverse to the interests of the Investor Certificateholders of any Series as of the Addition Date. (vii) The Participating Transferors shall have delivered to the Trustee (x) the computer file or microfiche list required to be delivered pursuant to Section 2.01 with respect to such Automatic Additional Accounts and (y) a duly executed Assignment. (e) Additional Transferors. FCCF may designate Affiliates of FCCF to be included as Transferors ("Additional Transferors") under this Agreement by an amendment 41 hereto pursuant to subsection 13.01(a). In connection with such designation, if the interest of the Transferors in the Transferors' Interest is evidenced by the Base Certificate, the Transferors shall surrender the Base Certificate to the Trustee, in exchange for a newly issued Base Certificate modified to reflect such Additional Transferor's interest. If the interest of the Transferors in the Transferors' Interest is in uncertificated form, then, in connection with the designation of an Additional Transferor, the existing Transferors shall instruct the Trustee in writing to register the Additional Transferor as the owner of the appropriate interest in the Transferors' Interest on the books and records of the Trust. Prior to any such designation and exchange or transfer of interests the conditions set forth in subsection 6.03(c) or 6.03(d), as applicable, shall have been satisfied with respect thereto. (f) Additional Account Owners. In addition to the Receivables Purchase Agreement entered into with Fleet (RI) as of the Substitution Date, FCCF, as Transferor, or an Additional Transferor may enter into one or more additional Receivables Purchase Agreements and may purchase Receivables which constitute Eligible Receivables and related assets under the terms of such Receivables Purchase Agreement or Receivables Purchase Agreements from Fleet (RI) or another Affiliate of FCCF if (i) the Account Owner is Fleet (RI) or if other than Fleet (RI) (an "Additional Account Owner") is an affiliate of FCCF, (ii) is the owner of consumer revolving credit card accounts and/or other revolving credit accounts, (iii) the Rating Agency Condition is satisfied with respect to the Additional Account Owner and the Receivables Purchase Agreement, and (iv) a Tax Opinion with respect to the addition of such Additional Account Owner and Receivables Purchase Agreement has been delivered to the Trustee. Section 2.09. Removal of Accounts and Participation Interests. On any day of any Monthly Period each Transferor shall have the right, subject to the restrictions set forth in Section 2.12, to require the reassignment to it or its designee of all the Trustee's right, title and interest in, to and under the Receivables then existing and thereafter created, all moneys due or to become due and all amounts received with respect thereto and all proceeds thereof in or with respect to the Accounts designated by such Transferor (the "Removed Accounts") or Participation Interests designated by the Transferor, upon satisfaction of the following conditions: (a) on or before the fifth Business Day immediately preceding the Removal Date (the "Removal Notice Date"), such Transferor shall have given the Trustee, the Servicer, each Rating Agency and any Series Enhancer written notice of such removal, specifying the date for removal of the Removed Accounts or Participation Interests (the "Removal Date"); (b) with respect to Removed Accounts, on or prior to the date that is ten Business Days after the Removal Date, such Transferor shall have amended Schedule 1 by delivering to the Trustee a computer file or microfiche list containing a true and complete list of the Removed Accounts specifying for each such Account, as of the last day of the Monthly Period preceding the Removal Notice Date (the "Removal Cut-Off Date"), its account number, the aggregate amount outstanding in such Account and the aggregate amount of Principal Receivables outstanding in such Account; 42 (c) with respect to Removed Accounts, such Transferor shall have represented and warranted as of the Removal Date that the list of Removed Accounts delivered pursuant to paragraph (b) above, as of the Removal Cut-Off Date, is true and complete in all material respects; (d) the Rating Agency Condition shall have been satisfied with respect to such removal; (e) such Transferor shall have delivered to the Trustee an Officer's Certificate, dated the Removal Date, to the effect that such Transferor reasonably believes that (i) such removal will not, based on the facts known to such officer at the time of such certification, then or thereafter cause a Pay Out Event to occur with respect to any Series and (ii) no selection procedure was utilized by such Transferor which would result in a selection of Removed Accounts or Participation Interests that would be materially adverse to the interests of the Investor Certificateholders of any Series as of the Removal Date; and (f) as of the Removal Cut-Off Date, no more than 10% of the Receivables outstanding are more than thirty days Contractually Delinquent. Upon satisfaction of the above conditions, the Trustee shall execute and deliver to the relevant Transferor a written reassignment in substantially the form of Exhibit C (the "Reassignment") and shall, without further action, sell, transfer, assign, set over and otherwise convey to such Transferor, effective as of the Removal Date, without recourse, representation or warranty, all the right, title and interest of the Trustee in and to the Participation Interests or Receivables arising in the Removed Accounts, all moneys due and to become due and all amounts received with respect thereto and all proceeds thereof. In addition, the Trustee shall execute such other documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the relevant Transferor to effect the conveyance of Participation Interests or Receivables pursuant to this Section 2.09. Section 2.10. Account Allocations. In the event that any Transferor is unable for any reason to transfer Receivables to the Trustee in accordance with the provisions of this Agreement, including by reason of the application of the provisions of Section 9.02 or any order of any Governmental Authority (a "Transfer Restriction Event"), then, in any such event, (a) such Transferor agrees (except as prohibited by any such order) to allocate and pay to the Trustee, after the date of such inability, all Collections of Receivables transferred to the Trustee by such Transferor, including Collections of Receivables transferred to the Trustee by such Transferor prior to the occurrence of such event, and all amounts which would have constituted Collections but for such Transferor's inability to transfer Receivables (up to an aggregate amount equal to the amount of Receivables transferred to the Trustee by such Transferor in the Trust on such date), (b) such Transferor agrees that such amounts will be applied as Collections in accordance with Article IV and the terms of each Supplement and (c) for so long as the allocation and application of all Collections and all amounts that would have constituted Collections are made in accordance with clauses (a) and (b) above, Principal Receivables and all amounts which would have constituted Principal Receivables but for such Transferor's inability to transfer Receivables to the Trustee which are written off as uncollectible in accordance with 43 this Agreement shall continue to be allocated in accordance with Article IV and the terms of each Supplement. For the purpose of the immediately preceding sentence, such Transferor shall treat the first received Collections with respect to the Accounts that were designated by such Transferor as allocable to the Trust until the Trustee shall have been allocated and paid Collections in an amount equal to the aggregate amount of Principal Receivables in such Accounts as of the date of the occurrence of such event. If such Transferor is unable pursuant to any Requirements of Law to allocate Collections as described above, such Transferor agrees that, after the occurrence of such event, payments on each Account with respect to the principal balance of such Account shall be allocated first to the oldest principal balance of such Account and shall have such payments applied as Collections in accordance with Article IV and the terms of each Supplement. The parties hereto agree that Finance Charge Receivables, whenever created, accrued in respect of Principal Receivables which have been conveyed to the Trustee shall continue to be a part of the Trust notwithstanding any cessation of the transfer of additional Principal Receivables to the Trustee and Collections with respect thereto shall continue to be allocated and paid in accordance with Article IV and the terms of each Supplement. Section 2.11. Discount Option. (a) The Transferors shall have the option to designate at any time and from time to time a percentage or percentages, which may be a fixed percentage or a variable percentage based on a formula (the "Discount Percentage"), of all or any specified portion of Principal Receivables created after the Discount Option Date to be treated as Finance Charge Receivables ("Discount Option Receivables"). The Transferors shall also have the option of reducing or withdrawing the Discount Percentage, at any time and from time to time, on and after such Discount Option Date. The Transferors shall provide to the Servicer, the Trustee and any Rating Agency 30 days prior written notice of the Discount Option Date, and such designation shall become effective on the Discount Option Date (i) unless such designation in the reasonable belief of the Transferors would cause a Pay Out Event with respect to any Series to occur, or an event which, with notice or lapse of time or both, would constitute a Pay Out Event with respect to any Series and (ii) only if the Rating Agency Condition shall have been satisfied with respect to such designation. (b) After the Discount Option Date, the Transferors shall treat Discount Option Receivable Collections as Collections of Finance Charge Receivables. Section 2.12. Restrictions on Removal of Accounts and Participation Interests. In addition to the terms and conditions contained in Section 2.09 of this Agreement, the Transferor's right to require the reassignment to it of all the Trustee's right, title and interest in, to and under the Receivables in Removed Accounts and Participation Interests, shall be subject to the following restrictions: (a) Except for Removed Accounts described in subsection (b), there shall be no more than one Removal Date in any Monthly Period; for each Removal Date, the Accounts to be designated as Removed Accounts shall be selected at random by the Transferor and the Removed Accounts shall not, as of the Removal Cut-Off Date, contain Principal Receivables which, in the aggregate, exceed an amount equal to the excess, if any, between the Transferor Amount and the Required Transferor Amount. 44 (b) The Transferor may designate Removed Accounts as provided in and subject to the terms and conditions contained in Section 2.09 of this Agreement without being subject to the restrictions set forth in (a) of this Section 2.12 if: (i) the Removed Accounts are Accounts containing Defaulted Receivables; (ii) the Removed Accounts are Accounts which, according to the Servicer's records, have had a zero balance for a period of at least 90 consecutive days; (iii) the Removed Accounts are Accounts which as of the Removal Cut-Off Date fail to satisfy one or more of the characteristics listed in provisions (a) through (g) of the definition of Eligible Accounts; or (iv) the Removed Accounts are Accounts originated or acquired under a specific affinity agreement if the affinity agreement has terminated or will terminate within 30 days of the removal and such termination is at the election of or due to default or breach by a party or parties to the agreement other than the Transferor, any Affiliate of the Transferor or any agent of the Transferor or such termination is the result of a failure by a party other than the Transferor, an affiliate of the Transferor or an agent of the Transferor to extend the agreement. [END OF ARTICLE II] 45 ARTICLE III Administration and Servicing of Receivables Section 3.01. Acceptance of Appointment and Other Matters Relating to the Servicer. (a) Fleet (RI) agrees to act as the Servicer under this Agreement and the Certificateholders by their acceptance of Certificates consent to Fleet (RI) acting as Servicer. (b) The Servicer shall service and administer the Receivables, shall collect payments due under the Receivables and shall charge off as uncollectible Receivables, all in accordance with its customary and usual servicing procedures for servicing credit card receivables comparable to the Receivables and in accordance with the Credit Card Guidelines. The Servicer shall have full power and authority, acting alone or through any party properly designated by it hereunder, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable. Without limiting the generality of the foregoing, subject to Section 10.01 and provided Fleet (RI) is the Servicer, the Servicer or its designee (rather than the Trustee) is hereby authorized and empowered (i) to make withdrawals and payments or to instruct the Trustee to make withdrawals and payments from the Collection Account, the Excess Funding Account and any Series Account, as set forth in this Agreement or any Supplement, and (ii) to take any action required or permitted under any Series Enhancement, as set forth in this Agreement or any Supplement. Without limiting the generality of the foregoing and subject to Section 10.01, the Servicer or its designee is hereby authorized and empowered to make any filings, reports, notices, applications and registrations with, and to seek any consents or authorizations from, the Securities and Exchange Commission (the "Commission") and any state securities authority on behalf of the Trust as may be necessary or advisable to comply with any Federal or state securities laws or reporting requirements. The Trustee shall furnish the Servicer with any powers of attorney or other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. (c) The Servicer shall not be obligated to use separate servicing procedures, offices, employees or accounts for servicing the Receivables from the procedures, offices, employees and accounts used by the Servicer in connection with servicing other credit card receivables. (d) The Servicer shall comply with and perform its servicing obligations with respect to the Accounts and Receivables in accordance with the Cardholder Agreements relating to the Accounts and the Credit Card Guidelines and all applicable rules and regulations of VISA, MasterCard and any other similar entity or organization relating to any other type of consumer revolving credit card accounts included as Accounts, except insofar as any failure to so comply or perform would not materially and adversely affect the Trust or the Investor Certificateholders. 46 (e) The Servicer shall pay out of its own funds, without reimbursement, all expenses incurred in connection with the Trust and the servicing activities hereunder including expenses related to enforcement of the Receivables, fees and disbursements of the Trustee, any Paying Agent and any Transfer Agent and Registrar (including the reasonable fees and expenses of its counsel) and independent accountants and all other fees and expenses relating to the servicing of the Receivables that are not expressly stated in this Agreement to be payable by the Trust or the Transferors (other than Federal, state, local and foreign income, franchise and other taxes, if any, or any interest or penalties with respect thereto, assessed on the Trust or the Transferors). (f) The Servicer agrees that upon a request by the Transferors it will use its reasonable best efforts, at the expense of the Transferors, to obtain and maintain the listing of the Investor Certificates of any Series or Class on any specified security exchange. If any such request is made, the Servicer shall give notice to the Transferors and the Trustee on the date on which such Investor Certificates are approved for such listing and within three Business Days following receipt of notice by the Servicer of any actual, proposed or contemplated delisting of such Investor Certificates by any such securities exchange. The Transferors may terminate any listing on any such securities exchange at any time subject to the notice requirements set forth in the preceding sentence. Section 3.02. Servicing Compensation. As full compensation for its servicing activities hereunder and as reimbursement for any expense incurred by it in connection therewith, the Servicer shall be entitled to receive a servicing fee (the "Servicing Fee") with respect to each Monthly Period, payable monthly on the related Distribution Date, in an amount equal to one-twelfth of the product of (a) the weighted average of the Servicing Fee Rates with respect to each outstanding Series (based upon the Servicing Fee Rate for each Series and the Investor Amount (or such other amount as specified in the related Supplement) of such Series, in each case as of the last day of the prior Monthly Period) and (b) the amount of Principal Receivables on the last day of the prior Monthly Period. The share of the Servicing Fee allocable to (i) the Certificateholders' Interest of a particular Series with respect to any Monthly Period (the "Monthly Servicing Fee") and (ii) the Enhancement Investor Amount, if any, of a particular Series with respect to any Monthly Period will each be determined in accordance with the relevant Supplement. The portion of the Servicing Fee with respect to any Monthly Period not so allocated to the Certificateholders' Interest or the Enhancement Investor Amount, if any, of a particular Series shall be paid by the Holders of the Transferor Certificates on the related Distribution Date and in no event shall the Trust, the Trustee, the Investor Certificateholders of any Series or any Series Enhancer be liable for the share of the Servicing Fee with respect to any Monthly Period to be paid by the Holders of the Transferor Certificates. 47 Section 3.03. Representations, Warranties and Covenants of the Servicer. Fleet (RI), as Servicer, hereby makes, and any Successor Servicer by its appointment hereunder shall make, on each Closing Date (and on the date of any such appointment), the following representations, warranties and covenants: (a) Organization and Good Standing. The Servicer is a national banking association duly organized, validly existing and in good standing under the laws of the United States of America or a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation, and has full corporate power, authority and legal right to execute, deliver and perform its obligations under this Agreement and each Supplement and, in all material respects, to own its properties and conduct its business as such properties are presently owned and as such business is presently conducted. (b) Due Qualification. The Servicer is duly qualified to do business and is in good standing as a foreign corporation (or is exempt from such requirements), and has obtained all necessary licenses and approvals in each jurisdiction in which failure to so qualify or to obtain such licenses and approvals would have a material adverse effect on the interests of the Investor Certificateholders hereunder or under any Supplement. (c) Due Authorization. The execution, delivery, and performance by the Servicer of this Agreement and each Supplement have been duly authorized by the Servicer by all necessary corporate action on the part of the Servicer and this Agreement and each Supplement will remain, from the time of its execution, an official record of the Servicer. (d) Binding Obligation. This Agreement and each Supplement constitutes a legal, valid and binding obligation of the Servicer, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect, affecting the enforcement of creditors' rights in general and the rights of creditors of national banking associations and except as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity). (e) No Violation. The execution and delivery of this Agreement and each Supplement by the Servicer, the performance by the Servicer of the transactions contemplated by this Agreement and each Supplement and the fulfillment by the Servicer of the terms hereof and thereof applicable to the Servicer will not conflict with, violate, result in any breach of any of the material terms and provisions of, or constitute (with or without notice or lapse of time or both) a default under, any Requirement of Law applicable to the Servicer or any indenture, contract, agreement, mortgage, deed of trust or other instrument to which the Servicer is a party or by which it or any of its properties are bound. (f) No Proceedings. There are no proceedings or investigations pending, or to the best knowledge of the Servicer, threatened, against the Servicer before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality 48 seeking to prevent the issuance of the Certificates or the consummation of any of the transactions contemplated by this Agreement or any Supplement, seeking any determination or ruling that, in the reasonable judgment of the Servicer, would materially and adversely affect the performance by the Servicer of its obligations under this Agreement or any Supplement, or seeking any determination or ruling that would materially and adversely affect the validity or enforceability of this Agreement or any Supplement. (g) Compliance with Requirements of Law. The Servicer shall duly satisfy all obligations on its part to be fulfilled under or in connection with the Receivables and the related Accounts, will maintain in effect all qualifications required under Requirements of Law in order to service the Receivables and the related Accounts properly and will comply in all material respects with all other Requirements of Law in connection with servicing the Receivables and the related Accounts, the failure to comply with which would have a material adverse effect on the interests of the Certificateholders. (h) No Rescission or Cancellation. Subject to Section 3.09, the Servicer shall not permit any rescission or cancellation of a Receivable except as ordered by a court of competent jurisdiction or other Governmental Authority or in the ordinary course of its business and in accordance with the Credit Card Guidelines. (i) Protection of Certificateholders' Rights. The Servicer shall take no action which, nor omit to take any action the omission of which, would substantially impair the rights of Certificateholders in any Receivable or Account, nor shall it, except in the ordinary course of its business and in accordance with the Credit Card Guidelines, reschedule, revise or defer Collections due on the Receivables. (j) Receivables Not To Be Evidenced by Promissory Notes. Except in connection with its enforcement or collection of a Receivable, the Servicer will take no action to cause any Receivable to be evidenced by any instrument (as defined in the UCC) and, if any Receivable is so evidenced as a result of the actions of the Servicer, it shall be reassigned or assigned to the Servicer as provided in this Section; provided, however, that Receivables evidenced by notes taken from Obligors in the ordinary course of business of the Servicer's collection efforts shall not be deemed Ineligible Receivables solely as a result thereof. (k) All Consents Required. All approvals, authorizations, consents, orders or other actions of any Person or of any governmental body or official required in connection with the execution and delivery by the Servicer of this Agreement and each Supplement, the performance by the Servicer of the transactions contemplated by this Agreement and each Supplement and the fulfillment by the Servicer of the terms hereof and thereof, have been obtained; provided, however, that the Servicer makes no representation or warranty regarding state securities or "blue sky" laws in connection with the distribution of the Certificates. 49 For purposes of the representations and warranties set forth in this Section 3.03, each reference to a Supplement shall be deemed to refer only to those Supplements in effect as of the relevant Closing Date or the date of appointment of a Successor Servicer, as applicable. In the event any of the representations, warranties or covenants of the Servicer contained in paragraph (g), (h), (i) or (j) with respect to any Receivable or the related Account is breached, and as a result of such breach the Trustee's rights in, to or under any Receivable in the related Account or the proceeds of such Receivable are impaired or such proceeds are not available for any reason to the Trustee free and clear of any Lien, then no later than the expiration of 60 days (or such longer period, not in excess of 150 days, as may be agreed to by the Trustee) from the earlier to occur of the discovery of such event by the Servicer, or receipt by the Servicer of notice of such event given by the Trustee, all Receivables in the Account or Accounts to which such event relates shall be assigned to the Servicer on the terms and conditions set forth below; provided, however, that such Receivables will not be reassigned or assigned to the Servicer if, on any day prior to the end of such 60-day or longer period, (i) the relevant representation and warranty shall be true and correct, or the relevant covenant shall have been complied with, in all material respects and (ii) the Servicer shall have delivered to the Trustee a certificate of an authorized officer describing the nature of such breach and the manner in which such breach was cured. The Servicer shall effect such assignment by making a deposit into the Collection Account in immediately available funds on the Transfer Date following the Monthly Period in which such assignment obligation arises in an amount equal to the amount of such Receivables, which deposit shall be considered a Collection of Principal Receivables and shall be applied in accordance with Article IV and the terms of each Supplement. Upon each such assignment to the Servicer, the Trustee shall automatically and without further action sell, transfer, assign, set over and otherwise convey to the Servicer, without recourse, representation or warranty, all right, title and interest of the Trustee in and to such Receivables, all moneys due or to become due and all amounts received with respect thereto and all proceeds thereof. The Trustee shall execute such documents and instruments of transfer or assignment and take such other actions as shall be reasonably requested by the Servicer to effect the conveyance of any such Receivables pursuant to this Section. The obligation of the Servicer to accept reassignment or assignment of such Receivables, and to make the deposits, if any, required to be made to the Collection Account as provided in the preceding paragraph, shall constitute the sole remedy respecting the event giving rise to such obligation available to Certificateholders (or the Trustee) or any Series Enhancer. Section 3.04. Reports and Records for the Trustee. (a) Daily Records. On each Business Day, the Servicer, with prior written notice by the Trustee or the Transferors shall make or cause to be made available at the office of the Servicer on any Business Day during normal business hours for inspection by the Trustee and the Transferors a record setting forth (i) the Collections in respect of Principal Receivables and in respect of Finance Charge Receivables processed by the Servicer on the second preceding Business Day in respect of the Accounts and (ii) the amount of Receivables as of the close of business on the second preceding Business Day. The Servicer shall, at all times, maintain its 50 computer files with respect to the Accounts in such a manner so that the Accounts may be specifically identified. (b) Monthly Servicer's Certificate. Not later than the Determination Date immediately preceding each Distribution Date, the Servicer shall, with respect to each outstanding Series, deliver to the Trustee, the Transferors, the Paying Agent and each Rating Agency a certificate of a Servicing Officer in substantially the form set forth in the related Supplement. Section 3.05. Annual Certificate of Servicer. The Servicer shall deliver to the Trustee, the Transferors and each Rating Agency, on or before November 30 of each calendar year, beginning with November 30, 1994, an Officer's Certificate (with appropriate insertions) substantially in the form of Exhibit D. Section 3.06. Annual Servicing Report of Independent Public Accountants; Copies of Reports Available. (a) On or before November 30 of each calendar year, beginning with November 30, 1994, the Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Account Owner, the Servicer or the Transferors) to furnish a report (addressed to the Trustee) to the Trustee, the Servicer, the Transferors and each Rating Agency to the effect that they have applied certain procedures agreed upon with the Servicer and examined certain documents and records relating to the servicing of Receivables under this Agreement and each Supplement and that, on the basis of such agreed-upon procedures, nothing has come to the attention of such accountants that caused them to believe that the servicing (including the allocation of Collections) has not been conducted in compliance with the terms and conditions set forth in Articles III and Article IV and Section 8.08 of this Agreement and the applicable provisions of each Supplement, except for such exceptions as they believe to be immaterial and such other exceptions as shall be set forth in such statement. Such report shall set forth the agreed upon procedures performed. (b) On or before November 30 of each calendar year, beginning with November 30, 1994, the Servicer shall cause a firm of nationally recognized independent public accountants (who may also render other services to the Account Owner, the Servicer or the Transferors) to furnish a report (addressed to the Trustee) to the Trustee, the Servicer, the Transferors and each Rating Agency to the effect that they have applied certain procedures agreed upon with the Servicer to compare the mathematical calculations of certain amounts set forth in the Servicer's certificates delivered pursuant to subsection 3.04(b) during the period covered by such report with the Servicer's computer reports which were the source of such amounts and that on the basis of such agreed-upon procedures and comparison, such accountants are of the opinion that such amounts are in agreement, except for such exceptions as they believe to be immaterial and such other exceptions as shall be set forth in such statement. (c) A copy of each certificate and report provided pursuant to Section 3.04(b), 3.05 or 3.06 may be obtained by any Investor Certificateholder or Certificate Owner by a request to the Trustee addressed to the Corporate Trust Office. 51 Section 3.07. Tax Treatment. Unless otherwise specified in a Supplement with respect to a particular Series, the Transferors have entered into this Agreement, and the Certificates will be issued, with the intention that, for Federal, state and local income and franchise tax purposes only, the Investor Certificates of each Series which are characterized as indebtedness at the time of their issuance will qualify as indebtedness secured by the Receivables. The Transferors, by entering into this Agreement, and each Certificateholder, by the acceptance of any such Certificate (and each Certificate Owner, by its acceptance of an interest in the applicable Certificate), agree to treat such Investor Certificates for Federal, state and local income and franchise tax purposes as indebtedness. Each Holder of such Investor Certificate agrees that it will cause any Certificate Owner acquiring an interest in a Certificate through it to comply with this Agreement as to treatment as indebtedness under applicable tax law, as described in this Section 3.07. Section 3.08. Notices to Fleet (RI). In the event that Fleet (RI) is no longer acting as Servicer, any Successor Servicer shall deliver to Fleet (RI) each certificate and report required to be provided thereafter pursuant to Section 3.04(b), 3.05 or 3.06. Section 3.09. Adjustments. If the Servicer adjusts downward the amount of any Receivable because of a rebate, refund, unauthorized charge or billing error to an account holder, or because such Receivable was created in respect of merchandise which was refused or returned by an account holder, or if the Servicer otherwise adjusts downward the amount of any Receivable without receiving Collections therefor or charging off such amount as uncollectible, then, in any such case, the amount of Principal Receivables used to calculate the Transferor Amount, the Series Percentages and any other percentage used to allocate within or among Series applicable to any Series will be reduced by the amount of the adjustment. Similarly, the amount of Principal Receivables used to calculate the Transferor Amount, the Series Percentages and any other percentage used to allocate within or among Series applicable to any Series will be reduced by the amount of any Receivable which was discovered as having been created through a fraudulent or counterfeit charge. Any adjustment required pursuant to either of the two preceding sentences shall be made on or prior to the end of the Monthly Period in which such adjustment obligation arises. In the event that, following the exclusion of such Principal Receivables from the calculation of the Transferor Amount, the Transferor Amount would be less than the Required Transferor Amount, not later than 12:00 noon, New York City time, on the Distribution Date following the Monthly Period in which such adjustment obligation arises, the Transferor which transferred such Principal Receivables to the Trustee shall make a deposit into the Excess Funding Account in immediately available funds in an amount equal to the amount by which the Transferor Amount would be below the Required Transferor Amount (up to the amount of such Principal Receivables). If (i) the Servicer makes a deposit into the Collection Account in respect of a Collection of a Receivable and such Collection was received by the Servicer in the form of a check which is not honored for any reason or (ii) the Servicer makes a mistake with respect to the amount of any Collection and deposits an amount that is less than or more than the actual amount of such Collection, the Servicer shall appropriately adjust the amount subsequently deposited into the Collection Account to reflect such dishonored check or mistake. Any 52 Receivable in respect of which a dishonored check is received shall be deemed not to have been paid. Section 3.10. Reports to the Commission. The Servicer shall, on behalf of the Trust, cause to be filed with the Commission any periodic reports required to be filed under the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder. The Transferors shall, at the expense of the Transferors, cooperate in any reasonable request of the Servicer in connection with such filings. Section 3.11. Termination of Authority Upon Termination of Trust. All authority and power granted to the Servicer, including any Successor Servicer, under this Agreement shall automatically cease and terminate upon termination of the Trust pursuant to Section 12.01 and shall pass to and be vested in the Transferors and, without limitation, the Transferors are hereby authorized and empowered to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, all documents and other instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such transfer of servicing rights. The Servicer agrees to cooperate with the Transferors in effecting the termination of the responsibilities and rights of the Servicer to conduct servicing on the Receivables. The Servicer shall transfer its electronic records relating to the Receivables to the Transferors in such electronic form as the Transferors may reasonably request and shall transfer all other records, correspondence and documents to the Transferors in the manner and at such times as the Transferors shall reasonably request. To the extent that compliance with this Section 3.11 shall require the Servicer to disclose to the Transferors information of any kind which the Servicer reasonably deems to be confidential, the Transferors shall be required to enter into such customary licensing and confidentiality agreements as the Servicer shall deem necessary to protect its interests. [END OF ARTICLE III] 53 ARTICLE IV Rights of Certificateholders and Allocation and Application of Collections Section 4.01. Rights of Certificateholders. The Investor Certificates shall represent fractional undivided interests in the Trust, which, with respect to each Series, shall consist of the right to receive, to the extent necessary to make the required payments with respect to the Investor Certificates of such Series at the times and in the amounts specified in the related Supplement, the portion of