Exhibit 4.1
EXECUTION COPY
FLEET BANK (RI), NATIONAL ASSOCIATION,
Servicer
FLEET CREDIT CARD FUNDING TRUST
Transferor,
and
DEUTSCHE BANK TRUST COMPANY AMERICAS
Trustee
on behalf of the Series 2002-B Certificateholders
SERIES 2002-B SUPPLEMENT
Dated as of October 31, 2002
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 2002-B
SERIES 2002-B SUPPLEMENT, dated as of October 31, 2002 (the "Supplement"),
among FLEET BANK (RI), NATIONAL ASSOCIATION, a national banking association, as
Servicer, FLEET CREDIT CARD FUNDING TRUST, a Delaware statutory trust, as
Transferor, and DEUTSCHE BANK TRUST COMPANY AMERICAS (formerly 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 2002-B 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 2002-B." 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 2002-B," and the second
Class shall be known as the "Class B Floating Rate Asset-Backed Certificates,
Series 2002-B." 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 2002-B." The Collateral Interest Holder shall be the Series
Enhancer for Series 2002-B.
(b) Series 2002-B shall be included in Group One. Series 2002-B shall be a
Principal Sharing Series with respect to Group One only. Series 2002-B 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 2002-B shall be the December 2002 Distribution Date, and
references herein to the Monthly Period relating to the December 2002
Distribution Date shall mean the period from the Closing Date through the end of
November 2002.
(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 December 31, 2006.
"Accumulation Period" shall mean, unless a Pay Out Event with respect to
Series 2002-B 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 2002-B 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 2002-B 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)
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(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 2002-B (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.
"Class A Certificate Rate Spread" shall mean 0.14% 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.
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"Class A Expected Final Distribution Date" shall mean the October 2007
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 $618,750,000.
"Class A Interest Shortfall" shall have the meaning specified in
subsection 4.2(a).
"Class A Invested Amount" shall mean, on any date of determination, an
amount equal to (a) the Class A Initial Invested Amount, minus (b) the aggregate
amount of principal payments made to the Class A Certificateholders on or prior
to such date, minus (c) the excess, if any, of the aggregate amount of Class A
Investor Charge-Offs for all prior Distribution Dates over the aggregate amount
of Class A Investor Charge-Offs reimbursed pursuant to subsection 4.6(a) prior
to such date minus (d) the Principal Funding Account Balance (but not in excess
of the Class A Initial Invested Amount) on such date.
"Class A Investor Amount" shall mean, on any date of determination, an
amount equal to the sum of (a) the Class A Invested Amount and (b) the Principal
Funding Account Balance (but not in excess of the Class A Initial Invested
Amount).
"Class A Investor Charge-Off" shall have the meaning specified in Section
4.6(a).
"Class A Investor Default Amount" shall mean, with respect to each
Distribution Date, an amount equal to the product of (i) the Investor Default
Amount for the related Monthly Period and (ii) the Class A Floating Percentage
for such Monthly Period.
"Class A Monthly Interest" shall have the meaning specified in Section
4.2(a).
"Class A Monthly Principal" shall have the meaning specified in Section
4.3(a).
"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
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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 2002-B (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.
"Class B Certificate Rate Spread" shall mean 0.44% 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 October 2007
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 $52,500,000.
"Class B Interest Shortfall" shall have the meaning specified in Section
4.2(b).
"Class B Invested Amount" shall mean, on any date of determination, an
amount equal to (a) the Class B Initial Invested Amount, minus (b) the aggregate
amount of principal payments made to the Class B Certificateholders on or prior
to such date, minus (c) the excess, if
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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.
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"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 October 31, 2002.
"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 2002-B (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 October 2007
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 $78,750,000.
"Collateral Interest" shall mean a fractional undivided interest in the
Trust which shall consist of the right to receive, (i) to the extent necessary
to make the required payments to the Collateral Interest Holder under this
Supplement, the portion of Collections allocable thereto under the Agreement and
this Supplement, funds on deposit in the Collection Account allocable 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
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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 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
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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 the product of (i) (A) a fraction, the numerator of
which is the actual number of days in the period from and including the
preceding Distribution Date to but excluding such Distribution Date and the
denominator of which is 360, times (B) 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; provided that LIBOR for the initial Note Interest Period will be
determined by straight-line interpolation (based on the actual number of days in
the initial Note Interest Period) between two rates determined in accordance
with the definition of LIBOR, one of which will be determined for a Designated
Maturity of one month, and the other of which will be determined for a
Designated Maturity of two months.
"Distribution Date" shall have the meaning assigned thereto in the
Agreement, except that with respect to the Series 2002-B Certificates, the first
Distribution Date shall be December 16, 2002.
"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
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on the Closing Date) and (y) the principal amount on deposit in the Excess
Funding Account as of the end of the day on such date and (2) the sum of the
numerators used to calculate the Series Percentages (as such term is defined in
the Agreement) with respect to Finance Charge Receivables or Defaulted
Receivables, as applicable, for all Series then outstanding; provided, however,
that with respect to any Monthly Period in which an Addition Date occurs and the
Servicer need not make daily deposits of Collections into the Collection
Account, the denominator in (x) above shall be the Average Principal Balance;
provided further, however, that with respect to any Monthly Period in which an
Addition Date occurs and the Servicer is required to make daily deposits of
Collections into the Collection Account, the denominator in (x) above shall be
(1) for the period from and including the first day of such Monthly Period to
but excluding the related Addition Date, the aggregate amount of Principal
Receivables in the Trust at the end of the day on the last day of the prior
Monthly Period and (2) for the period from and including the related Addition
Date to and including the last day of such Monthly Period, the aggregate amount
of Principal Receivables in the Trust at the end of the day on the related
Addition Date.
"Group One" shall mean Series 1996-A, Series 1996-B, Series 1996-D, 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
2002-A, Series 2002-B 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 2002-B and with respect
to each Distribution Date, an amount of Allocated Interchange (as defined in the
Agreement) equal to one-twelfth of 1.25% of the outstanding balance of the
Principal Receivables allocable to Series 2002-B 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.
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"Investor Default Amount" shall mean, with respect to any Distribution
Date, an amount equal to the product of (a) the Defaulted Amount for the related
Monthly Period and (b) the Floating Allocation Percentage for such Monthly
Period.
"LIBOR" shall mean an interest rate per annum determined by the Trustee
for each Interest Period in accordance with the provisions of Section 4.11.
"LIBOR Determination Date" shall mean the second London Business Day prior
to the Closing Date with respect to the period from the Closing Date through
December 15, 2002; 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 December 2002 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
11
Period, the Closing Date) and (y) the denominator of which is the greater of (i)
the sum of (A) the total amount of Principal Receivables in the Trust as of the
last day of the immediately preceding Monthly Period and (B) the principal
amount on deposit in the Excess Funding Account as of such last day (or, in the
case of the first Monthly Period, the Closing Date) and (ii) the sum of the
numerators used to calculate the Series Percentages applicable to Principal
Receivables for all Series outstanding as of the date as to which such
determination is being made;
(b) during the Accumulation Period 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 Transferor, 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 2002-B 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 Transferor to the effect that the Transferor 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
12
period from and including the related Addition Date to and including the last
day of such Monthly Period, the sum of (x) the aggregate amount of Principal
Receivables in the Trust at the end of the day on the related Addition Date and
(y) the principal amount on deposit in the Excess Funding Account at the end of
the day on the related Addition Date.
"Principal Funding Account" shall have the meaning set forth in subsection
4.12(a)(i).
"Principal Funding Account Balance" shall mean, with respect to any date
of determination 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 2002-B 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 2002-B 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 2002-B 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
13
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 2002-B Holders on a
prior Distribution Date, plus (iii) the amount of Additional Interest, if any,
for such Distribution Date and any Additional Interest previously due but not
distributed to the Series 2002-B Holders on a prior Distribution Date, plus (iv)
the Monthly Servicing Fee for such Distribution Date and any Monthly Servicing
Fee previously due but not distributed to the Servicer on a prior Distribution
Date.
"Reference Banks" shall mean Barclays Bank plc, National Westminster Bank
PLC and Lloyds Bank of London or such other major banks in the London interbank
market selected by the Servicer from time to time.
"Required 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 2002-B 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 2002-B.
"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
14
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.
"Series 2002-B" 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 2002-B Certificate" shall mean a Class A Certificate or a Class B
Certificate.
"Series 2002-B Certificateholder" shall mean a Class A Certificateholder
or a Class B Certificateholder.
"Series 2002-B Holder" shall mean a Class A Certificateholder, a Class B
Certificateholder or the Collateral Interest Holder.
"Series 2002-B Pay Out Event" means a Series Pay Out Event as defined in
Section 6.1.
"Series 2002-B Supplement" shall mean this Supplement.
"Series Pay Out Event" is defined in Section 6.1.
"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 April
2010 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 Moneyline Telerate Service (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).
15
"Transfer Agreement" shall mean the Transfer and Administration Agreement,
dated as of October 31, 2002, among Fleet Credit Card Funding Trust, as
Transferor, the Bank, as Administrator, and Fleet Secured Note Trust 2002-B, 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 2002-B, Xxxxx'x, 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 Xxxxx'x and Standard & Poor's, but not by Fitch.
Reference to rating categories of Xxxxx'x 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 2002-B 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 2002 Distribution Date, the Monthly Servicing Fee shall be
$953,333.
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 2002 Distribution Date, the
Class A Servicing Fee shall be $790,625. 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
16
Floating Percentage, (b) the Servicing Fee Rate and (c) the Servicing Base
Amount; provided, however, that with respect to the December 2002 Distribution
Date, the Class B Servicing Fee shall be $67,083. 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 2002 Distribution Date, the Collateral Servicing
Fee shall be $95,625. In no event shall the Trust, the Trustee, or the Series
2002-B 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 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 2002-B 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 2002-B
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 2002-B 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 2002-B 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
17
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 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.
