EXHIBIT 4.5
[EXECUTION COPY]
================================================================================
--------------------------------------------
ASSIGNMENT AND ASSUMPTION AGREEMENT
Dated as of November 18, 2003
--------------------------------------------
DC FUNDING INTERNATIONAL, INC.
Transferor
FIRST NORTH AMERICAN NATIONAL BANK
Servicer
FLEET BANK (RI), NATIONAL ASSOCIATION
JPMORGAN CHASE BANK
Trustee
and
FNANB CREDIT CARD MASTER NOTE TRUST
Issuer
--------------------------------------------
FNANB CREDIT CARD MASTER TRUST
FNANB CREDIT CARD MASTER NOTE TRUST
--------------------------------------------
================================================================================
ASSIGNMENT AND ASSUMPTION AGREEMENT
ASSIGNMENT AND ASSUMPTION AGREEMENT, dated as of November 18,
2003 (this "Agreement"), among DC FUNDING INTERNATIONAL, INC., a Delaware
corporation ("DC Funding"), as Transferor, FIRST NORTH AMERICAN NATIONAL BANK, a
national banking association ("FNANB"), as Servicer, FLEET BANK (RI), NATIONAL
ASSOCIATION, a national banking association ("Fleet"), JPMORGAN CHASE BANK, a
New York banking corporation and successor trustee to First Union National Bank,
as Trustee (in such capacity, the "Trustee"), and FNANB CREDIT CARD MASTER NOTE
TRUST, a statutory trust organized under the laws of the State of Delaware (the
"Note Trust"), as Issuer (in such capacity, the "Issuer").
PRELIMINARY STATEMENTS
WHEREAS, DC Funding, as Transferor, FNANB, as Transferor under
the Prior Agreement and as Servicer, and the Trustee are parties to an Amended
and Restated Master Pooling and Servicing Agreement dated as of December 31,
2001, as amended by Amendment No. 1 to Amended and Restated Master Pooling and
Servicing Agreement dated as of November 30, 2002, Amendment No. 2 to Amended
and Restated Master Pooling and Servicing Agreement dated as of July 8, 2003 and
Amendment No. 3 to Amended and Restated Master Pooling and Servicing Agreement
dated as of November 18, 2003 and as supplemented by the Collateral Series
Supplement dated as of July 19, 2002 (as so amended and supplemented, the
"Pooling and Servicing Agreement");
WHEREAS, DC Funding, as Transferor, FNANB, as Servicer, and
the Issuer are parties to a Transfer and Servicing Agreement dated as of July 1,
2002, as amended by Amendment No. 1 to Transfer and Servicing Agreement dated as
of July 8, 2003 and Amendment No. 2 to Transfer and Servicing Agreement dated as
of November 18, 2003 (the "Transfer and Servicing Agreement");
WHEREAS, Section 7.2 of the Pooling and Servicing Agreement
and Section 4.2 of the Transfer and Servicing Agreement permit DC Funding to
convey or transfer its properties and assets substantially as an entirety to
another Person (as defined in the Pooling and Servicing Agreement and the
Transfer and Servicing Agreement) if, among other conditions, such Person
expressly assumes the performance of every covenant and obligation of the
Transferor under the Pooling and Servicing Agreement and the Transfer and
Servicing Agreement;
WHEREAS, FNANB desires to resign as Servicer under the Pooling
and Servicing Agreement and the Transfer and Servicing Agreement;
WHEREAS, Section 8.5 of the Pooling and Servicing Agreement
and Section 5.5 of the Transfer and Servicing Agreement permit FNANB to resign
as Servicer if, among other conditions, an Eligible Servicer (as defined in the
Pooling and Servicing Agreement and the Transfer and Servicing Agreement)
expressly assumes the performance of every covenant and obligation of the
Servicer under the Pooling and Servicing Agreement and the Transfer and
Servicing Agreement;
WHEREAS, Fleet is an Eligible Servicer;
WHEREAS, Fleet desires to assume the performance of every
covenant and obligation of the Transferor and the performance of every covenant
and obligation of the Servicer, in each case under the Pooling and Servicing
Agreement, the Transfer and Servicing Agreement and the documents listed on
Schedule 1 hereto (collectively, the "Securitization Documents"); and
WHEREAS, immediately following the execution and delivery of
this Agreement, Fleet, the Trustee and the Issuer intend to amend the
Securitization Agreements pursuant to the amendments listed on Schedule 2 hereto
(the "Post-Sale Amendments");
NOW, THEREFORE, in consideration of the mutual agreements
contained herein, each party agrees as follows:
Section 1. Definitions. All terms used in this Agreement that
are defined in the Pooling and Servicing Agreement or the Transfer and Servicing
Agreement have the meanings assigned to them therein, except to the extent such
terms are amended or modified in this Agreement.
