-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GM1EQPEkZ5jF+4xRYmxcxFqFVbIxjnF8P+BBjF9dGW5Wl5oLc0C9lmKEcs+5O58U VxapY865vTf+8lC+U5/ibg== 0000893220-98-000528.txt : 19980311 0000893220-98-000528.hdr.sgml : 19980311 ACCESSION NUMBER: 0000893220-98-000528 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19980220 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980310 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ADVANTA NATIONAL BANK USA /PA/ CENTRAL INDEX KEY: 0000822399 STANDARD INDUSTRIAL CLASSIFICATION: SHORT-TERM BUSINESS CREDIT INSTITUTIONS [6153] IRS NUMBER: 232804492 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-26610 FILM NUMBER: 98561082 BUSINESS ADDRESS: STREET 1: C/O ADVANTA CORP STREET 2: 1 RIGHTER PARKWAY CITY: WILMINGTON STATE: DE ZIP: 19803 BUSINESS PHONE: 3022665272 MAIL ADDRESS: STREET 1: C/O ADVANTA CORP STREET 2: 1 RIGHTER PARKWAY CITY: WILMINGTON STATE: DE ZIP: 19803 FORMER COMPANY: FORMER CONFORMED NAME: COLONIAL NATIONAL BANK USA DATE OF NAME CHANGE: 19920703 8-K 1 FORM 8-K ADVANTA NATIONAL BANK 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------ FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) February 20, 1998 Advanta National Bank ------------------------------------------------------ (Exact name of registrant as specified in its charter) on behalf of the ADVANTA Credit Card Master Trust United States 0-26610 23-2804492 - ----------------------------- ------------------------ ---------------------- (State or Other Jurisdiction (Commission File Number) (IRS Employer of Incorporation) Identification Number) Delaware Corporate Center I One Righter Parkway Wilmington, Delaware 19803 -------------------------------------- -------------------------------------- (Address of Principal Executive (Zip Code) Office) Registrant's telephone number, including area code (302) 266-5600 N/A ------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) 2 INFORMATION TO BE INCLUDED IN THE REPORT Item 1. Not Applicable. Item 2. Not Applicable. Item 3. Not Applicable. Item 4. Not Applicable. Item 5. On October 28, 1997, Advanta Corp. and Fleet Financial Group, Inc. ("Fleet Financial Group") entered into a Contribution Agreement (the "Contribution Agreement") pursuant to which they agreed that Advanta Corp. and certain of its subsidiaries, including Advanta National Bank (the "Advanta Contributors"), and Fleet Financial Group and certain of its subsidiaries (the "Fleet Contributors"), would contribute certain of the assets and liabilities relating to their respective consumer credit card businesses to a newly created Rhode Island limited liability company, Fleet Credit Card, LLC (the "LLC"), initially in exchange for a 4.99% membership interest in the LLC to the Advanta Contributors and 95.01% membership interest to the Fleet Contributors and the assumption of certain liabilities, and, prior to such contribution, the LLC would direct the Fleet Contributors and the Advanta Contributors to transfer to Fleet Bank (RI), National Association ("Fleet (RI)"), a national banking association with its principal executive office located in Rhode Island and a subsidiary of Fleet Financial Group, certain of those assets and liabilities, including their credit card accounts and the assets and liabilities of Advanta National Bank relating to the ADVANTA Credit Card Master Trust. On February 20, 1998 the Advanta Contributors and the Fleet Contributors transferred to Fleet Bank (RI) those assets and liabilities (collectively, the "Transfer"). On February 20, 1998, immediately prior to the Transfer, Advanta National Bank, as seller and servicer (in such capacities, the "Seller" and "Servicer," respectively), and The Chase Manhattan Bank as trustee (in such capacity, the "Trustee"), entered into the Third Amendment (the "Third Amendment") to the Amended and Restated Pooling and Servicing Agreement dated as of April 1, 1992 (the "Pooling and Servicing Agreement") between Advanta National Bank as Seller and Servicer and the Trustee to permit Advanta National Bank to assign and delegate to Fleet (RI), all of Advanta National Bank's rights and obligations under the Pooling and Servicing Agreement and to change the name of the ADVANTA Credit Card Master Trust to the Fleet