Collections allocable to Investor Certificateholders of such Series pursuant to this Agreement and such Supplement, funds on deposit in the Collection Account and the Excess Funding Account allocable to Certificateholders of such Series pursuant to this Agreement and such Supplement, funds on deposit in any related Series Account and funds available pursuant to any related Series Enhancement (collectively, with respect to all Series, the "Certificateholders' Interest"), it being understood that the Investor Certificates of any Series or Class shall not represent any interest in any Series Account or Series Enhancement for the benefit of any other Series or Class. The Transferor Certificates shall represent the ownership interest in the remainder of the Trust Assets not allocated pursuant to this Agreement or any Supplement to the Certificateholders' Interest, including the right to receive Collections with respect to the Receivables and other amounts at the times and in the amounts specified in this Agreement or any Supplement to be paid to the Holders of the Transferor Certificates (the "Transferors' Interest"); provided, however, that if the Transferors elect to have the interest of the Transferors in the Transferors' Interest be uncertificated, then such uncertificated interest, together with any Supplemental Certificates shall represent the "Transferors' Interest;" provided, further, that neither the Transferor Certificates nor any uncertificated interest in the Transferors' Interest shall represent any interest in the Collection Account, the Excess Funding Account, any Series Account or any Series Enhancement, except as specifically provided in this Agreement or any Supplement; and provided further, that the foregoing shall not be construed to limit the Trustee's obligations to make payments to the Holders of the Transferor Certificates (which shall include Holders of any uncertificated interest in the Transferors' Interest), the Transferors and the Servicer as and when required under this Agreement and any Supplement. Section 4.02. Establishment of Collection Account and Excess Funding Account. The Servicer, for the benefit of the Certificateholders, shall establish and maintain in the name of the Trustee an Eligible Deposit Account (or Eligible Deposit Accounts) bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Certificateholders (the "Collection Account"). The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Collection Account and in all proceeds thereof. The Collection Account shall be under the sole dominion and control of the Trustee for the benefit of the Certificateholders. Except as expressly provided in this Agreement, the Servicer agrees that it shall have no right of setoff or banker's lien against, and no right to otherwise deduct from, any funds held in the Collection Account for any amount owed to it by the Trustee, the Trust, any Certificateholder or any Series Enhancer. If, at any time, the Collection Account ceases to be an Eligible Deposit Account, the Trustee (or the Servicer on its behalf) shall within ten Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new Collection Account meeting the conditions specified above, transfer any cash or any investments to such new Collection Account 54 and from the date such new Collection Account is established, it shall be the "Collection Account." Unless otherwise agreed to by each Rating Agency, if at any time neither Fleet (RI) nor any Affiliate of Fleet (RI) is the Servicer, the Collection Account will be moved from Fleet (RI) if then maintained there. Funds on deposit in the Collection Account (other than amounts deposited pursuant to Section 2.06, 9.02, 10.01 or 12.02) shall at the direction of the Servicer be invested by the Trustee in Eligible Investments selected by the Servicer. The Servicer shall notify the Trustee of its selection in writing and the Trustee shall be entitled to rely conclusively on such writing for all purposes, including the Servicer's compliance with the investment restrictions set forth in the definition of "Eligible Investment." All such Eligible Investments shall be held by the Trustee. Investments of funds representing Collections collected during any Monthly Period shall be invested in Eligible Investments that will mature so that funds will be available at the close of business on the Transfer Date following such Monthly Period. Unless directed by the Servicer, funds deposited in the Collection Account on a Transfer Date with respect to the next following Distribution Date are not required to be invested overnight. For purposes of determining the availability of funds or the balances in the Collection Account for any reason under this Agreement, all investment earnings net of investment expenses and losses on such funds shall be deemed not to be available or on deposit. The Servicer, for the benefit of the Certificateholders, shall establish and maintain in the name of the Trustee an Eligible Deposit Account bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Certificateholders (the "Excess Funding Account"). The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Excess Funding Account and in all proceeds thereof. The Excess Funding Account shall be under the sole dominion and control of the Trustee. Except as expressly provided in this Agreement, the Servicer agrees that it shall have no right of setoff or banker's lien against, and no right to otherwise deduct from, any funds held in the Excess Funding Account for any amount owed to it by the Trustee, the Trust, any Certificateholder or any Series Enhancer. If, at any time, the Excess Funding 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 Excess Funding Account meeting the conditions specified above, transfer any cash or any investments to such new Excess Funding Account and from the date such new Excess Funding Account is established, it shall be the "Excess Funding Account." Unless otherwise agreed by each Rating Agency, if at any time neither Fleet (RI) nor any other Affiliate of Fleet (RI) is the Servicer, the Excess Funding Account will be moved from Fleet (RI) if then maintained there. Funds on deposit in the Excess Funding Account shall at the direction of the Servicer be invested by the Trustee in Eligible Investments selected by the Servicer. The Servicer shall notify the Trustee of its selection in writing and the Trustee shall be entitled to rely conclusively on such writing for all purposes, including the Servicer's compliance with the investment restrictions set forth in the definition of "Eligible Investment." All such Eligible 55 Investments shall be held by the Trustee. Funds on deposit in the Excess Funding Account on any date (after giving effect to any withdrawals from the Excess Funding Account on such date) will be invested in Eligible Investments that will mature so that funds will be available at the close of business on the Transfer Date following such date. Unless directed by the Servicer, funds deposited in the Excess Funding Account on a Transfer Date with respect to the next following Distribution Date are not required to be invested overnight. On each Transfer Date, the Servicer shall instruct the Trustee to withdraw on the related Distribution Date from the Excess Funding Account and deposit in the Collection Account all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Excess Funding Account, for application as Collections of Finance Charge Receivables with respect to the prior Monthly Period. Interest (including reinvested interest) and other investment income and earnings on funds on deposit in the Excess Funding Account shall not be considered part of the Excess Funding Amount for purposes of this Agreement. On any Transfer Date on which no Series is in an Accumulation Period or Amortization Period, the Servicer shall determine the amount by which the Transferor Amount exceeds the Required Transferor Amount on such date and shall instruct the Trustee to withdraw such amount from the Excess Funding Account on the related Distribution Date and pay such amount to the Holders of the Transferor Certificates. On any Transfer Date on which one or more Series is in an Accumulation Period or Amortization Period, the Servicer shall determine the aggregate amount of Principal Shortfalls, if any, with respect to each such Series that is a Principal Sharing Series (after giving effect to the allocation and payment provisions in the Supplement with respect to each such Series), and the Servicer shall instruct the Trustee to withdraw such amount (up to the Excess Funding Amount) from the Excess Funding Account on the succeeding Distribution Date and allocate such amount among each such Series as Shared Principal Collections as specified herein and in each related Supplement. Notwithstanding the immediately preceding paragraph, the terms of this paragraph shall apply and to the extent of any differences between this paragraph and the immediately preceding paragraph the terms of this paragraph shall control so long as (1) on each Date of Processing if the Transferor Amount on such Date of Processing is less than the Required Transferor Amount and the Transferor makes a deposit into the Excess Funding Account to the extent needed to increase the Transferor Amount to the Required Transferor Amount and (2) Fleet (RI) remains the Servicer and maintains a certificate of deposit rating of P-1 or better by Moody's. Funds on deposit in the Excess Funding Account shall at the direction of the Servicer be invested by the Trustee in Eligible Investments selected by the Servicer. The Servicer shall notify the Trustee of its selection in writing and the Trustee shall be entitled to rely conclusively on such writing for all purposes, including the Servicer's compliance with the investment restrictions set forth in the definition of "Eligible Investment." All such Eligible Investments shall be held by the Trustee. Funds on deposit in the Excess Funding Account on any date (after giving effect to any withdrawals from the Excess Funding Account on such date) will be invested in Eligible Investments that will mature so that funds will be available at the close of business on the Transfer Date following such date or with respect to some or all of the amounts so invested, so that funds will be available on such earlier date as the Servicer directs. Unless directed by the Servicer, funds deposited in the Excess Funding Account on a Transfer Date with respect to the next following Distribution Date are not required to be invested overnight. On each Transfer Date, the Servicer shall instruct the Trustee to withdraw on the 56 related Distribution Date from the Excess Funding Account and deposit in the Collection Account all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Excess Funding Account, for application as Collections of Finance Charge Receivables with respect to the prior Monthly Period. Interest (including reinvested interest) and other investment income and earnings on funds on deposit in the Excess Funding Account shall not be considered part of the Excess Funding Amount for purposes of this Agreement. On any Business Day on which no Series is in an Accumulation Period or Amortization Period, the Servicer shall determine the amount by which the Transferor Amount exceeds the Required Transferor Amount on such date and shall instruct the Trustee in writing to withdraw such amount from the Excess Funding Account on the next succeeding Business Day and pay such amount to the Holders of the Transferor Certificates. On any Business Day on which one or more Series is in an Accumulation Period or Amortization Period, if the Servicer determines (i) that, on the first Distribution Date after such Business Day no Principal Shortfall will exist with respect to any Principal Sharing Series and (ii) that, on such Business Day, the Transferor Amount exceeds the Required Transferor Amount, then the Servicer shall instruct the Trustee in writing to withdraw the amount by which the Transferor Amount exceeds the Required Transferor Amount from the Excess Funding Account on the next succeeding Business Day and pay such amount to the Holders of the Transferor Certificates. For purposes of the immediately preceding sentence, the Servicer shall determine whether or not a Principal Shortfall will exist on the first Distribution Date thereafter solely on the basis of Collections received by the Servicer prior to the Business Day on which such determination is made (and for the Monthly Period related to such Distribution Date) and on the assumption that no additional Collections will be received prior to such Distribution Date. On any Transfer Date on which one or more Series is in an Accumulation Period or Amortization Period, the Servicer shall determine the aggregate amount of Principal Shortfalls, if any, with respect to each such Series that is a Principal Sharing Series (after giving effect to the allocation and payment provisions in the Supplement with respect to each such Series), and the Servicer shall instruct the Trustee in writing to withdraw such amount (up to the Excess Funding Amount) from the Excess Funding Account on the succeeding Distribution Date and allocate such amount among each such Series as Shared Principal Collections as specified herein and in each related Supplement. Section 4.03. Collections and Allocations. (a) Collections. The Servicer will apply or will instruct the Trustee to apply all funds on deposit in the Collection Account as described in this Article IV and in each Supplement. Except as otherwise provided below or as expressly provided in any Supplement with respect to Collections allocated to the related Series, the Servicer shall deposit Collections into the Collection Account no later than the second Business Day following the Date of Processing of such Collections. Subject to the express terms of any Supplement, but notwithstanding anything else in this Agreement to the contrary, for so long as Fleet (RI) remains the Servicer and (x) maintains a certificate of deposit rating of A-1 or better by Standard & Poor's and P-1 by Moody's (or such other rating below A-1 or P-1, as the case may be, which is satisfactory to each Rating Agency), or (y) Fleet (RI) has provided to the Trustee a letter of credit covering collection risk of the Servicer acceptable to each Rating Agency (as evidenced by a letter from each Rating Agency), the Servicer need not make the daily deposits of Collections into the Collection Account as provided in the preceding sentence, but may make a single deposit in the Collection Account in immediately available funds not later than 12:00 noon, New York 57 City time, on the Transfer Date following the Monthly Period with respect to which such deposit was made. Subject to the express terms of any Supplement, but notwithstanding anything else in this Agreement to the contrary, with respect to any Monthly Period, whether the Servicer is required to make deposits of Collections pursuant to the first or the second preceding sentence, (i) the Servicer will only be required to deposit Collections into the Collection Account up to the aggregate amount of Collections required to be deposited into any Series Account or, without duplication, distributed on or prior to the related Distribution Date to Investor Certificateholders or to any Series Enhancer pursuant to the terms of any Supplement or Enhancement Agreement and any excess shall be paid to the Holders of the Transferors Interest, and (ii) if at any time prior to such Distribution Date the amount of Collections deposited in the Collection Account exceeds the amount required to be deposited pursuant to clause (i) above, the Servicer shall withdraw the excess from the Collection Account and pay it to the Holders of the Transferors' Interest. (b) Allocations for the Transferors' Interest. Throughout the existence of the Trust, unless otherwise stated in any Supplement, the Servicer shall allocate to the Holders of the Transferors' Interest, including the Holders of any Transferor Certificates and the Holders of any uncertificated interest in the Transferors' Interest an amount equal to the product of (A) the Transferor Percentage and (B) the aggregate amount of such Collections allocated to Principal Receivables and Finance Charge Receivables, respectively, in respect of each Monthly Period. Notwithstanding anything in this Agreement to the contrary, unless otherwise stated in any Supplement, the Servicer need not deposit this amount or any other amounts so allocated to the Transferors' Interest pursuant to any Supplement into the Collection Account and shall pay such amounts as collected to the Holders of the Transferors' Interest. The payments to be made to the Holders of the Transferor Certificates pursuant to this subsection 4.03(b) do not apply to deposits to the Collection Account or other amounts that do not represent Collections, including payment of the purchase price for Receivables pursuant to Section 2.06 or 10.01, proceeds from the sale, disposition or liquidation of Receivables pursuant to Section 9.02 or 12.02 or payment of the purchase price for the Certificateholders' Interest of a specific Series pursuant to the related Supplement. (c) Principal Allocations to the Excess Funding Account. Throughout the existence of the Trust the amount of Collections of Principal Receivables that is allocated to Investor Certificateholders, and which is to be paid to the Holders of the Transferor Certificates as provided in this Agreement and in any Supplement shall be paid to such Holders only if the Transferor Amount on such day is greater than the Required Transferor Amount on such day (after giving affect to all Principal Receivables transferred to the Trustee on such day) and otherwise shall be deposited in the Excess Funding Account and applied in accordance with Section 4.02 of this Agreement. (d) Eligible Investments. (1) The Trustee shall hold each Eligible Investment (other than such as are described in clauses (b) or (f) of the definition thereof) that constitutes investment property through a securities intermediary (which securities intermediary may be the same institution as the entity then serving as Trustee), which securities intermediary shall 58 agree with the Trustee that (i) such investment property shall at all times be credited to a securities account of the Trustee, (ii) such securities intermediary shall comply with entitlement orders originated by the Trustee without the further consent of any other person or entity, (iii) all property credited to such securities account shall be treated as financial assets, (iv) such securities intermediary shall treat the Trustee as entitled to exercise the rights that comprise each financial asset credited to such securities account, (v) such securities account and the property credited thereto shall not be subject to any lien, security interest, or right of set-off in favor of such securities intermediary or anyone claiming through it (other than the Trustee), (vi) such securities intermediary shall not agree with any person or entity other than the Trustee to comply with entitlement orders originated by such other person or entity, (vii) such agreement shall be governed by the laws of the State of New York, and (viii) the State of New York shall be the securities intermediary's jurisdiction for purposes of Article 8 of the New York UCC. (2) The Trustee shall maintain possession of each other Eligible Investment not described in clause (1) above in the State of New York. (3) Terms used in clause (1) above that are defined in the New York UCC and not otherwise defined herein shall have the meaning set forth in the New York UCC. Except as permitted by this Section 4.03(d), the Trustee shall not hold any Eligible Investment through an agent or nominee. Section 4.04. Shared Principal Collections. On each Distribution Date, (a) the Servicer shall allocate Shared Principal Collections to each Principal Sharing Series, pro rata, in proportion to the Principal Shortfalls, if any, with respect to each such Series and (b) the Servicer shall withdraw from the Collection Account and pay to the Holders of the Transferor Certificates an amount equal to the excess, if any, of (x) the aggregate amount for all outstanding Series of Collections of Principal Receivables which the related Supplements or this Agreement specify are to be treated as "Shared Principal Collections" for such Distribution Date over (y) the aggregate amount for all outstanding Principal Sharing Series which the related Supplements specify are "Principal Shortfalls" for such Distribution Date; provided, however, that if, on any Distribution Date the Transferor Amount is less than or equal to the Required Transferor Amount, the Servicer will not distribute to the Holders of the Transferor Certificates any Shared Principal Collections that otherwise would be distributed to the Holders of the Transferor Certificates, but shall deposit such funds in the Excess Funding Account. Section 4.05. Allocation of Trust Assets to Series or Groups. To the extent so provided in the Supplement for any Series or in an amendment to this Agreement executed pursuant to subsection 13.01(a), Receivables conveyed to the Trustee pursuant to Section 2.01 and Receivables or Participation Interests conveyed to the Trustee pursuant to Section 2.08 or any Participation Interest Supplement, and all Collections received with respect to such Receivables or Participation Interests, may be allocated in whole or in part to one or more Series or Groups as may be provided in such Supplement or amendment, provided, however, that any such allocation shall be effective only upon satisfaction of the following conditions: 59 (i) on or before the fifth Business Day immediately preceding such allocation, the Servicer shall have given the Trustee and each Rating Agency written notice of such allocation; (ii) the Rating Agency Condition shall have been satisfied with respect to such allocation; and (iii) the Servicer shall have delivered to the Trustee an Officer's Certificate, dated the date of such allocation, to the effect that the Servicer reasonably believes that such allocation will not have an Adverse Effect. Any such Supplement or amendment may provide that (i) such allocation to one or more particular Series or Groups may terminate upon the occurrence of certain events specified therein and (ii) that upon the occurrence of any such event, such assets and any Collections with respect thereto, shall be reallocated to other Series or Groups or to all Series, all as shall be provided in such Supplement or amendment. [END OF ARTICLE IV] 60 ARTICLE V Distributions and Reports to Certificateholders Distributions shall be made to, and reports shall be provided to, Certificateholders as set forth in the applicable Supplement. [END OF ARTICLE V] 61 ARTICLE VI The Certificates Section 6.01. The Certificates and Uncertificated Interests. The Investor Certificates of any Series or Class may be issued in bearer form ("Bearer Certificates") with attached interest coupons and any other applicable coupon (collectively, the "Coupons") or in fully registered form ("Registered Certificates") and shall be substantially in the form of the exhibits with respect thereto attached to the applicable Supplement. The Transferors may elect at any time, by written notice to the Trustee, to have their interest in the Transferors' Interest (i) be in the form of an uncertificated interest or (ii) be evidenced by the Base Certificate. If the Transferors elect to have their interest in the Transferors' Interest be an uncertificated interest, the Transferors shall deliver to the Trustee for cancellation the Base Certificate previously issued to the Transferors. If the Transferors elect to have their interest in the Transferors' Interest be in certificated form, the Base Certificate will be issued in registered form, substantially in the form of Exhibit A, and shall upon issue be executed and delivered by the Transferors to the Trustee for authentication and redelivery as provided in Section 6.02. The Trustee shall keep, with the books and records of the Trust, a register in book-entry form, of each Person owning any uncertificated interest in the Transferors' Interest. Except as otherwise provided in Section 6.03 or in any Supplement, Bearer Certificates shall be issued in minimum denominations of $100,000 and Registered Certificates shall be issued in minimum denominations of $1,000 and in integral multiples of $1,000 in excess thereof. If specified in any Supplement, the Investor Certificates of any Series or Class shall be issued upon initial issuance as a single certificate evidencing the aggregate original principal amount of such Series or Class as described in Section 6.13. If the Transferors' interest in the Transferors' Interest is in certificated form, it shall be in the form of the Base Certificate and the Base Certificate shall be a single certificate and shall initially represent the entire Transferors' Interest. Each Certificate shall be executed by manual or facsimile signature on behalf of the Transferors each by its respective President or any Vice President. Certificates bearing the manual or facsimile signature of an individual who was, at the time when such signature was affixed, authorized to sign on behalf of a Transferor or Transferors shall not be rendered invalid, notwithstanding that such individual ceased to be so authorized prior to the authentication and delivery of such Certificates or does not hold such office at the date of such Certificates. Any Certificate which was executed by the manual or facsimile signature of a duly authorized officer of the Bank, or such other Person which was a Transferor at the time of execution of the Certificate, shall not be rendered invalid notwithstanding that the Bank or such other Person ceases to be a Transferor under this Agreement. No Certificates shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless there appears on such Certificate a certificate of authentication substantially in the form provided for herein executed by or on behalf of the Trustee by the manual signature of a duly authorized signatory, and such certificate upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. Bearer Certificates shall be dated the 62 related Closing Date. All Registered Certificates and Transferor Certificates shall be dated the date of their authentication. Section 6.02. Authentication of Certificates. The Trustee shall authenticate and deliver the Investor Certificates of each Series and Class that are issued upon original issuance to or upon the order of the Transferors against payment to the Transferors of the purchase price therefor. If the Transferors elect to have their interest in the Transferors' Interest be in certificated form, the Base Certificate shall be executed and delivered by the Transferors to the Trustee, and the Trustee shall authenticate and deliver the Base Certificate to the Transferors. If specified in the related Supplement for any Series or Class, the Trustee shall authenticate and deliver outside the United States the Global Certificate that is issued upon original issuance thereof. Section 6.03. New Issuances. (a) The Transferors may from time to time direct the Trustee to authenticate one or more new Series of Investor Certificates. The Investor Certificates of all outstanding Series shall be equally and ratably entitled as provided herein to the benefits of this Agreement without preference, priority or distinction, all in accordance with the terms and provisions of this Agreement and the applicable Supplement except, with respect to any Series or Class, as provided in the related Supplement. (b) On or before the Closing Date relating to any new Series, the parties hereto will execute and deliver a Supplement which will specify the Principal Terms of such new Series. The terms of such Supplement may modify or amend the terms of this Agreement solely as applied to such new Series. The obligation of the Trustee to authenticate the Investor Certificates of such new Series and to execute and deliver the related Supplement is subject to the satisfaction of the following conditions: (i) on or before the fifth day immediately preceding the Closing Date, the Transferors shall have given the Trustee and the Servicer notice of such issuance and the Closing Date; and on or before the tenth day immediately preceding the Closing Date, the Transferors shall have given each Rating Agency notice of such issuance; (ii) the Transferors shall have delivered to the Trustee the related Supplement, in form satisfactory to the Trustee, executed by each party thereto; (iii) the Transferors shall have delivered to the Trustee any related Enhancement Agreement executed by each of the parties thereto, other than the Trustee; (iv) the Rating Agency Condition shall have been satisfied with respect to such issuance; (v) the Transferors shall have delivered to the Trustee an Officer's Certificate, dated the Closing Date, to the effect that such Transferor reasonably believes that such issuance will not, based on the facts known to such officer at the time of such certification, then or thereafter cause a Pay Out Event to occur with respect to any Series; and 63 (vi) if any Series of Investor Certificates are outstanding that were characterized as debt at the time of their issuance, the Transferors shall have delivered to the Trustee and each Rating Agency a Tax Opinion, dated the Closing Date, with respect to such issuance. Upon satisfaction of the above conditions, the Trustee shall execute the Supplement and authenticate the Investor Certificates of such Series upon execution thereof by the Transferors. (c) If the Transferors elect to have their interest in the Transferors' Interest evidenced by the Base Certificate as provided in Section 6.01 hereof, then the Transferors may surrender the Base Certificate to the Trustee in exchange for a newly issued Base Certificate and one or more additional certificates (each a "Supplemental Certificate"), the terms of which shall be defined in a supplement to this Agreement (which supplement shall be subject to subsection 13.01(a) only to the extent that it amends any of the terms of this Agreement), to be delivered to or upon the order of the Transferors (or the Holder of a Supplemental Certificate, in the case of the transfer or exchange thereof, as provided below), upon satisfaction of the conditions set forth in clauses (i), (ii) and (iii) of the second following paragraph. If the Transferors elect to have their interest in the Transferors' Interest be in uncertificated form, then the Transferors may assign a portion of the Transferors' Interest to another Person and direct that, with respect to the interest transferred, a Supplemental Certificate be issued in accordance with the requirements and subject to the satisfaction of the conditions set forth in clauses (i), (ii) and (iii) of the next following paragraph and the Transferors shall instruct the Trustee in writing to register such assignment and the issuance of the Supplemental Certificates on the books and records of the Trust. If any Transferor elects to exchange all or a portion of its interest in the Transferors' Interest for a Supplemental Certificate in accordance with this subsection 6.03(c), the following conditions must be satisfied: (i) The Transferors shall have given written notice to each Rating Agency of such exchange; (ii) the Transferor Amount (excluding the interest represented by any Supplemental Certificate) shall not be less than 2% of the total amount of Principal Receivables as of the date of, and after giving effect to, such exchange; and (iii) if any Series of Investor Certificates are outstanding that were characterized as debt at the time of their issuance, the Transferors shall have delivered to the Trustee and each Rating Agency a Tax Opinion, dated the date of such exchange (or transfer or exchange as provided below), with respect thereto. Any Supplemental Certificate may be transferred or exchanged only upon satisfaction of the conditions set forth in clauses (ii) and (iii) above in the preceding paragraph. 