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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Fleet Bank (RI), National Association
(Exact name of registrant as specified in its charter)
on behalf of the
Fleet Credit Card Master Trust II
United States 050495490
(State of incorporation or organization) (IRS Employer Identification No.)
111 Westminster Street 02903
Providence, Rhode Island (Zip Code)
(Address of principal executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
None
Securities to be registered pursuant to Section 12(g) of the Act:
Fleet Credit Card Master Trust II
Class A Asset Backed Certificates, Series 1999-A
Class B Asset Backed Certificates, Series 1999-A
(Title of Class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrants' Securities to be Registered.
The description of the Asset Backed Certificates appearing under the
captions entitled: "Summary of Terms," "Risk Factors," "Introduction," "The
Receivables," "Maturity Assumptions," "Receivable Yield Considerations," and
"Description of the Certificates" in the Prospectus Supplement, dated March 15,
1999, and "Prospectus Summary," "Risk Factors," "Material Legal Aspects of the
Receivables," "Description of the Certificates," "Federal Income Tax
Consequences," and "ERISA Considerations" in the Prospectus, dated March 10,
1999 (the Prospectus and the Prospectus Supplement are incorporated herein by
reference as Exhibit 8).
Item 2. Exhibits.
Exhibit 1 Form of specimens of certificates representing Class A Asset
Backed Certificates, Series 1999-A and Class B Asset Backed
Certificates, Series 1999-A.
Exhibit 2 Amended and Restated Pooling and Servicing Agreement
(incorporated by reference to Exhibit 4.1 to the
registrant's Registration Statement on Form S-3, Nos.
333-52583 and 333-52583-01, filed with the Securities and
Exchange Commission on May 13, 1998).
Exhibit 3 Amendment Number 1 to Amended and Restated Pooling and
Servicing Agreement (incorporated by reference to Exhibit
4.2 to the registrant's Registration Statement on Form S-3,
Nos. 333-52583 and 333-52583-01, filed with the Securities
and Exchange Commission on May 13, 1998).
Exhibit 4 Amendment Number 2 to Amended and Restated Pooling and
Servicing Agreement (incorporated by reference to Exhibit
4.3 to the registrant's Registration Statement on Form S-3,
Nos. 333-52583 and 333-52583-01, filed with the Securities
and Exchange Commission on May 13, 1998).
Exhibit 5 Amendment Number 3 to Amended and Restated Pooling and
Servicing Agreement (incorporated by reference to Exhibit
4.4 to the registrant's Registration Statement on Form S-3,
Nos. 333-52583 and 333-52583-01, filed with the Securities
and Exchange Commission on May 13, 1998).
Exhibit 6 Assignment and Assumption Agreement (incorporated by
reference to Exhibit 4.5 to the registrant's Registration
Statement on Form S-3, Nos. 333-52583 and 333-52583-01,
filed with the Securities and Exchange Commission on May 13,
1998).
Exhibit 7 Series 1998-A Supplement (incorporated by reference to
Exhibit 4.1 to the registrant's Form 8-K filed with the
Securities and Exchange Commission on April 6, 1999).
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Exhibit 8 Prospectus Supplement, dated March 15, 1999, together with the
Prospectus, dated March 10, 1999, filed with the Securities
and Exchange Commission on March 17, 1999, pursuant to Rule
424(b)(2).
3
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, as amended, the Registrant has duly caused this Form 8-A to be signed
on its behalf by the undersigned, thereto duly authorized.
FLEET BANK (RI), NATIONAL
ASSOCIATION
By: /s/ Jeffrey A. Lipson
Date: April 8, 1999
4
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INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
Exhibit 1 Form of specimens of certificates representing Class A Asset
Backed Certificates, Series 1999-A and Class B Asset Backed
Certificates, Series 1999-A.
Exhibit 2 Amended and Restated Pooling and Servicing Agreement
(incorporated by reference to Exhibit 4.1 to the registrant's
Registration Statement on Form S-3, Nos. 333-52583 and
333-52583-01, filed with the Securities and Exchange
Commission on May 13, 1998).
Exhibit 3 Amendment Number 1 to Amended and Restated Pooling and
Servicing Agreement (incorporated by reference to Exhibit 4.2
to the registrant's Registration Statement on Form S-3, Nos.
333-52583 and 333-52583-01, filed with the Securities and
Exchange Commission on May 13, 1998).
Exhibit 4 Amendment Number 2 to Amended and Restated Pooling and
Servicing Agreement (incorporated by reference to Exhibit 4.3
to the registrant's Registration Statement on Form S-3, Nos.
333-52583 and 333-52583-01, filed with the Securities and
Exchange Commission on May 13, 1998).
Exhibit 5 Amendment Number 3 to Amended and Restated Pooling and
Servicing Agreement (incorporated by reference to Exhibit 4.4
to the registrant's Registration Statement on Form S-3, Nos.
333-52583 and 333-52583-01, filed with the Securities and
Exchange Commission on May 13, 1998).
Exhibit 6 Assignment and Assumption Agreement (incorporated by reference
to Exhibit 4.5 to the registrant's Registration Statement on
Form S-3, Nos. 333-52583 and 333-52583-01, filed with the
Securities and Exchange Commission on May 13, 1998).