(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 2002-B 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 2002-B Holders and deposit and retain in
the Collection Account an amount equal to the product of (x) the Principal
Allocation Percentage on such Date of Processing and (y) the aggregate
amount of Collections of Principal Receivables on such Date of Processing
(for any such date, a "Percentage Allocation"); provided, however, that,
if the sum of the Percentage Allocations with respect to the same Monthly
Period exceeds the Controlled Deposit Amount for the related Distribution
Date, plus, in the case of the Monthly Period immediately preceding the
Collateral Expected Final Distribution Date, the Collateral Invested
Amount, 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
18
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:
(i) Allocate to the Series 2002-B 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 2002-B 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 2002-B 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.
19
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 the product
of (i) (A) a fraction, the numerator of which is the actual number of days in
the related Interest Period and the denominator of which is 360, times (B) the
Class 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 December 2002 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 through December 15, 2002 (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 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 Class A
Penalty Rate and (ii) such Class A Interest Shortfall (or the portion thereof
which has not been paid to the Class A Certificateholders) shall be payable as
provided herein with respect to the Class A Certificates. Notwithstanding
anything to the contrary herein, Class A Additional Interest shall be payable or
distributed to Class A Certificateholders only to the extent permitted by
applicable law.
(b) The amount of monthly interest ("Class B Monthly Interest")
distributable from the Collection Account with respect to the Class B
Certificates on each Distribution Date shall be an amount equal to the product
of (i) (A) a fraction, the numerator of which is the actual number of days in
the related Interest Period and the denominator of which is 360, times (B) the
Class B Certificate Rate and (ii) the outstanding principal amount of the Class
B Certificates as of the close of business on the preceding Record Date;
provided, however, with respect to the December 2002 Distribution Date, Class B
Monthly Interest shall be equal to the interest accrued on the Class B Initial
Invested Amount at the applicable Class B Certificate Rate for the period from
the Closing Date through December 15, 2002 (calculated on the basis of the
actual number of days in such period and a year of 360 days).
On the Determination Date preceding each Distribution Date, the Servicer
shall determine the excess, if any (the "Class B Interest Shortfall"), of (x)
the Class B Monthly Interest for such Distribution Date over (y) the aggregate
amount of funds allocated and available to pay such Class B Monthly Interest on
such Distribution Date. If the Class B Interest Shortfall with respect to any
Distribution Date is greater than zero, on each subsequent Distribution Date
until such Class B Interest Shortfall is fully paid, an additional amount
("Class B Additional Interest") equal to the product of (i) (A) a fraction, the
numerator of which is the actual number of days from and including the
Distribution Date on which there is a shortfall to but excluding such
20
subsequent Distribution Date, and the denominator of which is 360, times (B) the
Class B Penalty Rate and (ii) such Class B Interest Shortfall (or the portion
thereof which has not been paid to the Class B Certificateholders) shall be
payable as provided herein with respect to the Class B Certificates.
Notwithstanding anything to the contrary herein, Class B Additional Interest
shall be payable or distributed to Class B Certificateholders only to the extent
permitted by applicable law.
(c) The amount of monthly interest ("Collateral Minimum Monthly Interest")
distributable from the Collection Account with respect to the Collateral
Interest on each Distribution Date shall be an amount equal to the product of
(i)(A) 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 December 2002 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 December 15, 2002
(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
21
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 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 2002-B 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
2002-B 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
22
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 2002-B (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 2002-B 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).
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.
23
(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.
(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;
24
(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.
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 2002-B 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
25
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 2002-B with respect to the related Monthly Period which are
not used to fund the Class A Required Amount and Class A Investor Charge-Offs on
the related Distribution Date and (y) the amount of Reallocated Principal
Collections which are available to fund the Class B Required Amount on such
Distribution Date pursuant to Section 4.8(b), then the Collateral Invested
Amount shall be reduced by the amount of such excess, but not by more than the
excess of the Class B Investor Default Amount for such Distribution Date over
the sum of the amount of Reallocated Principal Collections and Excess Spread and
Excess Finance Charges used to fund the Class B Investor Default Amount for such
Distribution Date. In the event that such reduction would cause the Collateral
Invested Amount to be a negative number, the Collateral Invested Amount shall be
reduced to zero, and the Class B Invested Amount shall be reduced by the amount
by which the Collateral Invested Amount would have been reduced below zero, but
not by more than the excess, if any, of the Class B Investor Default Amount for
such Distribution Date over the sum of the amount of such reduction, if any, of
the Collateral Invested Amount with respect to such Distribution Date and the
amount of Reallocated Principal Collections and Excess Spread and Excess Finance
Charges used to fund the Class B Investor Default Amount for such Distribution
Date (a "Class B Investor Charge-Off"). Class B Investor Charge-Offs shall
thereafter be reimbursed and the Class B Invested Amount increased (but not by
an amount in excess of the aggregate unreimbursed Class B Investor Charge-Offs)
on any Distribution Date by the amount of Excess Spread and Excess Finance
Charges allocated and available for that purpose pursuant to subsection 4.7(e).
(c) If, on any Distribution Date, Reallocated Principal Collections for
such Distribution Date are applied pursuant to Section 4.8(a) or (b), the
Collateral Invested Amount shall be reduced by the amount of such Reallocated
Principal Collections. In the event that such reduction would cause the
Collateral Invested Amount to be a negative number, the Collateral Invested
Amount shall be reduced to zero, and the Class B Invested Amount shall be
reduced by the amount by which the Collateral Invested Amount would have been
reduced below zero.
(d) If, on any Distribution Date, the Collateral Default Amount exceeds
the amount of Excess Spread and Excess Finance Charges available to fund the
Collateral Default Amount pursuant to subsection 4.7(h) on such Distribution
Date, then the Collateral Invested Amount shall be reduced by the amount of such
excess; provided, however, that the Collateral Invested Amount shall not be
reduced below zero.
Section 4.7 Excess Spread; Excess Finance Charges. The Servicer shall
apply or shall direct the Trustee in writing to apply, on each Distribution
Date, Excess Spread and Excess Finance Charges allocated to Series 2002-B with
respect to the related Monthly Period, to make the following distributions in
the following priority:
26
(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;
(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;
27
(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 2002-B 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;
(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 2002-B 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 2002-B 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 2002-B for any Distribution Date shall be
specified in the Transfer Agreement as the Series 2002-B Excess Finance Charge
Amount. 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
28
the Transfer Agreement on such date. The "Finance Charge Shortfall" for Series
2002-B 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 2002-B 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 2002-B 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 2002-B 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 thereof attributable to Shared
Principal Collections) and (c) for each Distribution Date on or after the Class
B Expected Final Distribution Date, the excess, if any, of the Invested Amount
over the amount of Available Investor Principal Collections for such
Distribution Date (excluding any portion thereof attributable to Shared
Principal Collections).
Section 4.11 Determination of LIBOR.
(a) On each LIBOR Determination Date, the Trustee shall determine LIBOR
based on the rate for deposits in United States dollars for a period of the
Designated Maturity which appears on Telerate Page 3750 as of 11:00 A.M. (London
Time) on such date.
(b) If such rate does not appear on Telerate Page 3750, the Trustee will
determine LIBOR on the basis of quotations of the offered rates for deposits in
United States dollars provided by the Reference Banks at approximately 11:00
A.M. (London time) on such LIBOR Determination Date to prime banks in the London
interbank market for a period of the Designated Maturity. If at least two such
quotations are provided, LIBOR will be the arithmetic mean of such quotations.
(c) If, on the LIBOR Determination Date, such rate does not appear on
Telerate Page 3750 and only one or none of the Reference Banks provides such
offered quotations, LIBOR will be the rate per annum that the Trustee determines
to be the arithmetic mean of the offered quotations that three major banks in
the city of New York selected by the Servicer are quoting at approximately 11:00
A.M. (New York City time) on that day for loans in United States dollars to
leading European banks for a period of the Designated Maturity.
29
Section 4.12 Principal Funding Account.
(a)(i) The Servicer, for the benefit of the Series 2002-B
Certificateholders, 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 2002-B
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 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 2002-B 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
30
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 property 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 2002-B
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
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.
31
Section 4.14 Reserve Account.
(a) The Servicer, for the benefit of the Series 2002-B 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 2002-B 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. 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 property 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 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
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 2002-B 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 2002-B. 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
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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 2002-B 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 2002-B Certificateholders which are payable from the Reserve Account
as provided herein, shall withdraw from the Reserve Account and distribute to
the Collateral Interest Holder all amounts, if any, on deposit in the Reserve
Account and the Reserve Account shall be deemed to have terminated for purposes
of this Supplement.
ARTICLE V
Distributions and Reports to Series 2002-B 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
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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 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 2002-B Certificateholders hereunder
shall be made by check mailed to each Series 2002-B Certificateholder at such
Series 2002-B Certificateholder's address appearing in the Certificate Register
without presentation or surrender of any Series 2002-B Certificate or the making
of any notation thereon; provided, however, that with respect to Series 2002-B
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 Transferor, 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 2002-B Certificateholder a statement substantially
in the form of Exhibit C prepared by the Servicer.
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(c) A copy of each statement or certificate provided pursuant to paragraph
(a) or (b) may be obtained by any Series 2002-B 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 2003, 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 2002-B Certificateholder, a statement prepared by the Servicer
containing the information which is required to be contained in the statement to
Series 2002-B 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 2002-B 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 2002-B Pay Out Events
Section 6.1 Series 2002-B Pay Out Events. If any one of the following
events (each, a "Series Pay Out Event") shall occur with respect to Series
2002-B:
(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 2002-B Holders (which determination shall
be made 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 2002-B Holders aggregating not less than 50% of the
outstanding principal balance of the Series 2002-B;
(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 or 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 2002-B Certificates aggregating not less than 50% of the outstanding
principal balance of the Series 2002-B Certificates and (B) as a result of which
the interests of the Series 2002-B Certificateholders are materially and
adversely affected (which determination shall be made 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
35
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 2002-B Certificateholders (which determination shall be
made 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 2002-B 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 2002-B) may declare that a Pay Out
Event has occurred with respect to Series 2002-B 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 2002-B without any notice or other
action on the part of the Trustee or Holders of Investor Certificates (including
the Collateral Interest Holder) of Series 2002-B 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 (so long as the Transferor is an
Affiliate of the Servicer) to purchase the interest of the Series 2002-B
Holders, at a purchase price equal to (i) if such day is a
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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 February 2010 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.