64 (d) The Base Certificate (or any interest therein) or the uncertificated interest of the Transferors in the Transferors' Interest (or any interest therein) may be transferred to a Person which is a member of the "affiliated group" of which FleetBoston Financial Corporation is the "common parent" (as such terms are defined in Section 1504(a) of the Code); provided that (i) if any Series of Investor Certificates are outstanding that were characterized as debt at the time of their issuance, the Transferors shall have delivered to the Trustee and each Rating Agency a Tax Opinion, dated the date of such transfer, with respect thereto, and (ii) any such transferee shall be deemed to be a "Transferor" for purposes of Sections 7.04 and 9.02. Section 6.04. Registration of Transfer and Exchange of Certificates. (a) The Trustee shall cause to be kept at the office or agency to be maintained in accordance with the provisions of Section 11.16 a register (the "Certificate Register") in which, subject to such reasonable regulations as it may prescribe, a transfer agent and registrar (which may be the Trustee) (the "Transfer Agent and Registrar") shall provide for the registration of the Registered Certificates and of transfers and exchanges of the Registered Certificates as herein provided. The Transfer Agent and Registrar shall initially be the Trustee and any co-transfer agent and co-registrar chosen by the Transferors and acceptable to the Trustee, including, if and so long as any Series or Class is listed on the Luxembourg Stock Exchange and such exchange shall so require, a co-transfer agent and co-registrar in Luxembourg. Any reference in this Agreement to the Transfer Agent and Registrar shall include any co-transfer agent and co-registrar unless the context requires otherwise. The Trustee may revoke such appointment and remove any Transfer Agent and Registrar if the Trustee determines in its sole discretion that such Transfer Agent and Registrar failed to perform its obligations under this Agreement in any material respect. Any Transfer Agent and Registrar shall be permitted to resign as Transfer Agent and Registrar upon 30 days' notice to the Transferors, the Trustee and the Servicer; provided, however, that such resignation shall not be effective and such Transfer Agent and Registrar shall continue to perform its duties as Transfer Agent and Registrar until the Trustee has appointed a successor Transfer Agent and Registrar reasonably acceptable to the Transferors. Subject to paragraph (c) below, upon surrender for registration of transfer of any Registered Certificate at any office or agency of the Transfer Agent and Registrar maintained for such purpose, one or more new Registered Certificates (of the same Series and Class) in authorized denominations of like aggregate fractional undivided interests in the Certificateholders' Interest shall be executed, authenticated and delivered, in the name of the designated transferee or transferees. At the option of a Registered Certificateholder, Registered Certificates (of the same Series and Class) may be exchanged for other Registered Certificates of authorized denominations of like aggregate fractional undivided interests in the Certificateholders' Interest, upon surrender of the Registered Certificates to be exchanged at any such office or agency; Registered Certificates, including Registered Certificates received in exchange for Bearer Certificates, may not be exchanged for Bearer Certificates. At the option of the Holder of a Bearer Certificate, subject to applicable laws and regulations, Bearer Certificates may be exchanged for other Bearer Certificates or Registered Certificates (of the same Series and Class) 65 of authorized denominations of like aggregate fractional undivided interests in the Certificateholders' Interest, upon surrender of the Bearer Certificates to be exchanged at an office or agency of the Transfer Agent and Registrar located outside the United States. Each Bearer Certificate surrendered pursuant to this Section shall have attached thereto all unmatured Coupons; provided that any Bearer Certificate, so surrendered after the close of business on the Record Date preceding the relevant payment date after the expected final payment date need not have attached the Coupon relating to such payment date (in each case, as specified in the applicable Supplement). Whenever any Investor Certificates are so surrendered for exchange, the Transferors shall execute, the Trustee shall authenticate and the Transfer Agent and Registrar shall deliver (in the case of Bearer Certificates, outside the United States) the Investor Certificates which the Investor Certificateholder making the exchange is entitled to receive. Every Investor Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in a form satisfactory to the Trustee or the Transfer Agent and Registrar duly executed by the Investor Certificateholder or the attorney-in-fact thereof duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Investor Certificates, but the Transfer Agent and Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any such transfer or exchange. All Investor Certificates (together with any Coupons) surrendered for registration of transfer and exchange or for payment shall be canceled and disposed of in a manner satisfactory to the Trustee. The Trustee shall cancel and destroy any Global Certificate upon its exchange in full for Definitive Euro-Certificates and shall deliver a certificate of destruction to the Transferors. Such certificate shall also state that a certificate or certificates of a Foreign Clearing Agency to the effect referred to in Section 6.13 was received with respect to each portion of the Global Certificate exchanged for Definitive Euro-Certificates. The Transferors shall execute and deliver to the Trustee Bearer Certificates and Registered Certificates in such amounts and at such times as are necessary to enable the Trustee to fulfill its responsibilities under this Agreement, each Supplement and the Certificates. (b) The Transfer Agent and Registrar will maintain at its expense in each of the Borough of Manhattan, The City of New York, and, if and so long as any Series or Class is listed on the Luxembourg Stock Exchange, Luxembourg, an office or agency where Investor Certificates may be surrendered for registration of transfer or exchange (except that Bearer Certificates may not be surrendered for exchange at any such office or agency in the United States). (c) (i) Registration of transfer of Investor Certificates containing a legend substantially to the effect set forth on Exhibit E-1 shall be effected only if such transfer (x) is made pursuant to an effective registration statement under the Act, or is exempt from the registration requirements under the Act, and (y) is made to a Person which is not an employee benefit plan, trust or account, including an individual retirement account, that is subject to 66 ERISA or that is described in Section 4975(e)(1) of the Code or an entity whose underlying assets include plan assets by reason of a plan's investment in such entity (a "Benefit Plan"). In the event that registration of a transfer is to be made in reliance upon an exemption from the registration requirements under the Act, the transferor or the transferee shall deliver, at its expense, to the Transferors, the Servicer and the Trustee, an investment letter from the transferee, substantially in the form of the investment and ERISA representation letter attached hereto as Exhibit E-2, and no registration of transfer shall be made until such letter is so delivered. Investor Certificates issued upon registration or transfer of, or Investor Certificates issued in exchange for, Investor Certificates bearing the legend referred to above shall also bear such legend unless the Transferors, the Servicer, the Trustee and the Transfer Agent and Registrar receive an Opinion of Counsel, satisfactory to each of them, to the effect that such legend may be removed. Whenever an Investor Certificate containing the legend referred to above is presented to the Transfer Agent and Registrar for registration of transfer, the Transfer Agent and Registrar shall promptly seek instructions from the Servicer regarding such transfer and shall be entitled to receive instructions signed by a Servicing Officer prior to registering any such transfer. The Transferors hereby agree to indemnify the Transfer Agent and Registrar and the Trustee and to hold each of them harmless against any loss, liability or expense incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by them in relation to any such instructions furnished pursuant to this clause (i). (i) Registration of transfer of Investor Certificates containing a legend to the effect set forth on Exhibit E-3 shall be effected only if such transfer is made to a Person which is not a Benefit Plan. By accepting and holding any such Investor Certificate, an Investor Certificateholder shall be deemed to have represented and warranted that it is not a Benefit Plan. By acquiring any interest in a Book-Entry Certificate which contains such legend, a Certificate Owner shall be deemed to have represented and warranted that it is not a Benefit Plan. (ii) If so requested by the Transferors, the Trustee will make available to any prospective purchaser of Investor Certificates who so requests, a copy of a letter provided to the Trustee by or on behalf of the Transferors relating to the transferability of any Series or Class to a Benefit Plan. Section 6.05. Mutilated, Destroyed, Lost or Stolen Certificates. If any mutilated Certificate (together, in the case of Bearer Certificates, with all unmatured Coupons (if any) appertaining thereto) is surrendered to the Transfer Agent and Registrar, or the Transfer Agent and Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Certificate and in the case of a destroyed, lost or stolen Certificate there is delivered to the Transfer Agent and Registrar and the Trustee such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Trustee that such Certificate has been acquired by a protected purchaser, the Transferors shall execute, the Trustee shall authenticate and the Transfer Agent and Registrar shall deliver (in the case of Bearer Certificates, outside the United States), in exchange for or in lieu of any such mutilated, 67 destroyed, lost or stolen Certificate, a new Certificate of like tenor and aggregate fractional undivided interest. In connection with the issuance of any new Certificate under this Section, the Trustee or the Transfer Agent and Registrar may require the payment by the Certificateholder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee and Transfer Agent and Registrar) connected therewith. Any duplicate Certificate issued pursuant to this Section shall constitute complete and indefeasible evidence of ownership in the Trust, as if originally issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time. Section 6.06. Persons Deemed Owners. The Trustee, the Transferors, the Servicer, the Paying Agent, the Transfer Agent and Registrar and any agent of any of them may (a) prior to due presentation of a Registered Certificate for registration of transfer, treat the Person in whose name any Registered Certificate is registered as the owner of such Registered Certificate for the purpose of receiving distributions pursuant to the terms of the applicable Supplement and for all other purposes whatsoever, and (b) treat the bearer of a Bearer Certificate or Coupon as the owner of such Bearer Certificate or Coupon for the purpose of receiving distributions pursuant to the terms of the applicable Supplement and for all other purposes whatsoever; and, in any such case, neither the Trustee, the Transferors, the Servicer, the Paying Agent, the Transfer Agent and Registrar nor any agent of any of them shall be affected by any notice to the contrary. Notwithstanding the foregoing, in determining whether the Holders of the requisite Investor Certificates have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Certificates owned by any of the Transferors, the Servicer, any other Holder of a Transferor Certificate, the Trustee or any Affiliate thereof, shall be disregarded and deemed not to be outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Certificates which the Trustee actually knows to be so owned shall be so disregarded. Certificates so owned which have been pledged in good faith shall not be disregarded and may be regarded as outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee's right so to act with respect to such Certificates and that the pledgee is not any Transferor, the Servicer, any other Holder of a Transferor Certificate or any Affiliate thereof. Section 6.07. Appointment of Paying Agent. The Paying Agent shall make distributions to Investor Certificateholders from the Collection Account or any applicable Series Account pursuant to the provisions of the applicable Supplement and shall report the amounts of such distributions to the Trustee. Any Paying Agent shall have the revocable power to withdraw funds from the Collection Account or any applicable Series Account for the purpose of making the distributions referred to above. The Trustee may revoke such power and remove the Paying Agent if the Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement or any Supplement in any material respect. The Paying Agent shall initially be the Trustee and any co-paying agent chosen by the Transferors and acceptable to the Trustee, including, if and so long as any Series or Class is listed on the Luxembourg Stock Exchange and such exchange so requires, a co-paying agent in Luxembourg or another western European city. Any Paying Agent shall be permitted to resign as Paying Agent upon 30 days' notice to the Trustee and the Transferors. In the event that any Paying Agent shall resign, the Trustee shall appoint a successor to act as Paying Agent. The Trustee 68 shall cause each successor or additional Paying Agent to execute and deliver to the Trustee an instrument in which such successor or additional Paying Agent shall agree with the Trustee that it will hold all sums, if any, held by it for payment to the Investor Certificateholders in trust for the benefit of the Investor Certificateholders entitled thereto until such sums shall be paid to such Investor Certificateholders. The Paying Agent shall return all unclaimed funds to the Trustee and upon removal shall also return all funds in its possession to the Trustee. The provisions of Sections 11.01, 11.02, 11.03 and 11.05 shall apply to the Trustee also in its role as Paying Agent, for so long as the Trustee shall act as Paying Agent. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise. Section 6.08. Access to List of Registered Certificateholders' Names and Addresses. The Trustee will furnish or cause to be furnished by the Transfer Agent and Registrar to the Servicer, the Transferors or the Paying Agent, within five Business Days after receipt by the Trustee of a request therefor, a list in such form as the Servicer, the Transferors or the Paying Agent may reasonably require, of the names and addresses of the Registered Certificateholders. If any Holder or group of Holders of Investor Certificates of any Series or all outstanding Series, as the case may be, evidencing not less than 10% of the aggregate unpaid principal amount of such Series or all outstanding Series, as applicable (the "Applicants"), apply to the Trustee, and such application states that the Applicants desire to communicate with other Investor Certificateholders with respect to their rights under this Agreement or any Supplement or under the Investor Certificates and is accompanied by a copy of the communication which such Applicants propose to transmit, then the Trustee, after having been adequately indemnified by such Applicants for its costs and expenses, shall afford or shall cause the Transfer Agent and Registrar to afford such Applicants access during normal business hours to the most recent list of Registered Certificateholders of such Series or all outstanding Series, as applicable, held by the Trustee, within five Business Days after the receipt of such application. Such list shall be as of a date no more than 45 days prior to the date of receipt of such Applicants' request. Every Registered Certificateholder, by receiving and holding a Registered Certificate, agrees with the Trustee that neither the Trustee, the Servicer, the Transferors, the Transfer Agent and Registrar, nor any of their respective agents, shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Registered Certificateholders hereunder, regardless of the sources from which such information was derived. Section 6.09. Authenticating Agent. (a) The Trustee may appoint one or more authenticating agents with respect to the Certificates which shall be authorized to act on behalf of the Trustee in authenticating the Certificates in connection with the issuance, delivery, registration of transfer, exchange or repayment of the Certificates. Whenever reference is made in this Agreement to the authentication of Certificates by the Trustee or the Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Trustee by an authenticating agent and a certificate of authentication executed on behalf of the Trustee by an authenticating agent. Each authenticating agent must be acceptable to the Transferors and the Servicer. 69 (b) Any institution succeeding to the corporate agency business of an authenticating agent shall continue to be an authenticating agent without the execution or filing of any power or any further act on the part of the Trustee or such authenticating agent. An authenticating agent may at any time resign by giving notice of resignation to the Trustee and to the Transferors. The Trustee may at any time terminate the agency of an authenticating agent by giving notice of termination to such authenticating agent and to the Transferors. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an authenticating agent shall cease to be acceptable to the Trustee or the Transferors, the Trustee promptly may appoint a successor authenticating agent. Any successor authenticating agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an authenticating agent. No successor authenticating agent shall be appointed unless acceptable to the Trustee and the Transferors. The Transferors agree to pay to each authenticating agent from time to time reasonable compensation for its services under this Section. The provisions of Sections 11.01, 11.02 and 11.03 shall be applicable to any authenticating agent. (c) Pursuant to an appointment made under this Section, the Certificates may have endorsed thereon, in lieu of the Trustee's certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the Certificates described in the Pooling and Servicing Agreement. -------------------------------------- -------------------------------------- as Authenticating Agent for the Trustee, by ---------------------------------- Authorized Officer Section 6.10. Book-Entry Certificates. Unless otherwise specified in the related Supplement for any Series or Class, the Investor Certificates, upon original issuance, shall be issued in the form of one or more typewritten Investor Certificates representing the Book-Entry Certificates, to be delivered to the Clearing Agency, by, or on behalf of, the Transferors. The Investor Certificates shall initially be registered on the Certificate Register in the name of the Clearing Agency or its nominee, and no Certificate Owner will receive a definitive certificate representing such Certificate Owner's interest in the Investor Certificates, except as provided in Section 6.12. Unless and until definitive, fully registered Investor Certificates ("Definitive Certificates") have been issued to the applicable Certificate Owners pursuant to Section 6.12 or as otherwise specified in any such Supplement: (a) the provisions of this Section shall be in full force and effect; 70 (b) the Transferors, the Servicer and the Trustee may deal with the Clearing Agency and the Clearing Agency Participants for all purposes (including the making of distributions) as the authorized representatives of the respective Certificate Owners; (c) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control; and (d) the rights of the respective Certificate Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency or the Clearing Agency Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.12, the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the related Investor Certificates to such Clearing Agency Participants. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Investor Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of Investor Certificates, such direction or consent may be given by Certificate Owners (acting through the Clearing Agency and the Clearing Agency Participants) owning Investor Certificates evidencing the requisite percentage of principal amount of Investor Certificates. Section 6.11. Notices to Clearing Agency. Whenever any notice or other communication is required to be given to Investor Certificateholders of any Series or Class with respect to which Book-Entry Certificates have been issued, unless and until Definitive Certificates shall have been issued to the related Certificate Owners, the Trustee shall give all such notices and communications to the applicable Clearing Agency. Section 6.12. Definitive Certificates. If Book Entry Certificates have been issued with respect to any Series or Class and the Transferors advise the Trustee that the Clearing Agency is no longer willing or able to discharge properly its responsibilities under the Depository Agreement with respect to such Series or Class and the Trustee or the Transferors are unable to locate a qualified successor, the Transferors, at their option, advise the Trustee that they elect to terminate the book-entry system with respect to such Series or Class through the Clearing Agency or after the occurrence of a Servicer Default, Certificate Owners of such Series or Class evidencing more than 50% of the aggregate unpaid principal amount of such Series or Class advise the Trustee and the Clearing Agency through the Clearing Agency Participants that the continuation of a book-entry system with respect to the Investor Certificates of such Series or Class through the Clearing Agency is no longer in the best interests of the Certificate Owners with respect to such Certificates, then the Trustee shall notify all Certificate Owners of such Certificates, through the Clearing Agency, of the occurrence of any such event and of the availability of Definitive Certificates to Certificate Owners requesting the same. Upon surrender to the Trustee of any such Certificates by the Clearing Agency, accompanied by registration instructions from the Clearing Agency for registration, the Bank shall execute and the Trustee shall authenticate and deliver such Definitive Certificates. Neither the Transferors nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of such Definitive 71 Certificates, all references herein to obligations imposed upon or to be performed by the Clearing Agency shall be deemed to be imposed upon and performed by the Trustee, to the extent applicable with respect to such Definitive Certificates, and the Trustee shall recognize the Holders of such Definitive Certificates as Investor Certificateholders hereunder. Section 6.13. Global Certificate; Exchange Date. (a) If specified in the related Supplement for any Series or Class, the Investor Certificates for such Series or Class will initially be issued in the form of a single temporary global Certificate (the "Global Certificate") in bearer form, without interest coupons, in the denomination of the entire aggregate principal amount of such Series or Class and substantially in the form set forth in the exhibit with respect thereto attached to the related Supplement. The Global Certificate will be executed by the Transferors and authenticated by the Trustee upon the same conditions, in substantially the same manner and with the same effect as the Definitive Certificates. The Global Certificate may be exchanged as described below for Bearer or Registered Certificates in definitive form (the "Definitive Euro-Certificates"). (b) The Manager shall, upon its determination of the date of completion of the distribution of the Investor Certificates of such Series or Class, so advise the Trustee, the Transferors, the Depositaries, and each Foreign Clearing Agency forthwith. Without unnecessary delay, but in any event not prior to the Exchange Date, the Transferors will execute and deliver to the Trustee at its London office or its designated agent outside the United States definitive Bearer Certificates in an aggregate principal amount equal to the entire aggregate principal amount of such Series or Class. All Bearer Certificates so issued and delivered will have Coupons attached. The Global Certificate may be exchanged for an equal aggregate principal amount of Definitive Euro-Certificates only on or after the Exchange Date. An institutional investor that is a U.S. Person may exchange the portion of the Global Certificate beneficially owned by it only for an equal aggregate principal amount of Registered Certificates bearing the applicable legend set forth in the form of Registered Certificates attached to the related Supplement and having a minimum denomination of $500,000, which may be in temporary form if the Transferors so elect. The Transferors may waive the $500,000 minimum denomination requirement if they so elect. Upon any demand for exchange for Definitive Euro-Certificates in accordance with this paragraph, the Transferors shall cause the Trustee to authenticate and deliver the Definitive Euro-Certificates to the Holder (x) outside the United States, in the case of Bearer Certificates, and (y) according to the instructions of the Holder, in the case of Registered Certificates, but in either case only upon presentation to the Trustee of a written statement substantially in the form of Exhibit F-1 with respect to the Global Certificate or portion thereof being exchanged, signed by a Foreign Clearing Agency and dated on the Exchange Date or a subsequent date, to the effect that it has received in writing or by tested telex a certification substantially in the form of (i) in the case of beneficial ownership of the Global Certificate or a portion thereof being exchanged by a United States institutional investor pursuant to the second preceding sentence, the certificate in the form of Exhibit F-2 signed by the Manager which sold the relevant Certificates or (ii) in all other cases, the certificate in the form of Exhibit F-3, the certificate referred to in this clause (ii) being dated on the earlier of the first actual payment of interest in respect of such Certificates and the date of the delivery of such Certificate in definitive form. Upon receipt of such certification, the Trustee shall cause the Global Certificate to be endorsed in accordance with paragraph (d) below. Any exchange as 72 provided in this Section shall be made free of charge to the Holders and the beneficial owners of the Global Certificate and to the beneficial owners of the Definitive Euro-Certificates issued in exchange, except that a person receiving Definitive Euro-Certificates must bear the cost of insurance, postage, transportation and the like in the event that such person does not receive such Definitive Euro-Certificates in person at the offices of a Foreign Clearing Agency. (c) The delivery to the Trustee by a Foreign Clearing Agency of any written statement referred to above may be relied upon by the Transferors and the Trustee as conclusive evidence that a corresponding certification or certifications has or have been delivered to such Foreign Clearing Agency pursuant to the terms of this Agreement. (d) Upon any such exchange of all or a portion of the Global Certificate for a Definitive Euro-Certificate or Certificates, such Global Certificate shall be endorsed by or on behalf of the Trustee to reflect the reduction of its principal amount by an amount equal to the aggregate principal amount of such Definitive Euro-Certificate or Certificates. Until so exchanged in full, such Global Certificate shall in all respects be entitled to the same benefits under this Agreement as Definitive Euro-Certificates authenticated and delivered hereunder except that the beneficial owners of such Global Certificate shall not be entitled to receive payments of interest on the Certificates until they have exchanged their beneficial interests in such Global Certificate for Definitive Euro-Certificates. Section 6.14. Meetings of Certificateholders. (a) If at the time any Bearer Certificates are issued and outstanding with respect to any Series or Class to which any meeting described below relates, the Servicer, the Transferors or the Trustee may at any time call a meeting of Investor Certificateholders of any Series or Class or of all Series, to be held at such time and at such place as the Servicer, the Transferors or the Trustee, as the case may be, shall determine, for the purpose of approving a modification of or amendment to, or obtaining a waiver of any covenant or condition set forth in, this Agreement, any Supplement or the Investor Certificates or of taking any other action permitted to be taken by Investor Certificateholders hereunder or under any Supplement. Notice of any meeting of Investor Certificateholders, setting forth the time and place of such meeting and in general terms the action proposed to be taken at such meeting, shall be given in accordance with Section 13.05, the first mailing and publication to be not less than 20 nor more than 180 days prior to the date fixed for the meeting. To be entitled to vote at any meeting of Investor Certificateholders a person shall be (i) a Holder of one or more Investor Certificates of the applicable Series or Class or (ii) a person appointed by an instrument in writing as proxy by the Holder of one or more such Investor Certificates. The only persons who shall be entitled to be present or to speak at any meeting of Investor Certificateholders shall be the persons entitled to vote at such meeting and their counsel and any representatives of the Transferors, the Servicer and the Trustee and their respective counsel. (b) At a meeting of Investor Certificateholders, persons entitled to vote Investor Certificates evidencing a majority of the aggregate unpaid principal amount of the applicable Series or Class or all outstanding Series, as the case may be, shall constitute a quorum. No business shall be transacted in the absence of a quorum, unless a quorum is present when the meeting is called to order. In the absence of a quorum at any such meeting, the 73 meeting may be adjourned for a period of not less than 10 days; in the absence of a quorum at any such meeting, such adjourned meeting may be further adjourned for a period of not less than 10 days; at the reconvening of any meeting further adjourned for lack of a quorum, the persons entitled to vote Investor Certificates evidencing at least 25% of the aggregate unpaid principal amount of the applicable Series or Class or all outstanding Series, as the case may be, shall constitute a quorum for the taking of any action set forth in the notice of the original meeting. Notice of the reconvening of any adjourned meeting shall be given as provided above except that such notice must be given not less than five days prior to the date on which the meeting is scheduled to be reconvened. Notice of the reconvening of an adjourned meeting shall state expressly the percentage of the aggregate principal amount of the outstanding applicable Investor Certificates which shall constitute a quorum. (c) Any Investor Certificateholder who has executed an instrument in writing appointing a person as proxy shall be deemed to be present for the purposes of determining a quorum and be deemed to have voted; provided that such Investor Certificateholder shall be considered as present or voting only with respect to the matters covered by such instrument in writing. Subject to the provisions of Section 13.01, any resolution passed or decision taken at any meeting of Investor Certificateholders duly held in accordance with this Section shall be binding on all Investor Certificateholders whether or not present or represented at the meeting. (d) The holding of Bearer Certificates shall be proved by the production of such Bearer Certificates or by a certificate, satisfactory to the Servicer, executed by any bank, trust company or recognized securities dealer, wherever situated, satisfactory to the Servicer. Each such certificate shall be dated and shall state that on the date thereof a Bearer Certificate bearing a specified serial number was deposited with or exhibited to such bank, trust company or recognized securities dealer by the Person named in such certificate. Any such certificate may be issued in respect of one or more Bearer Certificates specified therein. The holding by the Person named in any such certificate of any Bearer Certificate specified therein shall be presumed to continue for a period of one year from the date of such certificate unless at the time of any determination of such holding (i) another certificate bearing a later date issued in respect of the same Bearer Certificate shall be produced, (ii) the Bearer Certificate specified in such certificate shall be produced by some other Person or (iii) the Bearer Certificate specified in such certificate shall have ceased to be outstanding. The appointment of any proxy shall be proved by having the signature of the Person executing the proxy guaranteed by any bank, trust company or recognized securities dealer satisfactory to the Trustee. (e) The Trustee shall appoint a temporary chairman of the meeting. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the Holders of Investor Certificates evidencing a majority of the aggregate unpaid principal amount of Investor Certificates of the applicable Series or Class or all outstanding Series, as the case may be, represented at the meeting. No vote shall be cast or counted at any meeting in respect of any Investor Certificate challenged as not outstanding and ruled by the chairman of the meeting to be not outstanding. The chairman of the meeting shall have no right to vote except as an Investor Certificateholder or proxy. Any meeting of Investor Certificateholders duly called at which a quorum is present may be adjourned from time to time, and the meeting may be held as so adjourned without further notice. 74 (f) The vote upon any resolution submitted to any meeting of Investor Certificateholders shall be by written ballot on which shall be subscribed the signatures of Investor Certificateholders or proxies and on which shall be inscribed the serial number or numbers of the Investor Certificates held or represented by them. The permanent chairman of the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or against any resolution and who shall make and file with the secretary of the meeting their verified written reports in duplicate of all votes cast at the meeting. A record in duplicate of the proceedings of each meeting of Investor Certificateholders shall be prepared by the secretary of the meeting and there shall be attached to said record the original reports of the inspectors of votes on any vote by ballot taken thereat and affidavits by one or more persons having knowledge of the facts setting forth a copy of the notice of the meeting and showing that said notice was published as provided above. The record shall be signed and verified by the permanent chairman and secretary of the meeting and one of the duplicates shall be delivered to the Servicer and the other to the Trustee to be preserved by the Trustee, the latter to have attached thereto the ballots voted at the meeting. Any record so signed and verified shall be conclusive evidence of the matters therein stated. Section 6.15. Uncertificated Classes. Notwithstanding anything to the contrary contained in this Article VI or in Article XII, unless otherwise specified in any Supplement, any provisions contained in this Article VI and in Article XII relating to the registration, form, execution, authentication, delivery, presentation, cancellation and surrender of Certificates shall not be applicable to any uncertificated Certificates. [END OF ARTICLE VI] 75 ARTICLE VII Other Matters Relating to the Transferors Section 7.01. Liability of the Transferors. Each Transferor (including any Additional Transferors) shall be liable only for the obligations, covenants, representations and warranties undertaken by it pursuant to this Agreement or any Supplement and shall not be liable for the obligations, covenants, representations and warranties of any other Transferor. A Transferor shall be liable only to the extent of the obligations specifically undertaken by it in its capacity as Transferor. Section 7.02. Merger or Consolidation of, or Assumption of the Obligations of, the Transferors. (a) None of the Transferors shall consolidate with or merge into any corporation or other entity or convey or transfer its properties and assets substantially as an entirety to any Person unless: (i) (x) the entity formed by such consolidation or into which such Transferor is merged or the Person which acquires by conveyance or transfer the properties and assets of such Transferor substantially as an entirety shall be, if such Transferor is not the surviving entity, a corporation or limited liability company organized and existing under the laws of the United States of America or any State or the District of Columbia, and shall be a savings association, a national banking association, a bank or other entity which is not eligible to be a debtor in a case under Title 11 of the United States Code or is a special purpose corporation or other special purpose entity whose powers and activities are limited to substantially the same degree as provided in the governing documents of FCCF, and, if such Transferor is not the surviving entity, such corporation or limited liability company shall expressly assume, by an agreement supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the performance of every covenant and obligation of such Transferor hereunder, including its obligations under Section 7.04; and (y) such Transferor has delivered to the Trustee an Officer's Certificate and an Opinion of Counsel each stating that such consolidation, merger, conveyance or transfer and such supplemental agreement comply with this Section, that such supplemental agreement is a valid and binding obligation of such surviving entity enforceable against such surviving entity in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally from time to time in effect and except as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity), and that all conditions precedent herein provided for relating to such transaction have been complied with; (ii) the Rating Agency Condition shall have been satisfied with respect to such consolidation, merger, conveyance or transfer; and 76 (iii) if any Series of Investor Certificates are outstanding that were characterized as debt at the time of their issuance, the relevant Transferor shall have delivered to the Trustee and each Rating Agency a Tax Opinion, dated the date of such consolidation, merger, conveyance or transfer, with respect thereto. (b) Except for the assignment and assumption to occur as of the Substitution Date as provided in Section 1.03, and except for any subsequent transfer from FCCF to Fleet (RI) in connection with any amendments to this Agreement to provide for the Account Owner to became a Transferor hereunder, the obligations of the Transferors hereunder shall not be assignable nor shall any Person succeed to the obligations of the Transferors hereunder except in each case in accordance with the provisions of the foregoing paragraph. Section 7.03. Limitations on Liability of the Transferors. Subject to Sections 7.01 and 7.04, none of the Transferors nor any of the directors, officers, employees or agents of any of the Transferors acting in their capacities as Transferors shall be under any liability to the Trust, the Trustee, the Servicer, the Certificateholders, the Certificate Owners, any Series Enhancer or any other Person for any action taken or for refraining from the taking of any action in good faith in their capacities as Transferors pursuant to this Agreement, it being expressly understood that such liability is expressly waived and released as a condition of, and consideration for, the execution of this Agreement and any Supplement and the issuance of the Certificates; provided, however, that this provision shall not protect any Transferor or any such Person against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. Each Transferor and any director, officer, employee or agent of any of such Transferor may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person (other than such Transferor) respecting any matters arising hereunder. Section 7.04. Liabilities. Each Transferor shall indemnify and hold harmless the Trust and the Trustee, its officers, directors, employees and agents, from and against any loss, liability, expense, damage or injury suffered or sustained by reason of any acts or omissions or alleged acts or omissions of such Transferor with respect to such Transferor's activities or arising under or related to this Agreement or any Supplement or with respect to activities of the Trust or the Trustee pursuant to this Agreement or any Supplement, including, but not limited to any judgment, award, settlement, reasonable attorneys' fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim; provided, however, that the Transferor shall not indemnify any Person who would otherwise be entitled to indemnity under the terms of this Section 7.04, with respect to (i) acts, omissions or alleged acts or omissions that constitute or are caused by fraud, negligence, or willful misconduct by such Person, (ii) any liabilities, costs or expenses of such Person with respect to any action taken by such Person at the request of the Investor Certificateholders, (iii) any losses, claims or damages incurred by such Person in its capacity as investor, including, without limitation, losses incurred as a result of Defaulted Receivables, or (iv) any liabilities, costs or expenses of such Person arising under any tax law, including without limitation, any Federal, state, local or foreign income or franchise taxes or any other tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by such Person in connection herewith to any taxing authority. Any such indemnification shall 77 not be payable from the Trust Assets. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. [END OF ARTICLE VII] 78 ARTICLE VIII Other Matters Relating to the Servicer Section 8.01. Liability of the Servicer. The Servicer shall be liable under this Article only to the extent of the obligations specifically undertaken by the Servicer in its capacity as Servicer. Section 8.02. Merger or Consolidation of, or Assumption of the Obligations of, the Servicer. The Servicer shall not consolidate with or merge into any other corporation or convey or transfer its properties and assets substantially as an entirety to any Person, unless: (a) (i) the corporation formed by such consolidation or into which the Servicer is merged or the Person which acquires by conveyance or transfer the properties and assets of the Servicer substantially as an entirety shall be, if the Servicer is not the surviving entity, a corporation organized and existing under the laws of the United States of America or any State or the District of Columbia and, if the Servicer is not the surviving entity, such corporation shall expressly assume, by an agreement supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the performance of every covenant and obligation of the Servicer hereunder; (ii) the Servicer has delivered to the Trustee an Officer's Certificate and an Opinion of Counsel each stating that such consolidation, merger, conveyance or transfer and such supplemental agreement comply with this Section, that such supplemental agreement is a valid and binding obligation of such surviving entity enforceable against such surviving entity in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally from time to time in effect and except as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity), and that all conditions precedent herein provided for relating to such transaction have been complied with; (b) the Rating Agency Condition shall have been satisfied with respect to such assignment and succession; and (c) the corporation formed by such consolidation or into which the Servicer is merged or the Person which acquires by conveyance or transfer the properties and assets of the Servicer substantially as an entirety shall be an Eligible Servicer. Section 8.03. Limitation on Liability of the Servicer and Others. Except as provided in Section 8.04, neither the Servicer nor any of the directors, officers, employees or agents of the Servicer in its capacity as Servicer shall be under any liability to the Trust, the Trustee, the Transferors, the Certificateholders, any Series Enhancer or any other Person for any action taken or for refraining from the taking of any action in good faith in its capacity as Servicer pursuant to this Agreement; provided, however, that this provision shall not protect the Servicer or any such Person against any liability which would otherwise be imposed by reason of 79 willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person (other than the Servicer) respecting any matters arising hereunder. The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties as Servicer in accordance with this Agreement and which in its reasonable judgment may involve it in any expense or liability. The Servicer may, in its sole discretion, undertake any such legal action which it may deem necessary or desirable for the benefit of the Certificateholders with respect to this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. Section 8.04. Servicer Indemnification of the Trust and the Trustee. The Servicer shall indemnify and hold harmless the Trustee, its officers, directors, employees and agents from and against any loss, liability, expense, damage or injury suffered or sustained by reason of any acts or omissions or alleged acts or alleged omissions or otherwise arising out of or based upon the arrangement created by this Agreement or any Supplement, and the Servicer shall indemnify and hold harmless the Trust from and against any loss, liability, expense, damage or injury suffered or sustained by reason of any acts or omissions of the Servicer with respect to the Trust pursuant to this Agreement, including, in each case, any judgment, award, settlement, reasonable attorneys' fees and other costs or expenses incurred in connection with the defense of any action, proceeding or claim; provided, however, that the Servicer shall not indemnify any Person who would otherwise be entitled to indemnity under the terms of this Section 8.04, with respect to (i) acts, omissions or alleged acts or omissions that constitute or are caused by fraud, negligence, or willful misconduct by such Person, (ii) any liabilities, costs or expenses of such Person with respect to any action taken by such Person at the request of the Investor Certificateholders, (iii) any losses, claims or damages incurred by such Person in its capacity as investor, including, without limitation, losses incurred as a result of Defaulted Receivables, or (iv) any liabilities, costs or expenses of such Person arising under any tax law, including without limitation, any Federal, state, local or foreign income or franchise taxes or any other tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by such Person in connection herewith to any taxing authority. Indemnification pursuant to this Section shall not be payable from the Trust Assets. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. Section 8.05. The Servicer Not To Resign. The Servicer shall not resign from the obligations and duties hereby imposed on it except upon determination that (i) the performance of its duties hereunder is no longer permissible under any Requirement of Law and (ii) there is no reasonable action which the Servicer could take to make the performance of its duties hereunder permissible under any such Requirements of Law. Any determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee. No resignation shall become effective until the Trustee or a Successor Servicer shall have assumed the responsibilities and obligations of the Servicer in accordance with Section 10.02. If within 120 days of the date of the determination that the Servicer may no longer act as Servicer the Trustee is unable to appoint a Successor Servicer, the Trustee shall serve as Successor Servicer. Notwithstanding the foregoing, the Trustee shall, if it is legally unable so to act, petition a court of competent jurisdiction to appoint any established 80 institution that is an Eligible Servicer as the Successor Servicer hereunder. The Trustee shall give prompt notice to each Rating Agency upon the appointment of a Successor Servicer. Section 8.06. Access to Certain Documentation and Information Regarding the Receivables. The Servicer shall provide to the Trustee access to the documentation regarding the Accounts and the Receivables in such cases where the Trustee is required in connection with the enforcement of the rights of Certificateholders or by applicable statutes or regulations to review such documentation, such access being afforded without charge but only (a) upon reasonable request, (b) during normal business hours, (c) subject to the Servicer's normal security and confidentiality procedures and (d) at reasonably accessible offices in the continental United States designated by the Servicer. Nothing in this Section shall derogate from the obligation of the Transferors, the Trustee and the Servicer to observe any applicable law prohibiting disclosure of information regarding the Obligors and the failure of the Servicer to provide access as provided in this Section as a result of such obligation shall not constitute a breach of this Section. Section 8.07. Delegation of Duties. In the ordinary course of business, the Servicer may at any time delegate any duties hereunder to any Person who agrees to conduct such duties in accordance with the Credit Card Guidelines and this Agreement; provided, however, in the case of significant delegation to a Person other than FleetBoston Financial Corporation, a Transferor, any Affiliate of a Transferor, or First Data Corporation, (i) at least 30 days prior written notice shall be given to the Trustee, the Transferors and each Rating Agency of such delegation and (ii) at or prior to the end of such 30-day period the Servicer shall have determined that the Rating Agency Condition has been met. Any such delegations shall not relieve the Servicer of its liability and responsibility with respect to such duties, and shall not constitute a resignation within the meaning of Section 8.05. Section 8.08. Examination of Records. The Servicer shall clearly and unambiguously indicate in its computer files or other records that the Receivables arising in the Accounts have been conveyed to the Trustee, pursuant to this Agreement. The Servicer shall, prior to the sale or transfer to a third party of any receivable held in its custody, examine its computer and other records to determine that such receivable is not a Receivable. [END OF ARTICLE VIII] 81 ARTICLE IX Pay Out Events Section 9.01. Trust Pay Out Events. If any one of the following events shall occur with respect to the Trust ("Trust Pay Out Events"): (i) (x) an Account Owner shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to an Account Owner or of or relating to all or substantially all of its property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against an Account Owner; or an Account Owner shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make any assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; or (y) any Transferor shall consent or fail to object to the appointment of a bankruptcy trustee or conservator, receiver or liquidator in any bankruptcy proceeding or other insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to such Transferor or relating to all or substantially all of such Transferor's property, or the commencement of an action seeking a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a bankruptcy trustee or conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up, insolvency, bankruptcy, reorganization, conservatorship, receivership or liquidation of a Transferor's affairs, or notwithstanding an objection by the Transferor any such action shall have remained undischarged or unstayed for a period of sixty (60) days or upon entry of any order or decree providing for such relief; or a Transferor shall admit in writing its inability to pay its debts generally as they become due, file, or consent or fail to object (or object without dismissal of any such filing within sixty (60) days of such filing or the earlier entry of any order providing for such relief) to the filing of, a petition to take advantage of any applicable bankruptcy, insolvency or reorganization, receivership or conservatorship statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations (any such event described in this clause (i) an "Insolvency Event"); (ii) the Trust shall become subject to regulation by the Commission as an "investment company" within the meaning of the Investment Company Act; or (iii) a Transfer Restriction Event as defined in this Agreement shall occur or a Transfer Restriction Event as defined in the Receivables Purchase Agreement between Fleet (RI) and FCCF shall occur; 82 then, a Pay Out Event shall occur with respect to each Series without any notice or other action on the part of the Trustee or the Investor Certificateholders, immediately upon the occurrence of such event. Section 9.02. Additional Rights Upon the Occurrence of Certain Events. (a) If an Insolvency Event occurs with respect to any of the Transferors, the Transferors shall on the day any such Insolvency Event occurs (the "Appointment Date"), immediately cease to transfer Principal Receivables to the Trustee and shall promptly give notice to the Trustee thereof. Notwithstanding any cessation of the transfer to the Trustee of additional Principal Receivables, Principal Receivables transferred to the Trustee prior to the occurrence of such Insolvency Event and Collections in respect of such Principal Receivables and Finance Charge Receivables whenever created, accrued in respect of such Principal Receivables, shall continue to be a part of the Trust. Within 15 days after receipt of such notice by the Trustee of the occurrence of such Insolvency Event, the Trustee shall (i) publish a notice in an Authorized Newspaper that an Insolvency Event has occurred and that the Trustee intends to sell, dispose of or otherwise liquidate the Receivables on commercially reasonable terms and in a commercially reasonable manner and (ii) give notice to the Investor Certificateholders describing the provisions of this Section and requesting instructions from such Holders. Unless the Trustee shall have received instructions within 90 days from the date notice pursuant to clause (i) above is first published from (x) Holders of Investor Certificates evidencing more than 50% of the Investor Amount of each Series or, with respect to any Series with two or more Classes, of each Class, to the effect that such Investor Certificateholders disapprove of the liquidation of the Receivables and wish to continue having Principal Receivables transferred to the Trustee as before such Insolvency Event, and (y) each of the Transferors (other than the Transferor that is the subject of such Insolvency Event), including any Additional Transferor, any Holder of a Supplemental Certificate and any permitted assignee or successor under Section 7.02, to such effect, the Trustee shall promptly sell, dispose of or otherwise liquidate the Receivables in a commercially reasonable manner and on commercially reasonable terms, which shall include the solicitation of competitive bids. The Trustee may obtain a prior determination from any such conservator, receiver or liquidator that the terms and manner of any proposed sale, disposition or liquidation are commercially reasonable. The provisions of Sections 9.01 and 9.02 shall not be deemed to be mutually exclusive. (b) The proceeds from the sale, disposition or liquidation of the Receivables pursuant to paragraph (a) ("Insolvency Proceeds") shall be immediately deposited in the Collection Account. The Trustee shall determine conclusively the amount of the Insolvency Proceeds which are deemed to be Finance Charge Receivables and Principal Receivables. The Insolvency Proceeds shall be allocated and distributed to Investor Certificateholders in accordance with Article IV and the terms of each Supplement and the Trust shall terminate immediately thereafter. (c) The Trustee may appoint an agent or agents to assist with its responsibilities pursuant to this Article IX with respect to competitive bids. [END OF ARTICLE IX] 83 ARTICLE X Servicer Defaults Section 10.01. Servicer Defaults. If any one of the following events (a "Servicer Default") shall occur and be continuing: (a) any failure by the Servicer to make any payment, transfer or deposit or to give instructions or notice to the Trustee pursuant to the terms of this Agreement or any Supplement on or before the date occurring five Business Days after the date such payment, transfer or deposit or such instruction or notice is required to be made or given, as the case may be, under the terms of this Agreement or any Supplement; (b) failure on the part of the Servicer duly to observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement or any Supplement which has a material adverse effect on the interests hereunder of the Investor Certificateholders of any Series or Class and which 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 Servicer by the Trustee, or to the Servicer and the Trustee by Holders of Investor Certificates evidencing more than 50% of the Aggregate Investor Amount (or, with respect to any such failure that does not relate to all Series, 50% of the aggregate Investor Amount of all Series to which such failure relates); or the Servicer shall delegate its duties under this Agreement, except as permitted by Section 8.02, 8.07 or 13.08, a Responsible Officer of the Trustee has actual knowledge of such delegation and such delegation continues unremedied for 15 days after the date on which written notice thereof, requiring the same to be remedied, shall have been given to the Servicer by the Trustee, or to the Servicer and the Trustee by Holders of Investor Certificates evidencing more than 50% of the Aggregate Investor Amount; (c) any representation, warranty or certification made by the Servicer in this Agreement or any Supplement or in any certificate delivered pursuant to this Agreement or any Supplement shall prove to have been incorrect when made, which has a material adverse effect on the rights of the Investor Certificateholders of any Series or Class and 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 Servicer by the Trustee, or to the Servicer and the Trustee by the Holders of Investor Certificates evidencing more than 50% of the Aggregate Investor Amount (or, with respect to any such representation, warranty or certification that does not relate to all Series, 50% of the aggregate Investor Amount of all Series to which such representation, warranty or certification relates); or (d) the Servicer shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to the Servicer or of or relating to all or substantially all of its property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Servicer, and such decree or order shall have remained in force undischarged or unstayed for a period of 60 days; or 84 the Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make any assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; then, in the event of any Servicer Default, so long as the Servicer Default shall not have been remedied, either the Trustee or the Holders of Investor Certificates evidencing more than 50% of the Aggregate Investor Amount, by notice then given to the Servicer (and to the Trustee if given by the Investor Certificateholders) (a "Termination Notice"), may terminate all but not less than all the rights and obligations of the Servicer as Servicer under this Agreement; provided, however, if within 60 days of receipt of a Termination Notice the Trustee does not receive any bids from Eligible Servicers in accordance with subsection 10.02(c) to act as a Successor Servicer and receives an Officer's Certificate of the Servicer to the effect that the Servicer cannot in good faith cure the Servicer Default which gave rise to the Termination Notice, the Trustee shall offer the Transferors the right at their option to purchase the Certificateholders' Interest on the Distribution Date next succeeding 60 days after the receipt by the Servicer of a Termination Notice. The purchase price for the Certificateholders' Interest shall be equal to the sum of the amounts specified therefor with respect to each outstanding Series in the related Supplement. The Transferors shall notify the Trustee prior to the Record Date for the Distribution Date of the purchase if they are exercising such option. If any of the Transferors exercise such option, such Transferors shall (x) if short-term deposits or long-term unsecured debt obligations of the parent of such Transferors are not rated at the time at least P-3 or Baa3, respectively, by Moody's, deliver to the Trustee an Opinion of Counsel (which must be an independent outside counsel) to the effect that, in reliance on certain certificates to the effect that the Transferors have received reasonably equivalent value and as to the solvency of such Transferors, the purchase would not be considered a fraudulent transfer and (y) deposit the purchase price into the Collection Account not later than 12:00 noon, New York City time, on such Distribution Date in immediately available funds. The purchase price shall be allocated and distributed to Investor Certificateholders in accordance with Article IV and the terms of each Supplement. After receipt by the Servicer of such Termination Notice, and on the date that a Successor Servicer shall have been appointed by the Trustee pursuant to Section 10.02, all authority and power of the Servicer under this Agreement shall pass to and be vested in a Successor Servicer; and, without limitation, the Trustee is hereby authorized and empowered (upon the failure of the Servicer to cooperate) to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, all documents and other instruments upon the failure of the Servicer to execute or deliver such documents or instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such transfer of servicing rights. The Servicer agrees to cooperate with the Trustee and such Successor Servicer in effecting the termination of the responsibilities and rights of the Servicer to conduct servicing hereunder including, without limitation, the transfer to such Successor Servicer of all authority of the Servicer to service the Receivables provided for under this Agreement, including, without limitation, all authority over all Collections which shall on the date of transfer be held by the Servicer for deposit, or which have been deposited by the Servicer, in the Collection Account, or which shall thereafter be received with respect to the Receivables, and in assisting the Successor Servicer and in enforcing all rights to Insurance Proceeds. The Servicer shall promptly transfer its electronic records relating to the Receivables to the Successor Servicer in such electronic form as the Successor Servicer may reasonably request and shall promptly transfer to the 85 Successor Servicer all other records, correspondence and documents necessary for the continued servicing of the Receivables in the manner and at such times as the Successor Servicer shall reasonably request. To the extent that compliance with this Section 10.01 shall require the Servicer to disclose to the Successor Servicer information of any kind which the Servicer reasonably deems to be confidential, the Successor Servicer shall be required to enter into such customary licensing and confidentiality agreements as the Servicer shall deem necessary to protect its interests. Notwithstanding the foregoing, any delay in or failure of performance under subsection 10.01(a) for a period of 5 Business Days or under subsection 10.01(b) or (c) for a period of 60 days (in addition to any period provided in subsection 10.01(a), (b) or (c)) shall not constitute a Servicer Default until the expiration of such additional 5 Business Days or 60 days, respectively, if such delay or failure could not be prevented by the exercise of reasonable diligence by the Servicer and such delay or failure was caused by an act of God or the public enemy, acts of declared or undeclared war, terrorism, public disorder, rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar causes. The preceding sentence shall not relieve the Servicer from using its best efforts to perform its respective obligations in a timely manner in accordance with the terms of this Agreement and any Supplement and the Servicer shall provide the Trustee, each Rating Agency, the Holders of the Transferor Certificates and the Investor Certificateholders with an Officer's Certificate giving prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. Section 10.02. Trustee To Act, Appointment of Successor. (a) On and after the receipt by the Servicer of a Termination Notice pursuant to Section 10.01, the Servicer shall continue to perform all servicing functions under this Agreement until the date specified in the Termination Notice or otherwise specified by the Trustee or until a date mutually agreed upon by the Servicer and Trustee. The Trustee shall as promptly as possible after the giving of a Termination Notice appoint an Eligible Servicer as a successor servicer (the "Successor Servicer"), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Trustee. In the event that a Successor Servicer has not been appointed or has not accepted its appointment at the time when the Servicer ceases to act as Servicer, the Trustee without further action shall automatically be appointed the Successor Servicer. The Trustee may delegate any of its servicing obligations to an Affiliate of the Trustee or agent in accordance with Section 3.01(b) and 8.07. Notwithstanding the foregoing, the Trustee shall, if it is legally unable so to act, petition a court of competent jurisdiction to appoint any established institution qualifying as an Eligible Servicer as the Successor Servicer hereunder. The Trustee shall give prompt notice to the Transferors and each Rating Agency upon the appointment of a Successor Servicer. (b) Upon its appointment, the Successor Servicer shall be the successor to the Servicer with respect to servicing functions under this Agreement and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and all references in this Agreement to the Servicer shall refer to the Successor Servicer. 86 (c) In connection with any Termination Notice, the Trustee will review any bids which it obtains from Eligible Servicers and shall be permitted to appoint any Eligible Servicer submitting such a bid as a Successor Servicer for servicing compensation not in excess of the aggregate Servicing Fees for all Series; provided, however, that the Holders of the Transferor Certificates shall be responsible for payment of the Transferors' portion of such aggregate Servicing Fees and that no such monthly compensation paid out of Collections shall be in excess of such aggregate Servicing Fees. Each Holder of a Transferor Certificate agrees that, if Fleet (RI) (or any Successor Servicer) is terminated as Servicer hereunder, the portion of the Collections in respect of Finance Charge Receivables that such Holders are entitled to receive pursuant to this Agreement or any Supplement shall be reduced by an amount sufficient to pay such Holders' share (determined by reference to the Supplements with respect to any outstanding Series) of the compensation of the Successor Servicer. Section 10.03. Notification to Certificateholders. Within two Business Days after the Servicer becomes aware of any Servicer Default, the Servicer shall give notice thereof to the Trustee, the Transferors and each Rating Agency and the Trustee shall give notice to the Investor Certificateholders. Upon any termination or appointment of a Successor Servicer pursuant to this Article, the Trustee shall give prompt notice thereof to the Investor Certificateholders. [END OF ARTICLE X] 87 ARTICLE XI The Trustee Section 11.01. Duties of Trustee. (a) The Trustee, prior to the occurrence of a Servicer Default and after the curing of all Servicer Defaults which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. If a Responsible Officer has received written notice that a Servicer Default has occurred (which has not been cured or waived) the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in its exercise, as a prudent man would exercise or use under the circumstances in the conduct of such man's own affairs. (b) The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee that are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they substantially conform to the requirements of this Agreement. (c) Subject to subsection 11.01(a), no provision of this Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own misconduct; provided, however, that: (i) the Trustee shall not be personally liable for an error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (ii) the Trustee shall not be personally liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with the direction of the Holders of Investor Certificates evidencing more than 50% of the Investor Amount of any Series relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee in relation to such Series, under this Agreement; and (iii) the Trustee shall not be charged with knowledge of any failure by the Servicer referred to in clauses (a) and (b) of Section 10.01 unless a Responsible Officer of the Trustee obtains actual knowledge of such failure or the Trustee receives written notice of such failure from the Servicer or a Transferor or any Holders of Investor Certificates evidencing not less than 10% of the Investor Amount of any Series adversely affected thereby. (d) The Trustee shall not be required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if there is reasonable ground for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, and none of the provisions contained in this Agreement shall in any event require the Trustee to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer under this Agreement except during such time, if any, as the Trustee 88 shall be the successor to, and be vested with the rights, duties, powers and privileges of, the Servicer in accordance with the terms of this Agreement. (e) Except for actions expressly authorized by this Agreement, the Trustee shall take no action reasonably likely to (i) impair the interests of the Trustee in any Receivable now existing or hereafter created or (ii) impair the value of any Receivable now existing or hereafter created. (f) The Trustee shall have no power to vary the corpus of the Trust, except as expressly provided in this Agreement. (g) In the event that the Paying Agent or the Transfer Agent and Registrar shall fail to perform any obligation, duty or agreement in the manner or on the day required to be performed by the Paying Agent or the Transfer Agent and Registrar, as the case may be, under this Agreement, the Trustee shall be obligated as soon as possible upon knowledge of a Responsible Officer thereof and receipt of appropriate records, if any, to perform such obligation, duty or agreement in the manner so required. (h) If any of the Transferors has agreed to transfer any of its consumer revolving credit card receivables (other than the Receivables) to another Person, upon the written request of such Transferor, the Trustee will enter into such intercreditor agreements with the transferee of such receivables as are customary and necessary to separately identify the rights, if any, of the Trustee and such other Person in such Transferor's consumer revolving credit card receivables; provided, that the Trustee shall not be required to enter into any intercreditor agreement which could adversely affect the interests of the Certificateholders and, upon the request of the Trustee, such Transferor will deliver an Opinion of Counsel on any matters relating to such intercreditor agreement, reasonably requested by the Trustee. Section 11.02. Certain Matters Affecting the Trustee. Except as otherwise provided in Section 11.01: (a) the Trustee may rely on and shall be protected in acting on, or in refraining from acting in accord with, any Assignment, the initial report, the annual Servicer's certificate, the monthly payment instructions and notification to the Trustee, the monthly Certificateholder's statement, any resolution, Officer's Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document believed by it to be genuine and to have been signed or presented to it pursuant to this Agreement by the proper party or parties; (b) the Trustee may consult with counsel, and any advice or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counsel; (c) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement or any Enhancement Agreement, or to institute, conduct or defend any litigation hereunder or in relation hereto, at the request, order or direction of any of the Certificateholders, or any Enhancement Provider, pursuant to the provisions of this 89 Agreement or any Enhancement Agreement, unless such Certificateholders or any Enhancement Provider shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; nothing contained herein shall, however, relieve the Trustee of the obligations, upon the occurrence of any Servicer Default (which has not been cured), to exercise such of the rights and powers vested in it by this Agreement and any Series Enhancement, and to use the same degree of care and skill in its exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs; (d) the Trustee shall not be personally liable for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement; (e) the Trustee shall not be bound to make any investigation into the facts of matters stated in any Assignment, the initial report, the annual Servicer's certificate, the monthly payment instructions and notification to the Trustee, the monthly Certificateholder's statement, any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing so to do by Holders of Investor Certificates evidencing more than 50% of the Investor Amount of any Series which could be adversely affected if the Trustee does not perform such acts; (f) Except as provided in subsection 4.03(d), the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian, and the Trustee shall not be responsible for any misconduct or negligence on the part of any such agent, attorney or custodian appointed with due care by it hereunder; and (g) except as may be required by subsection 11.01(a) hereof, the Trustee shall not be required to make any initial or periodic examination of any documents or records related to the Receivables or the Accounts for the purpose of establishing the presence or absence of defects, the compliance by the Transferors with their representations and warranties or for any other purpose. Section 11.03. Trustee Not Liable for Recitals in Certificates. The Trustee assumes no responsibility for the correctness of the recitals contained herein and in the certificates (other than the certificate of authentication on the Certificates). Except as set forth in Section 11.15, the Trustee makes no representations as to the validity or sufficiency of this Agreement or any Supplement or of the Certificates (other than the certificate of authentication on the Certificates) or of any Receivable or related document. The Trustee shall not be accountable for the use or application by the Transferors of any of the Certificates or of the proceeds of such Certificates, or for the use or application of any funds paid to the Transferors or the Holders of the Transferor Certificates in respect of the Receivables or deposited in or withdrawn from the Collection Account, the Excess Funding Account or any Series Account by the Servicer. 90 Section 11.04. Trustee May Own Certificates. Subject to Section 6.06, the Trustee in its individual or any other capacity may become the owner or pledgee of Investor Certificates or Supplemental Certificates with the same rights as it would have if it were not the Trustee. Section 11.05. The Servicer To Pay Trustee's Fees and Expenses. The Servicer covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to receive, reasonable compensation (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) for all services rendered by it in the execution of the trust hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee, and, subject to Section 7.04, the Servicer will pay or reimburse the Trustee (without reimbursement from the Collection Account or otherwise) upon its request for all reasonable expenses, disbursements and advances (if any) incurred or made by the Trustee (including the fees and expenses of Trustee's counsel) in accordance with any of the provisions of this Agreement except any such expense, disbursement or advance as may arise from its own negligence or bad faith and except as provided in the following sentence. If the Trustee is appointed Successor Servicer pursuant to Section 10.02, the provisions of this Section 11.05 shall not apply to expenses, disbursements and advances made or incurred by the Trustee in its capacity as Successor Servicer. The obligations of the Servicer under Section 8.04 and this Section 11.05 shall survive the termination of the Trust and the resignation or removal of the Trustee. The Transferors agree to reimburse the Servicer for any amount the Servicer pays to the Trustee under this Section 11.05. Notwithstanding anything to the contrary in this Agreement or in any other agreement, payments made by the Transferors to the Servicer under this Section 11.05 shall only be made to the extent the Transferors have available funds for such payments. The Servicer agrees that failure of the Transferors to make any payment to the Servicer under this Section 11.05 shall not constitute a "claim" (as defined in Section 101 of the United States Bankruptcy Code) against the Transferor. The parties to this Agreement also agree that nothing herein shall limit the obligation of the Servicer to pay all amounts due to the Trustee as provided in this Section 11.05. Section 11.06. Eligibility Requirements for Trustee. The Trustee hereunder shall at all times be a bank or a corporation organized and doing business under the laws of the United States of America or any state thereof and subject to supervision or examination by Federal or state authority and authorized under such laws to exercise corporate trust powers that either (x) has a long-term unsecured debt rating of at least Baa3 by Moody's and BBB- by Standard & Poor's and, in the case of an entity that is subject to risk-based capital adequacy requirements, risk-based capital of at least $50,000,000 or, in the case of an entity that is not subject to risk-based capital adequacy requirements, a combined capital and surplus of at least $50,000,000 or (y) shall otherwise be acceptable to each Rating Agency. If such bank or corporation publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purpose of this Section 11.06, the combined capital and surplus of such bank or corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section 11.06, the Trustee shall resign immediately in the manner and with the effect specified in Section 11.07. 