Credit Card Master Trust. On February 20, 1998, immediately after the Third Amendment became effective and simultaneously with the Transfer, Advanta National Bank, Fleet (RI), the LLC and the Trustee entered into a Supplemental Agreement under which (I) Advanta National Bank transferred to Fleet (RI), and Fleet (RI) accepted and assumed, all of Advanta National Bank's rights and obligations under the Pooling and 3 Servicing Agreement, (ii) Fleet (RI) became Seller and Servicer of the Trust, (iii) Advanta National Bank was released from any continuing obligations under the Pooling and Servicing Agreement, (iv) the name of the ADVANTA Credit Card Master Trust was changed to Fleet Credit Card Master Trust, and (iv) Advanta National Bank and Fleet (RI) filed with the appropriate governmental authorities Uniform Commercial Code financing statements reflecting the transfer to and assumption by Fleet (RI). Item 6. Not Applicable. Item 7. Financial Statements, Pro Forma Financial Informations and Exhibits. Exhibits 4.1 Third Amendment to Amended and Restated Pooling and Servicing Agreement dated as of February 20, 1998. 4.2 Supplemental Agreement dated as of February 20, 1998. Item 8. Not Applicable. Item 9. Not Applicable. 4 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized. ADVANTA NATIONAL BANK On behalf of the ADVANTA Credit Card Master Trust By: /s/ MICHAEL COCO ----------------------- Name: Michael Coco Title: Vice President 5 EXHIBIT INDEX Exhibit Description 4.1 Third Amendment to Amended and Restated Pooling and Servicing Agreement dated as of February 20, 1998. 4.2 Supplemental Agreement dated as of February 20, 1998. EX-4.1 2 AMENDED & RESTATED POOLING & SERVICING AGREEMENT 1 EXHIBIT 4.1 THIRD AMENDMENT TO AMENDED AND RESTATED MASTER POOLING AND SERVICING AGREEMENT THIS THIRD AMENDMENT TO AMENDED AND RESTATED MASTER POOLING AND SERVICING AGREEMENT, dated as of February 20, 1998, (this "Amendment") is between ADVANTA NATIONAL BANK (formerly known as Advanta National Bank USA and prior to that known as Colonial National Bank USA), as Seller and Servicer (the "Bank"), and THE CHASE MANHATTAN BANK (formerly known as Chemical Bank), as Trustee (the "Trustee") under the Amended and Restated Master Pooling and Servicing Agreement dated as of April 1, 1992, between the Bank, as Seller and Servicer, and the Trustee (as amended and supplemented and in effect from time to time, the "Pooling and Servicing Agreement"). RECITALS WHEREAS, pursuant to Section 13.01(a) of the Pooling and Servicing Agreement, the Bank wishes to amend the Pooling and Servicing Agreement as provided herein, and the Trustee is willing to consent to such amendment upon the terms provided for herein. NOW THEREFORE, in consideration of the premises and the agreements contained herein, the parties hereto agree as follows: Section 1. Definitions. Capitalized terms used herein and not otherwise defined herein shall have the meanings specified in the Pooling and Servicing Agreement. Section 2. Amendments. (a) Amendment to Section 1.01 of the Pooling and Servicing Agreement. The definition of Seller in Section 1.01 of the Pooling and Servicing Agreement is hereby amended in its entirety to read as follows: 2 Seller shall mean (a) Colonial or (b) following a Seller Transaction permitted by Section 7.02 or a Conveyance of all of the Accounts permitted by Section 2.11, the successor or assignee of Colonial in such transaction. Amendment to Section 2.11 of the Pooling and Servicing Agreement. Subsection 2.11(b)(v) of the Pooling and Servicing Agreement is hereby amended in its entirety to read as follows: (v) the Seller will have obtained the consent to the conveyance, as required, of any Enhancement Provider and Holders of Investor Certificates evidencing Fractional Undivided Interests aggregating not less than 51% of the Investor Amount of each Series unless (A) the transferee is a member of the Seller's consolidated federal income tax group or (B) the Seller shall deliver an Opinion of Counsel to the effect that the conveyance will not cause the Trust to be treated as an association (or publicly traded partnership) taxable as a corporation for Federal income tax purposes. (c) Amendment to Change Name of the Trust. From and after the