(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 2002-B 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 February 2010 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 10.01 of the Agreement.
(a) Purchase Price. The amount to be paid with respect to Series 2002-B 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 2002-B deposited into the Collection Account
pursuant to Section 7.2, the Trustee shall, not later than
37
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, (iii) (x) the Collateral Invested Amount on such
Distribution Date will be distributed to the Collateral Interest Holder and (y)
an amount equal to the sum of (A) Collateral Minimum Monthly Interest for such
Distribution Date, (B) any Collateral Minimum Monthly Interest previously due
but not distributed to the Collateral Interest Holder on a prior Distribution
Date and (C) the amount of Collateral Additional Interest, if any, for such
Distribution Date and any Collateral Additional Interest previously due but not
distributed to the Collateral Interest Holder on any prior Distribution Date,
will be distributed to the Collateral Interest Holder, (iv) the Monthly
Servicing Fee for such Distribution Date and any Monthly Servicing Fee
previously due but not distributed to the Servicer on a prior Distribution Date
shall be distributed to the Servicer and (v) all remaining amounts will 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 Section
8.1(b) for payment to the Series 2002-B Certificateholders shall be deemed
distributed in full to the Series 2002-B 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
38
(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 B 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, (iii) deduct an amount equal to the
Collateral Invested Amount on such Distribution Date from the portion of the
Insolvency Proceeds allocated to Collections of Principal Receivables and
distribute such amount to the Collateral Interest Holder, 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) and clause (ii) of this sentence, (iv) deduct an amount equal to any due and
unpaid Monthly Servicing Fees from the portion of the Insolvency Proceeds
allocated to Collections of Principal Receivables and pay such amount to the
Servicer provided that the amount of such distribution to the Servicer 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) and clause (ii) of this
sentence and the amount distributed to the Collateral Interest Holder pursuant
to clause (iii) of this sentence, and (v) 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, (ii) deduct an
amount equal to the sum of (w) Class B Monthly Interest for such Distribution
Date, (x) Class B Monthly Interest previously due but not distributed to the
Class B Certificateholders and (y) the amount of Class B Additional Interest, if
any, for such Distribution Date and any Class B Additional Interest previously
due but not distributed to the Class B Certificateholders on a prior
Distribution Date from the portion of the Insolvency Proceeds allocated to
Collections of Finance Charge Receivables and distribute such amount to the
Paying Agent for payment to the Class B Certificateholders, provided that the
amount of such distribution shall not exceed the product of (x) the portion of
the Insolvency Proceeds allocated to Collections of Finance Charge Receivables,
(y) the Floating Allocation Percentage with
39
respect to the related Monthly Period and (z) the Class B Floating Percentage
with respect to such Monthly Period and (iii) deduct an amount equal to the sum
of (w) Collateral Minimum Monthly Interest for such Distribution Date, (x)
Collateral Minimum Monthly Interest previously due but not distributed to the
Collateral Interest Holder and (y) the amount of Collateral Additional Interest,
if any, for such Distribution Date and any Collateral Additional Interest
previously due but not distributed to the Collateral Interest Holder 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
Collateral Interest Holder, 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 Collateral
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 and the Collateral Interest Holder pursuant to the preceding
sentence, the excess shall be distributed first to the Servicer to pay any
Monthly Servicing Fees which are due on such Distribution Date and any Monthly
Servicing Fees due on a previous Distribution Date but which have not been paid
and second 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 2002-B Certificateholders shall be distributed in full
to the Series 2002-B 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 2002-B 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.
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ARTICLE X
Miscellaneous Provisions
Section 10.1. Certain Matters Regarding the Collateral Interest Holder.
Amounts payable to the Collateral Interest Holder hereunder shall be applied in
accordance with the provisions of the Transfer Agreement.
Section 10.2 Ratification of Agreement. As supplemented by this
Supplement, the Agreement is in all respects ratified and confirmed and the
Agreement as so supplemented by this Supplement shall be read, taken and
construed as one and the same instrument.
Section 10.3 Counterparts. This Supplement may be executed in two or
more counterparts, and by different parties on separate counterparts, each of
which shall be an original, but all of which shall constitute one and the same
instrument.
Section 10.4 GOVERNING LAW. THIS SUPPLEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING THE UCC AS IN
EFFECT IN THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW
PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER
SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
Section 10.5 Notices. All directions, notices and instructions to the
Trustee shall be in writing (which may be facsimile).
Section 10.6 Amendments. This Supplement may be amended by the
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 2002-B 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
41
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 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
2002-B 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 Xxxxx 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 Fleet Credit Card Funding
Trust pursuant to the Transfer Agreement or by Fleet Secured Note Trust 2002-B
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
42
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.
(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]
43
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: /s/ Xxxxxxx X. Xxxxxx
-------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
FLEET CREDIT CARD FUNDING TRUST,
Transferor,
By: /s/ Xxxxxxx X. Xxxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
DEUTSCHE BANK TRUST COMPANY AMERICAS,
(formerly Bankers Trust Company)
Trustee
By: /s/ Xxxxx Xxxxxx
--------------------------------
Name: Xxxxx Xxxxxx
Title: Vice President
TABLE OF CONTENTS
PAGE
----
ARTICLE I
Creation of the Series 2002-B 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 2002-B 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...............................20
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...............................28
Section 4.9 Excess Finance Charges..........................................28
Section 4.10 Shared Principal Collections....................................29
Section 4.11 Determination of LIBOR..........................................29
Section 4.12 Principal Funding Account.......................................30
Section 4.13 Accumulation Period.............................................31
Section 4.14 Reserve Account.................................................32
-i-
TABLE OF CONTENTS
(continued)
PAGE
----
ARTICLE V
Distributions and Reports to Series 2002-B Certificateholders
Section 5.1 Distributions...................................................33
Section 5.2 Certificates and Statements.....................................34
ARTICLE VI
Series 2002-B Pay Out Events
Section 6.1 Series 2002-B Pay Out Events....................................35
ARTICLE VII
Optional Repurchase; Series Termination
Section 7.1 Optional Repurchase.............................................36
Section 7.2 Series Termination..............................................37
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.......40
ARTICLE IX
Certificates
Section 9.1 Book-Entry Certificates.........................................40
ARTICLE X
Miscellaneous Provisions
Section 10.1. Certain Matters Regarding the Collateral Interest Holder........41
Section 10.2 Ratification of Agreement.......................................41
Section 10.3 Counterparts....................................................41
Section 10.4 GOVERNING LAW...................................................41
-ii-
TABLE OF CONTENTS
(continued)
PAGE
----
Section 10.5 Notices.........................................................41
Section 10.6 Amendments......................................................41
Section 10.7. Uncertificated Securities.......................................41
Section 10.8. Transfers of the Collateral Interest............................41
Section 10.9. Additional Representations and Warranties of the Transferors....42
-iii-
TABLE OF CONTENTS
PAGE
----
EXHIBITS
EXHIBIT A-1 Form of Class A Certificate
EXHIBIT A-2 Form of Class B Certificate
EXHIBIT B Form of Monthly Payment Instructions
EXHIBIT C Form of Monthly Certificateholders' Statement
EXHIBIT D Form of Investment Letter
-i-
EXHIBIT A-1
TO SUPPLEMENT
-------------
REGISTERED
FLEET CREDIT CARD MASTER TRUST II
CLASS A FLOATING RATE ASSET-BACKED CERTIFICATE,
SERIES 2002-B
Unless this Class A Certificate is presented by an authorized
representative of The Depository Trust Company, a New York corporation ("DTC"),
to the Issuer or its agent for registration of transfer, exchange, or payment,
and any certificate issued is registered in the name of Cede & Co. or in such
other name as is requested by an authorized representative of DTC (and any
payment is made to Cede & Co. or to such other entity as is requested by an
authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered
owner hereof, Cede & Co., has an interest herein.
Evidencing an undivided interest in a trust, the corpus of
which consists of receivables generated from time to time in the
ordinary course of business in a portfolio of revolving consumer credit
card accounts owned by Fleet Bank (RI), National Association (the
"Bank") or any Additional Account Owner. The receivables have been or
will be transferred to the trust by the Bank or its predecessors, by
Fleet Credit Card Funding Trust or by any Additional Transferor.
No. _____ CUSIP NO. _______________
$_______________
(Not an interest in or obligation of Fleet Credit Card Funding
Trust or any affiliate thereof, except to the limited extent described
herein.)
This certifies that CEDE & CO. (the "Investor Certificateholder") is
the registered owner of an undivided interest in certain assets of a trust (the
"Trust"), created pursuant to the Pooling and Servicing Agreement, dated as of
December 1, 1993 (as amended and restated as of January 1, 2002, and as further
amended by Amendment Number 1, dated as of April 1, 2002, the "Amended and
Restated Pooling and Servicing Agreement") among the Bank, as servicer (the
"Servicer"), Fleet Credit Card Funding Trust ("FCCF"), as transferor (the
"Transferor") and Deutsche Bank Trust Company Americas, formerly known as
Bankers Trust Company, as trustee (the "Trustee"), as supplemented by the Series
2002-B Supplement, dated as of October 31, 2002, among the Bank, as Servicer,
FCCF, as Transferor and the Trustee. The Amended and Restated Pooling and
Servicing Agreement, the Series 2002-B Supplement and any amendments,
exhibits and schedules thereto are collectively referred to herein as the
"Agreement." The corpus of the Trust consists of (i) a portfolio of receivables
(the "Receivables") arising under selected VISA and MasterCard* consumer credit
card accounts or other revolving consumer credit accounts (the "Accounts") in
portfolios of revolving consumer credit accounts owned by any of the Bank or any
Additional Account Owner, (ii) all moneys due or to become due in payment of the
Receivables and all amounts received with respect to the Receivables and all
proceeds of the Receivables (other than investment earnings related to such
proceeds), (iii) the right to receive certain Allocated Interchange attributed
to cardholder charges for merchandise and services in the Accounts, (iv) certain
amounts recovered from Accounts in which the Receivables have been written off
as uncollectible, (v) proceeds of credit insurance policies relating to the
Receivables and (vi) all monies on deposit in certain bank accounts of the Trust
and the benefits of any type of enhancement ("Series Enhancement") issued with
respect to any Series (the drawing on or payment of such Series Enhancement
being available only to Certificateholders of a specified Series or Class unless
otherwise indicated in the related Supplement). The Trust assets may also
include participations (including 100% participations) representing undivided
interests in a pool of assets primarily consisting of revolving credit card
receivables or consumer loan receivables (secured and unsecured), and any
interests in both such types of receivables, including securities representing
or backed by both such types of receivables, and other self-liquidating
financial assets owned by the Transferor or any affiliate of the Transferor and
collections thereon. The initial Transferor conveyed to the Trust all
Receivables existing under certain designated Accounts at the time of the
formation of the Trust and all Receivables arising under such Accounts from time
to time thereafter. In addition, the initial Transferor and subsequent
Transferors have conveyed and the Transferor may convey in the future all
Receivables existing under certain designated Additional Accounts (including
Automatic Additional Accounts) and all Receivables thereafter arising in such
Additional Accounts.