Section 2. Assignment of Transferor Rights. DC Funding hereby
assigns to Fleet all of DC Funding's right, title and interest as Transferor
under the Pooling and Servicing Agreement, the Transfer and Servicing Agreement
and the other Securitization Documents. DC Funding, FNANB, the Trustee and the
Issuer hereby affirm that Fleet is the successor in interest to all of DC
Funding's right, title and interest as Transferor under the Pooling and
Servicing Agreement, the Transfer and Servicing Agreement and the other
Securitization Documents.
Section 3. Assumption of Transferor Obligations. Fleet hereby
assumes and agrees to perform every covenant and obligation of the Transferor
under the Pooling and Servicing Agreement, the Transfer and Servicing Agreement
and the other Securitization Documents.
Section 4. Release of DC Funding. On and after the date of
this Agreement, DC Funding shall be released from all of its covenants and
obligations as Transferor under the Pooling and Servicing Agreement, the
Transfer and Servicing Agreement and the other Securitization Documents, other
than any such covenants or obligations arising prior to the date of this
Agreement.
Section 5. Assignment of Servicer Rights. FNANB hereby assigns
to Fleet all of FNANB's right, title and interest as Servicer under the Pooling
and Servicing Agreement, the Transfer and Servicing Agreement and the other
Securitization Documents. DC Funding, FNANB, the Trustee and the Issuer hereby
affirm that Fleet is the successor in interest to all of FNANB's right, title
and interest as Servicer under the Pooling and Servicing Agreement, the Transfer
and Servicing Agreement and the other Securitization Documents.
Section 6. Assumption of Servicer Obligations. Fleet hereby
assumes and agrees to perform every covenant and obligation of the Servicer
under the Pooling and Servicing Agreement, the Transfer and Servicing Agreement
and the other Securitization Documents.
-2-
Section 7. Release of FNANB. On and after the date of this
Agreement, FNANB shall be released from all of its covenants and obligations as
Servicer under the Pooling and Servicing Agreement, the Transfer and Servicing
Agreement and the other Securitization Documents, other than any such covenants
or obligations arising prior to the date of this Agreement.
Section 8. Representations and Warranties of DC Funding. DC
Funding hereby represents and warrants to the Trustee, on behalf of the Trust
(as defined in the Pooling and Servicing Agreement), the Issuer, FNANB and Fleet
that:
(i) Organization and Good Standing. DC Funding
is a corporation duly organized, validly existing and in good standing
under the laws of the State of Delaware and has full power, authority
and legal right to own its properties and conduct its business as such
properties are presently owned and such business is presently conducted
and to execute, deliver and perform its obligations under this
Agreement.
(ii) Due Qualification. DC Funding is duly
qualified to do business, is in good standing (or is exempt from such
requirements) and has obtained all necessary licenses and approvals
required to conduct business in each jurisdiction in which failure to
so qualify or to obtain such licenses and approvals would have a
material adverse effect on its ability to perform its obligations under
the Pooling and Servicing Agreement, the Transfer and Servicing
Agreement or any other Securitization Document; provided, however, that
no representation or warranty is made with respect to any
qualifications, licenses or approvals which the Trustee or the
Indenture Trustee would have to obtain to do business in any state in
which the Trustee or the Indenture Trustee seeks to enforce any
Receivable.
(iii) Due Authorization. The execution, delivery
and performance of this Agreement by DC Funding and the consummation by
DC Funding of the transactions provided for in this Agreement have been
duly authorized by DC Funding by all necessary action on the part of DC
Funding.