91 Section 11.07. Resignation or Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trust hereby created by giving written notice thereof to the Servicer and the Transferors. Upon receiving such notice of resignation, the Servicer shall promptly appoint a successor trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee. If no successor trustee shall have been so appointed and have accepted within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. (b) If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 11.06 and shall fail to resign after written request therefor by the Servicer or the Transferors, or if at any time the Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver or conservator of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Servicer or Transferors may, but shall not be required to, remove the Trustee and promptly appoint a successor trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee. (c) Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the provisions of this Section 11.07 shall not become effective until acceptance of appointment by the successor trustee as provided in Section 11.08 and any liability of the Trustee arising hereunder shall survive such appointment of a successor trustee. Section 11.08. Successor Trustee. (a) Any successor trustee appointed as provided in Section 11.07 shall execute, acknowledge and deliver to the Transferors, to the Servicer and to its predecessor Trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as Trustee herein. The predecessor Trustee shall deliver to the successor trustee all documents, statements, money, and other property held by it hereunder, and the Transferors, the Servicer and the predecessor Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties and obligations. (b) No successor trustee shall accept appointment as provided in this Section 11.08 unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 11.06. (c) Upon acceptance of appointment by a successor trustee as provided in this Section 11.08, such successor trustee shall provide notice of such succession hereunder to all 92 Investor Certificateholders and the Servicer shall provide such notice to each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement. Section 11.09. Merger or Consolidation of Trustee. Any Person into which the Trustee may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any Person succeeding to the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such corporation shall be eligible under the provisions of Section 11.06, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding. Section 11.10. Appointment of Co-Trustee or Separate Trustee. (a) Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust may at the time be located, the Trustee shall have the power and may execute and deliver all instruments to appoint one or more Persons to act as a co-trustee or co-trustees, or separate trustee or separate trustees, of all or any part of the Trust, and to vest in such Person or Persons, in such capacity and for the benefit of the Certificateholders, such title to the Trust, or any part thereof, and, subject to the other provisions of this Section 11.10, such powers, duties, obligations, rights and trusts as the Trustee may consider necessary or desirable; provided, however, that the Trustee shall exercise due care in the appointment of any co-trustee. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 11.06 and no notice to Certificateholders of the appointment of any co-trustee or separate trustee shall be required under Section 11.08. (b) Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised or performed by the Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Trustee joining in such act) except to the extent that under any laws of any jurisdiction in which any particular act or acts are to be performed the Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Trustee; (ii) no trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder; and (iii) the Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee. (c) Any notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given 93 to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Agreement and the conditions of this Article XI. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Trustee. Every such instrument shall be filed with the Trustee and a copy thereof given to the Servicer and the Transferors. (d) Any separate trustee or co-trustee may at any time constitute the Trustee as its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect to this Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without the appointment of a new or successor trustee. Section 11.11. Tax Returns. In the event the Trust shall be required to file tax returns, the Servicer, as soon as practicable after it is made aware of such requirement, shall prepare or cause to be prepared any tax returns required to be filed by the Trust and, to the extent possible, shall file such returns at least five days before such returns are due to be filed. The Trustee is hereby authorized to sign any such return on behalf of the Trust. The Servicer shall prepare or shall cause to be prepared all tax information required by law to be distributed to Certificateholders and shall deliver such information to the Trustee at least five days prior to the date it is required by law to be distributed to Certificateholders. The Servicer, upon request, will furnish the Trustee with all such information known to the Servicer as may be reasonably required in connection with the preparation of all tax returns of the Trust. In no event shall the Trustee, the Transferors, or the Servicer be liable for any liabilities, costs or expenses of the Trust, the Investor Certificateholders or the Certificate Owners arising under any tax law, including without limitation federal, state, local or foreign income or excise taxes or any other tax imposed on or measured by income (or any interest or penalty with respect thereto or arising from a failure to comply therewith). Section 11.12. Trustee May Enforce Claims Without Possession of Certificates. All rights of action and claims under this Agreement or any Series of Certificates may be prosecuted and enforced by the Trustee without the possession of any of the Certificates or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee. Any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of any Series of Certificates in respect of which such judgment has been obtained. Section 11.13. Suits for Enforcement. (a) If a Servicer Default shall occur and be continuing, the Trustee, in its discretion may, subject to the provisions of Sections 10.01 and 11.14, proceed to protect and enforce its rights and the rights of any Series of Certificates under this Agreement by a suit, action or proceeding in equity or at law or otherwise, whether for the specific performance of 94 any covenant or agreement contained in this Agreement or in aid of the execution of any power granted in this Agreement or for the enforcement of any other legal, equitable or other remedy as the Trustee, being advised by counsel, shall deem most effectual to protect and enforce any of the rights of the Trustee or any Series of Certificates. (b) If an Insolvency Event shall have occurred with respect to a Transferor or an Account Owner, the Trustee shall: (i) unless prohibited by applicable law, promptly take or cause to be taken any and all necessary or advisable commercially reasonable action as a secured creditor on behalf of the Certificateholders to recover, repossess, collect or liquidate the Receivables or any other Trust Assets on a "self-help" basis or otherwise and exercise any rights or remedies of a secured party under the applicable UCC and take any other appropriate action to protect and enforce the rights and remedies of the Trustee and the Certificateholders; (ii) promptly, and in any case within any applicable claims bar period specified under applicable law, file and prove a claim or claims under applicable law, by filing proofs of claim, protective proofs of claim or otherwise, for the whole amount of unpaid principal and interest in respect of the Certificates and file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee and the Certificateholders allowed in any judicial, administrative, corporate or other proceedings relating to such Transferor, its creditors or its property, including any actions relating to the preservation of deficiency claims or for the protection against loss of any claim in the event the Trustee's or the Certificateholders' status as secured creditors are successfully challenged; and (iii) collect and receive any moneys or other property payable or deliverable on any such claims and distribute all amounts with respect to the claims of the Certificateholders to the Certificateholders. (c) Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Certificateholder any plan of reorganization, arrangement, adjustment or composition affecting the Certificates or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Certificateholder in any such proceeding. Section 11.14. Rights of Certificateholders To Direct Trustee. Holders of Investor Certificates evidencing more than 50% of the Aggregate Investor Amount (or, with respect to any remedy, trust or power that does not relate to all Series, 50% of the aggregate Investor Amount of all Series to which such remedy, trust or power relates) shall have the right to direct the time, method, and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee; provided, however, that, subject to Section 11.01, the Trustee shall have the right to decline to follow any such direction if the Trustee being advised by counsel determines that the action so directed may not lawfully be taken, or if the Trustee in good faith shall, by a Responsible Officer or Responsible Officers of the Trustee, determine that the proceedings so directed would be illegal or involve it in personal 95 liability or be unduly prejudicial to the rights of Certificateholders not parties to such direction; and provided further, that nothing in this Agreement shall impair the right of the Trustee to take any action deemed proper by the Trustee and which is not inconsistent with such direction of such Holders of Investor Certificates. Section 11.15. Representations and Warranties of Trustee. The Trustee represents and warrants as of each Closing Date that: (a) the Trustee is a banking corporation organized, existing and authorized to engage in the business of banking under the laws of the State of New York; (b) the Trustee has full power, authority and right to execute, deliver and perform this Agreement and each Supplement, and has taken all necessary action to authorize the execution, delivery and performance by it of this Agreement and each Supplement; and (c) this Agreement and each Supplement has been duly executed and delivered by the Trustee. Section 11.16. Maintenance of Office or Agency. The Trustee will maintain at its expense an office or agency (the "Corporate Trust Office") where notices and demands to or upon the Trustee in respect of the Certificates and this Agreement may be served (a) in the Borough of Manhattan, The City of New York, in the case of Registered Certificates and Holders thereof, and (b) in London or Luxembourg, in the case of Bearer Certificates and Holders thereof, if and for so long as any Bearer Certificates are outstanding. The Corporate Trust Office shall initially be located at Four Albany Street, New York, New York 10006. The Trustee will give prompt notice to the Servicer, the Transferors and to Investor Certificateholders of any change in the location of the Certificate Register or any such office or agency. Section 11.17. Capacity of Trustee. It is expressly understood and agreed by the parties hereto that (a) the Trustee accepts all right, title and interest to the Receivables, the proceeds thereof, and the other property, now existing and hereafter created, conveyed to the Trustee under this Agreement as Trustee for the benefit of the Certificateholders and, if provided in a Supplement, the Series Enhancers, and not in its individual capacity, (b) under no circumstance will the Trustee be deemed to make any representations or warranties in its individual capacity in respect of the Receivables so conveyed, (c) the Trustee shall have no obligation to expend its own funds to purchase Receivables pursuant to the terms of this Agreement, and (d) under no circumstance shall Bankers Trust Company be personally liable for the payment of any indebtedness or expenses of the Trust. [END OF ARTICLE XI] 96 ARTICLE XII Termination Section 12.01. Termination of Trust. The Trust and the respective obligations and responsibilities of the Transferors, the Servicer and the Trustee created hereby (other than the obligation of the Trustee to make payments to Investor Certificateholders as hereinafter set forth) shall terminate, except with respect to the duties described in Sections 7.04, 8.04, 12.02(b) and 13.11 upon the earliest of (i) December 31, 2044, (ii) the day following the payment date on which the Investor Amount and the Enhancement Investor Amount, if any, for each Series is zero (provided that the Transferors have delivered a written notice to the Trustee electing to terminate the Trust) and (iii) the time provided in subsection 9.02(b). Section 12.02. Final Distribution. (a) The Servicer shall give the Trustee at least 30 days prior notice of the payment date on which the Investor Certificateholders of any Series or Class may surrender their Investor Certificates for payment of the final distribution on and cancellation of such Investor Certificates (or, in the event of a final distribution resulting from the application of Section 2.06, 9.02 or 10.01, notice of such payment date promptly after the Servicer has determined that a final distribution will occur, if such determination is made less than 30 days prior to such payment date). Such notice shall be accompanied by an Officer's Certificate setting forth the information specified in Section 3.05 covering the period during the then-current calendar year through the date of such notice. Not later than the fifth day of the month in which the final distribution in respect of such Series or Class is payable to Investor Certificateholders, the Trustee shall provide notice to Investor Certificateholders of such Series or Class specifying (i) the date upon which final payment of such Series or Class will be made upon presentation and surrender of Investor Certificates of such Series or Class at the office or offices therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such payment date is not applicable, payments being made only upon presentation and surrender of such Investor Certificates at the office or offices therein specified (which, in the case of Bearer Certificates, shall be outside the United States). The Trustee shall give such notice to the Transfer Agent and Registrar and the Paying Agent at the time such notice is given to Investor Certificateholders. (b) Notwithstanding a final distribution to the Investor Certificateholders of any Series or Class (or the termination of the Trust), except as otherwise provided in this paragraph, all funds then on deposit in the Collection Account and any Series Account allocated to such Investor Certificateholders shall continue to be held in trust for the benefit of such Investor Certificateholders and the Paying Agent or the Trustee shall pay such funds to such Investor Certificateholders upon surrender of their Investor Certificates (and any excess shall be paid in accordance with the terms of any relevant Enhancement Agreement). In the event that all such Investor Certificateholders shall not surrender their Investor Certificates for cancellation within six months after the date specified in the notice from the Trustee described in paragraph (a), the Trustee shall give a second notice to the remaining such Investor Certificateholders to surrender their Investor Certificates for cancellation and receive the final distribution with respect thereto (which surrender and payment, in the case of Bearer Certificates, shall be outside the United States). If within one year after the second notice all such Investor Certificates shall 97 not have been surrendered for cancellation, the Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining such Investor Certificateholders concerning surrender of their Investor Certificates, and the cost thereof shall be paid out of the funds in the Collection Account or any Series Account held for the benefit of such Investor Certificateholders. The Trustee and the Paying Agent shall pay to the Transferors any moneys held by them for the payment of principal or interest that remains unclaimed for two years. After payment to the Transferors, Investor Certificateholders entitled to the money must look to the Transferors for payment as general creditors unless an applicable abandoned property law designates another Person. (c) In the event that the Investor Amount with respect to any Series is greater than zero on its Series Termination Date or such earlier date as is specified in the related Supplement (after giving effect to deposits and distributions otherwise to be made on such date), the Trustee will sell or cause to be sold on such Series Termination Date, in accordance with the procedures and subject to the conditions described in such Supplement, Principal Receivables and the related Finance Charge Receivables (or interests therein) in an amount equal to 100% of the Investor Amount and accrued and unpaid interest thereon with respect to such Series on such date (after giving effect to such deposits and distributions; provided, however, that in no event shall such amount exceed such Series' Series Percentages of Receivables on such Series Termination Date). The proceeds from any such sale shall be allocated and distributed in accordance with the terms of the applicable Supplement. Section 12.03. Transferors' Termination Rights. Upon the termination of the Trust pursuant to Section 12.01 and, if any part of the Transferors' Interest is then evidenced by a certificate or certificates, the surrender of such certificate or certificates, the Trustee shall sell, assign and convey to the Holders of the Transferors' Interest or their designee, without recourse, representation or warranty, all right, title and interest of the Trustee in the Receivables, whether then existing or thereafter created, all moneys due or to become due and all amounts received with respect thereto and all proceeds thereof except for amounts held by the Trustee pursuant to subsection 12.02(b). The Trustee shall execute and deliver such instruments of transfer and assignment, in each case without recourse, as shall be reasonably requested by the Holders of the Transferors' Interest to vest in the Holders of the Transferors' Interest or their designee all right, title and interest which the Trustee had in the Receivables and such other related assets. Section 12.04. Defeasance. Notwithstanding anything to the contrary in this Agreement or any Supplement: (a) The Transferor may at its option be discharged from its obligations hereunder with respect to any Series or all outstanding Series (the "Defeased Series") on the date the applicable conditions set forth in subsection 12.04(c) are satisfied (a "Defeasance"); provided, however, that the following rights, obligations, powers, duties and immunities shall survive with respect to the Defeased Series until otherwise terminated or discharged hereunder: (i) the rights of the Holders of Investor Certificates of the Defeased Series to receive, solely from the trust fund provided for in subsection 12.04(c), payments in respect of principal of and interest on such Investor Certificates when such payments are due; (ii) the Transferors' obligations with respect to such Certificates under Sections 6.04 and 6.05; (iii) the rights, powers, trusts, duties, 98 and immunities of the Trustee, the Paying Agent and the Registrar hereunder; and (iv) this Section 12.04 and Section 13.11. (b) Subject to subsection 12.04(c), the Transferors at their option may cause Collections allocated to the Defeased Series and available to purchase additional Receivables to be applied to purchase Eligible Investments rather than additional Receivables. (c) The following shall be the conditions to Defeasance under subsection 12.04(a): (i) the Transferors irrevocably shall have deposited or caused to be deposited with the Trustee (such deposit to be made from other than the Transferors' or any Affiliate of the Transferors' funds), under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, as trust funds in trust for making the payments described below, (A) Dollars in an amount, or (B) Eligible Investments which through the scheduled payment of principal and interest in respect thereof will provide, not later than the due date of payment thereon, money in an amount, or (C) a combination thereof, in each case sufficient to pay and discharge (without relying on income or gain from reinvestment of such amount), and which shall be applied by the Trustee to pay and discharge, all remaining scheduled interest and principal payments on all outstanding Investor Certificates of the Defeased Series on the dates scheduled for such payments in this Agreement and the applicable Supplements and all amounts owing to the Series Enhancers with respect to the Defeased Series; (ii) a statement from a firm of nationally recognized independent public accountants (who may also render other services to the Transferors) to the effect that such deposit is sufficient to pay the amounts specified in clause (i) above; (iii) prior to its first exercise of its right pursuant to this Section 12.04 with respect to a Defeased Series to substitute money or Eligible Investments for Receivables, if any Series of Investor Certificates are outstanding that were characterized as debt at the time of their issuance, the Transferor shall have delivered to the Trustee a Tax Opinion with respect to such deposit and termination of obligations, and (in any case) an Opinion of Counsel to the effect that (A) such deposit and termination of obligations will not result in the Trust being required to register as an "investment company" within the meaning of the Investment Company Act and (B) if the short-term deposit or long-term unsecured debt obligations of the ultimate parent of the Transferors are not rated at least P-3 or Baa3, respectively, by Moody's, such deposit and termination of obligations would not be a fraudulent transfer (based in reliance on certain certificates to the effect that the Transferors have received reasonably equivalent value and as to the solvency of the Transferors); (iv) the Transferors shall have delivered to the Trustee an Officer's Certificate of the Transferors stating the Transferors reasonably believe that such deposit and termination of obligations will not, based on the facts known to such officer at the time of such certification, then cause a Pay Out Event with respect to any Series or any event 99 that, with the giving of notice or the lapse of time, would result in the occurrence of a Pay Out Event with respect to any Series; and (v) the Rating Agency Condition shall have been satisfied and the Transferors shall have delivered copies of such written notice to the Servicer and the Trustee. Section 12.05. Optional Purchase. (a) If so provided in any Supplement, the Transferors may (so long as the Transferor causing such distribution is the Servicer or an Affiliate of the Servicer), but shall not be obligated to, cause a final distribution to be made in respect of the related Series of Investor Certificates on a specified Distribution Date or when the Investor Amount reaches a specified level or under any circumstances specified in such Supplement by depositing into the Collection Account or the applicable Series Account, not later than the Transfer Date preceding such Distribution Date, for application in accordance with Section 12.02, the amount specified in such Supplement; provided, however that if the short-term deposits or long-term unsecured debt obligations of the Transferors or the parent or parents of the Transferors are not rated at the time of such purchase of Receivables at least P-3 or Baa3, respectively, by Moody's, no such event shall occur unless the Transferors shall deliver an Opinion of Counsel reasonably acceptable to the Trustee that such deposit into the Collection Account or any Series Account as provided in the related Supplement would not constitute a fraudulent transfer of the Transferors (based in reliance on certificates to the effect that the Transferors have received reasonably equivalent value and as to the solvency of the Transferors). (b) The amount deposited pursuant to subsection 12.05(a) shall be paid to the Investor Certificateholders of the related Series pursuant to Section 12.02 on the related Distribution Date following the date of such deposit. All Certificates of a Series which are purchased by the Transferors pursuant to subsection 12.05(a) shall be delivered by the Transferors upon such purchase to, and be cancelled by, the Transfer Agent and Registrar and be disposed of in a manner satisfactory to the Trustee and the Transferors. The Investor Amount of each Series which is purchased by the Transferors pursuant to subsection 12.05(a) shall, for the purposes of the definitions of "Series Invested Amount" and "Transferor Amount," be equal to zero on the Distribution Date following the making of the deposit, and the Transferor Amount shall thereupon be increased by the Series Invested Amount of such Series. [END OF ARTICLE XII] 100 ARTICLE XIII Miscellaneous Provisions Section 13.01. Amendment; Waiver of Past Defaults. (a) This Agreement or any Supplement may be amended from time to time (including in connection with (x) the provision of additional Series Enhancement for the benefit of the Certificateholders of any Series (or the reduction of such Series Enhancement), (y) the addition of a Participation Interest to the Trust or (z) the designation of an Additional Transferor) by the Servicer, the Transferors (including, if applicable, any Additional Transferor being designated) and the Trustee without the consent of any of the Certificateholders, provided that (i) each Transferor shall have delivered to the Trustee an Officer's Certificate to the effect that such Transferor reasonably believes that such action will not have an Adverse Effect and (ii) the Rating Agency Condition shall have been satisfied with respect to any such amendment. (b) This Agreement or any Supplement may also be amended from time to time by the Servicer, the Transferors 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 or changing in any manner or eliminating any of the provisions of this Agreement or any Supplement or of modifying in any manner the rights of the Certificateholders; provided, however, that no such amendment shall (i) reduce in any manner the amount of or delay the timing of any distributions to be made to Investor Certificateholders or deposits of amounts to be so distributed or the amount available under any Series Enhancement without the consent of each affected Certificateholder, (ii) change the definition of or the manner of calculating the interest of any Investor Certificateholder without the consent of each affected Investor Certificateholder, (iii) reduce the aforesaid percentage required to consent to any such amendment without the consent of each Investor Certificateholder or (iv) 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. Any amendment to be effected pursuant to this paragraph shall be deemed not to adversely affect any outstanding Series with respect to which the Transferors shall deliver an Opinion of Counsel, addressed and delivered to the Trustee, that such action will not, in such counsel's reasonable opinion, have an Adverse Effect with respect to such Series. The Trustee may, but shall not be obligated to, enter into any such amendment which affects the Trustee's rights, duties or immunities under this Agreement or otherwise. (c) Promptly after the execution of any such amendment or consent (other than an amendment pursuant to paragraph (a)), the Trustee shall furnish notification of the substance of such amendment to each Investor Certificateholder, and the Servicer shall furnish notification of the substance of such amendment to each Rating Agency. (d) It shall not be necessary for the consent of Investor Certificateholders under this Section to approve the particular form of any proposed amendment, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such 101 consents and of evidencing the authorization of the execution thereof by Investor Certificateholders shall be subject to such reasonable requirements as the Trustee may prescribe. (e) Any Supplement executed in accordance with the provisions of subsection 6.03(b) shall not be considered an amendment to this Agreement for the purposes of this Section. (f) The Holders of Investor Certificates evidencing more than 66-2/3% of the aggregate Investor Amount of the Investor Certificates of each Series, or with respect to any Series with two or more Classes, of each Class (or with respect to any default that does not relate to all Series, 66-2/3% of the aggregate Investor Amount of the Investor Certificates of each Series to which such default relates or, with respect to any such Series with two or more Classes, of each Class) may, on behalf of all Certificateholders, waive any default by the Transferors or the Servicer in the performance of their obligations hereunder and its consequences, except the failure to make any distributions required to be made to Investor Certificateholders or to make any required deposits of any amounts to be so distributed. Upon any such waiver of a past default, such default shall cease to exist, and any default arising therefrom shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon except to the extent expressly so waived. Section 13.02. Protection of Right, Title and Interest to Trust. (a) The Transferors shall cause this Agreement, all amendments and supplements hereto and all financing statements and continuation statements and any other necessary documents covering the Certificateholders' and the Trustee's right, title and interest to the Trust Assets to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve and protect the right, title and interest of the Certificateholders and the Trustee hereunder to all property comprising the Trust Assets. The Transferors shall deliver to the Trustee file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. The Transferors shall cooperate fully with the Servicer in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this paragraph. (b) No Transferor shall change its name, or its type or jurisdiction of organization unless it has first (i) made all filings in all relevant jurisdictions under the UCC and other applicable law as are necessary to continue and maintain the first-priority perfected ownership or security interest of the Trustee in the Receivables, the proceeds thereof, and the other property conveyed to the Trustee hereunder, and (ii) delivered to the Servicer and the Trustee an Opinion of Counsel to the effect that all necessary filings have been made under the UCC in all relevant jurisdictions as are necessary to continue and maintain the first-priority perfected ownership or security interest of the Trustee in the Receivables, the proceeds thereof, and the other property conveyed to the Trustee hereunder. (c) Each Transferor and the Servicer will at all times maintain each office from which it services Receivables and its principal executive offices within the United States. 102 (d) The Transferors will deliver to the Trustee: (i) upon the execution and delivery of each amendment of this Agreement or any Supplement, an Opinion of Counsel to the effect specified in Exhibit G-1; (ii) on each Addition Date on which any Additional Accounts (other than Automatic Additional Accounts) are to be designated as Accounts pursuant to subsection 2.08(a) or (b) and on each date specified in subsection 2.08(d)(iii) with respect to the designation of Automatic Additional Accounts as Accounts, an Opinion of Counsel substantially in the form of Exhibit G-2, and on each Addition Date on which any Participation Interests are to be included in the Trust pursuant to subsection 2.08(a) or (b), an Opinion of Counsel covering the same substantive legal issues addressed by Exhibit G-2 but conformed to the extent appropriate to relate to Participation Interests; and (iii) on or before March 31 of each year, beginning with March 31, 1995 and ending with March 31, 2001 and on or before May 31 of each year, beginning with May 31, 2002, an Opinion of Counsel substantially in the form of Exhibit G-2. Section 13.03. Limitation on Rights of Certificateholders. (a) The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the Trust, nor shall such death or incapacity entitle such Certificateholders' legal representatives or heirs to claim an accounting or to take any action or commence any proceeding in any court for a partition or winding up of the Trust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. (b) No Investor Certificateholder shall have any right to vote (except as expressly provided in this Agreement) or in any manner otherwise control the operation and management of the Trust, or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Certificates, be construed so as to constitute the Investor Certificateholders from time to time as partners or members of an association, nor shall any Investor Certificateholder be under any liability to any third person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. (c) No Investor Certificateholder shall have any right by virtue of any provisions of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Investor Certificateholder previously shall have made, and unless the Holders of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount of all Investor Certificates (or, with respect to any such action, suit or proceeding that does not relate to all Series, 50% of the aggregate unpaid principal amount of the Investor Certificates of all Series to which such action, suit or proceeding relates) shall have made, a request to the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60 days after such request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being understood and intended, and being expressly covenanted by each Investor Certificateholder with every other Investor Certificateholder and the Trustee, that no one or more Investor Certificateholders shall have any right in any manner whatever by virtue or by availing itself or themselves of any provisions of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of the Investor Certificates, or to obtain or seek to obtain priority over or preference to any other such 103 Investor Certificateholder, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Investor Certificateholders except as otherwise expressly provided in this Agreement. For the protection and enforcement of the provisions of this Section, each and every Investor Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Section 13.04. GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. Section 13.05. Notices; Payments. (a) All demands, notices, instructions, directions and communications (collectively, "Notices") under this Agreement shall be in writing and shall be deemed to have been duly given if personally delivered at, mailed by registered mail, return receipt requested, or sent by facsimile transmission (i) in the case of the Transferors to Fleet Credit Card Funding, LLC, Suite PA EH 066 01L, 680 Blair Mill Road, Horsham, PA 19044, Attention: President, with a copy to General Counsel of Fleet Credit Card Funding, LLC, Mail Stop: PA EH 066 02L, 680 Blair Mill Road, Horsham, PA 19044; (ii) in the case of the Servicer, to Fleet Bank (RI), National Association, Securitization Department, Mail Stop: PA EH 066 01H, 680 Blair Mill Road, Horsham, PA 19044, Attention: Director of Securitization Structuring, with a copy to General Counsel, Mail Stop: PA EH 066 02L, 680 Blair Mill Road, Horsham, PA 19044; (iii) in the case of the Trustee, to The Corporate Trust Office (facsimile no. (212)-250-6439, in the case of Moody's, to 99 Church Street, New York, New York 10007, Attn: ABS Monitoring Department, 4th Floor (facsimile no. 212-553-4600); (iv) in the case of Standard & Poor's, to 55 Water Street, 40th Floor, New York, New York 10041, Attn: Asset Backed Group, (facsimile no. 212-438-2648); (v) in the case of the Paying Agent or the Transfer Agent and Registrar, to the Corporate Trust Office, New York, New York 10006, Attn: Corporate Trust and Agency Group/Structured Finance Group (facsimile no. (212) 250-6439), and (vi) to any other Person as specified in any Supplement; or, as to each party, at such other address or facsimile number as shall be designated by such party in a written notice to each other party. (b) Any Notice required or permitted to be given to a Holder of Registered Certificates shall be given by first-class mail, postage prepaid, at the address of such Holder as shown in the Certificate Register. No Notice shall be required to be mailed to a Holder of Bearer Certificates or Coupons but shall be given as provided below. Any Notice so mailed within the time prescribed in this Agreement shall be conclusively presumed to have been duly given, whether or not the Investor Certificateholder receives such Notice. In addition, (a) if and so long as any Series or Class is listed on the Luxembourg Stock Exchange and such Exchange shall so require, any Notice to Investor Certificateholders shall be published in an Authorized Newspaper of general circulation in Luxembourg within the time period prescribed in this Agreement and (b) in the case of any Series or Class with respect to which any Bearer Certificates are outstanding, any Notice required or permitted to be given to Investor Certificateholders of such Series or Class shall be published in an Authorized Newspaper within the time period prescribed in this Agreement. 