Although a summary of certain provisions of the Agreement is set forth
below, this Class A Certificate does not purport to summarize the Agreement,
such summary is qualified in its entirety by the terms and provisions of the
Agreement and reference is made to the Agreement for information with respect to
the interests, rights, benefits, obligations, proceeds, and duties evidenced
hereby and the rights, duties and obligations of the Trustee. A copy of the
Agreement may be obtained from the Trustee by writing to the Trustee at 00 Xxxx
Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate Trust & Agency
Services-Structured Finance Services, with a copy to Deutsche Bank Trust Company
Americas, c/o DB Services New Jersey Inc., 000 Xxxxx Xxx, XX XXX00-0000, Xxxxxx
Xxxx, XX 00000, Attention: Corporate Trust & Agency Services-Structured Finance
Services. To the extent not defined herein, the capitalized terms used herein
have the meanings ascribed to them in the Agreement.
This Class A Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement to which the Holder of this Class A
Certificate by virtue of the acceptance hereof assents and is bound.
----------
* VISA and MasterCard are registered trademarks of VISA USA, Inc., and
MasterCard International Inc., respectively.
A-1-2
It is the intent of the Transferor and the Class A Certificateholders
that, for federal income taxes, state and local income and franchise taxes and
any other taxes imposed on or measured by income, the Class A Certificates will
be treated as indebtedness secured by the Receivables. The Servicer, by entering
into the Agreement, and the Transferor, the Holder of the Transferors' Interest,
each Holder of a Class A Certificate and each Holder of a Class B Certificate,
by acceptance of its Certificate, agrees to treat the Series 2002-B Certificates
for purposes of federal income taxes, state and local income and franchise
taxes, and any other taxes imposed on or measured by income, as indebtedness of
the Transferor.
Subject to the terms of the Agreement, payments of principal of the
Class A Certificates are limited to the unpaid Class A Investor Amount, which
may be less than the unpaid principal balance of the Class A Certificates,
pursuant to the terms of the Agreement. All principal of and interest on the
Class A Certificates is scheduled to be paid by the October 2007 Distribution
Date but may be paid earlier. Subject to prior termination as provided in the
Agreement, the interest of the Series 2002-B Certificateholders in the Trust
will terminate following the earlier of (i) the April 2010 Distribution Date and
(ii) the termination of the Trust pursuant to Section 12.01 of the Agreement.
The Receivables consist of Principal Receivables which arise generally
from the purchase of goods and services and cash advances and in respect of
Periodic Finance Charges, Overlimit Fees, Late Fees, annual membership fees and
annual service charges, if any, Cash Advance Fees, transaction charges and all
other fees and charges with respect to the Accounts designated by the Transferor
to be included in Finance Charge Receivables.
This Certificate is one of a series of Certificates entitled "Fleet
Credit Card Master Trust II, Class A Floating Rate Asset Backed Certificates,
Series 2002-B" (the "Class A Certificates"), each of which represents a
fractional undivided interest in certain assets of the Trust. The Trust's assets
are allocated in part to the Holders of the Class A Certificates, in part to the
Holders of the Class B Certificates, in part to the Collateral Interest Holder,
in part to the Holders of Investor Certificates of all other Series and in part
to the Transferor as Holder of the Transferors' Interest. The Transferors'
Interest represents the interest in the Principal Receivables not represented by
the Investor Certificates.
The aggregate interest represented by the Series 2002-B Certificates
and the Collateral Interest at any time in the Principal Receivables in the
Trust shall not exceed an amount equal to the Principal Allocation Percentage
thereof (as set forth in the Agreement) at such time. The Initial Invested
Amount is $750,000,000. The Invested Amount for any date will equal the sum of
the Class A Invested Amount, the Class B Invested Amount and the Collateral
Invested Amount. The Class A Initial Invested Amount is $618,750,000. The Class
A Invested Amount for any date of determination will be 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 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.
A-1-3
Interest will be distributed monthly on the 15th day of each calendar
month or, if such 15th day is not a Business Day, payment will be made on the
next succeeding Business Day (each, a "Distribution Date"), commencing December
16, 2002, in an amount equal to the product of (i) (A) a fraction, the numerator
of which is the actual number of days in the related Interest Period and the
denominator of which is 360, times (B) the Class A Certificate Rate, and (ii)
the outstanding principal amount of the Class A Certificates as of the preceding
Record Date; provided, however, with respect to the December 2002 Distribution
Date, the amount of interest distributed on the Class A Certificates will be
equal to the interest accrued on the Class A Certificates at the applicable
Class A Certificate Rate for the period from the Closing Date through December
15, 2002 (calculated on the basis of the actual number of days in such period
and a year of 360 days).
The Class A Certificates will bear interest for each Interest Period at
the rate of 0.14% per annum above LIBOR determined as set forth below (the
"Class A Certificate Rate").
The Trustee will determine LIBOR on the second London Business Day
prior to the Closing Date for the period from the Closing Date through December
15, 2002 and for each Interest Period thereafter, on the second London Business
Day prior to the Distribution Date on which such Interest Period commences
(each, a "LIBOR Determination Date"). A "London Business Day" is any day on
which dealings in deposits in United States dollars are transacted in the London
interbank market. The Class A Certificate Rate applicable to the then current
and the immediately preceding Interest Periods may be obtained by telephoning
the Trustee at its Corporate Trust Office at (000) 000-0000.
The determination of LIBOR will be made in accordance with the
following provisions:
(i) On each LIBOR Determination Date, the Trustee will
determine LIBOR based on the rate for deposits in United States dollars
for a period of the Designated Maturity which appears on Telerate Page
3750 as of 11:00 A.M. (London time) on such date.
(ii) If such rate does not appear on Telerate Page 3750, the
Trustee will determine LIBOR on the basis of quotations of the offered
rates for deposits in United States dollars provided by the Reference
Banks at approximately 11:00 A.M. (London time) on such LIBOR
Determination Date to prime banks in the London interbank market for a
period of the Designated Maturity. If at least two such quotations are
provided, LIBOR will be the arithmetic mean of such quotations.
(iii) If, on the LIBOR Determination Date, such rate does not
appear on Telerate Page 3750 and only one or none of the Reference
Banks provides such offered quotations, LIBOR will be the rate per
annum that the Trustee determines to be the arithmetic mean of the
offered quotations that three major banks in The City of New York
selected by the Servicer are quoting at approximately 11:00 A.M. (New
York City time) on that day for loans in United States dollars to
leading European banks for a period of the Designated Maturity.
A-1-4
"Designated Maturity" as used in the preceding provisions means, one
month; provided, that LIBOR for the initial Interest Period will be determined
by straight-line interpolation (based on the actual numbers of days in the
initial Interest Period) between two rates determined in accordance with the
definition of LIBOR, one of which will be determined for a Designated Maturity
of one month and the other of which will be determined for a Designated Maturity
of two months.
On each Distribution Date with respect to the Accumulation Period, an
amount equal to the least of (a) Available Investor Principal Collections on
deposit in the Collection Account with respect to such Distribution Date, (b)
the Controlled Deposit Amount for such Distribution Date and (c) the Class A
Invested Amount on such Distribution Date, will be deposited in the Principal
Funding Account for payment to the Class A Certificateholders on the earlier to
occur of the Class A Expected Final Distribution Date or the first Distribution
Date with respect to the Rapid Amortization Period.
On each Distribution Date during the Rapid Amortization Period until
the Class A Investor Amount has been paid in full or the Series Termination Date
occurs, the Class A Certificateholders will be entitled to receive Available
Investor Principal Collections in an amount up to the Class A Investor Amount.
On any Distribution Date occurring on or after the Investor Amount is
reduced to 5% or less of the Initial Invested Amount during the Revolving Period
the Transferor will have the option (to be exercised in its sole discretion) to
repurchase the Certificates.
This Class A Certificate does not represent an obligation of, or an
interest in, FleetBoston Financial Corporation, the Bank, any Additional Account
Owner, FCCF, any Additional Transferor, the Servicer or any Affiliate of any of
them. None of the Class A Certificates, the Accounts nor the Receivables are
deposits or insured or guaranteed by the Federal Deposit Insurance Corporation
or any other governmental agency. This Class A Certificate is limited in right
of payment to certain Collections with respect to the Receivables (and certain
other amounts), all as more specifically set forth herein and in the Agreement.
The Agreement may be amended under certain circumstances by the
Servicer, the Transferor and the Trustee, without Certificateholder consent,
provided that (i) the Transferor shall have delivered to the Trustee an
Officer's Certificate to the effect that the Transferor reasonably believes that
such amendment will not result in the occurrence of a Pay Out Event or
materially adversely affect the amount or timing of distributions to be made to
the Investor Certificateholders of any Series or Class and (ii) written
confirmation from each Rating Agency that such amendment will not result in a
reduction or withdrawal of the rating of the Series 2002-B Certificates or the
rating of any other outstanding Series or Class with respect to which it is a
Rating Agency.
