<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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
Fleet Bank (RI), National Association
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(Exact name of registrant as specified in its charter)
on behalf of the
Fleet Credit Card Master Trust II
<TABLE>
<S> <C> <C>
United States [ ] 050495490
- ----------------------------- -------------------------- ----------------------
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification Number)
</TABLE>
50 Kennedy Plaza
18th Floor
Providence, Rhode Island 02903
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(Address of Principal Executive (Zip Code)
Office)
Registrant's telephone number, including area code (401) 278-5451
N/A
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(Former Name or Former Address, if Changed Since Last Report)
<PAGE> 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 II. 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 Bankers Trust Company,
as trustee (in such capacity, the "Trustee"), entered into Amendment
Number 3 ("Amendment Number 3") to the Amended and Restated Pooling
and Servicing Agreement dated as of December 1, 1993 and as Amended
and Restated on May 23, 1994 (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 II to the Fleet Credit Card Master
Trust II. On February 20, 1998, immediately after Amendment Number 3
became effective and simultaneously with the Transfer, Advanta
National Bank, Fleet (RI), the LLC and the Trustee entered into an
Assignment and Assumption 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
<PAGE> 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 II was changed
to Fleet Credit Card Master Trust II, 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 Amendment Number 3 to Amended and Restated Pooling and
Servicing Agreement dated as of February 20, 1998.
4.2 Assignment and Assumption Agreement dated as of February
20, 1998.
Item 8. Not Applicable.
Item 9. Not Applicable.
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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.
FLEET BANK (RI), NATIONAL ASSOCIATION
On behalf of the Fleet Credit Card
Master Trust II
By:
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Name:
Title:
<PAGE> 5
EXHIBIT INDEX
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<CAPTION>
Exhibit Description
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<S> <C>
4.1 Amendment Number 3 to Amended and Restated Pooling and Servicing
Agreement dated as of February 20, 1998.
4.2 Assignment and Assumption Agreement dated as of February 20, 1998.
</TABLE>
<PAGE> 1
Exhibit 4.1
AMENDMENT NUMBER 3
TO THE
AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT
THIS AMENDMENT NUMBER 3 TO THE AMENDED AND RESTATED 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 and successor in interest to
the former Advanta National Bank), a national banking association ("ANB"), as
Seller and Servicer, and BANKERS TRUST COMPANY, as Trustee (the "Trustee") under
the Amended and Restated Pooling and Servicing Agreement dated as of December 1,
1993, between ANB, as Seller and Servicer, and the Trustee, as amended and
restated on May 23, 1994 (as amended, supplemented and in effect on the date
hereof, the "Pooling and Servicing Agreement").
RECITALS
WHEREAS, ANB wishes to amend the Pooling and Servicing Agreement as
provided herein in accordance with Section 13.01(a) of the Pooling and Servicing
Agreement 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. In addition, the following words and phrases shall have the
following meanings:
"Assignment and Assumption" shall mean the Assignment and Assumption
Agreement dated as of February 20, 1998 among ANB, Fleet and the Trustee.
"Fleet" shall mean Fleet Bank (RI), National Association, a national
banking association.
<PAGE> 2
SECTION 2. Amendment of Section 1.01. Two new definitions are hereby
added to Section 1.01 of the Pooling and Servicing Agreement, to be placed in
the proper alphabetical order, which shall read as follows:
"Amendment Number 3 Effective Date" shall mean the effective date
for Amendment Number 3 to this Agreement, which shall be February 20,
1998.
"Fleet" shall mean Fleet Bank (RI), National Association, a national
banking association, and its permitted successors and assigns.
SECTION 3. Amendment of Section 1.02. Section 1.02 of the Pooling
and Servicing Agreement is hereby amended by inserting subsection(g) immediately
following subsection (f). Subsection (g) shall read as follows:
(g) From and after the Amendment Number 3 Effective Date, each and
every reference to Colonial in this Agreement and each Supplement shall be
deleted and replaced with the defined term "Fleet."
