FIRST DEPOSIT NATIONAL BANK
8-K/A, 1997-04-08
ASSET-BACKED SECURITIES
Previous: ROBERTS PHARMACEUTICAL CORP, 8-K, 1997-04-08
Next: CORNERSTONE REALTY INCOME TRUST INC, 8-A12B, 1997-04-08




                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                  FORM 8-K/A

                      Pursuant to Section 13 or 15(d) of
                     the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  March 1, 1997
                                                   -----------------

        First Deposit National Bank on behalf of the Providian Master Trust,
                   formerly the First Deposit Master Trust
              (Issuer in respect of the Providian Master Trust,
                   formerly the First Deposit Master Trust,
                5.75% Asset-Backed Certificates, Series 1993-2
             Remarketed Asset-Backed Certificates, Series 1993-3
                6.90% Asset-Backed Certificates, Series 1994-1
            Floating Rate Asset-Backed Certificates, Series 1995-1
                6.05% Asset-Backed Certificates, Series 1995-2
           Floating Rate Asset-Backed Certificates, Series 1996-1)
         -----------------------------------------------------------
              (Exact name of registrant as specified in charter)

                                       33-59922
                                       33-84844
                                       33-99462
     United States of America         333-22131             02-0118519
   ------------------------------    -------------         -------------
  (State or other jurisdiction of    (Commission            I.R.S. Employer
  incorporation or organization)      File No.)             (Identification No.)


            295 Main Street
         Tilton, New Hampshire                               03276
        ------------------------                          ------------
   (Address of principal executive offices)               (Zip Code)


Registrant's telephone number, including area code:  (603) 286-4348
                                                    ------------------     

            Not Applicable
- ------------------------------------------------------------
(Former name or former address, if changed since last report)


Item 5.  Other Events.

Exhibit  4.1    Amendment No. 3 dated as of March 1, 1997 to the Pooling
                and Servicing Agreement dated as of June 1, 1993, as amended,
                among First Deposit National Bank, Seller and Servicer,
                Providian National Bank, Seller, and Bankers Trust Company,
                Trustee.

                Effective April 2, 1997, the Required Sellers' Percentage, as
                defined in Section 1.01 of the Pooling and Servicing Agreement
                dated as of June 1, 1993, as amended, among First Deposit
                National Bank, Seller and Servicer, Providian National Bank,
                Seller, and Bankers Trust Company, Trustee, will be reduced
                from 5% to 4%, all of the conditions to such reduction having
                been satisfied.

                                  Signatures

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has caused this report to be signed on behalf of the Providian
Master Trust, formerly the First Deposit Master Trust, by the undersigned
hereunto duly authorized.

                                   PROVIDIAN MASTER TRUST, formerly the First 
                                   Deposit Master Trust

                                   By:  FIRST DEPOSIT NATIONAL BANK,
                                        Servicer


                                   By:  /s/ David J. Petrini
                                        _____________________________
                                        David J. Petrini
                                        Senior Vice President and Chief
                                        Financial Officer


Date:   April 1, 1997


                                EXHIBIT INDEX


     Exhibit No.

     Exhibit 4.1    Amendment No. 3 dated as of March 1, 1997 to
                    the Pooling and Servicing Agreement dated as of June 
                    1, 1993, as amended, among First Deposit National Bank,
                    Seller and Servicer, Providian National Bank, Seller, and
                    Bankers Trust Company, Trustee.




    AMENDMENT No. 3 dated as of March 1, 1997, to the Pooling and Servicing
Agreement dated as of June 1, 1993, among FIRST DEPOSIT NATIONAL BANK, a
national banking association, as Seller and Servicer, PROVIDIAN NATIONAL BANK
(formerly known as First Deposit National Credit Card Bank), a national banking
association, as Seller, and BANKERS TRUST COMPANY, a New York banking
corporation, as Trustee.