Exhibit 7 Series 1998-A Supplement (incorporated by reference to Exhibit
4.1 to the registrant's Form 8-K filed with the Securities and
Exchange Commission on April 6, 1999).
Exhibit 8 Prospectus Supplement, dated March 15, 1999, together with the
Prospectus, dated March 10, 1999, filed with the Securities
and Exchange Commission on March 17, 1999, pursuant to Rule
424(b)(2).
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EXHIBIT 1
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REGISTERED
FLEET CREDIT CARD MASTER TRUST II
CLASS A FLOATING RATE ASSET-BACKED CERTIFICATE,
SERIES 1999-A
Unless this Class A Certificate is presented by an authorized
representative of The Depository Trust Company, a New York corporation ("DTC"),
to the Issuer or its agent for registration of transfer, exchange, or payment,
and any certificate issued is registered in the name of Cede & Co. or in such
other name as is requested by an authorized representative of DTC (and any
payment is made to Cede & Co. or to such other entity as is requested by an
authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered
owner hereof, Cede & Co., has an interest herein.
Evidencing an undivided interest in a trust, the corpus of which
consists of receivables generated from time to time in the ordinary course
of business in a portfolio of revolving consumer credit card accounts
owned by Fleet Bank (RI), National Association (the "Bank") as successor
in interest to 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) or any
Additional Seller.
No. __ CUSIP NO. 33901HAA1
$XXX,000,000
(Not an interest in or obligation of Fleet Bank (RI), National
Association or any affiliate thereof, except to the limited extent
described herein.)
This certifies that CEDE & CO. (the "Investor Certificateholder") is
the registered owner of an undivided interest in certain assets of a trust (the
"Trust"), created pursuant to the Amended and Restated Pooling and Servicing
Agreement, dated as of December 1, 1993 (as amended and restated as of May 23,
1994, and 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, and as further
amended by Amendment Number 3, dated as of February 20, 1998, and as assigned by
Advanta National Bank to the Bank pursuant to an Assignment and Assumption
Agreement, dated as of February 20, 1998, among Advanta National Bank, the Bank,
Fleet Credit Card, LLC, and Bankers Trust Company, as trustee, the "Amended and
Restated Pooling and Servicing Agreement") between the Bank, as seller (in such
capacity together with its predecessors as sellers during such period as any
such predecessors were sellers, the "Seller") and servicer (in such capacity,
the "Servicer"), and Bankers Trust Company, as trustee (the "Trustee"), as
supplemented by the Series 1999-A Supplement, dated as of March 23, 1999, by and
between the Bank, as Seller and Servicer, and the Trustee. The Amended and
Restated Pooling and Servicing
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Agreement, the Series 1999-A Supplement and any amendments, exhibits and
schedules thereto are collectively referred to herein as the "Agreement." The
corpus of the Trust consists of (i) a portfolio of receivables (the
"Receivables") arising under selected VISA and MasterCard* consumer credit card
accounts or other revolving consumer credit accounts (the "Accounts") in
portfolios of revolving consumer credit accounts owned by any of the Bank or any
Additional Seller, (ii) all monies due or to become due in payment of the
Receivables, all proceeds of the Receivables (other than investment earnings
related to such proceeds), (iii) the right to receive certain Interchange
attributed to cardholder charges for merchandise and services in the Accounts,
(iv) certain amounts recovered from Accounts in which the Receivables have been
written off as uncollectible, (v) proceeds of credit insurance policies relating
to the Receivables and (vi) all monies on deposit in certain bank accounts of
the Trust and the benefits of any type of enhancement ("Series Enhancement")
issued with respect to any Series (the drawing on or payment of such Series
Enhancement being available only to Certificateholders of a specified Series or
Class unless otherwise indicated in the related Supplement). The Trust assets
may also include participations (including 100% participations) representing
undivided interests in a pool of assets primarily consisting of revolving credit
card receivables or consumer loan receivables (secured and unsecured), and any
interests in both such types of receivables, including securities representing
or backed by both such types of receivables, and other self-liquidating
financial assets owned by the Seller or any affiliate of the Seller and
collections thereon. The Seller conveyed to the Trust all Receivables existing
under certain designated Accounts at the time of the formation of the Trust and
all Receivables arising under such Accounts from time to time thereafter. In
addition, the Seller has conveyed and the Seller may convey in the future all
Receivables existing under certain designated Additional Accounts (including
Automatic Additional Accounts) and all Receivables thereafter arising in such
Additional Accounts.
Although a summary of certain provisions of the Agreement is set
forth below, this Class A Certificate does not purport to summarize the
Agreement, such summary is qualified in its entirety by the terms and provisions
of the Agreement and reference is made to the Agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee. A copy
of the Agreement may be obtained from the Trustee by writing to the Trustee at
Four Albany Street, New York, New York 10006, Attention: Corporate Trust and
Agency Group/Structured Finance Group. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to them in the
Agreement.
This Class A Certificate is issued under and is subject to the
terms, provisions and conditions of the Agreement to which the Holder of this
Class A Certificate by virtue of the acceptance hereof assents and is bound.