(iv) No Violation. The execution and delivery of
this Agreement by DC Funding, the performance by DC Funding of the
transactions contemplated by this Agreement and the fulfillment by DC
Funding of the terms of this Agreement will not conflict with, violate
or result in any breach of any of the material terms and provisions of,
or constitute (with or without notice or lapse of time or both) a
default under, any Requirements of Law applicable to DC Funding or any
material indenture, contract, agreement, mortgage, deed of trust or
other instrument to which DC Funding is a party or by which it or any
of its properties is bound.
(v) No Proceedings. There are no proceedings or
investigations pending or, to the best knowledge of DC Funding,
threatened against DC Funding before any court, regulatory body,
administrative agency, arbitrator or other tribunal or governmental
instrumentality (i) asserting the invalidity of this Agreement, (ii)
seeking to prevent the consummation of any of the transactions
contemplated by this Agreement, (iii) seeking any determination or
ruling that, in the reasonable judgment of DC Funding,
-3-
would materially and adversely affect the performance by DC Funding of
its obligations under this Agreement, (iv) seeking any determination or
ruling that would materially and adversely affect the validity or
enforceability of this Agreement or (v) seeking to affect adversely the
Federal income tax attributes of the Trust (as defined in the Pooling
and Servicing Agreement) or the Issuer.
(vi) All Consents Required. All approvals,
authorizations, consents, orders or other actions of any Person or of
any Governmental Authority required to be obtained in connection with
the execution and delivery by DC Funding of this Agreement, the
performance by DC Funding of the transactions contemplated by this
Agreement and the fulfillment by DC Funding of the terms of this
Agreement have been obtained.
Section 9. Representations and Warranties of FNANB. FNANB
hereby represents and warrants to the Trustee, on behalf of the Trust (as
defined in the Pooling and Servicing Agreement), the Issuer, DC Funding and
Fleet that:
(i) Organization and Good Standing. FNANB is a
national banking association duly organized, validly existing and in
good standing under the laws of the United States and has full power,
authority and legal right to own its properties and conduct its
business as such properties are presently owned and such business is
presently conducted and to execute, deliver and perform its obligations
under this Agreement.
(ii) Due Qualification. FNANB is duly qualified
to do business, is in good standing (or is exempt from such
requirements) and has obtained all necessary licenses and approvals
required to conduct business in each jurisdiction in which failure to
so qualify or to obtain such licenses and approvals would have a
material adverse effect on its ability to perform its obligations under
the Pooling and Servicing Agreement, the Transfer and Servicing
Agreement or any other Securitization Document.
(iii) Due Authorization. The execution, delivery
and performance of this Agreement by FNANB and the consummation by
FNANB of the transactions provided for in this Agreement have been duly
authorized by FNANB by all necessary action on the part of FNANB.
(iv) No Violation. The execution and delivery of
this Agreement by FNANB, the performance by FNANB of the transactions
contemplated by this Agreement and the fulfillment by FNANB of the
terms of this Agreement will not conflict with, violate or result in
any breach of any of the material terms and provisions of, or
constitute (with or without notice or lapse of time or both) a default
under, any Requirements of Law applicable to FNANB or any material
indenture, contract, agreement, mortgage, deed of trust or other
instrument to which FNANB is a party or by which it or any of its
properties is bound.
(v) No Proceedings. There are no proceedings or
investigations pending or, to the best knowledge of FNANB, threatened
against FNANB before any court, regulatory body, administrative agency,
arbitrator or other tribunal or governmental instrumentality (i)
asserting the invalidity of this Agreement, (ii) seeking to prevent the
-4-
consummation of any of the transactions contemplated by this Agreement,
(iii) seeking any determination or ruling that, in the reasonable
judgment of FNANB, would materially and adversely affect the
performance by FNANB of its obligations under this Agreement or (iv)
seeking any determination or ruling that would materially and adversely
affect the validity or enforceability of this Agreement.
(vi) All Consents Required. All approvals,
authorizations, consents, orders or other actions of any Person or of
any Governmental Authority required to be obtained in connection with
the execution and delivery by FNANB of this Agreement, the performance
by FNANB of the transactions contemplated by this Agreement and the
fulfillment by FNANB of the terms of this Agreement have been obtained.