The Agreement may be amended by the Servicer, the Transferor and the
Trustee, with the consent of the Holders of Investor Certificates evidencing not
less than 66-2/3% of the aggregate Investor Amount of the Investor Certificates
of all adversely affected Series, for the purpose of adding any provisions to,
changing in any manner or eliminating any of the
A-1-5
provisions of the Agreement or of modifying in any manner the rights of Investor
Certificateholders of any Series then issued and outstanding; provided, however,
that no such amendment shall (a) reduce in any manner the amount of, or delay
the timing of, distributions to Investor Certificateholders or deposits of
amounts to be so distributed or the amount available under any Series
Enhancement without the consent to any such amendment of each affected
Certificateholder, (b) change the definition of or the manner of calculating the
interest of any Investor Certificateholder without the consent of each affected
Investor Certificateholder, (c) reduce the aforesaid percentage required to
consent to any such amendment without the consent of each Investor
Certificateholder or (d) adversely affect the rating of any Series or Class by
each Rating Agency without the consent of the Holders of Investor Certificates
of such Series or Class evidencing not less than 66-2/3% of the aggregate
Investor Amount of the Investor Certificates of such Series or Class.
The Class A Certificates are issuable only in denominations of $1,000
and integral multiples of $1,000 in excess thereof. The transfer of this Class A
Certificate shall be registered in the Certificate Register upon surrender of
this Class A Certificate for registration of transfer at any office or agency
maintained by the Transfer Agent and Registrar accompanied by a written
instrument of transfer, in a form satisfactory to the Trustee and the Transfer
Agent and Registrar, duly executed by the Holder or his attorney and duly
authorized in writing, and thereupon one or more new Class A Certificates of
authorized denominations and for the same aggregate fractional undivided
interest will be issued to the designated transferee or transferees.
As provided in the Agreement and subject to certain limitations therein
set forth, this Class A Certificate is exchangeable for a new Class A
Certificate evidencing a like aggregate fractional undivided interest, as
requested by the Holder surrendering this Class A Certificate. No service charge
may be imposed for any such exchange, but the Transfer Agent and Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection therewith.
Prior to due presentation of this Class A Certificate for registration
of transfer, the Transfer Agent and Registrar, the Paying Agent and the Trustee
and any agent of any of them may treat the person in whose name this Class A
Certificate is registered as the owner hereof for all purposes, and neither the
Trustee, the Paying Agent or the Transfer Agent and Registrar nor any agent of
any of them shall be affected by notice to the contrary except in certain
circumstances described in the Agreement.
This Class A Certificate shall be construed in accordance with and
governed by the laws of the State of New York, without reference to its conflict
of law provisions.
Unless the certificate of authentication hereon has been executed by or
on behalf of the Trustee, by manual signature, or by an authenticating agent
appointed by the Trustee, this Class A Certificate shall not be entitled to any
benefit under the Agreement, or be valid for any purpose.
A-1-6
IN WITNESS WHEREOF, the Transferor has caused this Class A Certificate
to be duly executed.
FLEET CREDIT CARD FUNDING TRUST
By:
----------------------------
Vice President
A-1-7
This is one of the Class A Certificates referred to in the
within-mentioned Agreement.
DEUTSCHE BANK TRUST COMPANY
AMERICAS,
as Trustee,
By:
----------------------------
Authorized Officer
Dated: October 31, 2002
ASSIGNMENT
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE(S)
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
-------------------------------
: :
: :
: :
------------------------------- -------------------------------
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE)
the within certificate and all rights thereunder, and
--------------------------
hereby irrevocably constitutes and appoints Attorney, with
----------------------
full power of substitution in the premises, to transfer said certificate on the
books kept for registration thereof.
Dated:
-------------------------------
--------------------------------------------
Note: The signature(s) to this Assignment
must correspond with the name(s) as written
on the face of the within certificate in
every particular, without alteration or
enlargement or any change whatever.
(1) An assignee which is not a United
States Person as defined in the
Internal Revenue Code of 1986, as
amended (the "Code") must certify
to the Transfer Agent and Registrar
in writing as to such status and
such further information as may be
required under the Code or
reasonably requested by the
Transfer Agent and Registrar.
X-0-0
XXXXXXX X-0
TO SUPPLEMENT
REGISTERED
FLEET CREDIT CARD MASTER TRUST II
CLASS B FLOATING RATE ASSET-BACKED CERTIFICATE,
SERIES 2002-B
THIS CLASS B CERTIFICATE MAY NOT BE ACQUIRED BY OR FOR THE ACCOUNT
OF A BENEFIT PLAN.
Unless this Class B Certificate is presented by an authorized
representative of The Depository Trust Company, a New York corporation ("DTC"),
to the Issuer or its agent for registration of transfer, exchange, or payment,
and any certificate issued is registered in the name of Cede & Co. or in such
other name as is requested by an authorized representative of DTC (and any
payment is made to Cede & Co. or to such other entity as is requested by an
authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered
owner hereof, Cede & Co., has an interest herein.
Evidencing an undivided interest in a trust, the corpus of which
consists of receivables generated from time to time in the ordinary course
of business in a portfolio of revolving consumer credit card accounts
owned by Fleet Bank (RI), National Association (the "Bank") or any
Additional Account Owner. The receivables have been or will be transferred
to the trust by the Bank or its predecessors, by Fleet Credit Card Funding
Trust or by any Additional Transferor.
No. ___ CUSIP NO. __________________
$__________________
(Not an interest in or obligation of Fleet Bank (RI), National
Association, or any affiliate thereof, except to the limited extent
described herein.)
This certifies that CEDE & CO. (the "Investor Certificateholder") is the
registered owner of an undivided interest in certain assets of a trust (the
"Trust"), created pursuant to the Pooling and Servicing Agreement, dated as of
December 1, 1993 (as amended and restated on January 1, 2002, and as further
amended by Amendment Number 1, dated as of April 1, 2002, the "Amended and
Restated Pooling and Servicing Agreement") among the Bank, as servicer (the
"Servicer"), Fleet Credit Card Funding Trust ("FCCF"), as transferor (the
"Transferor") and Deutsche Bank Trust Company Americas, formerly known as
Bankers Trust Company, as trustee (the "Trustee"), as supplemented by the Series
2002-B Supplement, dated as of October 31,
2002, among the Bank, as Servicer, FCCF, as Transferor and the Trustee. The
Amended and Restated Pooling and Servicing Agreement, the Series 2002-B
Supplement and any amendments, exhibits and schedules thereto are collectively
referred to herein as the "Agreement." The corpus of the Trust consists of (i) a
portfolio of receivables (the "Receivables") arising under selected VISA and
MasterCard* consumer credit card accounts or other revolving consumer credit
accounts (the "Accounts") in portfolios of revolving consumer credit accounts
owned by any of the Bank or any Additional Account Owner, (ii) all moneys due or
to become due in payment of the Receivables and all amounts received with
respect to the Receivables and all proceeds of the Receivables (other than
investment earnings related to such proceeds), (iii) the right to receive
certain Allocated Interchange attributed to cardholder charges for merchandise
and services in the Accounts, (iv) certain amounts recovered from Accounts in
which the Receivables have been written off as uncollectible, (v) proceeds of
credit insurance policies relating to the Receivables and (vi) all monies on
deposit in certain bank accounts of the Trust and the benefits of any type of
enhancement ("Series Enhancement") issued with respect to any Series (the
drawing on or payment of such Series Enhancement being available only to
Certificateholders of a specified Series or Class unless otherwise indicated in
the related Supplement). The Trust assets may also include participations
(including 100% participations) representing undivided interests in a pool of
assets primarily consisting of revolving credit card receivables or consumer
loan receivables (secured and unsecured), and any interests in both such types
of receivables, including securities representing or backed by both such types
of receivables, and other self-liquidating financial assets owned by the
Transferor or any affiliate of the Transferor and collections thereon. The
initial Transferor conveyed to the Trust all Receivables existing under certain
designated Accounts at the time of the formation of the Trust and all
Receivables arising under such Accounts from time to time thereafter. In
addition, the initial Transferor and subsequent Transferors have conveyed and
the Transferor may convey in the future all Receivables existing under certain
designated Additional Accounts (including Automatic Additional Accounts) and all
Receivables thereafter arising in such Additional Accounts.
Although a summary of certain provisions of the Agreement is set
forth below, this Class B Certificate does not purport to summarize the
Agreement, such summary is qualified in its entirety by the terms and provisions
of the Agreement and reference is made to the Agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee. A copy
of the Agreement may be obtained from the Trustee by writing to the Trustee at
00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate Trust & Agency
Services-Structured Finance Services, with a copy to Deutsche Bank Trust Company
Americas, c/o DB Services New Jersey Inc., 000 Xxxxx Xxx, XX XXX00-0000, Xxxxxx
Xxxx, XX 00000, Attention: Corporate Trust & Agency Services-Structured Finance
Services. To the extent not defined herein, the capitalized terms used herein
have the meanings ascribed to them in the Agreement.
This Class B Certificate is issued under and is subject to the
terms, provisions and conditions of the Agreement to which the Holder of this
Class B Certificate by virtue of the acceptance hereof assents and is bound.
----------
* VISA and MasterCard are registered trademarks of VISA USA, Inc., and
MasterCard International Inc., respectively.
A-2-2
It is the intent of the Transferor and the Class B
Certificateholders that, for federal income taxes, state and local income and
franchise taxes and any other taxes imposed on or measured by income, the Class
B Certificates will be treated as indebtedness secured by the Receivables. The
Servicer, by entering into the Agreement, and the Transferor, the Holder of the
Transferors' Interest, each Holder of a Class B Certificate, and each Holder of
a Class A Certificate, by acceptance of its Certificate, agrees to treat the
Series 2002-B Certificates for purposes of federal income taxes, state and local
income and franchise taxes, and any other taxes imposed on or measured by
income, as indebtedness of the Transferor.