It is the intent of the Seller and the Class A Certificateholders
that, for federal income taxes, state and local income and franchise taxes and
any other taxes imposed on or measured by income, the Class A Certificates will
be treated as indebtedness secured by the Receivables. The Servicer, by entering
into the Agreement, and the Seller, the Holder of the Bank Certificate, each
Holder of a Class A Certificate and each Holder of a Class B Certificate,
- ----------
* VISA and MasterCard are registered trademarks of VISA USA, Inc., and
MasterCard International Incorporated, respectively.
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by acceptance of its Certificate, agrees to treat the Series 1999-A Certificates
for purposes of federal income taxes, state and local income and franchise
taxes, and any other taxes imposed on or measured by income, as indebtedness of
the Seller.
Subject to the terms of the Agreement, payments of principal of the
Class A Certificates are limited to the unpaid Class A Investor Amount, which
may be less than the unpaid principal balance of the Class A Certificates,
pursuant to the terms of the Agreement. All principal of and interest on the
Class A Certificates is scheduled to be paid by the March 2002 Distribution Date
but may be paid earlier. Subject to prior termination as provided in the
Agreement, the interest of the Series 1999-A Certificateholders in the Trust
will terminate following the earliest of (i) the date on which the Investor
Amount is paid in full, (ii) the September 2004 Distribution Date and (iii) the
termination of the Trust pursuant to Section 12.01 of the Agreement.
The Receivables consist of Principal Receivables which arise
generally from the purchase of goods and services and cash advances and in
respect of Periodic Finance Charges, Overlimit Fees, Late Fees, annual
membership fees and annual service charges, if any, Cash Advance Fees,
transaction charges and all other fees and charges with respect to the Accounts
designated by the Seller to be included in Finance Charge Receivables. This
Certificate is one of a series of Certificates entitled "Fleet Credit Card
Master Trust II, Class A Floating Rate Asset Backed Certificates, Series 1999-A"
(the "Class A Certificates"), each of which represents a fractional undivided
interest in certain assets of the Trust. The Trust's assets are allocated in
part to the Holders of the Class A Certificates, in part to the Holders of the
Class B Certificates, in part to the Class C Interests Holders, in part to the
Holders of Investor Certificates of all other Series and in part to the Seller
as Holder of the Bank Certificate and the Holders of any Supplemental
Certificates outstanding from time to time. The Bank Certificate and the Holders
of any outstanding Supplemental Certificates represent the Sellers' Interest in
the Trust. The Bank Certificate and any outstanding Supplemental Certificates
represent the interest in the Principal Receivables not represented by the
Investor Certificates.
The aggregate interest represented by the Series 1999-A Certificates
and Class C Interests at any time in the Principal Receivables in the Trust
shall not exceed an amount equal to the Principal Allocation Percentage thereof
(as set forth in the Agreement) at such time. The Initial Invested Amount is
$600,000,000. The Invested Amount for any date will equal the sum of the Class A
Invested Amount, the Class B Invested Amount and the Class C Invested Amount.
The Class A Initial Invested Amount is $498,000,000. The Class A Invested Amount
for any date of determination will be an amount equal to (a) the Class A Initial
Invested Amount, minus (b) the aggregate amount of principal payments made to
the Class A Certificateholders on or prior to such date, minus (c) the excess,
if any, of the aggregate amount of Class A Investor Charge-Offs for all prior
Distribution Dates over the aggregate amount of Class A Investor Charge-Offs
reimbursed prior to such date, minus (d) the Principal Funding Account Balance
(but not in excess of the Class A Investor Amount) on such date.
Interest will be distributed monthly on the 15th day of each
calendar month or, if such 15th day is not a Business Day, payment will be made
on the next succeeding Business Day (each, a "Distribution Date"), commencing
May 17, 1999, in an amount equal to the product of (i) (a) a fraction, the
numerator of which is the actual number of days in the related Interest Period
and the denominator of which is 360, times (b) the Class A Certificate Rate, and
(ii) the
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outstanding principal amount of the Class A Certificates as of the preceding
Record Date (or, in the case of the first Distribution Date, as of the Closing
Date).
The Class A Certificates will bear interest for each Interest Period
at the rate of 0.11% per annum above LIBOR determined as set forth below (the
"Class A Certificate Rate").
The Trustee will determine LIBOR on March 19, 1999 for the period
from the Closing Date through May 16, 1999 and for each Interest Period
thereafter, on the second London Business Day prior to the Distribution Date on
which such Interest Period commences (each, a "LIBOR Determination Date"). A
"London Business Day" is any day on which dealings in deposits in United States
dollars are transacted in the London interbank market. The Class A Certificate
Rate applicable to the then current and the immediately preceding Interest
Periods may be obtained by telephoning the Trustee at its Corporate Trust Office
at (800) 735-7777.
The determination of LIBOR will be made in accordance with the
following provisions:
(i) On each LIBOR Determination Date, the Trustee will determine
LIBOR based on the rate for deposits in United States dollars for a period
of the Designated Maturity which appears on Telerate Page 3750 as of 11:00
A.M. (London time) on such date.
(ii) If such rate does not appear on Telerate Page 3750, the Trustee
will determine LIBOR on the basis of quotations of the offered rates for
deposits in United States dollars provided by the Reference Banks at
approximately 11:00 A.M. (London time) on such LIBOR Determination Date to
prime banks in the London interbank market for a period of the Designated
Maturity. If at least two such quotations are provided, LIBOR will be the
arithmetic mean of such quotations.