Section 10. Representations and Warranties of Fleet. Fleet
hereby represents and warrants to the Trustee, on behalf of the Trust (as
defined in the Pooling and Servicing Agreement), the Issuer, DC Funding and
FNANB that:
(i) Organization and Good Standing. Fleet is a
national banking association duly organized, validly existing and in
good standing under the laws of the United States and has full power,
authority and legal right to own its properties and conduct its
business as such properties are presently owned and such business is
presently conducted and to execute, deliver and perform its obligations
under this Agreement.
(ii) Due Qualification. Fleet is duly qualified
to do business, is in good standing (or is exempt from such
requirements) and has obtained all necessary licenses and approvals
required to conduct business in each jurisdiction in which failure to
so qualify or to obtain such licenses and approvals would have a
material adverse effect on its ability to perform its obligations under
the Pooling and Servicing Agreement, the Transfer and Servicing
Agreement or any other Securitization Document.
(iii) Due Authorization. The execution, delivery
and performance of this Agreement by Fleet and the consummation by
Fleet of the transactions provided for in this Agreement have been duly
authorized by Fleet by all necessary action on the part of Fleet.
(iv) No Violation. The execution and delivery of
this Agreement by Fleet, the performance by Fleet of the transactions
contemplated by this Agreement and the fulfillment by Fleet of the
terms of this Agreement will not conflict with, violate or result in
any breach of any of the material terms and provisions of, or
constitute (with or without notice or lapse of time or both) a default
under, any Requirements of Law applicable to Fleet or any material
indenture, contract, agreement, mortgage, deed of trust or other
instrument to which Fleet is a party or by which it or any of its
properties is bound.
(v) No Proceedings. There are no proceedings or
investigations pending or, to the best knowledge of Fleet, threatened
against Fleet before any court, regulatory body, administrative agency,
arbitrator or other tribunal or governmental instrumentality (i)
asserting the invalidity of this Agreement, (ii) seeking to prevent the
consummation of
-5-
any of the transactions contemplated by this Agreement, (iii) seeking
any determination or ruling that, in the reasonable judgment of Fleet,
would materially and adversely affect the performance by Fleet of its
obligations under this Agreement or any of the Securitization Documents
or (iv) seeking any determination or ruling that would materially and
adversely affect the validity or enforceability of this Agreement or
any of the Securitization Documents.
(vi) All Consents Required. All approvals,
authorizations, consents, orders or other actions of any Person or of
any Governmental Authority required to be obtained in connection with
the execution and delivery by Fleet of this Agreement, the performance
by Fleet of the transactions contemplated by this Agreement and the
fulfillment by Fleet of the terms of this Agreement have been obtained.
(vii) Eligible Servicer. Fleet is an Eligible
Servicer.
Section 11. Acceptance by Trustee and Issuer. The Trustee and
the Issuer hereby accept the assumption by Fleet of the rights and obligations
of DC Funding, as Transferor, and FNANB, as Servicer, under the Pooling and
Servicing Agreement, the Transfer and Servicing Agreement and the other
Securitization Documents. On and after the date of this Agreement, Fleet shall
be the Transferor and the Servicer under the Pooling and Servicing Agreement,
the Transfer and Servicing Agreement and the other Securitization Documents.
Section 12. Ratification of Agreements. As amended and
supplemented by this Agreement, the Pooling and Servicing Agreement, the
Transfer and Servicing Agreement and the other Securitization Documents are in
all respects ratified and confirmed, and each such agreement, as amended and
supplemented by this Agreement, shall be read, taken and construed as one and
the same instrument.
Section 13. Counterparts. This 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 together shall constitute
one and the same instrument.
Section 14. Governing Law. THIS AGREEMENT SHALL BE CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS
LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS.
Section 15. Amendments. This Agreement may not be amended,
supplemented or otherwise modified, and the terms of this Agreement may not be
waived, except by a written instrument signed by all parties hereto.