effective date hereof every reference in the Pooling and Servicing Agreement and in any certificate or other document made or delivered pursuant hereto to the ADVANTA Credit Card Master Trust shall be deleted and replaced with a reference to the Fleet Credit Card Master Trust and the name of the Trust shall be the Fleet Credit Card Master Trust. Section 3. Effectiveness. The amendments provided for by this Amendment shall become effective upon the occurrence of each of the following events: (a) The Trustee shall have received an Opinion of Counsel stating that the amendments effected hereby will not adversely affect in any material respect the interests of any Investor Certificateholder. (b) The Trustee shall have received written confirmation from each of Moody's and S&P stating that none of the terms of this Amendment will result in the reduction or withdrawal of its current rating of any outstanding Series of Investor Certificates. (c) The Bank and the Trustee shall each have received counterparts of this Amendment, duly executed by the Bank and the Trustee. Section 4. Pooling and Servicing Agreement in Full Force and Effect as Amended. Except as specifically amended hereby, all of the terms and conditions of the Pooling and Servicing Agreement shall remain in full force and effect. All references to the Pooling and Servicing Agreement in any other document or instrument shall be deemed to mean such Pooling and Servicing Agreement as amended by this Amendment. This Amendment shall not constitute a novation of the Pooling and Servicing Agreement, but shall constitute an amendment thereof. The parties hereto agree to be bound by the terms and obligations of the Pooling and Servicing Agreement, as amended by this Amendment, as though the terms and obligations of the Pooling and Servicing Agreement were set forth herein. 2 3 Section 5. Counterparts. This Amendment may be executed in any number of counterparts and by separate parties hereto on separate counterparts, each of which when executed shall be deemed an original, but all such counterparts taken together shall constitute one and the same instrument. Section 6. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, INCLUDING THE UCC AS IN EFFECT IN DELAWARE, 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; PROVIDED, HOWEVER, THAT THE IMMUNITIES AND STANDARD OF CARE OF THE TRUSTEE IN THE ADMINISTRATION OF ITS TRUSTS UNDER THE POOLING AND SERVICING AGREEMENT SHALL BE DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. 3 4 IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment to Pooling and Servicing Agreement to be duly executed by their respective authorized officers as of the day and year first above written. ADVANTA NATIONAL BANK, Seller and Servicer By: --------------------------- Name: Title: THE CHASE MANHATTAN BANK, Trustee By: --------------------------- Name: Title: [Signature Page for Third Amendment to Pooling and Servicing Agreement] EX-4.2 3 SUPPLEMENTAL AGREEMENT DATED FEBRUARY 20, 1998 1 EXHIBIT 4.2 SUPPLEMENTAL AGREEMENT THIS SUPPLEMENTAL AGREEMENT (this "Supplemental Agreement"), dated as of February 20, 1998 is among ADVANTA NATIONAL BANK, a national banking association, previously known as Advanta National Bank USA and prior to that known as Colonial National Bank USA ("Advanta"), FLEET BANK (RI), NATIONAL ASSOCIATION, a national banking association ("Fleet"), FLEET CREDIT CARD, LLC, a Rhode Island limited liability company ("LLC"), and THE CHASE MANHATAN BANK, a New York banking corporation, previously known as Chemical Bank, as Trustee (the "Trustee") under that Amended and Restated Master Pooling and Servicing Agreement dated as of April 1, 1992, (as subsequently amended and supplemented, the "Agreement") pursuant to which the ADVANTA Credit Card Master Trust (the "Trust") was created and the Certificates (the "Certificates") described in Schedule II hereto have been delivered. Each Series of Certificates was issued pursuant to a Supplement and all of such Supplements which remain in effect as of the date hereof are listed on Schedule II to this Assignment Agreement (collectively, the "Supplements"). All terms used herein and not defined herein have the meaning assigned thereto in the Agreement. WHEREAS, Advanta