104 (c) All Notices to be made to the Transferors shall be deemed given if one Notice is provided to the address of FCCF. All payments hereunder to Fleet (RI) shall be made to such account as Fleet (RI) may specify in writing. All payments hereunder to the Transferors shall be deemed made if made to such account as FCCF may specify in writing. Section 13.06. Rule 144A Information. For so long as any of the Investor Certificates of any Series or Class are "restricted securities" within the meaning of Rule 144(a)(3) under the Act, each of the Transferors, the Trustee, the Servicer and any Series Enhancer agree to cooperate with each other to provide to any Investor Certificateholders of such Series or Class and to any prospective purchaser of Certificates designated by such an Investor Certificateholder, upon the request of such Investor Certificateholder or prospective purchaser, any information required to be provided to such holder or prospective purchaser to satisfy the condition set forth in Rule 144A(d)(4) under the Act. Section 13.07. Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Agreement shall for any reason whatsoever be held invalid, then such provisions shall be deemed severable from the remaining provisions of this Agreement and shall in no way affect the validity or enforceability of the remaining provisions or of the Certificates or the rights of the Certificateholders. Section 13.08. Assignment. Notwithstanding anything to the contrary contained herein, except as provided in Section 8.02, this Agreement may not be assigned by the Servicer without the prior consent of Holders of Investor Certificates evidencing not less than 66-2/3% of the Aggregate Investor Amount. Section 13.09. Certificates Nonassessable and Fully Paid. It is the intention of the parties to this Agreement that the Certificateholders shall not be personally liable for obligations of the Trust, that the interests in the Trust represented by the Certificates shall be nonassessable for any losses or expenses of the Trust or for any reason whatsoever and that Certificates upon authentication thereof by the Trustee pursuant to Section 6.02 are and shall be deemed fully paid. Section 13.10. Further Assurances. The Transferors and the Servicer agree to do and perform, from time to time, any and all acts and to execute any and all further instruments required or reasonably requested by the Trustee more fully to effect the purposes of this Agreement, including the execution of any financing statements or continuation statements relating to the Receivables for filing under the provisions of the UCC of any applicable jurisdiction. Section 13.11. Nonpetition Covenant. Notwithstanding any prior termination of this Agreement, the Servicer, the Trustee, each Transferor, each Series Enhancer and each Holder of a Transferor Certificate shall not, prior to the date which is one year and one day after the termination of this Agreement with respect to the Trust, acquiesce, petition or otherwise invoke or cause the Trust to invoke the process of any Governmental Authority for the purpose of commencing or sustaining a case against the Trust under any Debtor Relief Law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Trust or any substantial part of its property or ordering the winding-up or liquidation of the affairs of the Trust. 105 Notwithstanding any prior termination of this Agreement, neither the Servicer, the Trustee, any Transferor nor the Certificateholders shall institute, or join in instituting a proceeding against any Transferor under any Debtor Relief Law or other proceedings under any United States federal or state bankruptcy or similar law. Section 13.12. No Waiver; Cumulative Remedies. No failure to exercise and no delay in exercising, on the part of the Trustee or the Certificateholders, any right, remedy, power or privilege under this Agreement shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege under this Agreement preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges provided under this Agreement are cumulative and not exhaustive of any rights, remedies, powers and privileges provided by law. Section 13.13. Counterparts. This Agreement may be executed in two or more counterparts (and by different parties on separate counterparts), each of which shall be an original, but all of which together shall constitute one and the same instrument. Section 13.14. Third-Party Beneficiaries. This Agreement will inure to the benefit of and be binding upon the parties hereto, the Certificateholders, any Series Enhancer (to the extent provided in this Agreement and the related Supplement) and their respective successors and permitted assigns. Except as otherwise expressly provided in this Agreement, no other Person will have any right or obligation hereunder. Section 13.15. Actions by Certificateholders. (a) Wherever in this Agreement a provision is made that an action may be taken or a Notice given by Certificateholders, such action or Notice may be taken or given by any Certificateholder, unless such provision requires a specific percentage of Certificateholders. Any Notice, request, authorization, direction, consent, waiver or other act by the Holder of a Certificate shall bind such Holder and every subsequent Holder of such Certificate and of any Certificate issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done or omitted to be done by the Trustee, the Transferors or the Servicer in reliance thereon, whether or not notation of such action is made upon such Certificate. Section 13.16. Merger and Integration. Except as specifically stated otherwise herein, this Agreement sets forth the entire understanding of the parties relating to the subject matter hereof, and all prior understandings, written or oral, are superseded by this Agreement. This Agreement may not be modified, amended, waived or supplemented except as provided herein. Section 13.17. Headings. The headings herein are for purposes of reference only and shall not otherwise affect the meaning or interpretation of any provision hereof. 106 IN WITNESS WHEREOF, Fleet (RI) as Servicer and as Seller prior to the Substitution Date, FCCF, as Transferor on and after the Substitution Date and the Trustee have caused this Agreement to be duly executed by their respective officers as of the day and year first above written. FLEET CREDIT CARD FUNDING, LLC, Transferor, By: /s/ Jeffrey Lipson ---------------------------- Name: Jeffrey Lipson Title: Vice President FLEET BANK (RI), NATIONAL ASSOCIATION, Seller prior to the Substitution Date and as Servicer, By: /s/ Jeffrey Lipson ---------------------------- Name: Jeffrey Lipson Title: Vice President BANKERS TRUST COMPANY, not in its individual capacity, but solely as Trustee By: /s/ Peter Becker ---------------------------- Name: Peter Becker Title: Assistant Vice President EXHIBIT A FORM OF BASE CERTIFICATE THIS BASE CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. NEITHER THIS BASE CERTIFICATE NOR ANY PORTION HEREOF OR ANY INTEREST HEREIN MAY BE OFFERED OR SOLD EXCEPT IN COMPLIANCE WITH THE REGISTRATION PROVISIONS OF SUCH ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION PROVISIONS. THIS BASE CERTIFICATE IS NOT PERMITTED TO BE TRANSFERRED, ASSIGNED, EXCHANGED OR OTHERWISE PLEDGED OR CONVEYED EXCEPT IN COMPLIANCE WITH THE TERMS OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. No. __ One Unit FLEET CREDIT CARD MASTER TRUST II BASE CERTIFICATE THIS CERTIFICATE REPRESENTS AN INTEREST IN CERTAIN ASSETS OF THE FLEET CREDIT CARD MASTER TRUST II Evidencing an interest in a trust, the corpus of which consists primarily of receivables generated from time to time in the ordinary course of business in a portfolio of consumer revolving credit card accounts originated or acquired by Fleet Bank (RI), National Association ("Fleet RI"), and, in certain circumstances, certain Additional Account Owners (as defined in the Pooling and Servicing Agreement referred to below). (Not an interest in or obligation of the Transferors or any affiliate thereof) This certifies that FLEET CREDIT CARD FUNDING, LLC is the registered owner of a fractional interest in the assets of a trust (the "Trust") not allocated to the Certificateholders' Interest or the interest of any holder of a Supplemental Certificate pursuant to the Amended and Restated Pooling and Servicing Agreement dated as of December 1, 1993, as amended and restated as of January 1, 2002 (as amended and supplemented, the "Agreement"), between Fleet Credit Card Funding, LLC, a Delaware limited liability company ("FCCF"), as Transferor, Fleet Bank (RI), National Association, a national banking association, as Servicer, and Bankers Trust Company, a New York banking corporation, as trustee (the "Trustee"). The corpus of the Trust consists of (i) a portfolio of all receivables (the "Receivables") existing in the revolving credit card accounts identified under the Agreement from time to time (the "Accounts"), (ii) all Allocated Interchange and Recoveries as provided in the Agreement, (iii) all monies due or to A-1 become due and all amounts received with respect thereto and all proceeds (including "proceeds" as defined in the UCC) of and Collections of such Receivables (iv) all funds which are from time to time on deposit in the Collection Account, the Excess Funding Account and in the Series Accounts, (v) the benefits of any Series Enhancements issued and to be issued by Series Enhancers with respect to one or more Series of Investor Certificates, (vi) the rights, remedies, powers, privileges and claims of the Transferor with respect to the Receivables Purchase Agreement dated as of January 1, 2002 between Fleet (RI) and FCCF; and (vii) all other assets and interests constituting the Trust Assets. Although a summary of certain provisions of the Agreement is set forth below, this Certificate does not purport to summarize 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 requested from the Trustee by writing to the Trustee at the Corporate Trust Office. To the extent not defined herein, the capitalized terms used herein have the meanings ascribed to them in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement, as amended and supplemented from time to time, FCCF by virtue of the acceptance hereof assents and is bound. The Receivables consist of Principal Receivables which arise generally from the purchase of merchandise and services and amounts advanced to cardholders as cash advances and Finance Charge Receivables which arise generally from Periodic Finance Charges, Cash Advance Fees, Late Fees, annual membership fees and other fees and charges with respect to the Accounts. This Certificate is the Base Certificate, which represents FCCF's interest in certain assets of the Trust, including the right to receive a portion of the Collections and other amounts at the times and in the amounts specified in the Agreement. The aggregate interest represented by the Base Certificate at any time in the Receivables in the Trust shall not exceed the Transferors' Interest at such time. In addition to the Base Certificate, (i) Investor Certificates will be issued to investors pursuant to the Agreement, which will represent the Certificateholders' Interest, and (ii) Supplemental Certificates may be issued pursuant to the Agreement, which will represent that portion of the Transferors' Interest not allocated to FCCF. This Base Certificate shall not represent any interest in the Collection Account, the Excess Funding Account or the Series Accounts, except as expressly provided in the Agreement, or any Series Enhancements. FCCF has entered into the Agreement, and this Certificate is issued, with the intention that, except as otherwise provided for in any Supplement, for Federal, state and local income and franchise tax purposes only, the Investor Certificates will qualify as indebtedness secured by the Receivables. FCCF, by entering into the Agreement and by the acceptance of this Certificate, agrees to treat such Investor Certificates for Federal, state and local income and franchise tax purposes as indebtedness. Unless the certificate of authentication hereon has been executed by or on behalf of the Trustee, by manual or facsimile signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose. A-2 IN WITNESS WHEREOF, FCCF caused this Certificate to be duly executed. FLEET CREDIT CARD FUNDING, LLC By: ________________________ Name: Title: Dated: TRUSTEE'S CERTIFICATE OF AUTHENTICATION This is the Base Certificate described in the within-mentioned Agreement. BANKERS TRUST COMPANY, as Trustee By: ________________________ Authorized Officer A-3 EXHIBIT B FORM OF ASSIGNMENT OF RECEIVABLES IN ADDITIONAL ACCOUNTS ASSIGNMENT No. ____ OF RECEIVABLES IN ADDITIONAL ACCOUNTS, dated as of __________ ____, ____ by and among Fleet Credit Card Funding, LLC, a Delaware limited liability company ("FCCF"), as Transferor (the "Transferor"), Fleet Bank (RI), National Association, as Servicer (the "Servicer"), [[__________], an Additional Transferor] ([__________] and, together with [FCCF], the "Participating Transferor(s)") and Bankers Trust Company, a banking corporation organized and existing under the laws of the State of New York (the "Trustee"), pursuant to the Pooling and Servicing Agreement referred to below. W I T N E S S E T H: - - - - - - - - - - WHEREAS the Participating Transferor(s), the Servicer, and the Trustee are parties to the Amended and Restated Pooling and Servicing Agreement, dated as of December 1, 1993 as amended and restated as of January 1, 2002 (hereinafter as such agreement may have been, or may from time to time be, amended, supplemented or otherwise modified, the "Agreement"); WHEREAS pursuant to the Agreement, the Participating Transferor(s) wish[es] to designate Additional Accounts to be included as Accounts and to convey the Receivables in such Additional Accounts, whether existing in such Additional Accounts on the Addition Cut-Off Date or thereafter created, to the Trustee (as each such term is defined in the Agreement); WHEREAS the Trustee is willing to accept designation and conveyance subject to the terms and conditions hereof; and WHEREAS the Servicer is willing to service the Receivables hereby conveyed under the terms and conditions specified in the Agreement and herein. NOW, THEREFORE, the Participating Transferor(s), the Servicer and the Trustee hereby agree as follows: 1. Defined Terms. All capitalized terms used herein shall have the meanings ascribed to them in the Agreement unless otherwise defined herein. "Addition Cut-Off Date" shall mean __________ ____, ____. "Addition Date" shall mean, with respect to the Additional Accounts, __________ ____, ____. "Additional Accounts" shall mean the Additional Accounts, as defined in the Agreement, that are designated hereby and listed on Schedule 1 hereto. "Notice Date" shall mean, with respect to the Additional Accounts designated hereby, the fifth Business Day prior to the Addition Date. B-1 2. Designation of Additional Accounts. The Servicer does hereby deliver herewith a computer file or microfiche list containing a true and complete schedule identifying all the Additional Accounts, specifying for each such Additional Account, as of the Addition Cut-Off Date, its account number, its collection status, the aggregate amount of Receivables outstanding in such Additional Account and the aggregate amount of Principal Receivables in such Additional Account. Such computer file or microfiche list shall be, as of the date of this Assignment, incorporated into and made part of this Assignment and the Agreement and is marked as Schedule 1 to this Assignment. 3. Conveyance of Receivables. (a) Each of the Participating Transferor(s) do[es] hereby transfer, assign, set over and otherwise convey to the Trustee, without recourse, all of its right, title and interest in and to (i) the Receivables now existing and hereafter created from time to time until the termination of the Trust and arising in connection with the Additional Accounts, (ii) all monies due or to become due and all amounts received with respect to such Receivables and (iii) all proceeds (including "proceeds" as defined in the UCC) of and Collections of such Receivables, including Insurance Proceeds and Recoveries relating to such Receivables, and (iv) to the extent not otherwise included in such Receivables, Allocated Interchange allocable to such Accounts. The foregoing transfer, assignment, set over and conveyance does not constitute and is not intended to result in a creation or an assumption by the Trust, the Trustee or any Investor Certificateholder of any obligation of the Servicer, the Participating Transferor(s) or any other Person in connection with the Additional Accounts, the Receivables or under any agreement or instrument relating thereto, including, without limitation, any obligation to any Obligors, VISA, MasterCard or insurers. (b) In connection with such transfer, assignment, set over and conveyance, [the/each] Participating Transferor agrees to record and file, at its own expense, any financing statements (and continuation statements and amendments with respect to such financing statements when applicable) with respect to the Receivables now existing and hereafter created in the Additional Accounts, meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect the transfer and assignment of such Receivables to the Trust, and to deliver file-stamped copies of such financing statements or other evidence of such filings (which may, for purposes of this Section 3, consist of a telecopy of file-stamped copies of such financing statements, continuation statements, or amendments, with the original of such file-stamped financing statement delivered within 24 hours) to the Trustee on or prior to the date of this Assignment. The Trustee shall be under no obligation whatsoever to file such financing statement, continuation statement or amendment to such financing statement, or make any other filing under the UCC in connection with such transfer. (c) In connection with such conveyance, each Participating Transferor has, at its own expense, on or prior to the Addition Date, indicated and identified in its books and records (including its computer files) that all Receivables created in connection with the Additional Accounts have been conveyed to the Trustee pursuant to this Assignment for the benefit of the Certificateholders, by identifying such Additional Accounts in such Participating Transferor's computer files by including such Participating Transferor's Code "____" or "____" in the PORTF_CD field of such Participating Transferor's computer files (the "Code"). [The/Each] Participating Transferor agrees not to alter the Code or the field referenced above with respect to any such Additional Account during the term of this Assignment and the Agreement unless and B-2 until such Additional Accounts become Removed Accounts or unless and until (i) such Participating Transferor shall give written notice of any such alteration to the Trustee, such written notice to be as of the date of its receipt by the Trustee incorporated into and made part of this assignment and the Agreement, and (ii) the Trustee and such Participating Transferor shall execute and file any UCC financing statement or amendment thereof necessitated by such alteration; provided, that such Participating Transferor may alter the Code of any such Additional Account from "____" to "____" during the term of this Assignment and the Agreement without providing any notice to the Trustee or filing any UCC financing statements or amendment thereof. (d) The parties hereto intend that each transfer of Receivables and other property pursuant to this Assignment constitutes a sale, and not a secured borrowing, for accounting purposes. If and to the extent that the foregoing conveyance is not deemed to be a sale, [the/each] Participating Transferor hereby grants to the Trustee a first priority perfected security interest in all of such Participating Transferor's right, title and interest in and to (i) the Receivables now existing and hereafter created and arising in connection with the Additional Accounts, (ii) all monies due to or to become due and all amounts received with respect thereto, (iii) all proceeds (including "proceeds" as defined in the UCC) of and Collections of such Receivables, including Insurance Proceeds and Recoveries relating thereto and (iv) to the extent not otherwise included in the Receivables, Allocated Interchange allocable to such Accounts. This Assignment shall constitute a security agreement under applicable law. 4. Acceptance by Trustee. Subject to the satisfaction of the conditions set forth in Section 6 of this Assignment, the Trustee hereby acknowledges its acceptance of all right, title and interest in and to the property, now existing and hereafter created, conveyed to the Trustee pursuant to subsection 3(a) of this Assignment, and declares that it shall maintain such right, title and interest upon the trust set forth in the Agreement for the benefit of all the Investor Certificateholders. Subject to the satisfaction of the conditions set forth in Section 6 of this Assignment, the Trustee hereby acknowledges its acceptance of a security interest in all right, title and interest in and to the property, now existing and hereafter created, granted to the Trustee pursuant to subsection 3 (d) of this Assignment, and declares that it shall maintain such right, title and interest, upon the trust set forth in the Agreement for the benefit of all the Certificateholders and further acknowledges that, prior to or simultaneously with the execution and delivery of this Assignment, the Participating Transferors delivered to the Trustee the computer file or microfiche list described in Section 2 of this Agreement. 5. Representations and Warranties of the Participating Transferor(s). [The/Each] Participating Transferor hereby represents and warrants to the Trustee, on behalf of the Trust, as of the date of this Assignment and as of the Addition Date, that: (a) Legal, Valid and Binding Obligation. This Assignment constitutes a legal, valid and binding obligation of such Participating Transferor, enforceable against such Participating Transferor in accordance with its terms, except as such enforceability may be subject to bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability relating to or affecting creditors' rights, and to general principles of equity; (b) List of Accounts. As of the Addition Date, to the best knowledge of such Participating Transferor, the computer file or microfiche list of Additional Accounts complies with the requirements of Section 2 hereof. B-3 (c) Eligibility of Receivables. As of the Addition Cut-Off Date, to the best knowledge o such Participating Transferor, each Receivable in the related Additional Accounts is an Eligible Receivable in all material respects; (d) Selection Procedures. No selection procedures believed by such Participating Transferor to be adverse to the interests of Investor Certificateholders of any Series was utilized in selecting the Additional Accounts from the available Eligible Accounts available to such Participating Transferor; (e) Insolvency. Such Participating Transferor is not insolvent and will not be made insolvent by the transfer of the Receivables of the Additional Accounts, and such transfer has not been made after the commission of an act of insolvency or in contemplation thereof or with a view to the preference of one creditor over another or with the intent to hinder, delay or defraud such Participating Transferor or any creditor of such Participating Transferor; (f) Security Interest. This Assignment constitutes a valid and continuing security interest in favor of the Trustee in (i) the Receivables now existing and hereafter created from time to time until the termination of the Trust and arising in connection with the Additional Accounts, (ii) all monies due or to become due and all amounts received with respect to such Receivables and (iii) all proceeds (including "proceeds" as defined in the UCC) of and Collections of such Receivables, including Insurance Proceeds and Recoveries relating to such Receivables, and (iv) to the extent not otherwise included in such Receivables, Allocated Interchange allocable to such Accounts, such security interest is prior to all other Liens and is enforceable as such as against creditors of and purchasers from the Participating Transferor and which, in the case of existing Receivables in the Additional Accounts and the proceeds thereof, including Insurance Proceeds and Recoveries, is enforceable upon the conveyance of the Receivables to the Trustee, and which will be enforceable with respect to the Receivables hereafter created in respect of the Additional Accounts and the proceeds thereof upon such creation. Upon the filing of the financing statements or amendments thereof described in Section 3 of this Assignment and, in the case of the Receivables of the Additional Accounts thereafter created and the proceeds thereof, upon such creation, the Trustee shall have a first priority perfected security interest in such property, except for (i) Liens permitted under subsection 2.07(b) of the Agreement, (ii) the interests of the holders of the Transferors' Interest under the Agreement and (iii) the right to receive interest and investment earnings (net of losses and investment expenses) in respect of the Collection Account or any Series Account as provided in the Agreement. The Receivables described in Section 3 of this Assignment constitute "accounts" within the meaning of the applicable UCC; (g) Creation. At the time of its transfer of any Receivable to the Trustee pursuant to this Assignment, the Transferor owned and had good and marketable title to such Receivables free and clear of any Lien, claim or encumbrance of any Person; (h) Perfection. The Participating Transferor has caused or will have caused, within 10 days of the initial execution of this Assignment, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in B-4 order to perfect the security interest in the Receivables granted to the Trustee pursuant to this Assignment; (i) Priority. Other than the security interest granted to the Trustee pursuant to this Assignment, the Participating Transferor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed the Receivables described in Section 3 of this Assignment. The Participating Transferor has not authorized the filing of and is not aware of any financing statements against the Participating Transferor that cover such Receivables other than any financing statement relating to the transfer and security interest granted to the Trustee pursuant to this Assignment or that has been terminated. The Participating Transferor is not aware of any judgment or tax lien filings against the Participating Transferor; (j) No Pay Out Event. The addition of any Receivable in the Additional Accounts designated hereby on the Addition Date will not, in the reasonable belief of such Participating Transferor, cause a Pay Out Event to occur. 6. Conditions Precedent. The acceptance of the Trustee set forth in Section 4 of this Assignment and the amendment of the Agreement as set forth in Section 7 of this Assignment are subject to the satisfaction, on or prior to the Addition Date, of the following conditions precedent: (a) Representations and Warranties. Each of the representations and warranties made by the Participating Transferor(s) in Section 5 of this Assignment shall be true and correct as of the Addition Date. (b) Officer's Certificate. The Participating Transferor(s) shall have delivered to the Trustee an Officer's Certificate confirming the items set forth in subsections 2.08(c)(ii) through (vi) of the Agreement. (c) Opinion of Counsel. The Participating Transferor shall have delivered to the Trustee Opinions of Counsel with respect to the Additional Accounts designated hereby substantially in the form of Exhibit G-2 to the Agreement and as required pursuant to subsections 13.02(d) and 2.08(c)(vi) of the Agreement. [(d) Rating Agencies. The Rating Agency Condition shall have been satisfied.] 7. Amendment of the Agreement. The Agreement is hereby amended by providing that all references to the "Pooling and Servicing Agreement", to "this Agreement" and "herein" shall be deemed from and after the Addition Date to be a reference to the Agreement as supplemented by this Assignment. Except as expressly amended hereby, all of the representations, warranties, terms, covenants and conditions of the Agreement shall remain unamended and shall continue to be and shall remain in full force and effect in accordance with its terms and except as expressly provided herein shall not constitute or be deemed to constitute a waiver of compliance with or consent to noncompliance with any term or provision of the Agreement. 8. Counterparts. This Assignment may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument. B-5 9. Governing Law. This Assignment shall be construed in accordance with the laws of the State of New York, without reference to its conflict of law provisions, and the obligation, rights and remedies of the parties hereunder shall be determined in accordance with such laws. B-6 IN WITNESS WHEREOF, the undersigned have caused this Assignment of Additional Accounts to be duly executed and delivered by their respective duly authorized officers on the day and the year first above written. FLEET CREDIT CARD FUNDING, LLC, [Participating] Transferor By: ____________________ Title: [-------------------], Participating Transferor, By: ____________________ Title: FLEET BANK (RI), NATIONAL ASSOCIATION, Servicer By: ____________________ Title: BANKERS TRUST COMPANY, Trustee, By: ____________________ Title: B-7 EXHIBIT C FORM OF REASSIGNMENT OF RECEIVABLES IN REMOVED ACCOUNTS REASSIGNMENT No. OF RECEIVABLES dated as of __________, ____,(1) by and among Fleet Credit Card Funding, LLC, a Delaware limited liability company ("FCCF"), as Transferor, Fleet Bank (RI), National Association, as Servicer, [__________], an Additional Transferor ([__________] and, together with [FCCF], the "Participating Transferors"), and Bankers Trust Company, a New York banking corporation (the "Trustee"), pursuant to the Amended and Restated Pooling and Servicing Agreement referred to below. W I T N E S S E T H: - - - - - - - - - - WHEREAS the Participating Transferors, [_____________] and the Trustee are parties to the Amended and Restated Pooling and Servicing Agreement dated as of December 1, 1993 as amended and restated as of January 1, 2002 (as amended and supplemented, the "Agreement"); WHEREAS pursuant to the Agreement, the Participating Transferors wish to remove from the Trust all Receivables in certain designated Accounts (the "Removed Accounts") and to cause the Trustee to reconvey the Receivables of such Removed Accounts, whether now existing or hereafter created, to the Participating Transferors; and WHEREAS the Trustee is willing to accept such designation and to reconvey the Receivables in the Removed Accounts subject to the terms and conditions hereof; NOW, THEREFORE, the Participating Transferors and the Trustee hereby agree as follows: 1. Defined Terms. All terms defined in the Agreement and used herein shall have such defined meanings when used herein, unless otherwise defined herein. "Removal Date" shall mean, with respect to the Removed Accounts, _________ __, ____. "Removal Notice Date" shall mean, with respect to the Removed Accounts, ________ __, ____. "Removed Accounts" shall mean the Removed Accounts, as defined in the Agreement, that are designated hereby and listed on the computer file or microfiche list described in Section 2 hereof. 2. Designation of Removed Accounts. On or before the date that is 10 Business Days after the Removal Date, the Participating Transferors will deliver to the Trustee a computer file or microfiche list containing a true and complete schedule identifying all Accounts the - -------- (1) To be dated as of the Removal Date. C-1 Receivables of which are being removed from the Trust, specifying for each Removed Account, as of the Removal Notice Date, its account number, the aggregate amount outstanding in each Removed Account and the aggregate amount of Principal Receivables in each Removed Account, which computer file or microfiche list shall supplement Schedule 1 to the Agreement. 3. Conveyance of Receivables. (a) The Trustee does hereby transfer, assign, set over and otherwise convey to each Participating Transferor, without recourse, on and after the Removal Date, all right, title and interest of the Trustee in, to and under the Receivables existing at the close of business on the Removal Date and thereafter created from time to time in the Removed Accounts, all monies due or to become due and all amounts received with respect thereto and all proceeds thereof but excluding all Recoveries relating thereto. (b) In connection with such transfer, the Trustee agrees to execute and deliver to the Participating Transferors on or prior to the date this Reassignment is delivered, applicable termination statements with respect to the Receivables existing at the close of business on the Removal Date and thereafter created from time to time in the Removed Accounts and the proceeds thereof evidencing the release by the Trustee of its interest in the Receivables in the Removed Accounts, and meeting the requirements of applicable state law, in such manner and such jurisdictions as are necessary to terminate such interest. 4. Representations and Warranties of the Participating Transferors. Each of the Participating Transferors hereby severally represents and warrants to the Trustee, as of the Removal Date: (a) Legal, Valid and Binding Obligation. This Reassignment constitutes a legal, valid and binding obligation of such Participating Transferor, enforceable against such Participating Transferor in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors' rights in general and except as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity); (b) Pay Out Event. Such Participating Transferor reasonably believes that (A) the removal of the Receivables existing in the Removed Accounts will not, based on the facts known to such Participating Transferor, then or thereafter cause a Pay Out Event to occur with respect to any Series and (B) no selection procedure was utilized by such Participating Transferor which would result in a selection of Removed Accounts that would be materially adverse to the interests of the Investor Certificateholders of any Series as of the Removal Date. (c) List of Removed Accounts. The list of Removed Accounts delivered pursuant to subsection 2.09(b) of the Agreement, as of the Removal Date, is true and complete in all material respects. 5. Ratification of Agreement. As supplemented by this Reassignment, the Agreement is in all respects ratified and confirmed and the Agreement as so supplemented by this Reassignment shall be read, taken and construed as one and the same instrument. C-2 6. Counterparts. This Reassignment 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. 