Section 16. Notices. All demands, notices and communications
hereunder shall be in writing and shall be deemed to have been duly given if
sent by facsimile transmission to, sent by courier to or mailed by registered
mail, return receipt requested, to (i) in the case of DC Funding or FNANB, ▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: President, telecopy number
(▇▇▇) ▇▇▇-▇▇▇▇, telephone number (▇▇▇) ▇▇▇-▇▇▇▇, (ii) in the case of Fleet, c/o
-6-
Fleet Credit Card Services, L.P., Mail Stop: PA EH 066 02L, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: President, telecopy number (215)
▇▇▇-▇▇▇▇, telephone number (▇▇▇) ▇▇▇-▇▇▇▇, with a copy to General Counsel, Fleet
Bank (RI), National Association, Mail Stop: PA EH 066 03S, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, telecopy number (▇▇▇) ▇▇▇-▇▇▇▇, telephone number
(▇▇▇) ▇▇▇-▇▇▇▇, (iii) in the case of the Trustee, ▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇,
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: ITS Structured Finance, telecopy number
(▇▇▇) ▇▇▇-▇▇▇▇, telephone number (▇▇▇) ▇▇▇-▇▇▇▇, and (iv) in the case of the
Issuer, c/o the Owner Trustee, ▇▇▇▇▇▇ Square North, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Corporate Trust Administration, telecopy
number (▇▇▇) ▇▇▇-▇▇▇▇, telephone number (▇▇▇) ▇▇▇-▇▇▇▇, or, as to each party,
such other address as shall be designated by such party in a written notice to
each other party.
Section 17. Successors and Assigns. The obligations of any
party under this Agreement, including any obligations assumed pursuant to this
Agreement, may not be assigned without the prior written consent of all parties
hereto other than in accordance with the Pooling and Servicing Agreement, the
Transfer and Servicing Agreement and the other Securitization Documents. This
Agreement shall inure to the benefit of and be binding upon the successors and
assigns of each of the parties hereto.
Section 18. Limitation of Liability. It is expressly
understood and agreed by the parties hereto that (i) this Agreement is executed
and delivered by Wilmington Trust Company not individually or personally but
solely as Owner Trustee of the Note Trust in the exercise of the powers and
authority conferred and vested in it under the Trust Agreement, (ii) each of the
representations, undertakings and agreements in this Agreement made on the part
of the Trust is made and intended not as a personal representation, undertaking
or agreement of Wilmington Trust Company, but is made and intended for the
purpose of binding only the Note Trust, (iii) nothing contained in this
Agreement shall be construed as creating any liability on Wilmington Trust
Company, individually or personally, to perform any express or implied covenant
contained herein, all such liability, if any, being expressly waived by the
parties hereto and by any Person claiming by, through or under the parties
hereto, and (iv) under no circumstances shall Wilmington Trust Company be
personally liable for the breach or failure of any obligation, representation,
warranty or covenant made or undertaken by the Note Trust under this Agreement.
Section 19. Survival of Representations, Warranties and
Covenants; Assumption by Fleet. All representations, warranties and covenants
made by FNANB, as Transferor or as Servicer, and DC Funding, as Transferor, in
the Securitization Documents shall survive the execution and delivery of the
Post-Sale Amendments. Fleet, as Transferor and as Servicer, hereby confirms that
the Second Restated Agreement (as defined in Schedule 2 hereto) is not a new
agreement but rather is an amendment of the Pooling and Servicing Agreement
(which was an amendment of the Pooling and Servicing Agreement dated as of
October 30, 1997 between FNANB, as Transferor, and the Trustee (the "Original
Agreement")). Fleet, by execution of this Agreement, (i) assumes and agrees to
perform (A) every covenant and obligation of the Transferor and the Servicer
under the Securitization Documents, as amended by the Post-Sale Amendments,
including, without limitation, every covenant and obligation of FNANB as
Transferor under the Original Agreement and as Servicer under the Securitization
Documents and every covenant and obligation of DC Funding as Transferor under
the Securitization
-7-
Documents, and (B) every covenant and obligation of FNANB, as Seller, and DC
Funding, as Purchaser, under the Receivables Purchase Agreement and (ii)
assumes, in accordance with the Securitization Documents and the Receivables
Purchase Agreement, any obligations of FNANB and DC Funding arising as a result
of (A) the breach of any representation, warranty or covenant made by FNANB as
Transferor under the Original Agreement, as Servicer under the Securitization
Documents or as Seller under the Receivables Purchase Agreement and (B) the
breach of any representation, warranty or covenant made by DC Funding as
Transferor under the Securitization Documents or as Purchaser under the
Receivables Purchase Agreement, in each case whether such obligations arise
prior to (or relate to actions taken or omitted prior to) the date of this
Agreement or arise on or after (or relate to actions taken or omitted on or
after) the date of this Agreement.