SECTION 4. Amendment of Section 6.03. Subsection 6.03(d) of the
Pooling and Servicing Agreement is hereby amended in its entirety to read as
follows:
(d) The Bank Certificate (or any interest therein) may be
transferred to (x) a Person which is a member of the "affiliated group" of
which Fleet Financial Group, Inc. is the "common parent" (as such terms
are defined in Section 1504(a) of the Code) or (y) to Fleet in a servicing
transfer pursuant to Section 13.08; provided that (i) if any Series of
Investor Certificates are outstanding that were characterized as debt at
the time of their issuance, the Sellers shall have delivered to the
Trustee and each Rating Agency a Tax Opinion, dated the date of such
transfer, with respect thereto, and (ii) any such transferee shall be
deemed to be a "Seller" for purposes of Section 7.04 and 9.02.
SECTION 5. Amendment to Section 7.02. Subsection 7.02(b) of the
Pooling and Servicing Agreement is hereby amended in its entirety to read as
follows:
(b) the obligations of the Sellers hereunder shall not be assignable
nor shall any Person succeed to the obligations of the Sellers hereunder
except in each case in accordance with the provisions of the foregoing
paragraph or the provisions of Section 13.08.
SECTION 6. Amendment of Section 10.01. The phrase "except as
permitted by Section 8.02 or 8.07," appearing in the tenth line of subsection
10.01(b) of the Pooling and Servicing Agreement is hereby amended to read as
follows: "except as permitted by Section 8.02, 8.07 or 13.08,".
<PAGE> 3
SECTION 7. Amendment of Section 13.08. Section 13.08 of the Pooling
and Servicing Agreement is hereby amended in its entirety to read as follows:
Section 13.08. Assignment. Notwithstanding anything to the contrary
contained herein, except as provided in Section 8.02 or as provided below,
this Agreement may not be assigned by the Servicer without the prior
consent of Holders of Investor Certificates evidencing not less than
66-2/3% of the Aggregate Investor Amount; provided, that, effective as of
the Amendment Number 3 Effective Date, Colonial may assign and delegate to
Fleet all of its rights and obligations hereunder as Seller and as
Servicer upon satisfaction of each of the following conditions: (i) Fleet
shall expressly assume, by an agreement supplemental hereto, executed and
delivered to the Trustee, in form satisfactory to the Trustee, the
performance of every covenant and obligation of Colonial as Seller and
Servicer hereunder, (ii) Fleet shall deliver to the Trustee an Officer's
Certificate and an Opinion of Counsel each stating that such assignment
and delegation complies with this Section and that such supplemental
agreement is a valid and binding obligation of Fleet enforceable against
Fleet in accordance with its terms, except as such enforceability may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium
or other similar laws affecting creditors' rights generally from time to
time in effect and except as such enforceability may be limited by general
principals of equity (whether considered in a suit at law or in equity),
and that all conditions precedent herein provided for in this Section
13.08 have been complied with and (iii) the Rating Agency Condition shall
have been satisfied with respect to such assignment and delegation.
SECTION 8. Amendment to Change Name of the Trust. From and after the
Effective Date, every reference in the Pooling and Servicing Agreement and in
any certificate or other document made or delivered pursuant thereto to the
ADVANTA Credit Card Master Trust II shall be amended to refer to the Fleet
Credit Card Master Trust II and the name of the Trust shall be the Fleet Credit
Card Master Trust II.
SECTION 9. Representation and Warranties of ANB. ANB represents
that, after giving effect to this Amendment and the execution and delivery by
each of the parties thereto of the Assignment and Assumption:
(a) Fleet shall be a Seller for the purpose of Section 7.04 and
Section 9.02 of the Pooling and Servicing Agreement; and
(b) The Seller Amount shall not be less than 2% of the total amount
of Principal Receivables after the exchange of the Bank Certificate pursuant to
Section 10(c) of this Amendment.