Subject to the terms of the Agreement, payments of principal of the
Class B Certificates are limited to the unpaid Class B Investor Amount, which
may be less than the unpaid principal balance of the Class B Certificates,
pursuant to the terms of the Agreement. Principal payments on the Class B
Certificates will not be made unless the Class A Certificates are paid in full.
All principal of and interest on the Class B Certificates is scheduled to be
paid by the October 2007 Distribution Date, but may be paid earlier. Subject to
prior termination as provided in the Agreement, the interest of the Series
2002-B Certificateholders in the Trust will terminate following the earlier of
(i) the April 2010 Distribution Date and (ii) the termination of the Trust
pursuant to Section 12.01 of the Agreement.
The Receivables consist of Principal Receivables which arise
generally from the purchase of goods and services and cash advances and in
respect of Periodic Finance Charges, Overlimit Fees, Late Fees, annual
membership fees and annual service charges, if any, Cash Advance Fees,
transaction charges and all other fees and charges with respect to the Accounts
designated by the Transferor to be included in Finance Charge Receivables.
This Certificate is one of a series of Certificates entitled "Fleet
Credit Card Master Trust II, Class B Floating Rate Asset Backed Certificates,
Series 2002-B" (the "Class B Certificates"), each of which represents a
fractional undivided interest in certain assets of the Trust. The Trust's assets
are allocated in part to the Holders of the Class B Certificates and in part to
the Holders of the Class A Certificates, in part to the Collateral Interest
Holder, in part to the Holders of Investor Certificates of all other Series and
in part to the Transferor as Holder of the Transferors' Interest. The
Transferors' Interest represents the interest in the Principal Receivables not
represented by the Investor Certificates.
THE CLASS B CERTIFICATES ARE SUBORDINATED TO THE CLASS A
CERTIFICATES TO THE EXTENT SET FORTH IN THE AGREEMENT.
The aggregate interest represented by the Series 2002-B Certificates
and the Collateral Interest at any time in the Principal Receivables in the
Trust shall not exceed an amount equal to the Principal Allocation Percentage
thereof (as set forth in the Agreement) at such time. The Initial Invested
Amount is $750,000,000. The Invested Amount for any date will equal the sum of
the Class A Invested Amount, the Class B Invested Amount and the Collateral
Invested Amount. The Class B Initial Invested Amount is $52,500,000. The Class B
Invested Amount for any date will be an amount equal to (a) the Class B Initial
Invested Amount, minus (b) the aggregate amount of principal payments made to
the Class B Certificateholders on or
A-2-3
prior to such date, minus (c) the excess, if any, of the aggregate amount of
Class B Investor Charge-Offs for all prior Distribution Dates over the aggregate
amount of any reimbursement of Class B Investor Charge-Offs for all Distribution
Dates preceding such date, minus (d) the amount of Reallocated Principal
Collections allocated on all prior Distribution Dates, minus (e) an amount equal
to the amount by which the Class B Invested Amount has been reduced pursuant to
subsection 4.6(a) of the Agreement on all prior Distribution Dates, plus (f) the
amount of Excess Spread and Excess Finance Charges allocated and available on
all prior Distribution Dates for the purpose of reimbursing amounts deducted
pursuant to the foregoing clauses (c), (d) and (e), and minus (g) the positive
difference, if any, between the Principal Funding Account Balance and the Class
A Investor Amount on such date; provided, however, that the Class B Invested
Amount may not be reduced below zero.
Interest will be distributed monthly on the 15th day of each
calendar month or, if such 15th day is not a Business Day, payment will be made
on the next succeeding Business Day (each, a "Distribution Date"), commencing
December 16, 2002, in an amount equal to the product of (i) (A) a fraction, the
numerator of which is the actual number of days in the related Interest Period
and the denominator of which is 360, times (B) the Class B Certificate Rate, and
(ii) the outstanding principal amount of the Class B Certificates as of the
preceding Record Date; provided, however, with respect to the December 2002
Distribution Date, the amount of interest distributed on the Class A
Certificates will be equal to the interest accrued on the Class B Initial
Invested Amount at the applicable Class B Certificate Rate for the period from
the Closing Date through December 15, 2002 (calculated on the basis of the
actual number of days in such period and a year of 360 days).
The Class B Certificates will bear interest for each Interest Period
at the rate of 0.44% per annum determined as set forth below (the "Class B
Certificate Rate").
The Trustee will determine LIBOR on the second London Business Day
prior to the Closing Date for the period from the Closing Date through December
15, 2002 and for each Interest Period thereafter, on the second London Business
Day prior to the Distribution Date on which such Interest Period commences
(each, a "LIBOR Determination Date"). A "London Business Day" is any day on
which dealings in deposits in United States dollars are transacted in the London
interbank market. The Class B Certificate Rate applicable to the then current
and the immediately preceding Interest Periods may be obtained by telephoning
the Trustee at its Corporate Trust Office at (000) 000-0000.
The determination of LIBOR will be made in accordance with the
following provisions:
(i) On each LIBOR Determination Date, the Trustee will determine
LIBOR based on the rate for deposits in United States dollars for a period
of the Designated Maturity which appears on Telerate Page 3750 as of 11:00
A.M. (London time) on such date.
(ii) If such rate does not appear on Telerate Page 3750, the Trustee
will determine LIBOR on the basis of quotations of the offered rates for
deposits in United States dollars provided by the Reference Banks at
approximately 11:00 A.M. (London time) on such
A-2-4
LIBOR Determination Date to prime banks in the London interbank market for
a period of the Designated Maturity. If at least two such quotations are
provided, LIBOR will be the arithmetic mean of such quotations.
(iii) If, on the LIBOR Determination Date, such rate does not appear
on Telerate Page 3750 and only one or none of the Reference Banks provides
such offered quotations, LIBOR will be the rate per annum that the Trustee
determines to be the arithmetic mean of the offered quotations that three
major banks in The City of New York selected by the Servicer are quoting
at approximately 11:00 A.M. (New York City time) on that day for loans in
United States dollars to leading European banks for a period of the
Designated Maturity.
"Designated Maturity" as used in the preceding provisions means, one
month; provided, that LIBOR for the initial Interest Period will be determined
by straight-line interpolation (based on the actual numbers of days in the
initial Interest Period) between two rates determined in accordance with the
definition of LIBOR, one of which will be determined for a Designated Maturity
of one month and the other of which will be determined for a Designated Maturity
of two months.
On each Distribution Date with respect to the Accumulation Period an
amount equal to the least of (a) Available Investor Principal Collections on
deposit in the Collection Account with respect to such Distribution Date, (b)
the Controlled Deposit Amount for such Distribution Date (minus the portion of
such Controlled Deposit Amount for such Distribution Date applied to Class A
Monthly Principal on such Distribution Date)) and (c) the Class B Invested
Amount, will be deposited in the Principal Funding Account for payment to the
Class B Certificateholders on the Class B Expected Final Distribution Date or
the first Distribution Date with respect to the Rapid Amortization Period
provided that no such amounts shall be paid to the Class B Certificates until
the Class A Certificates are paid in full.
On each Distribution Date during the Rapid Amortization Period
(following the payment in full of the Class A Certificates) until the Class B
Investor Amount has been paid in full or the Series Termination Date occurs, the
Class B Certificateholders will be entitled to receive Available Investor
Principal Collections (minus the portion of Available Investor Principal
Collections applied to Class A Monthly Principal on such Distribution Date) in
an amount up to the Class B Investor Amount.
On any Distribution Date occurring on or after the Investor Amount
is reduced to 5% or less of the Initial Invested Amount during the Revolving
Period, the Transferor will have the option (to be exercised in their sole
discretion) to repurchase the Certificates.
This Class B Certificate does not represent an obligation of, or an
interest in, FleetBoston Financial Corporation, the Bank, any Additional Account
Owner, the Servicer, FCCF, any Additional Transferor or any Affiliate of any of
them. None of the Class B Certificates, the Accounts or the Receivables are
deposits or insured or guaranteed by the Federal Deposit Insurance Corporation
or any other governmental agency. This Class B Certificate is
A-2-5
limited in right of payment to certain Collections respecting the Receivables
(and certain other amounts), all as more specifically set forth herein and in
the Agreement.
The Agreement may be amended under certain circumstances by the
Servicer, the Transferor and the Trustee, without Certificateholder consent,
provided that (i) the Transferor shall have delivered to the Trustee an
Officer's Certificate to the effect that the Transferor reasonably believes that
such amendment will not result in the occurrence of a Pay out Event or
materially adversely affect the amount or timing of distributions to be made to
the Investor Certificateholders of any Series or Class and (ii) written
confirmation from each Rating Agency that such amendment will not result in a
reduction or withdrawal of the rating of the Series 2002-B Certificates or the
rating of any other outstanding Series or Class with respect to which it is a
Rating Agency.
The Agreement may be amended by the Servicer, the Transferor and the
Trustee, with the consent of the Holders of Investor Certificates evidencing not
less than 66-2/3% of the aggregate Investor Amount of the Investor Certificates
of all adversely affected Series, for the purpose of adding any provisions to,
changing in any manner or eliminating any of the provisions of the Agreement or
of modifying in any manner the rights of Investor Certificateholders of any
Series then issued and outstanding; provided, however, that no such amendment
shall (a) reduce in any manner the amount of, or delay the timing of,
distributions to Investor Certificateholders or deposits of amounts to be so
distributed or the amount available under any Series Enhancement without the
consent to any such amendment of each affected Certificateholder, (b) change the
definition of or the manner of calculating the interest of any Investor
Certificateholder without the consent of each affected Investor
Certificateholder, (c) reduce the aforesaid percentage required to consent to
any such amendment without the consent of each Investor Certificateholder or (d)
adversely affect the rating of any Series or Class by each Rating Agency without
the consent of the Holders of Investor Certificates of such Series or Class
evidencing not less than 66-2/3% of the aggregate Investor Amount of the
Investor Certificates of such Series or Class.