Section 20. Third Party Beneficiary. Ambac Assurance
Corporation, a Wisconsin-domiciled stock insurance company ("Ambac"), is an
express third-party beneficiary of this Agreement. This Agreement may not be
amended without the prior written consent of Ambac (which consent shall not be
unreasonably withheld).
-8-
IN WITNESS WHEREOF, DC Funding, FNANB, Fleet, the Trustee and
the Issuer have caused this Agreement to be duly executed by their respective
officers as of the day and year first above written.
DC FUNDING INTERNATIONAL, INC.,
as Transferor
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
________________________________
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: President
FIRST NORTH AMERICAN NATIONAL BANK,
as Servicer
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
________________________________
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: President
FLEET BANK (RI), NATIONAL ASSOCIATION
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
________________________________
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
JPMORGAN CHASE BANK,
as Trustee
By: /s/ Wen ▇▇▇ ▇▇▇▇
________________________________
Name: Wen ▇▇▇ ▇▇▇▇
Title: Asst. Vice President
FNANB Bankcard Portfolio Sale
Assignment and Assumption Agreement
November 18, 2003
FNANB CREDIT CARD MASTER NOTE TRUST,
as Issuer
By: WILMINGTON TRUST COMPANY,
not in its individual capacity
but solely as Owner Trustee on
behalf of the Issuer
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
________________________________
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Assistant Vice President
Acknowledged and Accepted:
JPMORGAN CHASE BANK,
not in its individual capacity but
solely as Indenture Trustee
By: /s/ WEN ▇▇▇ ▇▇▇▇
________________________________
Name: WEN ▇▇▇ ▇▇▇▇
Title: Asst. Vice President
FNANB Bankcard Portfolio Sale
Assignment and Assumption Agreement
November 18, 2003
Schedule 1
Securitization Documents
1. Trust Agreement dated as of July 1, 2002 between DC Funding, as
Transferor, and Wilmington Trust Company, as Owner Trustee (the "Owner
Trustee"), as amended by Amendment No. 1 to Trust Agreement dated as of
November 18, 2003 between DC Funding, as Transferor, and the Owner
Trustee.
2. Master Indenture dated as of July 1, 2002 between the Issuer and
JPMorgan Chase Bank, as Indenture Trustee (the "Indenture Trustee"), as
supplemented by the First Supplemental Indenture to Master Indenture
dated as of May 28, 2003, the Second Supplemental Indenture to Master
Indenture dated as of July 8, 2003 and the Third Supplemental Indenture
to Master Indenture dated as of November 18, 2003, each between the
Issuer and the Indenture Trustee, and as further supplemented by the
Indenture Supplements described below.
3. Series 2002-A Indenture Supplement dated as of July 19, 2002 between
the Issuer and the Indenture Trustee, as supplemented by the First
Supplemental Indenture to Series 2002-A Indenture Supplement dated as
of May 29, 2003 between the Issuer and the Indenture Trustee.
4. Series 2003-A Indenture Supplement dated as of May 29, 2003 between the
Issuer and the Indenture Trustee.
Schedule 2
Post-Sale Amendments
1. Second Amended and Restated Master Pooling and Servicing Agreement
dated as of November 18, 2003 (the "Second Restated Agreement") between
Fleet, as Transferor and as Servicer, and the Trustee.
2. Amendment No. 2 to Trust Agreement dated as of November 18, 2003
between Fleet, as Transferor, and the Owner Trustee.
3. Amendment No. 3 to Transfer and Servicing Agreement dated as of
November 18, 2003 between Fleet, as Transferor and as Servicer, and the
Issuer.
4. Fourth Supplemental Indenture to Master Indenture dated as of November
18, 2003 between the Issuer and the Indenture Trustee.
5. Second Supplemental Indenture to Series 2002-A Indenture Supplement
dated as of November 18, 2003 between the Issuer and the Indenture
Trustee.
6. First Supplemental Indenture to Series 2003-A Indenture Supplement
dated as of November 18, 2003 between the Issuer and the Indenture
Trustee.