SECTION 10. Effectiveness. The amendment provided for by this
Amendment shall become effective on the date (the "Effective Date") that each
of the following events occur:
<PAGE> 4
(a) ANB shall have delivered to the Trustee an Officer's Certificate
from ANB stating that ANB reasonably believes that the execution and delivery of
this Amendment will not have an Adverse Effect.
(b) ANB shall have received from each Rating Agency written
confirmation that the execution and delivery of this Amendment and the
Assignment and Assumption will not result in the reduction or withdrawal of its
current rating of any outstanding Series or Class of Investor Certificates.
(c) ANB shall have surrendered the Bank Certificate to the Trustee
in exchange for a newly issued Bank Certificate modified to reflect Fleet's
ownership of the Seller's Interest with notice of such exchange given to each
Rating Agency.
(d) ANB shall have delivered to the Trustee and each Rating Agency a
Tax Opinion as to the transfer of an interest in the Bank Certificate to Fleet.
(e) The Servicer shall have delivered to the Trustee an Opinion of
Counsel as to the matters specified in Exhibit G-1 to the Pooling and Servicing
Agreement with respect to this Amendment.
(f) Each of the parties hereto shall have received counterparts of
this Amendment, duly executed by each of the parties hereto.
(g) Each of the parties hereto shall have received counterparts of
the Assignment and Assumption, duly executed by each of the parties thereto.
SECTION 11. 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.
SECTION 12. 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.
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SECTION 13. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY AND
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.
SECTION 14. Sequence of Amendments. If an Amendment Number 4 to the
Amended and Restated Pooling and Servicing Agreement ("Amendment Number 4")
shall be executed on the Amendment Number 3 Effective Date, this Amendment shall
be deemed to have been entered into and become effective after Amendment Number
4 shall have been entered into and become effective notwithstanding the
numerical sequence of this Amendment and Amendment Number 4.
<PAGE> 6
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
the 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:
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Name:
Title:
BANKERS TRUST COMPANY,
Trustee
By:
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Name:
Title:
<PAGE> 1
Exhibit 4.2
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Assignment
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 (RI)"), FLEET
CREDIT CARD, LLC, a Rhode Island limited liability company ("LLC"), and BANKERS
TRUST COMPANY, a New York banking corporation, as Trustee (the "Trustee") under
that Amended and Restated Pooling and Servicing Agreement dated as of December
1, 1993, as Amended and Restated on May 23, 1994 (as amended by Amendment Number
1 dated as of July 1, 1994, as further amended by Amendment Number 2 dated as of
October 6, 1995, as further amended by Amendment Number 3 dated as of February
20, 1998, and as supplemented by each of the outstanding Series Supplements and
each of the Assignments of Additional Accounts entered into on or prior to the
date hereof, the "Agreement") pursuant to which the ADVANTA Credit Card Master
Trust II (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 (RI), 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 (RI) or Fleet National Bank; and
WHEREAS, pursuant to the terms of Section 13.08 of the Agreement as
amended by Amendment Number 3 to the Agreement, dated as of February 20, 1998
("Amendment Number 3") Advanta may assign and delegate to Fleet (RI) all of
Advanta's rights and obligations as Seller and Servicer under the Agreement, and
Advanta and Fleet (RI) have agreed that Advanta will assign and delegate to
Fleet (RI) and Fleet (RI) will accept and assume all of Advanta's rights and
obligations as Seller and Servicer under the Agreement; and
WHEREAS, this Assignment Agreement is entered into as an agreement
supplemental to the Agreement within the meaning of Section 13.08 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:
<PAGE> 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 (RI) 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 (RI) 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 (RI), 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 (RI), 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 (RI) hereby agrees and acknowledges, for the benefit of the Trustee and
all of the Certificateholders, that Fleet (RI) 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 Advanta's rights,
title, interests, duties and obligations as Seller and Servicer and to Fleet
(RI)'s acceptance and assumption thereof and hereby acknowledges and agrees that
as of the date hereof, Fleet (RI) 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 except
to the extent of obligations that arose prior to the date hereof.