will contribute and transfer substantially all of the assets and liabilities of its consumer credit card business to LLC, and simultaneously therewith LLC will direct Advanta to transfer certain of such assets and liabilities to Fleet National Bank or Fleet, all in accordance with the Contribution Agreement dated as of October 28, 1997 (the "Contribution Agreement") between Advanta Corp. and Fleet Financial Group, Inc. and Rights Agreements dated as of February 20, 1998 (the "Rights Agreements") between LLC and Fleet or Fleet National Bank; and WHEREAS, pursuant to Section 2.11 of the Agreement, Advanta as Seller may convey its interest in all of the Accounts if, among other things, the acquirer expressly assumes, in an agreement supplemental to the Agreement, executed and delivered to the Trustee, the performance of the covenants and obligations of the Seller thereunder with respect to the Accounts; and WHEREAS, pursuant to Section 8.05 of the Agreement, Advanta may resign as Servicer in connection with a Conveyance pursuant to Section 2.11 of the Agreement if a Successor Servicer shall have assumed the responsibilities and obligations of the Servicer in accordance with Section 10.02 of the Agreement; NOW, THEREFORE, pursuant to the Agreement, the Rights Agreements and the Contribution Agreement, and in consideration of these premises, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is hereby agreed that: 2 ARTICLE I ASSIGNMENT OF ADVANTA RIGHTS AND DELEGATION OF ADVANTA DUTIES AND OBLIGATIONS Section 1.1 Assignment of Advanta's Rights. Advanta, as of the date hereof, hereby assigns and transfers to Fleet all of Advanta's right, title and interest as Seller and Servicer under the Agreement and under each of the Supplements. Section 1.2 Delegation of Advanta Duties and Obligations. Advanta hereby delegates to Fleet all of Advanta's liabilities, duties and obligations as Seller and Servicer under the Agreement and under each of the Supplements. Section 1.3 Acceptance and Assumption. Fleet, by the execution hereof, hereby accepts from Advanta and acknowledges transfer of all of Advanta's right, title and interest as Seller and Servicer under the Agreement and under each of the Supplements. Fleet, by the execution hereof, hereby accepts and assumes all of Advanta's liabilities, duties and obligations as Seller and Servicer under the Agreement and under each of the Supplements and Fleet hereby agrees and acknowledges, for the benefit of the Trustee and all of the Certificateholders, that Fleet hereby assumes all of the liabilities under and assumes and agrees to perform each and every covenant and obligation of the Seller and of the Servicer contained in the Agreement and in each Supplement. Section 1.4 Acknowledgement, Consent and Release. The Trustee hereby acknowledges and consents to the assignment and delegation of all of Advanta's right, title, interest, duties and obligations as Seller and Servicer and to Fleet's acceptance and assumption thereof and hereby acknowledges and agrees that as of the date hereof, Fleet has been substituted for Advanta as Seller and Servicer under the Agreement and under each of the Supplements and that, as a result, Advanta is released as Seller and Servicer under the Agreement and each of the Supplements and that, as of the date hereof, Advanta is hereby released from all duties and obligations under the Agreement and the Supplements. ARTICLE II TRANSFER OF THE EXCHANGEABLE SELLER'S CERTIFICATE Section 2.1 Transfer of Exchangeable Seller's Certificate. As provided in Section 2.09(e) of the Agreement, the Exchangeable Seller's Certificate shall be transferred to Fleet in connection with a Conveyance pursuant to Section 2.11 of the Agreement and Advanta hereby assigns and transfers to Fleet all of Advanta's right, title and interest in the Exchangeable Seller's Certificate and simultaneously with the execution hereof, Advanta will surrender the Exchangeable Seller's Certificate to the Trustee for transfer to Fleet and will deliver to the Trustee an Opinion of Counsel provided for in Section 2.09(e) of the Agreement. 