    WHEREAS the Sellers, the Servicer and the Trustee are parties to the
Pooling and Servicing Agreement dated as of June 1, 1993, as amended by
AMENDMENT No. 1 dated as of May 1, 1994 and AMENDMENT No. 2 dated as of June 1,
1995 (as so amended, the "Agreement"); and

    WHEREAS the Sellers, the Servicer and the Trustee now wish to amend
the Agreement as set forth herein;

    NOW, THEREFORE, the Sellers, the Servicer and the Trustee hereby
agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

    SECTION 1.01.  Defined Terms Not Defined Herein.  All capitalized
terms used herein that are not defined herein shall have the meaning ascribed
to them in the Agreement.

                                    ARTICLE II

                             AMENDMENTS TO AGREEMENT

     SECTION 2.01.  Amendment to Change the Name of the Trust from First
Deposit Master Trust to Providian Master Trust.  (a) The Agreement and each
amendment and Supplement thereto, including each exhibit and schedule to any
thereof, are hereby amended by deleting the phrase "First Deposit Master
Trust" and replacing it with the phrase "Providian Master Trust" in each and
every instance where the former phrase appears.

    (b) Each Certificate issued pursuant to the Agreement and each
Supplement thereto prior to the date hereof is hereby deemed to be amended by
deleting the phrase "First Deposit Master Trust" and replacing it with the
phrase "Providian Master Trust" in each and every instance where the former
phrase appears.

    SECTION 2.02.  Amendment to Section 1.01 of the Agreement.  Section
1.01 of the Agreement is hereby amended as follows:

     (a) The first clause (a) in the definition of the term "Eligible
Account" is amended and restated in its entirety to read as follows:

         (a) is in existence and maintained with the Seller or an
Affiliate thereof on the Trust Cut-Off Date or the Addition Date, as the case
may be;

    SECTION 2.03.  Amendment to Section 3.06 of the Agreement.  Section
3.06(a) of the Agreement is hereby amended and restated in its entirety to
read as follows:

    (a) On or before March 31 of each calendar year, beginning with
March 31, 1994, the Servicer shall cause a firm of nationally recognized
independent public accountants (who may also render other services to the
Servicer or the Sellers) to furnish a report (addressed to the Trustee) to the
Trustee, the Servicer and each Rating Agency to the effect that they have
applied certain procedures agreed upon with the Servicer and examined certain
documents and records relating to the servicing of Accounts under this
Agreement and each Supplement and that, on the basis of such agreed-upon
procedures, such accountants are of the opinion that the servicing (including
the allocation of Collections) has been conducted in compliance with the terms
and conditions set forth in Articles III and Article IV and Section 8.08 of
this Agreement and the applicable provisions of each Supplement, except for
such exceptions as they believe to be immaterial and such other exceptions as
shall be set forth in such statement.  Such report shall set forth the
agreed-upon procedures performed.  A copy of such report shall be delivered to
each Series Enhancer entitled thereto pursuant to the relevant Supplement.

                                 ARTICLE III

                                MISCELLANEOUS

    SECTION 3.01.  Ratification of Agreement.  As amended by this
Amendment, the Agreement is in all respects ratified and confirmed and the
Agreement as amended by this Amendment shall be read, taken and construed as
one and the same instrument.

    SECTION 3.02.  Amendment.  The Agreement may be amended from time to
time only if the conditions set forth in Section 13.01 of the Agreement are
satisfied.

    SECTION 3.03.  Counterparts.  This Amendment 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 3.04.  GOVERNING LAW.  THIS AMENDMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

     IN WITNESS WHEREOF, the Sellers, the Servicer and the Trustee have
caused this Amendment to be duly executed by their respective officers as of
the day and year first above written.


                              FIRST DEPOSIT NATIONAL BANK,
                              Seller and Servicer,

                              by /s/ Mary L. Rottman
                                 ----------------------
                                 Name:  Mary L. Rottman
                                 Title: Vice President


                               PROVIDIAN NATIONAL BANK,
                               Seller,

                               by /s/ Mary L. Rottman
                                  ----------------------
                                 Name:  Mary L. Rottman
                                 Title: Vice President


                               BANKERS TRUST COMPANY,
                               Trustee,

                               by /s/ John Wallace
                                  ----------------------
                                  Name:  John Wallace
                                  Title: Assistant Vice President





© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission