SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 13, 1998
Providian National Bank (formerly First Deposit National Bank)
on behalf of the Providian Master Trust
(formerly the First Deposit Master Trust)
(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.
Providian National Bank entered into Amendment No. 5 dated as of
August 1, 1998 ("Amendment No. 5") to the Pooling and Servicing Agreement
dated as of June 1, 1993, as amended and supplemented, between Providian
National Bank, as Seller and Servicer, and Bankers Trust Company, as
Trustee. A copy of Amendment No. 5 is attached as Exhibit 4.1. Amendment
No. 5, among other things, allows Providian National Bank to remove
charged-off receivables from the Trust without obtaining any Rating Agency
consent. Amendment No. 5 also provides that the initial cash proceeds
received by Providian National Bank from the disposition of a group of
removed charged-off receivables will be treated as Recoveries by the Trust
(with any residual amounts payable to Providian National Bank remaining the
property of Providian National Bank). The effect on the Trust of such a
removal and sale of charged-off receivables will be to accelerate the
receipt of Recoveries that might otherwise be received by the Trust in
future months. On August 13, 1998, Providian National Bank removed from the
Trust the charged-off receivables from approximately 32,000 accounts. The
initial cash proceeds from the disposition of these receivables will be
reported as Recoveries for the month of August.
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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 by the undersigned hereunto duly authorized.
PROVIDIAN MASTER TRUST
By: PROVIDIAN NATIONAL BANK,
Servicer
By: /s/ Miranda Mengis
---------------------------
Miranda Mengis
Date: September 3, 1998 Vice President
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EXHIBIT INDEX
Exhibit No.
4.1 Amendment No. 5 dated as of August 1, 1998 to the Pooling and
Servicing Agreement dated as of June 1, 1993, as amended and
supplemented, between Providian National Bank, as Seller and
Servicer, and Bankers Trust Company, as Trustee.
<PAGE>
EXHIBIT 4.1
AMENDMENT No. 5 dated as of August 1, 1998,
to the Pooling and Servicing Agreement dated as
of June 1, 1993, between PROVIDIAN NATIONAL BANK
(formerly known as First Deposit National Bank),
a national banking association, as Seller and
Servicer, and BANKERS TRUST COMPANY, a New York
banking corporation, as Trustee.
WHEREAS the Seller, 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,
AMENDMENT No. 2 dated as of June 1, 1995, AMENDMENT No. 3 dated as
of March 1, 1997 and AMENDMENT No. 4 dated as of June 1, 1998, and
as supplemented by SUPPLEMENTAL AGREEMENT No. 1 dated as of January
1, 1998 (as so amended and supplemented, the "Agreement"); and
WHEREAS the Seller, the Servicer and the Trustee now wish
to amend the Agreement as set forth herein;
NOW, THEREFORE, the Seller, 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 here in shall
have the meaning ascribed to them in the Agreement.
ARTICLE II
AMENDMENTS TO AGREEMENT
SECTION 2.01. Amendment to Section 1.01 of the Agreement.
(a) The term "Grouped Charge Off Disposition" and the definition
thereof is added to Section 1.01 of the Agreement as follows:
"Grouped Charge Off Disposition" shall mean a transaction
in which all or substantially all of the assets sold or
re-securitized consist of previously charged off amounts.
(b) The definition of the term "Recoveries" in Section
1.01 of the Agreement is amended and restated as follows:
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"Recoveries" shall mean all amounts received by the
Servicer with respect to Receivables which have previously
become Defaulted Receivables, including Insurance Proceeds, and
shall include any cash proceeds received by the Seller
initially upon the sale or re-securitization by the Seller of
Defaulted Receivables removed from the Trust to the extent such
sale or re-securitization is made pursuant to a Grouped Charge
Off Disposition, and excluding, in the case of any such
Defaulted Receivables removed from the Trust, (a) any amount
received by the Seller other than pursuant to a Grouped Charge
Off Disposition and (b) any amounts received by the Seller with
respect to Defaulted Receivables removed from the Trust
pursuant to a Grouped Charge Off Disposition if such amounts do
not constitute cash proceeds received by the Seller upon the
initial sale or re-securitization of such Defaulted
Receivables.
Section 2.02. Amendments to Section 2.09 of the Agreement.
(a) The first paragraph of Section 2.09 of the Agreement is amended
by the addition of the following phrase following the words "and all
proceeds thereof":
but excluding all Recoveries relating thereto resulting from
the sale or re-securitization of Receivables pursuant to a
Grouped Charge Off Disposition
(b) Section 2.09(c) of the Agreement is hereby amended and
restated in its entirety as follows:
(c) such Seller shall have represented and warranted on or
prior to the date that is 10 Business Days after the Removal
Date that the list of Removed Accounts delivered pursuant to
paragraph (b) above was, as of the Removal Date, true and
complete in all material respects (except the balances set
forth in such list of Removed Accounts, which shall be true and
correct in all material respects as of the Removal Notice
Date);
(c) Section 2.09(d) of the Agreement is hereby amended and
restated in its entirety as follows:
(d) the Rating Agency Condition shall have been satisfied
with respect to such removal; provided, however, that if the
aggregate amount of Principal
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Receivables outstanding in such Removed Accounts is zero, the
Rating Agency Condition shall not apply;
Section 2.03. Amendment to Exhibit C to the Agreement.
(a) Section 3(a) of Exhibit C to the Agreement is hereby
amended by adding the following phrase at the end of said Section
3(a):
resulting from the sale or re-securitization of Receivables
pursuant to a Grouped Charge Off Disposition.
(b) Section 4(c) of Exhibit C to the Agreement is hereby
amended and restated in its entirety as follows:
(c) The list of Removed Accounts delivered pursuant
to Section 2.09(b) of the Agreement is true and complete in all
material respects as of the Removal Date (except that the
balances set forth in such list of Removed Accounts are true
and correct in all material respects as of the Removal Notice
Date).
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
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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 Seller, 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.
PROVIDIAN NATIONAL BANK,
Seller and Servicer,
by /s/ Miranda Mengis
-------------------------
Name: Miranda Mengis
Title: Vice President
BANKERS TRUST COMPANY,
Trustee,
by /s/ Patricia M.F. Russo
--------------------------
Name: Patricia M.F. Russo
Title: Vice President