2 3 ARTICLE III ASSIGNMENT OF RECEIVABLES Section 3.1 Assignment of Receivables. (a) Fleet hereby acknowledges that Advanta has transferred to Fleet Advanta's portfolio of consumer credit card accounts including all of the Accounts identified as of the Initial Cut-Off Date and designated to the Trust pursuant to the terms of Section 2.01 of the Agreement and each Additional Account identified as of each Addition Cut-Off Date and designated to the Trust pursuant to the terms of Section 2.05 of the Agreement and those Assignments of Receivables in Additional Accounts listed in Schedule III to this Supplemental Agreement (the "Account Assignments"). Fleet acknowledges that, pursuant to the Agreement and to the Account Assignments, Advanta has sold, transferred, assigned and set over and otherwise conveyed to the Trustee, on behalf of the Trust, for the benefit of the Certificateholders, all of Advanta's right, title and interest in and to (i) the Receivables existing at the time of the designation of such Accounts as an Account and the Receivables thereafter created from time to time until the termination of the Trust and arising in connection with the Accounts, (ii) all monies due or to become due and all amounts received with respect to the Receivables (including all Finance Charge Receivables relating thereto), (iii) all proceeds (including "proceeds" as defined in the UCC) of and Collections of the Receivables, including Insurance Proceeds and Recoveries relating to Receivables, and (iv) to the extent not otherwise included in the Receivables, Interchange allocable to the Trust pursuant to the Supplements. (b) Fleet hereby confirms, affirms and ratifies the sale, transfer, assignment, set over, conveyance and pledge contained in the Agreement and in each of the Account Assignments and Fleet hereby sells, transfers, assigns, sets over and otherwise conveys to the Trustee, on behalf of the Trust, for the benefit of the Certificateholders, all of Fleet's right, title and interest in and to (i) the Receivables now existing or hereafter created in the initial Accounts and all Additional Accounts designated in the Account Assignments, (ii) all monies due or to become due and all amounts received with respect thereto (including all Finance Charge Receivables relating thereto), (iii) all proceeds (including "proceeds" as defined in the UCC) of and Collections of such Receivables, (iv) to the extent not otherwise included in such Receivables, Interchange allocable to the Trust pursuant to the Supplements, and (v) all amounts on deposit in the Collection Account (other than net investment earnings thereon) and any Series Account. (c) Fleet hereby grants to the Trustee, on behalf of Trust, for the benefit of the Certificateholders, a first priority perfected security interest in all of Fleet's right, title and interest in and to (i) the Receivables now existing and hereafter created and arising in connection with the Accounts, (ii) all monies due or to become due and all amounts received with respect to the Receivables (including all Finance Charge Receivables relating thereto), (iii) all proceeds (including "proceeds" as defined in the UCC) of and Collections of the Receivables including Insurance Proceeds and Recoveries relating thereto, (iv) to the extent not otherwise included in the Receivables, Interchange allocable to the Trust pursuant to the Supplements and (v) all amounts on deposit in the Collection Account (other than net investment earnings thereon) and 3 4 any Series Account and this Supplemental Agreement shall constitute a security agreement under applicable law. Section 3.2 Acceptance of Assignment. The Trustee hereby acknowledges its acceptance on behalf of the Trust, for the benefit of the Certificateholders, of all right, title and interest in and to the property, now existing and hereafter created, conveyed to the Trust pursuant to Section 3.1(b) of this Assignment Agreement and declares that it shall maintain such right, title and interest, upon the trust set forth in the Agreement for the benefit of the Certificateholders. The Trustee also hereby acknowledges its acceptance on behalf of the Trust, for the benefit of the Certificateholders, of a security interest in all right, title and interest in and to the property, now existing and hereafter created, granted to the Trustee pursuant to Section 3.1(c) of this Assignment