(iii) If, on the LIBOR Determination Date, such rate does not appear
on Telerate Page 3750 and only one or none of the Reference Banks provides
such offered quotations, LIBOR will be the rate per annum that the Trustee
determines to be the arithmetic mean of the offered quotations that three
major banks in The City of New York selected by the Servicer are quoting
at approximately 11:00 A.M. (New York City time) on that day for loans in
United States dollars to leading European banks for a period of the
Designated Maturity.
"Designated Maturity" as used in the preceding provisions means, one
month; provided, that LIBOR for the initial Interest Period will be determined
by straight-line interpolation (based on the actual number of days in the
initial Interest Period) between two rates determined in accordance with the
definition of LIBOR, one of which will be determined for a Designated Maturity
of one month and the other of which will be determined for a Designated Maturity
of two months.
On each Distribution Date with respect to the Accumulation Period,
an amount equal to the least of (a) Available Investor Principal Collections on
deposit in the Collection Account with respect to such Distribution Date, (b)
the Controlled Deposit Amount for such Distribution Date and (c) the Class A
Invested Amount on such Distribution Date, will be
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deposited in the Principal Funding Account for payment to the Class A
Certificateholders on the earlier to occur of the Class A Expected Final
Distribution Date or the first Distribution Date with respect to the Rapid
Amortization Period.
On each Distribution Date during the Rapid Amortization Period until
the Class A Investor Amount has been paid in full or the Series Termination Date
occurs, the Class A Certificateholders will be entitled to receive Available
Investor Principal Collections in an amount up to the Class A Investor Amount.
On any Distribution Date occurring on or after the Investor Amount
is reduced to 5% or less of the Initial Invested Amount during the Revolving
Period the Seller will have the option (to be exercised in its sole discretion)
to repurchase the Certificates.
This Class A Certificate does not represent an obligation of, or an
interest in, Fleet Financial Group, the Bank, any Additional Seller, the
Servicer or any Affiliate of any of them. None of the Class A Certificates, the
Accounts nor the Receivables are deposits or insured or guaranteed by the
Federal Deposit Insurance Corporation or any other governmental agency. This
Class A Certificate is limited in right of payment to certain Collections with
respect to the Receivables (and certain other amounts), all as more specifically
set forth herein and in the Agreement.
The Agreement may be amended under certain circumstances by the
Servicer, the Seller and the Trustee, without Certificateholder consent,
provided that (i) the Seller shall have delivered to the Trustee an Officer's
Certificate to the effect that the Seller reasonably believes that such
amendment will not result in the occurrence of a Pay Out Event or materially
adversely affect the amount or timing of distributions to be made to the
Investor Certificateholders of any Series or Class and (ii) written confirmation
from each Rating Agency that such amendment will not result in a reduction or
withdrawal of the rating of the Series 1999-A Certificates or the rating of any
other outstanding Series or Class with respect to which it is a Rating Agency.
The Agreement may be amended by the Servicer, the Seller and the
Trustee, with the consent of the Holders of Investor Certificates evidencing not
less than 66-2/3% of the aggregate Investor Amount of the Investor Certificates
of all adversely affected Series, for the purpose of adding any provisions to,
changing in any manner or eliminating any of the provisions of the Agreement or
of modifying in any manner the rights of Investor Certificateholders of any
Series then issued and outstanding; provided, however, that no such amendment
shall (a) reduce in any manner the amount of, or delay the timing of,
distributions to Investor Certificateholders or deposits of amounts to be so
distributed or the amount available under any Series Enhancement without the
consent to any such amendment of each affected Certificateholder, (b) change the
definition of or the manner of calculating the interest of any Investor
Certificateholder without the consent of each affected Investor
Certificateholder, (c) reduce the aforesaid percentage required to consent to
any such amendment without the consent of each Investor Certificateholder or (d)
adversely affect the rating of any Series or Class by each Rating Agency without
the consent of the Holders of Investor Certificates of such Series or Class
evidencing not less than 66-2/3% of the aggregate Investor Amount of the
Investor Certificates of such Series or Class.
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The Class A Certificates are issuable only in denominations of
$1,000 and integral multiples of $1,000 in excess thereof. The transfer of this
Class A Certificate shall be registered in the Certificate Register upon
surrender of this Class A Certificate for registration of transfer at any office
or agency maintained by the Transfer Agent and Registrar accompanied by a
written instrument of transfer, in a form satisfactory to the Trustee and the
Transfer Agent and Registrar, duly executed by the Holder or his attorney and
duly authorized in writing, and thereupon one or more new Class A Certificates
of authorized denominations and for the same aggregate fractional undivided
interest will be issued to the designated transferee or transferees.
As provided in the Agreement and subject to certain limitations
therein set forth, this Class A Certificate is exchangeable for a new Class A
Certificate evidencing a like aggregate fractional undivided interest, as
requested by the Holder surrendering this Class A Certificate. No service charge
may be imposed for any such exchange, but the Transfer Agent and Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection therewith.