7. GOVERNING LAW. THIS REASSIGNMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. IN WITNESS WHEREOF, the Participating Transferors and the Trustee have caused this Reassignment to be duly executed by their respective officers as of the day and year first above written. FLEET CREDIT CARD FUNDING, LLC, [Participating] Transferor By: ____________________ Title: [-------------------], Participating Transferor, By: ____________________ Title: FLEET BANK (RI), NATIONAL ASSOCIATION, Servicer By: ____________________ Title: BANKERS TRUST COMPANY, Trustee, By: ____________________ Title: C-3 EXHIBIT D FORM OF ANNUAL SERVICER'S CERTIFICATE (To be delivered on or before November 30 of each calendar year beginning with November 30, 1994, pursuant to Section 3.05 of the Pooling and Servicing Agreement referred to below) FLEET BANK (RI), NATIONAL ASSOCIATION ---------------------------- FLEET CREDIT CARD MASTER TRUST II ---------------------------- The undersigned, a duly authorized representative of Fleet Bank (RI), National Association, as Servicer ("Fleet"), pursuant to the Amended and Restated Pooling and Servicing Agreement dated as of December 1, 1993 and amended and restated as of January 1, 2002 (as amended and supplemented, the "Agreement"), among Fleet Credit Card Funding, LLC, as Transferor, Fleet, as Servicer, and Bankers Trust Company, as Trustee, does hereby certify that: 1. Fleet is, as of the date hereof, the Servicer under the Agreement. Capitalized terms used in this Certificate have their respective meanings as set forth in the Agreement. 2. The undersigned is a Servicing Officer who is duly authorized pursuant to the Agreement to execute and deliver this Certificate to the Trustee. 3. A review of the activities of the Servicer during the period ended September 30, ____, and of its performance under the Agreement was conducted under my supervision. 4. Based on such review, the Servicer has, to the best of my knowledge, performed in all material respects its obligations under the Agreement throughout such year and no default in the performance of such obligations has occurred or is continuing except as set forth in paragraph 5 below. 5. The following is a description of each default in the performance of the Servicer's obligations under the provisions of the Agreement known to me to have been made by the Servicer during the period ended September 30, ____, which sets forth in detail (i) the nature of each such default, (ii) the action taken by the Servicer, if any, to remedy each such default and (iii) the current status of each such default: [If applicable, insert "None."] D-1 IN WITNESS WHEREOF, the undersigned has duly executed this Certificate this ___ day of _________, _____. FLEET BANK (RI), NATIONAL ASSOCIATION, Servicer, by ------------------------- Name: Title: D-2 EXHIBIT E-1 THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED OR SOLD EXCEPT IN COMPLIANCE WITH THE REGISTRATION PROVISIONS OF THE 1933 ACT AND ANY APPLICABLE PROVISIONS OF ANY STATE BLUE SKY OR SECURITIES LAWS OR PURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION PROVISIONS. THE TRANSFER OF THIS CERTIFICATE IS SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. THIS CERTIFICATE MAY NOT BE ACQUIRED BY OR FOR THE ACCOUNT OF A BENEFIT PLAN (AS DEFINED BELOW). E-1 EXHIBIT E-2 [FORM OF UNDERTAKING LETTER] [Date] [Bankers Trust Company Four Albany Street New York, New York 10006 Attention: Corporate Trust and Agency Group/Structured Finance Group] [Fleet Credit Card Funding, LLC 680 Blair Mill Road Suite PA EH 066 01L Horsham, Pennsylvania 19044 Attention: Linda Morris, General Counsel to Fleet Credit Card Funding, LLC] Re: Purchase of $__________ principal amount of Fleet Credit Card Master Trust II, [____%] [Floating Rate] Asset Backed Certificates, Series [____] Dear Sirs: In connection with our purchase of the above Asset Backed Certificates (the "Certificates") we confirm that: (i) we understand that the Certificates are not being registered under the Securities Act of 1933, as amended (the "1933 Act"), and are being sold to us in a transaction that is exempt from the registration requirements of the 1933 Act; (ii) any information we desire concerning the Certificates or any other matter relevant to our decision to purchase the Certificates is or has been made available to us; (iii) we have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Certificates, and we (and any account for which we are purchasing under paragraph (iv) below) are able to bear the economic risk of an investment in the Certificates; we (and any account for which we are purchasing under paragraph (iv) below) are an "accredited investor" (as such term is defined in Rule 501(a)(1), (2) or (3) of Regulation D under the 1933 Act); and we are not, and none of such accounts is, a Benefit Plan; (iv) we are acquiring the Certificates for our own account or for accounts as to which we exercise sole investment discretion and not with a view to any distribution of the Certificates, subject nevertheless to the understanding that the disposition of our property shall at all times be and remain within our control; E-2-1 (v) we agree that the Certificates must be held indefinitely by us unless subsequently registered under the 1933 Act or an exemption is available from any registration requirements of that Act and any applicable state securities law; (vi) we agree that in the event that at some future time we wish to dispose of or exchange any of the Certificates (such disposition or exchange not being currently foreseen or contemplated), we will not transfer or exchange any of the Certificates unless: (A)(1) the sale is to an Eligible Purchaser (as defined below), (2) a letter to substantially the same effect as paragraphs (i), (ii), (iii), (iv), (v) and (vi) of this letter is executed promptly by the purchaser and (3) all offers or solicitations in connection with the sale, whether directly or through any agent acting on our behalf, are limited only to Eligible Purchasers and are not made by means of any form of general solicitation or general advertising whatsoever; or (B) the Certificates are transferred pursuant to Rule 144 under the 1933 Act by us after we have held them for more than three years; or (C) the Certificates are sold in any other transaction that does not require registration under the 1933 Act and, if the Transferors, the Servicer, the Trustee or the Transfer Agent and Registrar so requests, we therefore have furnished to such party an opinion of counsel satisfactory to such party, in form and substance satisfactory to such party, to such effect; or (D) the Certificates are transferred pursuant to an exception from the registration requirements of the 1933 Act under Rule 144A under the 1933 Act; and (vii) we understand that the Certificates will bear a legend to substantially the following effect: "THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE REGISTRATION PROVISIONS OF THE 1933 ACT AND ANY APPLICABLE PROVISIONS OF ANY STATE BLUE SKY OR SECURITIES LAWS OR PURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH PROVISIONS. THE TRANSFER OF THIS CERTIFICATE IS SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN." "THIS CERTIFICATE MAY NOT BE ACQUIRED BY OR FOR THE ACCOUNT OF A BENEFIT PLAN (AS DEFINED BELOW)." The first paragraph of this legend may be removed if the Transferors, the Servicer, the Trustee and the Transfer Agent and Registrar have received an opinion of counsel satisfactory to them, in form and substance satisfactory to them, to the effect that such paragraph may be removed. E-2-2 "Eligible Purchaser" means either an Eligible Dealer or a corporation, partnership or other entity which we have reasonable grounds to believe and do believe can make representations with respect to itself to substantially the same effect as the representations set forth herein. "Eligible Dealer" means any corporation or other entity the principal business of which is acting as a broker or dealer in securities. "Benefit Plan" means any employee 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. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Pooling and Servicing Agreement dated as of December 1, 1993, as amended and restated as of January 1, 2002 and as thereafter amended and supplemented, among Fleet Credit Card Funding, LLC, Fleet Bank (RI), National Association and Bankers Trust Company, as trustee. Very truly yours, ---------------------------- (Name of Purchaser) by _________________________ (Authorized Officer) E-2-3 EXHIBIT E-3 THIS CERTIFICATE MAY NOT BE ACQUIRED BY OR FOR THE ACCOUNT OF A BENEFIT PLAN (AS DEFINED BELOW).(1) - -------- (1) The following text should be included in any Certificate in which the above legend appears: The [Certificates] may not be acquired by or for the account of any employee 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 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 Certificate, the applicable Certificate Owner or Owners shall be deemed to have represented and warranted that it or they are not Benefit Plans. E-3-1 EXHIBIT F-1 [FORM OF CLEARANCE SYSTEM CERTIFICATE TO BE GIVEN TO THE TRUSTEE BY EUROCLEAR OR CLEARSTREAM BANKING FOR DELIVERY OF DEFINITIVE CERTIFICATES IN EXCHANGE FOR A PORTION OF A TEMPORARY GLOBAL SECURITY] FLEET CREDIT CARD MASTER TRUST II, [____%] [Floating Rate] Asset Backed Certificates, Series [____] [Insert title or sufficient description of Certificates to be delivered] We refer to that portion of the temporary Global Certificate in respect of the above-captioned issue which is herewith submitted to be exchanged for definitive Certificates (the "Submitted Portion") as provided in the Amended and Restated Pooling and Servicing Agreement dated as of December 1, 1993 and amended and restated as of January 1, 2002 (as amended and supplemented, the "Agreement") in respect of such issue. This is to certify that (i) we have received a certificate or certificates, in writing or by tested telex, with respect to each of the persons appearing in our records as being entitled to a beneficial interest in the Submitted Portion and with respect to such persons beneficial interest either (a) from such person, substantially in the form of Exhibit F-2 to the Agreement, or (b) from [____________________], substantially in the form of Exhibit F-3 to the Agreement, and (ii) the Submitted Portion includes no part of the temporary Global Certificate excepted in such certificates. We further certify that as of the date hereof we have not received any notification from any of the persons giving such certificates to the effect that the statements made by them with respect to any part of the Submitted Portion are no longer true and cannot be relied on as of the date hereof. We understand that this certificate is required in connection with certain securities and tax laws of the United States of America. If administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize you to produce this certificate or a copy thereof to any interested party in such proceedings. Dated: __________ ____, ____(1) [Euroclear Bank S.A./N.V. as operator of the Euroclear System](2) [Clearstream Banking, societe anonyme](2) by ________________________ - -------- (1) To be dated on the Exchange Date. (2) Delete the inappropriate reference. F-1-2 EXHIBIT F-2 [FORM OF CERTIFICATE TO BE DELIVERED TO EUROCLEAR OR CLEARSTREAM BANKING BY [INSERT NAME OF MANAGER] WITH RESPECT TO REGISTERED CERTIFICATES SOLD TO QUALIFIED INSTITUTIONAL BUYERS] FLEET CREDIT CARD MASTER TRUST II, [____%] [Floating Rate] Asset Backed Certificates, Series [____] In connection with the initial issuance and placement of the above referenced Asset Backed Certificates (the "Certificates"), an institutional investor in the United States ("institutional investor") is purchasing U.S. $__________ aggregate principal amount of the Certificates held in our account at [Euroclear Bank S.A./N.V., as operator of the Euroclear System] [Clearstream Banking, societe anonyme] on behalf of such investor. We reasonably believe that such institutional investor is a qualified institutional buyer as such term is defined under Rule 144A of the Securities Act of 1933, as amended. [We understand that this certificate is required in connection with United States laws. We irrevocably authorize you to produce this certificate or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered by this certificate.] The Definitive Certificates in respect of this certificate are to be issued in registered form in the minimum denomination of U.S. $__________ and such Definitive Certificates (and, unless the Pooling and Servicing Agreement or Supplement relating to the Certificates otherwise provides, any Certificates issued in exchange or substitution for or on registration of transfer of Certificates) shall bear the following legend: "THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933. NEITHER THIS CERTIFICATE NOR ANY PORTION HEREOF MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (EACH AS DEFINED HEREIN), EXCEPT IN COMPLIANCE WITH THE REGISTRATION PROVISIONS OF SUCH ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION PROVISIONS. THE TRANSFER OF THIS CERTIFICATE IS F-2-1 SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. THIS CERTIFICATE CANNOT BE EXCHANGED FOR A BEARER CERTIFICATE." Dated: __________ ____, ____ [-------------------------] By ________________________ Authorized Officer F-2-2 EXHIBIT F-3 [FORM OF CERTIFICATE TO BE DELIVERED TO EUROCLEAR OR CLEARSTREAM BANKING BY A BENEFICIAL OWNER OF CERTIFICATES, OTHER THAN A QUALIFIED INSTITUTIONAL BUYER] FLEET CREDIT CARD MASTER TRUST II, [____%] [Floating Rate] Asset Backed Certificates, Series [____] This is to certify that as of the date hereof and except as provided in the third paragraph hereof, the above-captioned Certificates held by you for our account (i) are owned by a person that is a United States Person, or (ii) are owned by a United States Person that is (A) the foreign branch of a United States financial institution (as defined in U.S. Treasury Regulations Section 1.165-12(c)(1)(v)) (a "financial institution") purchasing for its own account or for resale, or (B) a United States person who acquired the Certificates through the foreign branch of a financial institution and who holds the Certificates through the financial institution on the date hereof (and in either case (A) or (B), the financial institution hereby agrees to comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986, as amended, and the regulations thereunder), or (iii) are owned by a financial institution for purposes of resale during the Restricted Period (as defined in U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)). In addition, financial institutions described in clause (iii) of the preceding sentence (whether or not also described in clause (i) or (ii)) certify that they have not acquired the Certificates for purposes of resale directly or indirectly to a United States Person or to a person within the United States or its possessions. We undertake to advise you by tested telex if the above statement as to beneficial ownership is not correct on the date of delivery of the above-captioned Certificates in bearer form with respect to such of said Certificates as then appear in your books as being held for our account. This certificate excepts and does not related to U.S. $__________ principal amount of Certificates held by you for our account, as to which we are not yet able to certify beneficial ownership. We understand that delivery of Definitive Certificates in such principal amount cannot be made until we are able to so certify. We understand that this certificate is required in connection with certain securities and tax laws of the United States of America. If administrative or legal proceedings are commenced or threatened in connection with this certificate is or would be relevant, we irrevocably authorize you to produce this certificate or a copy thereof to any interested party in such proceedings. As used herein, "United States" means the United States of America (including the States and the District of Columbia), its territories, its possessions and other areas subject to its jurisdiction; and "United States Person" means a citizen or resident of the United States, a corporation, partnership or other entity created or organized in or under the laws of the United States, or any political F-3-1 subdivision thereof, or an estate or trust the income of which is subject to United States federal income taxation regardless of its source. Dated: (1) By: _________________________________ As, or as agent for, the beneficial owner(s) of the interest in the Certificates to which this certificate relates. F-3-2 - -------- (1) This Certificate must be dated on the earlier of the date of the first actual payment of interest in respect of the Certificates and the date of delivery of the Certificates in definitive form. EXHIBIT G-1 FORM OF OPINION OF COUNSEL WITH RESPECT TO AMENDMENTS Provisions to be included in Opinion of Counsel to be delivered pursuant to Section 13.02(d)(i) The opinions set forth below may be subject to all the qualifications, assumptions, limitations and exceptions taken or made in the Opinions of Counsel delivered on any applicable Closing Date. (i) The amendment to the [Pooling and Servicing Agreement], [Supplement], attached hereto as Schedule 1 (the "Amendment"), has been duly authorized, executed and delivered by the Transferors and constitutes the legal, valid and binding agreement of the Transferors, enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws from time to time in effect affecting creditors' rights generally or the rights of creditors of national banking associations. The enforceability of the Transferors' obligations is also subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (ii) The Amendment has been entered into in accordance with the terms and provisions of Section 13.01 of the Pooling and Servicing Agreement. G-1-1 EXHIBIT G-2 FORM OF OPINION OF COUNSEL WITH RESPECT TO ACCOUNTS Provisions to be included in Opinion of Counsel to be delivered pursuant to Section 13.02(d)(ii) or (iii) The opinions set forth below may be subject to all the qualifications, assumptions, limitations and exceptions taken or made in the Opinions of Counsel delivered on any applicable Closing Date. 1. The Receivables constitute "accounts" as defined in the UCC. 2. The Amended and Restated Pooling and Servicing Agreement creates in favor of the Trustee a security interest in the Receivables and the proceeds thereof. Such security interest is perfected and of first priority. G-2-1 SCHEDULE 1 List of Accounts EX-4.4 11 w52666a1ex4-4.txt AMEND. NO. 1 TO THE AMENDED & RESTATED POOLING EXHIBIT 4.4 FORM OF AMENDMENT NUMBER 1 TO THE AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT THIS AMENDMENT NUMBER 1 TO THE AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT, dated as of April __, 2002 (this "Amendment") is among FLEET BANK (RI), NATIONAL ASSOCIATION ("Fleet"), a national banking association, as Servicer, FLEET CREDIT CARD FUNDING TRUST ("FCCF"), a Delaware business trust, as Transferor, and BANKERS TRUST COMPANY, a New York banking corporation, as Trustee (the "Trustee") under the Amended and Restated Pooling and Servicing Agreement, dated as of December 1, 1993 and amended and restated as of January 1, 2002 (the "Pooling and Servicing Agreement"), among Fleet, as Servicer, FCCF, as Transferor and Bankers Trust Company, as Trustee for the Fleet Credit Card Master Trust II. RECITALS WHEREAS, Fleet and FCCF wish to amend the Pooling and Servicing Agreement as provided herein in accordance with Section 13.01(a) of the Pooling and Servicing Agreement and the Trustee is willing to consent to such amendment upon the terms provided for herein. NOW THEREFORE, in consideration of the premises and the agreements contained herein, the parties hereto agree as follows: SECTION 1. Amendment to the Introductory Paragraph to the Pooling and Servicing Agreement. The introductory paragraph to the Pooling and Servicing Agreement is hereby amended and restated in its entirety to read as follows: AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT dated and effective as of December 1, 1993, as amended and restated as of January 1, 2002, among FLEET BANK (RI), NATIONAL ASSOCIATION, a national banking association, as Servicer, FLEET CREDIT CARD FUNDING TRUST, a Delaware business trust, as Transferor, and BANKERS TRUST COMPANY, a New York banking corporation, as Trustee. SECTION 2. Amendments to Definitions. Section 1.01 of the Pooling and Servicing Agreement shall be and hereby is amended as follows: (a) The second sentence of the definition of "Defaulted Receivables" is amended to read in its entirety as follows: A Principal Receivable shall become a Defaulted Receivable on the day on which such Principal Receivable is recorded as charged off on the Servicer's computer master file of consumer revolving credit card accounts but, in any event, shall be deemed a Defaulted Receivable no later than the last day of the Monthly Period in which the related Account becomes 180 days Contractually Delinquent unless the Obligor cures such default by making a partial payment which satisfies the criteria for curing delinquencies set forth in the applicable Credit Card Guidelines. (b) The definition of "FCCF" is hereby amended to read in its entirety as follows: "FCCF" shall mean Fleet Credit Card Funding Trust, a Delaware business trust, and its successors and assigns. (c) The definition of "Requirements of Law" is hereby amended to read in its entirety as follows: "Requirements of Law" with respect to any Person shall mean the certificate of incorporation, certificate of formation, certificate of trust or articles of association and by-laws, limited liability company agreement, trust agreement or other organizational or governing documents of such Person, and any law, treaty, rule or regulation, or determination of an arbitrator or Governmental Authority, in each case applicable to or binding upon such Person or to which such Person is subject, whether Federal, state or local (including, without limitation, usury laws, the Federal Truth in Lending Act and Regulation Z and Regulation B of the Board of Governors of the Federal Reserve System). SECTION 3. Representations and Warranties of the Transferors Relating to the Transferors. Subsections 2.03(a) and 2.03(b) of the Pooling and Servicing Agreement shall be and hereby are amended to read in their entireties, as follows: (a) Organization and Good Standing. Such Transferor is a national banking association, a corporation, a limited liability company or a business trust, duly organized, created or formed and validly existing in good standing under the laws of the jurisdiction of its organization, incorporation, creation or formation and has full power, authority and legal right to own its properties and conduct its consumer revolving lending business or its receivables purchase and transfer business as such properties are presently owned and such business is presently conducted, to execute, deliver and perform its obligations under the Receivables Purchase Agreement and each Assignment thereunder and under this Agreement and each Supplement and to execute and deliver to the Trustee the Certificates pursuant hereto. (b) Due Qualification. Such Transferor is duly qualified to do business and is in good standing as a foreign entity (or is exempt from such requirements), and has obtained all necessary licenses and approvals with respect to such Transferor, in each jurisdiction in which failure to so qualify or to obtain such licenses and approvals would render any Cardholder Agreement relating to an Account owned by such Transferor or any Receivable transferred to the Trustee by such Transferor unenforceable by such Transferor, the Servicer or the Trustee or would have a material adverse effect on the interests of the Certificateholders hereunder or under any Supplement; provided, however, that no representation or warranty is made with respect to any qualification, licenses or approvals which the Trustee has or may be required at any time to obtain, if any, in connection with the transactions contemplated hereby. 2 SECTION 4. Covenants of the Transferors. Section 2.07 of the Pooling and Servicing Agreement shall be and hereby is amended as follows: (a) Subsection 2.07(j)(i) is hereby amended to read in its entirety as follows: (i) Maintain in full effect its existence, rights and franchises as a limited liability company or business trust under the laws of the state of its formation or creation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement and the Receivables Purchase Agreement and each other instrument or agreement necessary or appropriate to proper administration hereof and permit and effectuate the transactions contemplated hereby. (b) Subsection 2.07(j)(vii) is hereby amended to read in its entirety as follows: (vii) Conduct its affairs strictly in accordance with its organizational documents and observe all necessary, appropriate and customary formalities, including, but not limited to, holding all regular and special meetings of its governing board appropriate to authorize all actions of such Transferor, keeping separate and accurate minutes of such meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, intercompany transaction accounts. Regular meetings of the governing board shall be held at least annually. (c) Subsection 2.07(j)(viii) is hereby amended to read in its entirety as follows: (viii) Ensure that its governing board shall at all times include at least one Independent Director or Independent Trustee (for purposes hereof, "Independent Director" or "Independent Trustee" shall mean any member of the governing board of such Transferor that is not and has not at any time been (x) an officer, agent, advisor, consultant, attorney, accountant, employee or shareholder of any Affiliate of such Transferor which is not a special purpose entity, (y) a director of any Affiliate of such Transferor other than an independent director of any Affiliate which is a special purpose entity or (z) a member of the immediate family of any of the foregoing). (d) Subsection 2.07(j)(xv) is hereby amended to read in its entirety as follows: (xv) Ensure that at all times it is adequately capitalized to engage in the transactions contemplated in its organizational documents. SECTION 5. Amendment to Exhibit A to the Pooling and Servicing Agreement. Exhibit A to the Pooling and Servicing Agreement is hereby amended by deleting the first sentence in the fourth paragraph and inserting the following language: This certifies that FLEET CREDIT CARD FUNDING TRUST is the registered owner of a fractional interest in the assets of a trust (the "Trust") not allocated to the Certificateholders' Interest or the interest of any holder of a Supplemental Certificate pursuant to the Amended and Restated Pooling and Servicing Agreement dated as of 3 December 1, 1993, as amended and restated as of January 1, 2002 (as amended and supplemented, the "Agreement"), between Fleet Credit Card Funding Trust, a Delaware business trust ("FCCF"), as Transferor, Fleet Bank (RI), National Association, a national banking association, as Servicer, and Bankers Trust Company, a New York banking corporation, as trustee (the "Trustee"). SECTION 6. Amendment to Exhibit B to the Pooling and Servicing Agreement. Exhibit B to the Pooling and Servicing Agreement is hereby amended by deleting "Fleet Credit Card Funding, LLC, a Delaware limited liability company" in the introductory paragraph and inserting the following in its place: Fleet Credit Card Funding Trust, a Delaware business trust SECTION 7. Amendment to Exhibit C to the Pooling and Servicing Agreement. Exhibit C to the Pooling and Servicing Agreement is hereby amended by deleting "Fleet Credit Card Funding, LLC, a Delaware limited liability company" in the introductory paragraph and inserting the following in its place: Fleet Credit Card Funding Trust, a Delaware business trust SECTION 8. Amendment to Exhibit D to the Pooling and Servicing Agreement. Exhibit D to the Pooling and Servicing Agreement is hereby amended by deleting "Fleet Credit Card Funding, LLC" in the introductory paragraph and inserting "Fleet Credit Card Funding Trust" in its place. SECTION 9. Amendment to Exhibit E to the Pooling and Servicing Agreement. Exhibit E to the Pooling and Servicing Agreement is hereby amended as follows: (a) The following addressee of Exhibit E-2 is hereby deleted: [Fleet Credit Card Funding, LLC 680 Blair Mill Road Suite PA EH 066 01L Horsham, Pennsylvania 19044 Attention: Linda Morris, General Counsel to Fleet Credit Card Funding, LLC] and the following is inserted in its place: [Fleet Credit Card Funding Trust 300 North Wakefield Drive Suite DE EH 60002P Newark, Delaware 19702 Attention: President] (b) The last sentence is hereby amended by deleting "Fleet Credit Card Funding, LLC" and inserting "Fleet Credit Card Funding Trust" in its place. 4 SECTION 10. Effectiveness. The amendments provided for by this Amendment shall become effective on the date (the "Effective Date") that each of the following events occur: (a) FCCF shall have delivered to the Trustee an Officer's Certificate from FCCF stating that FCCF reasonably believes that the execution and delivery of this Amendment will not have an Adverse Effect. (b) FCCF shall have received from each Rating Agency written confirmation that the execution and delivery of this Amendment will not result in the reduction or withdrawal of its current rating of any outstanding Series or Class of Investor Certificates. (c) Each of the parties hereto shall have received counterparts of this Amendment, duly executed by each of the parties hereto. SECTION 11. Pooling and Servicing Agreement in Full Force and Effect as Amended. Except as specifically amended hereby, all of the terms and conditions of the Pooling and Servicing Agreement shall remain in full force and effect. All references to the Pooling and Servicing Agreement in any other document or instrument shall be deemed to mean such Pooling and Servicing Agreement as amended by this Amendment. This Amendment shall not constitute a novation of the Pooling and Servicing Agreement, but shall constitute an amendment thereof. The parties hereto agree to be bound by the terms and obligations of the Pooling and Servicing Agreement, as amended by this Amendment, as though the terms and obligations of the Pooling and Servicing Agreement were set forth herein. SECTION 12. Counterparts. This Amendment may be executed in any number of counterparts and by separate parties hereto on separate counterparts, each of which when executed shall be deemed an original, but all such counterparts taken together shall constitute one and the same instrument. SECTION 13. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. 5 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to the Pooling and Servicing Agreement to be duly executed by their respective authorized officers as of the day and year first above written. FLEET BANK (RI), NATIONAL ASSOCIATION, Servicer By: ___________________________________ Name: Jeffrey A. Lipson Title: Vice President FLEET CREDIT CARD FUNDING TRUST, Transferor, formerly, Fleet Credit Card Funding, LLC By: ___________________________________ Name: Title BANKERS TRUST COMPANY, not in its individual capacity, but solely as Trustee By: ___________________________________ Name: Peter Becker Title: Assistant Vice President [Signature Page to Amendment Number 1 to the Amended and Restated Pooling and Servicing Agreement] EX-4.5 12 w52666a1ex4-5.txt FORM OF SERIES SUPPLEMENT TO THE AMENDED & RESTATE Exhibit 4.5 [Form of Series Supplement] FLEET BANK (RI), NATIONAL ASSOCIATION, Servicer FLEET CREDIT CARD FUNDING TRUST, Transferor, and BANKERS TRUST COMPANY Trustee on behalf of the Series 200_-_ Certificateholders SERIES 200_-_ SUPPLEMENT Dated as of ________ __, 200_ to AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT Dated as of December 1, 1993, as Amended and Restated as of January 1, 2002 FLEET CREDIT CARD MASTER TRUST II SERIES 200_-_ TABLE OF CONTENTS
PAGE ARTICLE I Creation of the Series 200_-_ Certificates Section 1.1 Designation............................................................ 1 ARTICLE II Definitions Section 2.1 Definitions............................................................ 2 ARTICLE III Servicer and Trustee Section 3.1 Servicing Compensation................................................. 16 ARTICLE IV Rights of Series 200_-_ Certificateholders and Collateral Interest Holder and Allocation and Application of Collections Section 4.1 Collections and Allocations............................................ 17 Section 4.2 Determination of Monthly Interest...................................... 19 Section 4.3 Determination of Monthly Principal..................................... 21 Section 4.4 Required Amount........................................................ 22 Section 4.5 Application of Class A Available Funds, Class B Available Funds, Collateral Available Funds and Available Investor Principal Collections 23 Section 4.6 Defaulted Amounts; Investor Charge-Offs................................ 25 Section 4.7 Excess Spread; Excess Finance Charges.................................. 26 Section 4.8 Reallocated Principal Collections...................................... 27 Section 4.9 Excess Finance Charges................................................. 28 Section 4.10 Shared Principal Collections........................................... 28 Section 4.11 Determination of LIBOR................................................. 29
TABLE OF CONTENTS (continued)
PAGE Section 4.12 Principal Funding Account.............................................. 29 Section 4.13 Accumulation Period.................................................... 30 Section 4.14 Reserve Account........................................................ 31 ARTICLE V Distributions and Reports to Series 200_-_ Certificateholders Section 5.1 Distributions.......................................................... 33 Section 5.2 Certificates and Statements............................................ 34 ARTICLE VI Series 200_-_ Pay Out Events Section 6.1 Series 200_-_ Pay Out Events........................................... 34 ARTICLE VII Optional Repurchase; Series Termination Section 7.1 Optional Repurchase.................................................... 36 Section 7.2 Series Termination..................................................... 36 ARTICLE VIII Final Distributions Section 8.1 Sale of Receivables or Certificateholders' Interest Pursuant to Section 2.06 or 10.01 of the Agreement................................. 37 Section 8.2 Distribution of Proceeds of Sale, Disposition or Liquidation of the Receivables Pursuant to Section 9.02 of the Agreement.............. 38 Section 8.3 Instructions Pursuant to Section 9.02(a) of the Agreement.............. 39
ii TABLE OF CONTENTS (continued)
PAGE ARTICLE IX Certificates Section 9.1 Book-Entry Certificates................................................ 39 ARTICLE X Miscellaneous Provisions Section 10.1. Certain Matters Regarding the Collateral Interest Holder............... 39 Section 10.2 Ratification of Agreement.............................................. 39 Section 10.3 Counterparts........................................................... 40 Section 10.4 GOVERNING LAW.......................................................... 40 Section 10.5 Notices................................................................ 40 Section 10.6 Amendments............................................................. 40 Section 10.7. Uncertificated Securities.............................................. 40 Section 10.8. Transfers of the Collateral Interest................................... 40 Section 10.9. Additional Representations and Warranties of the Transferors........... 41 Section 10.8. Transfers of the Collateral Interest................................... 40 Section 10.9. Additional Representations and Warranties of the Transferors........... 41