Agreement and declares that it shall maintain such right, title and interest upon the trust set forth in the Agreement for the benefit of all the Certificateholders in accordance with the terms of the Agreement. ARTICLE IV REPRESENTATIONS, WARRANTIES AND COVENANTS Section 4.1 Representations and Warranties. Fleet hereby assumes the performance of all of the obligations and covenants and assumes all of the liabilities of Advanta as Seller and as Servicer under the Agreement and each of the Supplements as if Fleet were the original Seller and Servicer including, without limitation, the obligations of the Seller to transfer the Receivables and proceeds thereof to the Trust. Section 4.2 Reassignment of Receivables. Fleet agrees that upon the execution and delivery of the Third Amendment to the Agreement, dated as of February 20, 1998 (the "Third Amendment"), under the terms of Sections 2.07 and 2.08 of the Agreement, it shall be and is deemed to be the Seller which transferred all Receivables to the Trust and agrees to accept the reassignment of Receivables as provided in Sections 2.07 and 2.08 notwithstanding the fact that a Receivable may have been transferred to the Trust prior to the date of this Supplemental Agreement and after the date of this Agreement no such assignment shall be made to Advanta and any amounts required to be deposited as a result of such reassignment shall be the obligation of Fleet. Section 4.3 Covenants. (a) Fleet, as Seller and Servicer, agrees to comply with all of the covenants of the Seller and of the Servicer as set forth in the Agreement and in each of the Supplements and from and after the date of this Supplemental Agreement, Fleet covenants to execute and deliver to Advanta or to the Trustee such additional documents and instruments and to take such action, all without further consideration, as Advanta shall reasonably request to effectuate the assignment, assumption and release provided herein, including, but not limited to, the execution and filing of UCC financing statements. 4 5 (b) From and after the date of this Supplemental Agreement, Advanta covenants to execute and deliver to Fleet such additional documents and instruments and to take such action, all without further consideration, as Fleet shall reasonably request to effectuate the assignment, assumption and release provided herein, including, but not limited to, the execution and filing of UCC financial statements. ARTICLE V MISCELLANEOUS PROVISIONS Section 5.1 Headings. The headings herein are for purposes of reference only and shall not otherwise affect the meaning or interpretation of any provision hereof. Section 5.2 Counterparts. This Supplemental Agreement may be executed in two or more counterparts, and by different parties on separate counterparts, each of which shall be an original, but all of which shall constitute one and the same instrument. Section 5.3 Governing Law. THIS SUPPLEMENTAL AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, INCLUDING THE UCC AS IN EFFECT IN THE STATE OF DELAWARE, 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; PROVIDED, HOWEVER, THAT THE IMMUNITIES AND STANDARD OF CARE OF THE TRUSTEE IN THE ADMINISTRATION OF ITS TRUSTS HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. 5 6 IN WITNESS WHEREOF, the undersigned have caused this Supplemental Agreement to be duly executed and delivered by their respective duly authorized officers on the day and year first above written. ADVANTA NATIONAL BANK, Seller and Servicer By: --------------------------------- Name: Title FLEET BANK (RI), NATIONAL ASSOCIATION, Assignee and Seller and Servicer by transfer and assumption By: --------------------------------- Name: Title: THE CHASE MANHATAN BANK, Trustee By: --------------------------------- Name: Title: Acknowledged and Agreed FLEET CREDIT CARD, LLC By: -------------------------------- Name: Title: [Signature Page for Supplemental Agreement] 7 SCHEDULE I List of All Outstanding Supplements to the Amended and Restated Master Pooling and Servicing Agreement dated as of April 1, 1992 8 SCHEDULE II List of All Series of Certificates Outstanding Under the Agreement 9 SCHEDULE III List of Assignment of Receivables in Additional Accounts -----END PRIVACY-ENHANCED MESSAGE-----