Prior to due presentation of this Class A Certificate for
registration of transfer, the Transfer Agent and Registrar, the Paying Agent and
the Trustee and any agent of any of them may treat the person in whose name this
Class A Certificate is registered as the owner hereof for all purposes, and
neither the Trustee, the Paying Agent or the Transfer Agent and Registrar nor
any agent of any of them shall be affected by notice to the contrary except in
certain circumstances described in the Agreement.
This Class A Certificate shall be construed in accordance with and
governed by the laws of the State of New York, without reference to its conflict
of law provisions.
Unless the certificate of authentication hereon has been executed by
or on behalf of the Trustee, by manual signature, or by an authenticating agent
appointed by the Trustee, this Class A Certificate shall not be entitled to any
benefit under the Agreement, or be valid for any purpose.
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IN WITNESS WHEREOF, the Seller has caused this Class A Certificate
to be duly executed.
FLEET BANK (RI), NATIONAL ASSOCIATION
By:______________________________
Vice President
This is one of the Class A Certificates referred to in the
within-mentioned Agreement.
BANKERS TRUST COMPANY,
as Trustee,
By:______________________________
Authorized Officer
Dated: March 23, 1999
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ASSIGNMENT
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE(S)
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
__________________________
: :
: :
: :
__________________________ _____________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE)
____________________ the within certificate and all rights thereunder, and
hereby irrevocably constitutes and appoints ____________________ Attorney, with
full power of substitution in the premises, to transfer said certificate on the
books kept for registration thereof.
Dated: ________________________
______________________________
Note: The signature(s) to this Assignment must
correspond with the name(s) as written on the face
of the within certificate in every particular,
without alteration or enlargement or any change
whatever.
(1) An assignee which is not a United States
Person as defined in the Internal Revenue
Code of 1986, as amended (the "Code") must
certify to the Transfer Agent and Registrar
in writing as to such status and such
further information as may be required under
the Code or reasonably requested by the
Transfer Agent and Registrar.
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REGISTERED
FLEET CREDIT CARD MASTER TRUST II
CLASS B FLOATING RATE ASSET-BACKED CERTIFICATE,
SERIES 1999-A
THIS CLASS B CERTIFICATE MAY NOT BE ACQUIRED BY OR FOR THE ACCOUNT
OF A BENEFIT PLAN.
Unless this Class B Certificate is presented by an authorized
representative of The Depository Trust Company, a New York corporation ("DTC"),
to the Issuer or its agent for registration of transfer, exchange, or payment,
and any certificate issued is registered in the name of Cede & Co. or in such
other name as is requested by an authorized representative of DTC (and any
payment is made to Cede & Co. or to such other entity as is requested by an
authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered
owner hereof, Cede & Co., has an interest herein.
Evidencing an undivided interest in a trust, the corpus of which
consists of receivables generated from time to time in the ordinary course
of business in a portfolio of revolving consumer credit card accounts
owned by Fleet Bank (RI), National Association (the "Bank") as successor
in interest to 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) or any
Additional Seller.
No. __ CUSIP NO. 33901HAB9
$XX,000,000
(Not an interest in or obligation of Fleet Bank (RI), National
Association, or any affiliate thereof, except to the limited extent
described herein.)
This certifies that CEDE & CO. (the "Investor Certificateholder") is
the registered owner of an undivided interest in certain assets of a trust (the
"Trust"), created pursuant to the Amended and Restated Pooling and Servicing
Agreement, dated as of December 1, 1993 (as amended and restated on May 23,
1994, and 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, and as further
amended by Amendment Number 3, dated as of February 20, 1998, and as assigned by
Advanta National Bank to the Bank pursuant to an Assignment and Assumption
Agreement, dated as of February 20, 1998, among Advanta National Bank, the Bank,
Fleet Credit Card, LLC, and Bankers Trust Company, as trustee, the "Amended and
Restated Pooling and Servicing Agreement") between the Bank, as seller (in such
capacity, together with its predecessor as sellers during such period as any
such predecessors were sellers, the "Seller") and servicer (in such capacity,
the "Servicer") and Bankers Trust Company, as trustee (the "Trustee"), as
supplemented by the Series 1999-A Supplement, dated as of March 23, 1999, by and
between the Bank, as Seller and Servicer, and the Trustee. The Amended and
Restated Pooling and Servicing Agreement, the Series 1999-A Supplement and any
amendments, exhibits and schedules thereto
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are collectively referred to herein as the "Agreement." The corpus of the Trust
consists of (i) a portfolio of receivables (the "Receivables") arising under
selected VISA and MasterCard* consumer credit card accounts or other revolving
consumer credit accounts (the "Accounts") in portfolios of revolving consumer
credit accounts owned by any of the Bank or any Additional Seller, (ii) all
monies due or to become due in payment of the Receivables, all proceeds of the
Receivables (other than investment earnings related to such proceeds), (iii) the
right to receive certain Interchange attributed to cardholder charges for
merchandise and services in the Accounts, (iv) certain amounts recovered from
Accounts in which the Receivables have been written off as uncollectible, (v)
proceeds of credit insurance policies relating to the Receivables and (vi) all
monies on deposit in certain bank accounts of the Trust and the benefits of any
type of enhancement ("Series Enhancement") issued with respect to any Series
(the drawing on or payment of such Series Enhancement being available only to
Certificateholders of a specified Series or Class unless otherwise indicated in
the related Supplement). The Trust assets may also include participations
(including 100% participations) representing undivided interests in a pool of
assets primarily consisting of revolving credit card receivables or consumer
loan receivables (secured and unsecured), and any interests in both such types
of receivables, including securities representing or backed by both such types
of receivables, and other self-liquidating financial assets owned by the Seller
or any affiliate of the Seller and collections thereon. The Seller, conveyed to
the Trust all Receivables existing under certain designated Accounts at the time
of the formation of the Trust and all Receivables arising under such Accounts
from time to time thereafter. In addition, the Seller has conveyed and the
Seller may convey in the future all Receivables existing under certain
designated Additional Accounts (including Automatic Additional Accounts) and all
Receivables thereafter arising in such Additional Accounts.
Although a summary of certain provisions of the Agreement is set
forth below, this Class B Certificate does not purport to summarize the
Agreement, such summary is qualified in its entirety by the terms and provisions
of the Agreement and reference is made to the Agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee. A copy
of the Agreement may be obtained from the Trustee by writing to the Trustee at
Four Albany Street, New York, New York 10006, Attention: Corporate Trust and
Agency Group/Structured Finance Group. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to them in the
Agreement.
This Class B Certificate is issued under and is subject to the
terms, provisions and conditions of the Agreement to which the Holder of this
Class B Certificate by virtue of the acceptance hereof assents and is bound.
It is the intent of the Seller and the Class B Certificateholders
that, for federal income taxes, state and local income and franchise taxes and
any other taxes imposed on or measured by income, the Class B Certificates will
be treated as indebtedness secured by the Receivables. The Servicer, by entering
into the Agreement, and the Seller, the Holder of the Bank Certificate, each
Holder of a Class B Certificate, and each Holder of a Class A Certificate, by
acceptance of its Certificate, agrees to treat the Series 1999-A Certificates
for purposes of
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* VISA and MasterCard are registered trademarks of VISA USA, Inc., and
MasterCard International Incorporated, respectively.
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<PAGE> 12
federal income taxes, state and local income and franchise taxes, and any other
taxes imposed on or measured by income, as indebtedness of the Seller.
Subject to the terms of the Agreement, payments of principal of the
Class B Certificates are limited to the unpaid Class B Investor Amount, which
may be less than the unpaid principal balance of the Class B Certificates,
pursuant to the terms of the Agreement. Principal payments on the Class B
Certificates will not be made unless the Class A Certificates are paid in full.
All principal of and interest on the Class B Certificates is scheduled to be
paid by the March 2002 Distribution Date, but may be paid earlier. Subject to
prior termination as provided in the Agreement, the interest of the Series
1999-A Certificateholders in the Trust will terminate following the earliest of
(i) the date on which the Investor Amount is paid in full and (ii) the September
2004 Distribution Date and (iii) the termination of the Trust pursuant to
Section 12.01 of the Agreement.
The Receivables consist of Principal Receivables which arise
generally from the purchase of goods and services and cash advances and in
respect of Periodic Finance Charges, Overlimit Fees, Late Fees, annual
membership fees and annual service charges, if any, Cash Advance Fees,
transaction charges and all other fees and charges with respect to the Accounts
designated by the Seller to be included in Finance Charge Receivables. This
Certificate is one of a series of Certificates entitled "Fleet Credit Card
Master Trust II, Class B Floating Rate Asset Backed Certificates, Series 1999-A"
(the "Class B Certificates"), each of which represents a fractional undivided
interest in certain assets of the Trust. The Trust's assets are allocated in
part to the Holders of the Class B Certificates and in part to the Holders of
the Class A Certificates, in part to the Class C Interests Holders, in part to
the Holders of Investor Certificates of all other Series and in part to the
Seller as Holder of the Bank Certificate and the Holders of any outstanding
Supplemental Certificates outstanding from time to time. The Bank Certificate
and any outstanding Supplemental Certificates represent the Sellers' Interest in
the Trust. The Bank Certificate and any outstanding Supplemental Certificates
represent the interest in the Principal Receivables not represented by the
Investor Certificates.
THE CLASS B CERTIFICATES ARE SUBORDINATED TO THE CLASS A
CERTIFICATES TO THE EXTENT SET FORTH IN THE AGREEMENT.
The aggregate interest represented by the Series 1999-A Certificates
and Class C Interests at any time in the Principal Receivables in the Trust
shall not exceed an amount equal to the Principal Allocation Percentage thereof
(as set forth in the Agreement) at such time. The Initial Invested Amount is
$600,000,000. The Invested Amount for any date will equal the sum of the Class A
Invested Amount, the Class B Invested Amount and the Class C Invested Amount.
The Class B Initial Invested Amount is $45,000,000. The Class B Invested Amount
for any date will be an amount equal to (a) the Class B Initial Invested Amount,
minus (b) the aggregate amount of principal payments made to the Class B
Certificateholders prior to such date, minus (c) the excess, if any, of the
aggregate amount of Class B Investor Charge-Offs for all prior Distribution
Dates over the aggregate amount of any reimbursement of Class B Investor
Charge-Offs for all Distribution Dates preceding such date, minus (d) the amount
of Reallocated Principal Collections allocated on all prior Distribution Dates,
minus (e) an amount equal to the amount by which the Class B Invested Amount has
been reduced pursuant to subsection 4.6(a) of the Agreement on all prior
Distribution Dates, plus (f) the amount of Excess Spread and Excess Finance
Charges allocated and available on all prior Distribution Dates for the purpose
of reimbursing amounts deducted pursuant to the foregoing clauses (c), (d) and
(e), and minus (g)
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<PAGE> 13
the positive difference, if any, between the Principal Funding Account Balance
and the Class A Investor Amount on such date; provided, however, that the Class
B Invested Amount may not be reduced below zero.