The Class B Certificates are issuable only in denominations of
$1,000 and integral multiples of $1,000 in excess thereof. The transfer of this
Class B Certificate shall be registered in the Certificate Register upon
surrender of this Class B Certificate for registration of transfer at any office
or agency maintained by the Transfer Agent and Registrar accompanied by a
written instrument of transfer, in a form satisfactory to the Trustee and the
Transfer Agent and Registrar, duly executed by the Holder or his attorney and
duly authorized in writing, and thereupon one or more new Class B Certificates
of authorized denominations and for the same aggregate fractional undivided
interest will be issued to the designated transferee or transferees.
As provided in the Agreement and subject to certain limitations
therein set forth, this Class B Certificate is exchangeable for a new Class B
Certificate evidencing a like aggregate fractional undivided interest, as
requested by the Holder surrendering this Class B Certificate. No service charge
may be imposed for any such exchange, but the Transfer Agent and Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection therewith.
A-2-6
This Class B Certificate may not be acquired by or for the account
of (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 Xxxxx 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 (a "Benefit Plan"), other than an insurance company which is
investing assets of its general account and satisfies the conditions applicable
under Sections I and III of U.S. Department of Labor Prohibited Transaction
Class Exemption 95-60. By accepting and holding this Class B Certificate, the
Holder hereof shall be deemed to have represented and warranted that it is not a
Benefit Plan or that it is an insurance company which satisfies the conditions
specified above. By acquiring any interest in this Class B Certificate, the
applicable Certificate Owner or Owners shall be deemed to have represented and
warranted that it or they are not Benefit Plans or that it is an insurance
company which satisfies the conditions specified above.
Prior to due presentation of this Class B Certificate for
registration of transfer, the Transfer Agent and Registrar, the Paying Agent and
the Trustee and any agent of any of them may treat the person in whose name this
Class B Certificate is registered as the owner hereof for all purposes, and
neither the Trustee, the Paying Agent or the Transfer Agent and Registrar nor
any agent of any of them shall be affected by notice to the contrary except in
certain circumstances described in the Agreement.
This Class B Certificate shall be construed in accordance with and
governed by the laws of the State of New York, without reference to its conflict
of law provisions.
Unless the certificate of authentication hereon has been executed by
or on behalf of the Trustee, by manual signature, or by an authenticating agent
appointed by the Trustee, this Class B Certificate shall not be entitled to any
benefit under the Agreement, or be valid for any purpose.
A-2-7
IN WITNESS WHEREOF, the Transferor has caused this Class B
Certificate to be duly executed.
FLEET CREDIT CARD FUNDING TRUST
By:______________________________
Vice President
A-2-8
This is one of the Class B Certificates referred to in the
within-mentioned Agreement.
DEUTSCHE BANK TRUST COMPANY AMERICAS,
as Trustee,
By:______________________________
Authorized Officer
Dated: October 31, 2002
----------
ASSIGNMENT
----------
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE(S)
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
--------------------------
: :
: :
: :
-------------------------- -----------------------------
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE)
____________________ the within certificate and all rights thereunder, and
hereby irrevocably constitutes and appoints ____________________ Attorney, with
full power of substitution in the premises, to transfer said certificate on the
books kept for registration thereof.
Dated: ________________________
------------------------------
Note: The signature(s) to this Assignment must
correspond with the name(s) as written on the face of
the within certificate in every particular, without
alteration or enlargement or any change whatever.
(1) An assignee which is not a United States Person as
defined in the Internal Revenue Code of 1986, as
amended (the "Code") must certify to the Transfer
Agent and Registrar in writing as to such status
and such further information as may be required
under the Code or reasonably requested by the
Transfer Agent and Registrar.
A-2-2
EXHIBIT B
TO SUPPLEMENT
MONTHLY PAYMENT INSTRUCTIONS AND
NOTIFICATION TO THE TRUSTEE
FLEET BANK (RI), NATIONAL ASSOCIATION
------------------------------
FLEET CREDIT CARD MASTER TRUST II
Series 2002-B
------------------------------
The undersigned, a duly authorized representative of Fleet Bank (RI),
National Association, (the "Bank"), as Servicer pursuant to the Pooling and
Servicing Agreement dated as of December 1, 1993, as amended and restated as of
January 1, 2002, and as further amended by Amendment Number 1, dated as of April
1, 2002 ("Amended and Restated Pooling and Servicing Agreement") among the Bank,
as servicer (the "Servicer"), Fleet Credit Card Funding Trust ("FCCF"), as
transferor (the "Transferor") and Deutsche Bank Trust Company Americas, formerly
known as Bankers Trust Company, as trustee (the "Trustee"), as supplemented by
the Series 2002-B Supplement, dated as of October 31, 2002, by and among the
Bank, as Servicer, FCCF, as Transferor and the Trustee, does hereby certify as
follows:
A) Capitalized terms used in this Certificate have their respective
meanings set forth in the Agreement. References herein to certain sections are
references to the respective sections of the Agreement.
B) The Bank is Servicer under the Agreement.
C) The undersigned is a Servicing Officer.
D) The date of this notice is a Determination Date under the
Agreement.
I. APPLICATION OF CLASS A AVAILABLE FUNDS, CLASS B AVAILABLE FUNDS,
COLLATERAL AVAILABLE FUNDS AND AVAILABLE INVESTOR PRINCIPAL COLLECTIONS.
Pursuant to the Supplement, the Servicer does hereby instruct the Trustee
(i) to make the following withdrawals from the Collection Account with
respect to the Distribution Date and (ii) to apply the proceeds of such
withdrawals in accordance with referenced Sections of the Supplement:
A) Class A Available Funds (Section 4.5(a)):
(1) Class A Monthly Interest........................... $__________
(2) Overdue Class A Monthly Interest................... $__________
(3) Class A Additional Interest........................ $__________
(4) Class A Servicing Fee.............................. $__________
(5) Overdue Class A Servicing Fee...................... $__________
(6) Class A Investor Default Amount (to be treated as
Available Investor Principal Collections).......... $__________
(7) Excess Spread...................................... $__________
B) Class B Available Funds (Section 4.5(b)):
(1) Class B Monthly Interest........................... $__________
(2) Overdue Class B Monthly Interest................... $__________
(3) Class B Additional Interest........................ $__________
(4) Class B Servicing Fee.............................. $__________
(5) Overdue Class B Servicing Fee...................... $__________
(6) Excess Spread...................................... $__________
C) Collateral Available Funds (Section 4.5(c))
(1) If the Bank or Trustee is not the Servicer,
Collateral Servicing Fee, if any................... $__________
(2) Overdue Collateral Servicing Fee, if any........... $__________
(3) Excess Spread...................................... $__________
B-2
D) Available Investor Principal Collections (Sections 4.5(d) and (e)):
(1) Class A Monthly Principal.......................... $__________
(2) Class B Monthly Principal.......................... $__________
(3) Collateral Monthly Principal....................... $__________
(4) Shared Principal Collections (available for other
Series in Group One or the Holders of the
Transferor Certificates)........................... $__________
E) Excess Spread (Section 4.7):
(1) Class A Required Amount, if any.................... $__________
(2) Class A Investor Charge-Offs (to be treated as
Available Investor Principal Collections).......... $__________
(3) Portion of Class B Required Amount, if any......... $__________
(4) Class B Investor Default Amount (to be treated as
Available Investor Principal Collections).......... $__________
(5) Reimbursement of prior reductions in Class B
Invested Amount (to be treated as Available
Investor Principal Collections).................... $__________
(6) Collateral Minimum Monthly Interest, Overdue
Collateral Minimum Monthly Interest and Collateral
Additional Interest................................ $__________
(7) Any Collateral Servicing Fee and any unpaid
Collateral Servicing Fee........................... $__________
(8) Collateral Default Amount (to be treated as
Available Investor Principal Collections).......... $__________
(9) Reimbursement of prior reductions in Collateral
Invested Amount (to be treated as Available
Investor Principal Collections).................... $__________
(10) Excess of Required Reserve Account Amount over the
amount on deposit in Reserve Account............... $__________
(11) Amounts due to Collateral Interest Holder $__________
B-3
F) Reallocated Principal Collections (Section 4.8):
(1) Payable in respect of Class A Required Amount...... $__________
(2) Payable in respect of Class B Required Amount...... $__________
(3) Balance (to be treated as Available Investor
Principal Collections)............................. $__________
G) Excess Finance Charges (Section 4.9):
(1) Finance Charge Shortfall for Series 2002-B......... $__________
(2) Excess Finance Charges from other Series in Group
One allocated to Series 2002-B..................... $__________
H) Shared Principal Collections (Section 4.10):
(1) Principal Shortfall for Series 2002-B.............. $__________
(2) Shared Principal Collections from other Series in
Group One allocated to Series 2002-B............... $__________
$__________
I) Distributions to Holders of Class A Certificates, Class B
Certificates and Collateral Interest (Sections 4.5 and 5.1)
(1) Interest Distributable to Holders of the Class A
Certificates on Distribution Date.................. $__________
(2) Interest Distributable to Holders of the Class B
Certificates on Distribution Date.................. $__________
(3) Amount Distributable as interest to the Collateral
Interest Holders on the Transfer Date
(Collateral Minimum Monthly Interest under
Section 4.7(f) plus other amounts payable to
the Collateral Interest Holder under 4.7(k)
and 4.14)...................... $__________
(4) Principal Distributable to the Class A
Certificateholders on Distribution Date............ $__________
(5) Principal Distributable to the Class B
Certificateholder on Distribution Date............. $__________
(6) Principal Distributable to the Collateral Interest
Holder on Transfer Date............................ $__________
(7) Principal Collections distributable to Fleet....... $__________
B-4
Credit Card Funding Trust as holder of the
Transferors Certificate on Distribution Date.......
J) Distributions to Noteholders and to Fleet Bank (RI), National
Association under the Transfer Agreement (Section 3.02 of Transfer
Agreement)
(1) Interest Distributable to Noteholders on Payment
Date............................................... $__________
(2) Principal Distributable to Noteholders on Payment
Date............................................... $__________
(3) Amount Distributable to Fleet Credit Card Funding
Trust, as Transferor on Payment Date (Section
3.02(a)(vi) of the Transfer Agreement; amounts
remaining after satisfying 3.02(a)(i) through (v)). $__________
B-5
IN WITNESS WHEREOF, the undersigned has duly executed this certificate
this ____ day of __________, ____.