ARTICLE II
TRANSFER OF THE BANK CERTIFICATE
Section 2.1 Transfer of Bank Certificate. As provided in Section
6.03 of the Agreement, as amended, the Bank Certificate may be transferred to
Fleet (RI) in a servicing transfer pursuant to Section 13.08 and Advanta hereby
assigns and transfers to Fleet (RI) all of Advanta's right, title and interest
in the Bank Certificate and simultaneously with the execution hereof, Advanta
will surrender the Bank Certificate to the Trustee for transfer to Fleet (RI)
and will deliver to the Trustee a Tax Opinion as provided in Section 6.03(d) of
the Agreement.
<PAGE> 3
ARTICLE III
ASSIGNMENT OF RECEIVABLES
Section 3.1 Assignment of Receivables.
(a) Fleet (RI) hereby acknowledges that Advanta has transferred to
Fleet (RI) Advanta's portfolio of consumer credit card accounts including all of
the Initial Accounts designated to the Trust pursuant to the terms of Section
2.01 of the Agreement and each Additional Account designated to the Trust
pursuant to Section 2.08 of the Agreement and those Assignments of Receivables
in Additional Accounts listed in Schedule III to this Assignment Agreement (the
"Account Assignments"). Fleet (RI) 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 Agreement.
(b) Fleet (RI) 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 (RI) 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 (RI)'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, including Insurance Proceeds and Recoveries
relating to the Receivables, (iv) to the extent not otherwise included in such
Receivables, Interchange allocable to the Trust pursuant to the Agreement, and
(v) all amounts on deposit in the Collection Account (other than net investment
earnings thereon), the Excess Funding Account, any Series Account, and any Yield
Maintenance Account.
(c) Fleet (RI) hereby grants to the Trustee, on behalf of the Trust,
for the benefit of the Certificateholders, a first priority perfected security
interest in all of Fleet (RI)'s right, title and interest in and to (i) the
Receivables now existing and hereafter created and arising in the Initial
Accounts and all Additional 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
Agreement and (v) all amounts on deposit in the Collection Account (other than
<PAGE> 4
net investment earnings thereon), the Excess Funding Account, any Series Account
and any Yield Maintenance Account and this Assignment 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.
REPRESENTATIONS, WARRANTIES AND COVENANTS
Section 4.1 Representations and Warranties. Fleet (RI) 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 (RI) 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 (RI) agrees that upon
the execution and delivery of Amendment Number 3, under the terms 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 2.05 and 2.06 notwithstanding the fact that a Receivable
may have been transferred to the Trust prior to the date of this Assignment
Agreement and after the date of this Assignment 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 (RI).
Section 4.3 Covenants.
(a) Fleet (RI), 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 Assignment
Agreement, Fleet (RI) 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.
<PAGE> 5
(b) From and after the date of this Assignment Agreement, Advanta
covenants to execute and deliver to Fleet (RI) such additional documents and
instruments and to take such action, all without further consideration, as Fleet
(RI) 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.
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 Assignment 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 ASSIGNMENT AGREEMENT 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.
<PAGE> 6
IN WITNESS WHEREOF, the undersigned have caused this Assignment
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:
BANKERS TRUST COMPANY,
Trustee
By:
--------------------------
Name:
Title:
Acknowledged and Agreed
FLEET CREDIT CARD, LLC
By:
--------------------------
Name:
Title:
[Signature Page for Assignment Agreement]
<PAGE> 7
SCHEDULE I
List of All Outstanding Supplements to the Amended and Restated Pooling
and Servicing Agreement dated as of December 1, 1993,
as Amended and Restated on May 23, 1994
<PAGE> 8
SCHEDULE II
List of All Series of Certificates
Outstanding Under the Agreement