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 SERIES 200_-_ SUPPLEMENT, dated as of ________, 200_ (the "Supplement"), among FLEET BANK (RI), NATIONAL ASSOCIATION, a national banking association, as Servicer, FLEET CREDIT CARD FUNDING TRUST, a Delaware business trust, as Transferor, 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 as of January 1, 2002 (and as subsequently amended and supplemented, including by the terms of this Supplement, the "Agreement"), among Fleet Bank (RI), National Association as Servicer, Fleet Credit Card Funding Trust, as Transferor and the Trustee, the Fleet Credit Card Master Trust II (the "Trust") has been created. Section 6.03 of the Agreement provides that the Transferor 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 Transferor and the Trustee shall create a new Series of Investor Certificates and specify the Principal Terms thereof. ARTICLE I Creation of the Series 200_-_ 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 200_-_." The Series of Investor Certificates created hereby shall be issued in two Classes. The first Class shall be known as the "Class A [Floating Rate] [___%] Asset-Backed Certificates, Series 200_-_," and the second Class shall be known as the "Class B [Floating Rate] [___%] Asset-Backed Certificates, Series 200_-_." 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 200_-_." The Collateral Interest Holder shall be the Series Enhancer for Series 200_-_. (b) Series 200_-_ shall be included in Group One. Series 200_-_ shall be a Principal Sharing Series with respect to Group One only. Series 200_-_ 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 200_-_ shall be the ________ 200_ Distribution Date, and references herein to the Monthly Period relating to the ________ 200_ Distribution Date shall mean the period from the Closing Date through the end of ________ 200_. (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. (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 Transferor 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 _________, 200_. "Accumulation Period" shall mean, unless a Pay Out Event with respect to Series 200_-_ 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 Amortization Period, (b) the payment in full to the Series 200_-_ Holders of the Investor Amount or (c) 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) and (iii), 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 200_-_ in accordance with Section 4.04 of the Agreement and Section 4.10 hereof, plus (c) any other amounts which pursuant to subsection 4.5(a)(iii) 2 (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. "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 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 200_-_ (including any amounts that are to be treated as Collections of Finance Charge Receivables in accordance with the Agreement) and (b) the amount of Principal Funding Investment Proceeds, if any, with respect to such Distribution Date and (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. "Class A Certificate Rate" shall mean [for any Interest Period with respect to the Class A Certificates, a per annum rate equal to LIBOR as of the LIBOR Determination Date applicable to such Interest Period plus the Class A Certificate Rate Spread] [___% per annum]. ["Class A Certificate Rate Spread" shall mean ___% 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 Transferor and authenticated by or on behalf of the Trustee, substantially in the form of Exhibit A-1. 3 "Class A Expected Final Distribution Date" shall mean the ________ 200_ 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 $___________. "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). "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 4 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 200_-_ (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 applicable to such Interest Period plus the Class B Certificate Rate Spread] [ __% per annum]. ["Class B Certificate Rate Spread" shall mean __% 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 Transferor 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 _________ 200_ 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 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 $_________. "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 5 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 earlier 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) and (y) the Special Payment Date on which the Class A Investor Amount is paid in full. "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. 6 "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 ___________ __, 200_. "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 200_-_ (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 _________ 200_ 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 $__________. "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 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), 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 7 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 2.00% 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 earlier 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) and (y) 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. "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 8 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 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 one twelfth of the product of (i) 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, as of any LIBOR Determination Date, one month. "Distribution Date" shall have the meaning assigned thereto in the Agreement, except that with respect to the Series 200_-_ Certificates, the first Distribution Date shall be _________ __, 200_. "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)(iv), 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. "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 9 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. "Group One" shall mean Series 1995-C, Series 1996-A, Series 1996-B, Series 1996-D, Series 1999-A, Series 1999-B, Series 1999-C, Series 1999-D, Series 2000-A, Series 2000-B, Series 2000-C, Series 2000-D, Series 2001-A, Series 2001-B, Series 2001-C, Series 200_-_ and each other outstanding Series hereafter specified in the related Supplement to be included in Group One. "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. "Interchange" shall mean, with respect to Series 200_-_ and with respect to each Distribution Date, an amount of Allocated Interchange (as defined in the Agreement) equal to one-twelfth of ___% of the outstanding balance of the Principal Receivables allocable to Series 200_-_ 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. "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(a). "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. 10 "LIBOR Determination Date" shall mean __________, 200_ with respect to the period from the Closing Date through _________ __ 200_; 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 ___________, 200_ Distribution Date. "London Business Day" shall mean a 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 and the Collateral Minimum Monthly Interest for such Distribution Date. "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, minus (d) 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. "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. "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; 11 (b) during the 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 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 200_-_ 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 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). 12 "Principal Funding Account Balance" shall mean, with respect to any date of determination during the Accumulation Period, 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 Amortization Period" shall mean, (a) if on the day on which a Trust Pay Out Event or a Series 200_-_ Pay Out Event is deemed to have 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 200_-_ 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 200_-_ Pay Out Event is deemed to have 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. "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 200_-_ Holders on a prior Distribution Date, plus (iii) the amount of Additional Interest, if any, for 13 such Distribution Date and any Additional Interest previously due but not distributed to the Series 200_-_ 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 Transferor from time to time. "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 Transferor, provided that, if such designation is of a lesser amount, the Transferor (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 200_-_ 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 reasonable belief of the Transferor, 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 200_-_. "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 earlier of (a) the close of business on the day preceding the commencement of the Accumulation Period and (b) 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. 14 "Series 200_-_" 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 200_-_ Certificate" shall mean a Class A Certificate or a Class B Certificate. "Series 200_-_ Certificateholder" shall mean a Class A Certificateholder or a Class B Certificateholder. "Series 200_-_ Holder" shall mean a Class A Certificateholder, a Class B Certificateholder or the Collateral Interest Holder. "Series 200_-_ Pay Out Event" shall have the meaning specified in Section 6.1. "Series 200_-_ Supplement" shall mean this Supplement. "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 _________ 200_ 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 2.0%. "Special Payment Date" shall mean each Distribution Date with respect to the Rapid Amortization Period. "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 __________ __ 200_, 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 Agreement with respect to Series 200_-_, 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 & 15 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 "Transferor" or "Transferors" shall mean FCCF and from and after the date any Additional Transferor is designated pursuant to Section 2.08(e) of the Agreement, such references shall mean FCCF as Transferor and any such Additional Transferor(s). ARTICLE III Servicer and Trustee Section 3.1 Servicing Compensation. The share of the Servicing Fee allocable to the Series 200_-_ 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 December 2001 Distribution Date, the Monthly Servicing Fee shall be $__________. 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 December 2001 Distribution Date, the Class A Servicing Fee shall be $__________. 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 December 2001 Distribution Date, the Class B Servicing Fee shall be $________. 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 December 2001 Distribution Date, the Collateral Servicing Fee shall be $__________. In no event shall the Trust, the Trustee, or the Series 200_-_ Holders be liable for the share of the Servicing Fee to be paid by the Holders of the Transferor Certificates or the Certificateholders of any other Series. The Class A Servicing Fee shall be payable to the Servicer solely to the extent 16 amounts are available for distribution in respect thereof pursuant to Section 4.5(a)(ii), 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 200_-_ 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 200_-_ 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 200_-_ 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 200_-_ 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 the Transferors' Interest; provided, however, that the amount to be paid to the Holders of the Transferors' Interest; pursuant to this Section 4.1(a)(ii) on any Date of Processing shall be paid to such Holders only if the Transferor Amount on such Date of Processing is greater than the Required Transferor Amount (after 17 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 Transferor Amount is greater than the Required Transferor Amount and applied in accordance with Section 4.02 of the Agreement and the remainder shall be paid to the Holders of the Transferor 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 200_-_ 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 200_-_ 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, with respect to any Monthly Period occurring prior to the Class B Expected Final Distribution Date, the sum of such Percentage Allocations with respect to the same Monthly Period exceeds the Controlled Deposit Amount for the related Distribution Date or if, with respect to the Monthly Period immediately preceding the Collateral Expected Final Distribution Date, the sum of such Percentage Allocations with respect to that Monthly Period exceeds the Collateral Invested 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 Transferors' Interest only if the Transferor Amount on such Date of Processing is greater than the Required Transferor 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 Transferor Amount is greater than the Required Transferor Amount and applied in accordance with Section 4.02 of the Agreement and the remainder shall be paid to the Holders of the Transferors' Interest. (c) Allocations During the Rapid Amortization Period. During 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: 18 (i) Allocate to the Series 200_-_ 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 200_-_ 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 200_-_ 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 Transferors' Interest only if the Transferor Amount on such Date of Processing is greater than the Required Transferor 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 Transferor Amount is greater than the Required Transferor Amount and applied in accordance with Section 4.02 of the Agreement and the remainder shall be paid to the Holders of the Transferors' Interest. (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 Transferors' Interest 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 __________ 200_ Distribution Date, Class A Monthly Interest shall be equal to [the interest accrued on the Class A Initial Invested Amount at the applicable Class A Certificate Rate for the period from the Closing Date 19 through ________, 200_ (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 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 one twelfth of the product of (i) 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 _________ 200_ Distribution Date, Class B Monthly Interest shall be equal to [the interest accrued on the Class B Initial Invested Amount of the applicable Class B Certificate Rate for the period from the Closing Date through ____________ 200_ (calculated on the basis of the actual number of days in such period and a year of 360 days)] [$________]. On the Determination Date preceding each Distribution Date, the Servicer shall determine the excess, if any (the "Class B Interest Shortfall"), of (x) the Class B Monthly Interest for such Distribution Date over (y) the aggregate amount of funds allocated and available to pay such Class B Monthly Interest on such Distribution Date. If the Class B Interest Shortfall with respect to any Distribution Date is greater than zero, on each subsequent Distribution Date until such Class B Interest Shortfall is fully paid, an additional amount ("Class B Additional Interest") equal to one twelfth of the product of (i) the Class B Penalty Rate and (ii) such Class B Interest Shortfall (or the portion thereof which has not been paid to the Class B Certificateholders) shall be payable as provided herein with respect to the Class B Certificates. Notwithstanding anything to the contrary herein, Class B Additional Interest shall be payable or distributed to Class B Certificateholders only to the extent permitted by applicable law. (c) The amount of monthly interest ("Collateral Minimum Monthly Interest") distributable from the Collection Account with respect to the Collateral Interest on each Distribution Date shall be an amount equal to the product of (i)(A) a fraction, the numerator of which is the actual number of days in the related Interest Period and the denominator of which is 360; times (B) the Collateral Minimum Interest Rate; and (ii) the outstanding principal amount of the Collateral Interest as of the close of business on the preceding Record Date; provided, however, with respect to the __________ 200_ Distribution Date, the Collateral Minimum Monthly Interest shall be equal to [the interest accrued on the Collateral Initial Invested Amount at the applicable Collateral Minimum Interest Rate for the period from the Closing Date through 20 __________ __, 200_ (calculated on the basis of the actual number of days in such period and a year of 360 days)] [$__________]. 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 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 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 Distribution Date, beginning with the Collateral Principal Commencement Date, shall be equal to 21 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 and (vi) the Class A Investor Default Amount, if any, for such Distribution 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 200_-_ 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 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 200_-_ 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 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 200_-_ (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 200_-_ with respect to the related Monthly Period 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). 22 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, Class A Available Funds, Class B Available Funds, Collateral Available Funds and Available Investor Principal Collections for the Monthly Period with respect to such Distribution Date to make the following distributions: (a) On each Distribution Date, 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 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; (iii) 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 (iv) 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: (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. 23 (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 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, 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 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 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 shall be distributed to the Collateral Interest Holder in accordance with subsection 5.1(e) on each Distribution Date beginning on 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. 24 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 200_-_ 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 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 200_-_ 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 25 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 Finance Charges allocated to Series 200_-_ 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) and (iii), 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; 26 (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 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 200_-_ 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) and (iii), in that order of priority; 27 (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 Transferors' Interest 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 200_-_ 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 200_-_ 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 200_-_ for any Distribution Date shall be specified in the Transfer 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 200_-_ 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 200_-_ 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 200_-_ 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 200_-_ shall be equal to (a) for any Distribution Date with respect to the Revolving Period and the Rapid Amortization 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 28 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 Transferor 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. Section 4.12 Principal Funding Account. (a)(i) The Servicer, for the benefit of the Series 200_-_ Holders, shall establish and maintain in the name of the Trustee 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 200_-_ 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. The Servicer shall notify the Trustee of its selection in writing and the Trustee shall be entitled to rely conclusively on such writing for all purposes, including the Servicer's compliance with the investment restrictions set forth in the definition of "Eligible Investment." All such Eligible Investments shall be held by the Trustee; 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 29 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 200_-_ 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, 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. 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 (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 200_-_ 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 Transferor, 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 30 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, for the benefit of the Series 200_-_ Holders, shall establish and maintain, in the name of the Trustee, an Eligible Deposit Account (the "Reserve Account") bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Series 200_-_ 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 200_-_ 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. The Servicer shall notify the Trustee of its selection in writing and the Trustee shall be entitled to rely conclusively on such writing for all purposes, including the Servicer's compliance with the investment restrictions set 31 forth in the definition of "Eligible Investment." 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 200_-_ 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 200_-_ 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 200_-_. 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 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. (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 200_-_ and (iv) if the Accumulation Period has commenced, the earlier of the first Special Payment Date and 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 200_-_ Certificateholders which are 32 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. ARTICLE V Distributions and Reports to Series 200_-_ 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. (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 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 33 Sections 4.5, 4.7 and 4.14 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 200_-_ Certificateholders hereunder shall be made by check mailed to each Series 200_-_ Certificateholder at such Series 200_-_ Certificateholder's address appearing in the Certificate Register without presentation or surrender of any Series 200_-_ Certificate or the making of any notation thereon; provided, however, that with respect to Series 200_-_ 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 200_-_ 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 200_-_ 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 200_, 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 200_-_ Certificateholder, a statement prepared by the Servicer containing the information which is required to be contained in the statement to Series 200_-_ Certificateholders, as set forth in paragraph (b) above, aggregated for such calendar year or the applicable portion thereof during which such Person was a Series 200_-_ 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 200_-_ Pay Out Events Section 6.1 Series 200_-_ Pay Out Events. If any one of the following events (each, a "Series Pay Out Event") shall occur with respect to Series 200_-_: 34 (a) failure on the part of the Transferor (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 Transferor set forth in the Agreement which has a material adverse effect on the Series 200_-_ 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 Transferor by the Trustee, or to the Transferor and the Trustee by Series 200_-_ Holders aggregating not less than 50% of the outstanding principal balance of the Series 200_-_; (b) any representation or warranty made by the Transferor 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 Transferor 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 Transferor by the Trustee, or to the Transferor and the Trustee by Holders of the Series 200_-_ Certificates aggregating not less than 50% of the outstanding principal balance of the Series 200_-_ Certificates and (B) as a result of which the interests of the Series 200_-_ 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 Transferor 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 Transferor Amount is less than the Required Transferor Amount, the failure of the Transferor to convey on or prior to the Required Designation Date Receivables in Additional Accounts to the Trustee such that the Transferor Amount shall be at least equal to the Required Transferor Amount as of the close of 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 Transferor to convey on or prior to the Required Designation Date Receivables in Additional Accounts to the Trustee 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 200_-_ Certificateholders (which determination shall be made, for so long as 35 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 200_-_ 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 Transferor and the Servicer (and to the Trustee if given by the Holders of Investor Certificates (including the Collateral Interest Holder) of Series 200_-_) may declare that a Pay Out Event has occurred with respect to Series 200_-_ 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 200_-_ without any notice or other action on the part of the Trustee or Holders of Investor Certificates (including the Collateral Interest Holder) of Series 200_-_ 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 Transferor shall have the option to purchase the interest of the Series 200_-_ 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 ___________ 200_ Distribution Date, the Investor Amount (after giving effect to all changes therein on such date) would be greater than zero, the Servicer, on 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 Transferor 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. 36 (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 200_-_ 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 _________, 200_ 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 200_-_ in connection with (i) a reassignment of Receivables to the Transferor 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) or any amounts allocable to Series 200_-_ 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 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. 37 (c) 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 200_-_ Certificateholders shall be deemed distributed in full to the Series 200_-_ 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 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 38 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 200_-_ Certificateholders shall be distributed in full to the Series 200_-_ 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 200_-_ 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 Trustee 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. 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. 39 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 Transferor without the consent of the Servicer, the Trustee or any Investor Certificateholder if the Transferor 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 200_-_ Certificates. The Transferor shall provide the Rating Agencies with prior written notice of any such amendment or modification. 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 Transferor, 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 Transferor, 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 Transferor 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 40 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 Transferor 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 200_-_ Certificates. Each Assignee will agree with the Transferor that: (a) such Assignee will deliver to the Transferor on or before the effective date of any Transfer 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) which is subject to ERISA, (b) any "plan" (as defined in Section 4975(e)(1) of the Code), including individual retirement accounts and Keogh plans, which is subject to Section 4975 of the Code or (c) any other entity whose underlying assets include "plan assets" (within the meaning of Department of Labor Regulation Section 2510.3-101 or otherwise under ERISA) by reason of any such plan's investment in the entity, including, without limitation, an insurance company general account. (d) This Section 10.8 shall not apply to the transfer and pledge of the Collateral Interest on the Closing Date by FCCF pursuant to the Transfer Agreement or by Fleet Secured Note Trust 200_-_ to the Indenture Trustee (as defined in the Transfer Agreement) pursuant to the Indenture (as defined in the Transfer Agreement). Section 10.9. Additional Representations and Warranties of the Transferors. Each Transferor hereby makes the following representations and warranties. Such representations and warranties shall survive until the termination of this Supplement. Such representations and warranties speak as of the date that the Receivables (as defined below) are transferred to the Trustee but shall not be waived by any of the parties to this Supplement unless the Rating Agency Condition shall have been satisfied with respect to such waiver. (a) The Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in favor of the Trustee in the Receivables described in Section 2.01 of the Agreement (the "Receivables"), which security interest is prior to all other liens, and is enforceable as such against creditors of and purchasers from such Transferor. (b) The Receivables constitute "accounts" within the meaning of the applicable UCC. (c) At the time of its transfer of any Receivable to the Trustee pursuant to the Agreement, such Transferor owned and had good and marketable title to such Receivables free and clear of any Lien, claim or encumbrance of any Person. 41 (d) Such Transferor has caused or will have caused, within ten (10) days of the initial execution of the Agreement, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Receivables granted to the Trustee pursuant to the Agreement. (e) Other than the security interest granted to the Trustee pursuant to the Agreement or an Assignment, such Transferor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed the Receivables. Such Transferor has not authorized the filing of and is not aware of any financing statements against such Transferor that cover such Receivables other than any financing statement relating to the transfer and security interest granted to the Trustee pursuant to the Agreement or an Assignment or that has been terminated. Such Transferor is not aware of any judgment or tax lien filings against such Transferor. [Signature Page to Follow] 42 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, Servicer, By: ------------------------------------ Name: Title: FLEET CREDIT CARD FUNDING TRUST, Transferor, By: ------------------------------------ Name: Title: BANKERS TRUST COMPANY, Trustee By: ------------------------------------ Name: Title: EX-5.1 13 w52666a1ex5-1.txt OPINION OF ORRICK, HERRINGTON & SUTCLIFF, LEGALITY Exhibit 5.1 [Letterhead of Orrick, Herrington & Sutcliffe LLP] March 29, 2002 Fleet Credit Card Funding Trust 300 North Wakefield Drive Suite: DE EH 60002P Newark, Delaware 19702 RE: FLEET CREDIT CARD MASTER TRUST II FLEET CREDIT CARD FUNDING TRUST (TRANSFEROR) REGISTRATION STATEMENT ON FORM S-3 NOS. 333-73728 AND 333-73728-01 Ladies and Gentlemen: We have acted as counsel for Fleet Credit Card Funding Trust, a Delaware business trust ("FCCF"), in connection with Amendment No. 1 to the Registration Statement on Form S-3 (the "Registration Statement") filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Act"), for the registration under the Act of Asset Backed Certificates (collectively, the "Certificates") to be issued from time to time in series (each, a "Series") and representing undivided interests in the Fleet Credit Card Master Trust II (the "Trust"). The Certificates will be issued pursuant to the Amended and Restated Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), among FCCF, Transferor, Fleet Bank (RI), National Association, as Servicer, and Bankers Trust Company, as Trustee. We have examined such instruments, documents and records as we deemed relevant and necessary as a basis of our opinion hereinafter expressed. In such examination, 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, representations and warranties contained in the records, documents, instruments and certificates we have reviewed. Based on such examination, we are of the opinion that when the issuance of each Series of the Certificates has been duly authorized by the appropriate action of FCCF and the Certificates of such Series have been duly executed, authenticated and delivered in accordance with the Pooling and Servicing Agreement, and sold in the manner described in the Registration Fleet Credit Card Funding Trust March 29, 2002 Page 2 Statement, any amendment thereto and the prospectus and prospectus supplement relating thereto, the Certificates will be legally issued, fully paid, non-assessable and binding obligations of the Trust and the holders of the Certificates of such Series will be entitled to the benefits of the Pooling and Servicing Agreement, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance, moratorium, or other laws relating to or affecting the rights of creditors generally and general principles of equity, including without limitation concepts of materiality, reasonableness, good faith and fair dealing, and the possible unavailability of specific performance or injunctive relief, regardless of whether such enforceability is considered in a proceeding in equity or at law. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name wherever appearing in the Registration Statement and the prospectus contained therein. In giving such consent, we do not admit that we are "experts," within the meaning of the term as used in the Act or the rules and regulations of the Securities and Exchange Commission issued thereunder, with respect to any part of the Registration Statement, including this opinion as an exhibit or otherwise. Very truly yours, /s/ ORRICK, HERRINGTON & SUTCLIFFE LLP ORRICK, HERRINGTON & SUTCLIFFE LLP EX-8.1 14 w52666a1ex8-1.txt OPINION OF ORRICK, HERRINGTON & SUTCLIFF, FED. TAX Exhibit 8.1 [Letterhead of Orrick, Herrington & Sutcliffe LLP] March 29, 2002 Fleet Credit Card Funding Trust 600 North Wakefield Drive Suite: DE EH 60002P Newark, Delaware 19702 Re: FLEET CREDIT CARD MASTER TRUST II FLEET CREDIT CARD FUNDING TRUST (TRANSFEROR) REGISTRATION STATEMENT ON FORM S-3 NOS. 333-73728 AND 333-73728-01 Ladies and Gentlemen: We have acted as counsel for Fleet Credit Card Funding Trust, a Delaware business trust ("FCCF"), in connection with the preparation of the Registration Statement on Form S-3 (the "Registration Statement") filed on November 20, 2001 with the Securities and Exchange Commission (the "Commission"), as amended by Amendment No. 1 to the Registration Statement on Form S-3 filed on March 29, 2002 with the Commission, under the Securities Act of 1933, as amended (the "Act"), for the registration under the Act of Asset Backed Certificates (collectively, the "Certificates") to be issued from time to time in series (each, a "Series") and representing an undivided interest in Fleet Credit Card Master Trust II (the "Trust"). Such Certificates will be issued pursuant to a pooling and servicing agreement (the "Pooling and Servicing Agreement"), among FCCF, as Transferor, Fleet Bank (RI), National Association (the "Bank"), as Servicer, and Bankers Trust Company, as Trustee. We hereby confirm that the statements set forth in the prospectus relating to the Certificates (the "Prospectus") forming a part of the Registration Statement under the heading "Federal Income Tax Consequences," and the statements set forth in the prospectus supplement relating to the Certificates (the "Prospectus Supplement") forming a part of the Registration Statement under the headings "Summary of Terms -- Tax Status" and "Federal Income Tax Consequences," which statements have been prepared by us, to the extent that they constitute matters of law or legal conclusions with respect thereto, are correct in all material respects, and we hereby adopt and confirm the opinions set forth therein. We note that the form of Prospectus Supplement does not relate to a specific transaction. Accordingly, the above-referenced description of federal income tax consequences and opinions may, under certain circumstances, require modification in the context of an actual transaction. In the event that our opinions referred to in the preceding paragraph were to require modification in the context of an actual transaction, we hereby undertake, if we are special tax Fleet Credit Card Funding Trust March 29, 2002 Page 2 counsel to FCCF with respect to such transaction, to include any such modifications in a tax opinion (including a consent to filing) filed with the Securities and Exchange Commission pursuant to a post-effective Amendment or Form 8-K prior to the time of sales. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not admit that we are "experts" within the meaning of the term used in the Act or the rules and regulations of the Securities and Exchange Commission issued thereunder, with respect to any part of the Registration Statement, including this opinion as an exhibit or otherwise. Very truly yours, /s/ ORRICK, HERRINGTON & SUTCLIFFE LLP ORRICK, HERRINGTON & SUTCLIFFE LLP -----END PRIVACY-ENHANCED MESSAGE-----