FLEET BANK (RI), NATIONAL ASSOCIATION,
as Servicer
By:______________________________
Servicing Officer
B-6
EXHIBIT C
TO SUPPLEMENT
FORM OF MONTHLY CERTIFICATEHOLDER'S STATEMENT
(To be delivered by the Paying Agent on behalf
of the Trustee on each Distribution Date
pursuant to Section 5.2(b) of the Supplement)
FLEET BANK (RI), NATIONAL ASSOCIATION
------------------------------
FLEET CREDIT CARD MASTER TRUST II
SERIES 2002-B
------------------------------
Under the Pooling and Servicing Agreement dated as of December 1,
1993, as amended and restated as of January 1, 2002, and as further by Amendment
Number 1, dated as of April 1, 2002 (the "Amended and Restated Pooling and
Servicing Agreement") among the Bank, as servicer (the "Servicer"), Fleet Credit
Card Funding Trust ("FCCF"), as transferor (the "Transferor") and Deutsche Bank
Trust Company Americas, formerly known as Bankers Trust Company, as trustee (the
"Trustee"), as supplemented by the Series 2002-B Supplement, dated as of October
31, 2002, by and among the Bank, as Servicer, FCCF, as Transferor and the
Trustee, the Bank, as Servicer, is required to prepare certain information each
month regarding current distributions to all Series 2002-B Certificateholders.
This statement relates to the Distribution Date (the "Distribution Date") and
the performance of the Fleet Credit Card Master Trust II (the "Trust") during
the prior Monthly Period (the "Monthly Period"). Certain of the information is
presented on the basis of an original principal amount of $1,000 per Series
2002-B Certificate. Certain other information is presented based on the
aggregate amounts for the Trust as a whole. All capitalized terms used herein
shall have the respective meanings set forth in the Agreement.
1. The total amount of the distribution on the Distribution Date per $1,000
original principal amount of the Class A Certificates.................... $__________
2. The total amount of the distribution on the Distribution Date per $1,000
original principal amount of the Class B Certificates.................... $__________
3. The amount of the distribution set forth in paragraph 1 above in respect
of principal per $1,000 original principal amount of the Class A
Certificates............................................................. $__________
4. The amount of the distribution set forth in paragraph 2 above in respect
of principal per $1,000 original principal amount of $__________
the Class B Certificates................................................
5. The amount of the distribution set forth in paragraph 1 above in respect
of interest per $1,000 original principal amount of the Class A
Certificates............................................................. $___________
6. The amount of the distribution set forth in paragraph 2 above in respect
of interest per $1,000 original principal amount of the Class B
Certificates............................................................. $__________
7. The aggregate amount of Collections of Receivables processed for the
prior Monthly Period which were allocated in respect of Series 2002-B.... $__________
8. The aggregate amount of Collections of Principal Receivables processed
during the prior Monthly Period and allocated in respect of Series 2002-B $__________
9. The aggregate amount of Reallocated Principal Collections with respect to
the prior Monthly Period................................................. $__________
10. The aggregate amount of Collections of Finance Charge Receivables
processed during the prior Monthly Period and allocated in respect of the
Class A Certificates..................................................... $__________
11. The aggregate amount of Collections of Finance Charge Receivables
processed during the prior Monthly Period and allocated in respect of the
Class B Certificates..................................................... $__________
12. The Principal Allocation Percentage(s) during the prior Monthly Period... ____% [Dates]
____% [Dates]
13. The Floating Allocation Percentage(s) during the prior Monthly Period.... ____% [Dates]
____% [Dates]
14. The aggregate outstanding balance of Accounts which are 30, 60, 90, 120
and 150 or more days delinquent as of the end of the prior Monthly Period $__________
is....................................................................... $__________
$__________
$__________
$__________
15. The Class A Investor Default Amount for the prior Monthly Period is...... $__________
16. The Class B Investor Default Amount for the prior Monthly Period is...... $__________
17. The Collateral Default Amount for the prior Monthly Period............... $__________
18. The aggregate amount of Class A Investor Charge-Offs for the prior
Monthly Period is........................................................ $__________
C-2
19. The aggregate amount of Class B Investor Charge-Offs for the prior
Monthly Period is........................................................ $__________
20. The aggregate amount of Collateral Charge-Offs for the prior Monthly
Period................................................................... $__________
21. The aggregate amount of Class A Investor Charge-Offs reimbursed on the
Distribution Date is..................................................... $__________
22. The aggregate amount of Class B Investor Charge-Offs reimbursed on the
Distribution Date is..................................................... $__________
23. The aggregate amount of Collateral Charge-Offs reimbursed on the
Distribution Date ....................................................... $__________
24. The amount of the Class A Servicing Fee for the prior Monthly Period is.. $__________
25. The amount of the Class B Servicing Fee for the prior Monthly Period is.. $__________
26. The amount of the Collateral Servicing Fee for the prior Monthly Period is $__________
27. The Class A Investor Amount after giving effect to any payments on the
Distribution Date is..................................................... $__________
28. The Class A Invested Amount after giving effect to any payments on the
Distribution Date is..................................................... $__________
29. The Class B Investor Amount after giving effect to any payments on the
Distribution Date is..................................................... $__________
30. The Class B Invested Amount after giving effect to any payments on the
Distribution Date is..................................................... $__________
31. The amount, if any, by which the outstanding principal balance of the
Class A Certificates exceeds the Class A Investor Amount after giving
effect to any activity on the Distribution Date is....................... $__________
32. The amount, if any, by which the outstanding principal balance of the
Class B Certificates exceeds the Class B Investor Amount after giving
effect to any activity on the Distribution Date is....................... $__________
33. The Collateral Invested Amount as of the close of business on the
Distribution Date........................................................ $__________
34. The amount on deposit in the Principal Funding Account as of the close of
business on the Distribution Date is .................................... $__________
35. The amount on deposit in the Reserve Account as of the close of business
on the Distribution Date is.............................................. $__________
C-3
36. The amount by which the Net Portfolio Yield for the prior Monthly Period
exceeds the Base Rate for such Monthly Period............................ $__________
37. The Net Portfolio Yield for the prior Monthly Period is.................. $__________
38. The Base Rate for the Prior Monthly Period is............................ $__________
39. The amount of Interchange with respect to the prior Monthly Period is.... $__________
40. The Deficit Controlled Accumulation Amount (after giving effect to any
activity on the Distribution Date)....................................... $__________
FLEET BANK (RI), NATIONAL ASSOCIATION,
as Servicer
By:______________________________
Title
C-4
EXHIBIT D
TO SUPPLEMENT
FORM OF INVESTMENT LETTER
[Date]
Re: Fleet Credit Card Master Trust II;
Purchases of Series 2002-B Collateral Interest
Ladies and Gentlemen:
This letter (the "Investment Letter") is delivered by the
undersigned (the "Purchaser") pursuant to Section 10.8 of the Series 2002-B
Supplement, dated as of October 31, 2002 (the "Series Supplement") to the
Pooling and Servicing Agreement, dated as of December 1, 1993 (as amended and
supplemented, the "Agreement"), each among Deutsche Bank Trust Company Americas,
formerly known as Bankers Trust Company, as Trustee, Fleet Credit Card Frunding
Trust, as Transferor, and Fleet Bank (RI), National Association, as Servicer.
Capitalized terms used herein without definition shall have the meanings set
forth in the Agreement. The Purchaser represents to and agrees with the
Transferor as follows:
(a) The Purchaser has such knowledge and experience in financial
and business matters as to be capable of evaluating the merits
and risks of its investment in the Collateral Interest and is
able to bear the economic risk of such investment.
(b) The Purchaser is an "accredited investor," as defined in Rule
501, promulgated by the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933, as
amended (the "Securities Act"), or is a sophisticated
institutional investor. The Purchaser understands that the
offering and sale of the Collateral Interest has not been and
will not be registered under the Securities Act and has not
and will not be registered or qualified under any applicable
"Blue Sky" law, and that the offering and sale of the
Collateral Interest has not been reviewed by, passed on or
submitted to any federal or state agency or commission,
securities exchange or other regulatory body.
(c) The Purchaser is acquiring an interest in the Collateral
Interest without a view to any distribution, resale or other
transfer thereof except, with respect to any Collateral
Interest or any interest or participation therein, as
contemplated in the following sentence. The Purchaser will not
resell or otherwise transfer any interest or participation in
the Collateral Interest, except in accordance with Section
10.8 of the Series Supplement and (i) in a transaction exempt
from the registration requirements of the Securities Act of
1933, as amended, and applicable state securities or "blue
sky" laws; (ii) to the Transferor or any affiliate of the
Transferor; or (iii) to a person who the Purchaser reasonably
believes is a qualified institutional
buyer (within the meaning thereof in Rule 144A under the
Securities Act) that is aware that the resale or other
transfer is being made in reliance upon Rule 144A. In
connection therewith, the Purchaser hereby agrees that it will
not resell or otherwise transfer the Collateral Interest or
any interest therein unless the purchaser thereof provides to
the addressee hereof a letter substantially in the form
hereof.
(d) No portion of the Collateral Interest or any interest therein
may be transferred, and each Assignee will certify that it is
not, (a) an "employee benefit plan" (as defined in Section
3(3) of ERISA) which is subject to ERISA, (b) any "plan" (as
defined in Section 4975(e)(1) of the Code), including
individual retirement accounts and Xxxxx 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.
(e) This Investment Letter has been duly executed and delivered
and constitutes the legal, valid and binding obligation of the
Purchaser, enforceable against the Purchaser in accordance
with its terms, except as such enforceability may be limited
by bankruptcy, insolvency, reorganization, moratorium or
similar laws or equitable principles affecting the enforcement
of creditors' rights generally and general principles of
equity.
Very truly yours,
[NAME OF PURCHASER]
By: ______________________
Name:
Title:
AGREED TO AS OF THE DATE FIRST
ABOVE WRITTEN:
FLEET CREDIT CARD FUNDING TRUST
By: _______________________
Name:
Title:
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