Interest will be distributed monthly on the 15th day of each
calendar month or, if such 15th day is not a Business Day, payment will be made
on the next succeeding Business Day (each, a "Distribution Date"), commencing
May 17, 1999, in an amount equal to the product of (i) (a) a fraction, the
numerator of which is the actual number of days in the related Interest Period
divided by 360, times (b) the Class B Certificate Rate, and (ii) the outstanding
principal amount of the Class B Certificates as of the preceding Record Date
(or, in the case of the first Distribution Date as of the Closing Date).
The Class B Certificates will bear interest for each Interest Period
at the rate of 0.33% per annum above LIBOR determined as set forth below (the
"Class B Certificate Rate").
The Trustee will determine LIBOR on March 19, 1999 for the period
from the Closing Date through May 16, 1999 and for each Interest Period
thereafter, on the second London Business Day prior to the Distribution Date on
which such Interest Period commences (each, a "LIBOR Determination Date"). A
"London Business Day" is any day on which dealings in deposits in United States
dollars are transacted in the London interbank market. The Class B Certificate
Rate applicable to the then current and the immediately preceding Interest
Periods may be obtained by telephoning the Trustee at its Corporate Trust Office
at (800) 735-7777.
The determination of LIBOR will be made in accordance with the
following provisions:
(i) On each LIBOR Determination Date, the Trustee will determine
LIBOR based on the rate for deposits in United States dollars for a period
of the Designated Maturity which appears on Telerate Page 3750 as of 11:00
A.M. (London time) on such date.
(ii) If such rate does not appear on Telerate Page 3750, the Trustee
will determine LIBOR on the basis of quotations of the offered rates for
deposits in United States dollars provided by the Reference Banks at
approximately 11:00 A.M. (London time) on such LIBOR Determination Date to
prime banks in the London interbank market for a period of the Designated
Maturity. If at least two such quotations are provided, LIBOR will be the
arithmetic mean of such quotations.
(iii) If, on the LIBOR Determination Date, such rate does not appear
on Telerate Page 3750 and only one or none of the Reference Banks provides
such offered quotations, LIBOR will be the rate per annum that the Trustee
determines to be the arithmetic mean of the offered quotations that three
major banks in The City of New York selected by the Servicer are quoting
at approximately 11:00 A.M. (New York City time) on that day for loans in
United States dollars to leading European banks for a period of the
Designated Maturity.
"Designated Maturity" shall mean, one month; provided, that LIBOR
for the initial Interest Period will be determined by straight-line
interpolation (based on the actual number of days in the initial Interest
Period) between two rates determined in accordance with
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<PAGE> 14
the definition of LIBOR, one of which will be determined for a Designated
Maturity of one month and the other of which will be determined for a Designated
Maturity of two months.
After the Class A Investor Amount is paid in full, on each
Distribution Date with respect to the Accumulation Period, amounts equal to the
least of (a) Available Investor Principal Collections on deposit in the
Collection Account with respect to such Distribution Date, (minus the portion of
such Available Investor Principal Collections applied to Class A Monthly
Principal on such Distribution Date), (b) the Controlled Deposit Amount for such
Distribution Date (minus the portion of such Controlled Deposit Amount for such
Distribution Date applied to Class A Monthly Principal on such Distribution
Date)) and (c) the Class B Invested Amount, will be deposited in the Principal
Funding Account for payment to the Class B Certificateholders until the Class B
Investor Amount is paid in full.
On each Distribution Date during the Rapid Amortization Period
(following the payment in full of the Class A Certificates) until the Class B
Investor Amount has been paid in full or the Series Termination Date occurs, the
Class B Certificateholders will be entitled to receive Available Investor
Principal Collections (minus the portion of Available Investor Principal
Collections applied to Class A Monthly Principal on such Distribution Date) in
an amount up to the Class B Investor Amount.
On any Distribution Date occurring on or after the Investor Amount
is reduced to 5% or less of the Initial Invested Amount during the Revolving
Period, the Seller will have the option (to be exercised in their sole
discretion) to repurchase the Certificates.
This Class B Certificate does not represent an obligation of, or an
interest in, Fleet Financial Group, the Bank, any Additional Seller, the
Servicer or any Affiliate of any of them. None of the Class B Certificates, the
Accounts or the Receivables are deposits or insured or guaranteed by the Federal
Deposit Insurance Corporation or any other governmental agency. This Class B
Certificate is limited in right of payment to certain Collections respecting the
Receivables (and certain other amounts), all as more specifically set forth
herein and in the Agreement.
