EXHIBIT 99.1
ANNUAL SERVICER'S CERTIFICATE
FLEET BANK (RI), NATIONAL ASSOCIATION
______________________________________
FNANB CREDIT CARD MASTER TRUST
______________________________________
Reference is made to (i) the Amended and Restated Master Pooling and Servicing
Agreement dated as of December 31, 2001 (as amended, the "Prior Agreement") by
and among First North American National Bank, a national banking association
("FNANB"), as Servicer, DC Funding International, Inc., a Delaware corporation
("DC Funding"), as Transferor, and JPMorgan Chase Bank, as Trustee (the
"Trustee") and (ii) the Second Amended and Restated Master Pooling and Servicing
Agreement dated as of November 18, 2003 (the "Agreement") by and between Fleet
Bank (RI), National Association ("Fleet Bank"), as Transferor and Servicer (as
successor to DC Funding International Inc., as Transferor and First North
America National Bank, as Servicer), and the Trustee.
The undersigned, a duly authorized representative of Fleet Bank, as Servicer
under the Agreement, does hereby, to the best of his or her knowledge after
reasonable investigation, certify that:
1. Capitalized terms used in this certificate have their respective
meanings set forth in the Agreement.
2. Fleet Bank is the Servicer under the Agreement.
3. The undersigned is a Servicing Officer pursuant to the Agreement.
4. This certificate is delivered pursuant to Section 3.5 of the
Agreement.
5. Fleet Bank became Servicer under the Agreement as of November
18, 2003. A review of the activities of the Servicer during the period
beginning on November 18, 2003 and ending on February 29, 2004 was
conducted under the supervision of the undersigned.
6. Based on such review, to the best of the undersigned's knowledge,
the Servicer has fully performed all of its obligations under the
Agreement throughout the period described in paragraph 5 and no event
which, with the giving of notice or passage of time or both, would
constitute a Servicer Default has occurred except as set forth in
paragraph 7 below.
7. The following is a description of each Servicer Default under the
provisions of the Agreement known to the undersigned to have occurred
during the period described in paragraph 5, which sets forth in detail
(i) the nature of each such Servicer Default, (ii) the action taken by
the Servicer, if any, to remedy each such Servicer Default and (iii) the
current status of each such Servicer Default: None.
8. FNANB was the Servicer under the Prior Agreement during the period
beginning March 1, 2003 and ending on November 17, 2003. An officer's
certificate of FNANB is attached hereto as Exhibit A. The undersigned
is hereby delivering to the Trustee on the officer's certificate
attached hereto as Exhibit A for purposes of making the certifications
required by Section 3.5 of the Agreement with respect to the period
beginning March 1, 2003 and ending on November 17, 2003.
IN WITNESS WHEREOF, the undersigned, a duly authorized Servicing
Officer under the Agreement, has duly executed this Certificate
this 24th day of May, 2004.
By: /s/XXXXXXX X. XXXXXX
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Name:Xxxxxxx X. Xxxxxx
Title: Vice President
EXHIBIT A
ANNUAL SERVICER'S CERTIFICATE
FIRST NORTH AMERICAN NATIONAL BANK
______________________________________
FNANB CREDIT CARD MASTER TRUST
______________________________________
Reference is made to (i) the Amended and Restated Master Pooling and Servicing
Agreement dated as of December 31, 2001 (as amended, the "Original Agreement")
by and among First North American National Bank, a national banking association
("FNANB"), as Transferor under the Prior Agreement and as Servicer, DC Funding
International, Inc., a Delaware corporation ("DC Funding"), as Transferor, and
JPMorgan Chase Bank, as Trustee (the "Trustee"); and (ii) the Interim Servicing
Agreement dated as of November 18, 2003 (the "ISA"), by and among FNANB, as
Interim Servicer, Circuit City Stores, Inc. and Fleet Credit Card Services,
L.P., pursuant to which FNANB has agreed to perform the Interim Services in
connection with the FNANB Credit Card Master Trust until the Conversion Date.
On November 18, 2003, DC Funding, as Transferor, FNANB, as Servicer, Fleet
Bank (RI), National Association ("Fleet"), the Trustee, and the FNANB Credit
Card Master Note Trust, a Delaware statutory trust, entered into an Assignment
and Assumption Agreement pursuant to which FNANB assigned to Fleet all of
FNANB's rights as Servicer under the Original Agreement and Fleet has assumed
the performance of every covenant and obligation of FNANB as Servicer under the
Original Agreement (the "Assumption"). In conjunction with such Assumption,
Fleet, as Transferor and as Servicer, and JPMorgan, as Trustee, have entered
into a Second Amended and Restated Master Pooling and Servicing Agreement dated
as of November 18, 2003 (the "Pooling Agreement"). Pursuant to Section 3.5 of
such Pooling Agreement, Fleet, as Servicer will be delivering to the Trustee
and the Rating Agencies on or before June 30th of each year an Officer's
Certificate signed by a Servicing Officer in substantially the form of Exhibit F
to the Pooling Agreement. In connection with the delivery of such Officer's
Certificate on or before June 30, 2004, FNANB hereby authorizes Fleet to rely
upon this Certificate.
The undersigned, a duly authorized representative of FNANB, as Servicer under
the Original Agreement and as Interim Servicer under the ISA, does hereby, to
the best of his or her knowledge after reasonable investigation, certify that:
1. Capitalized terms used in this certificate have their respective
meanings set forth in the Original Agreement, the Pooling Agreement
or the ISA, as applicable.
2. FNANB was (i) the Servicer under the Original Agreement for the
period from March 1, 2003 through November 17, 2003 (the "First Period")
and (ii) the Interim Servicer under the ISA for the period from
November 18, 2003 through February 29, 2004 (the "Second Period").
3. The undersigned (i) was a Servicing Officer pursuant to the Original
Agreement and (ii) is an Interim Servicing Officer pursuant to the ISA.
4. This certificate is delivered pursuant to Section 2.02(d) of the
ISA.
5. A review of (i) the activities of FNANB, as Servicer, during the
First Period and of its performance under the Original Agreement was
made under the supervision of the undersigned and (ii) the activities
of FNANB, as Interim Servicer, during the Second Period and of its
performance under the ISA was made under the supervision of the
undersigned.
6. Based on such review, to the best of the undersigned's knowledge:
(i) FNANB, as Servicer under the Original Agreement, has fully performed
all of its obligations under the Original Agreement throughout the First
Period and no event which, with the giving of notice or passage of time
or both, would constitute a Servicer Default has occurred except as set
forth in paragraph 7 below; and (ii) FNANB, as Interim Servicer under
the ISA, has fully performed all of its obligations under the ISA
throughout the Second Period and no event which, with the giving of
notice or passage of time or both, would constitute a Servicer Default
has occurred except as set forth in paragraph 7 below.
7. The following is a description of each Servicer Default under the
provisions of the Original Agreement known to the undersigned to have
occurred during either the First Period or Second Period, which sets
forth in detail (i) the nature of each such Servicer Default, (ii)
the action taken by FNANB, as Servicer under the Original Agreement
or Interim Servicer under the ISA, if any, to remedy each such
Servicer Default and (iii) the current status of each such Servicer
Default: None.
IN WITNESS WHEREOF, the undersigned, a duly authorized Servicing Officer
under the Original Agreement and duly authorized Interim Servicing Officer
under the ISA, has duly executed this Certificate this 26th day of April, 2004.
By: /s/ XXXXXX X. XXXX
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Name: Xxxxxx X. Xxxx
Title: Senior Vice President,
Treasurer & Controller