The Agreement may be amended under certain circumstances by the
Servicer, the Seller and the Trustee, without Certificateholder consent,
provided that (i) the Seller shall have delivered to the Trustee an Officer's
Certificate to the effect that the Seller reasonably believes that such
amendment will not result in the occurrence of a Pay out Event or materially
adversely affect the amount or timing of distributions to be made to the
Investor Certificateholders of any Series or Class and (ii) written confirmation
from each Rating Agency that such amendment will not result in a reduction or
withdrawal of the rating of the Series 1999-A Certificates or the rating of any
other outstanding Series or Class with respect to which it is a Rating Agency.
The Agreement may be amended by the Servicer, the Seller and the
Trustee, with the consent of the Holders of Investor Certificates evidencing not
less than 66-2/3% of the aggregate Investor Amount of the Investor Certificates
of all adversely affected Series, for the purpose of adding any provisions to,
changing in any manner or eliminating any of the provisions of the Agreement or
of modifying in any manner the rights of Investor Certificateholders of any
Series then issued and outstanding; provided, however, that no such amendment
shall (a) reduce in any manner the amount of, or delay the timing of,
distributions to Investor Certificateholders or deposits of amounts to be so
distributed or the amount available
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<PAGE> 15
under any Series Enhancement without the consent to any such amendment of each
affected Certificateholder, (b) change the definition of or the manner of
calculating the interest of any Investor Certificateholder without the consent
of each affected Investor Certificateholder, (c) reduce the aforesaid percentage
required to consent to any such amendment without the consent of each Investor
Certificateholder or (d) adversely affect the rating of any Series or Class by
each Rating Agency without the consent of the Holders of Investor Certificates
of such Series or Class evidencing not less than 66-2/3% of the aggregate
Investor Amount of the Investor Certificates of such Series or Class.
The Class B Certificates are issuable only in denominations of
$1,000 and integral multiples of $1,000 in excess thereof. The transfer of this
Class B Certificate shall be registered in the Certificate Register upon
surrender of this Class B Certificate for registration of transfer at any office
or agency maintained by the Transfer Agent and Registrar accompanied by a
written instrument of transfer, in a form satisfactory to the Trustee and the
Transfer Agent and Registrar, duly executed by the Holder or his attorney and
duly authorized in writing, and thereupon one or more new Class B Certificates
of authorized denominations and for the same aggregate fractional undivided
interest will be issued to the designated transferee or transferees.
As provided in the Agreement and subject to certain limitations
therein set forth, this Class B Certificate is exchangeable for a new Class B
Certificate evidencing a like aggregate fractional undivided interest, as
requested by the Holder surrendering this Class B Certificate. No service charge
may be imposed for any such exchange, but the Transfer Agent and Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection therewith.
This Class B Certificate may not be acquired by or for the account
of any benefit plan, trust or account, including an individual retirement
account, that is subject to the Employee Retirement Income Security Act of 1974,
as amended, or that is described in Section 4975(e)(1) of the Internal Revenue
Code of 1986, as amended, or an entity whose underlying assets include plan
assets by reason of a plan's investment in such entity (a "Benefit Plan"). By
accepting and holding this Class B Certificate, the Holder hereof shall be
deemed to have represented and warranted that it is not a Benefit Plan. By
acquiring any interest in this Class B Certificate, the applicable Certificate
Owner or Owners shall be deemed to have represented and warranted that it or
they are not Benefit Plans.
Prior to due presentation of this Class B Certificate for
registration of transfer, the Transfer Agent and Registrar, the Paying Agent and
the Trustee and any agent of any of them may treat the person in whose name this
Class B Certificate is registered as the owner hereof for all purposes, and
neither the Trustee, the Paying Agent or the Transfer Agent and Registrar nor
any agent of any of them shall be affected by notice to the contrary except in
certain circumstances described in the Agreement.
This Class B Certificate shall be construed in accordance with and
governed by the laws of the State of New York, without reference to its conflict
of law provisions.
Unless the certificate of authentication hereon has been executed by
or on behalf of the Trustee, by manual signature, or by an authenticating agent
appointed by the Trustee, this Class B Certificate shall not be entitled to any
benefit under the Agreement, or be valid for any purpose.
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<PAGE> 16
IN WITNESS WHEREOF, the Seller has caused this Class B Certificate
to be duly executed.
FLEET BANK (RI), NATIONAL ASSOCIATION
By:______________________________
Vice President
This is one of the Class B Certificates referred to in the
within-mentioned Agreement.
BANKER TRUST COMPANY,
as Trustee,
By:______________________________
Authorized Officer
Dated: March 23, 1999
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<PAGE> 17
ASSIGNMENT
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE(S)
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
__________________________
: :
: :
: :
__________________________ _____________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE)
____________________ the within certificate and all rights thereunder, and
hereby irrevocably constitutes and appoints ____________________ Attorney, with
full power of substitution in the premises, to transfer said certificate on the
books kept for registration thereof.
Dated: ________________________
______________________________
Note: The signature(s) to this Assignment must
correspond with the name(s) as written on the face
of the within certificate in every particular,
without alteration or enlargement or any change
whatever.
(1) An assignee which is not a United States
Person as defined in the Internal Revenue
Code of 1986, as amended (the "Code") must
certify to the Transfer Agent and Registrar
in writing as to such status and such
further information as may be required under
the Code or reasonably requested by the
Transfer Agent and Registrar.
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