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EXHIBIT 4.1
THIRD AMENDMENT
TO
AMENDED AND RESTATED MASTER POOLING AND SERVICING AGREEMENT
THIS THIRD AMENDMENT TO AMENDED AND RESTATED MASTER 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), as Seller and Servicer (the
"Bank"), and THE CHASE MANHATTAN BANK (formerly known as Chemical Bank), as
Trustee (the "Trustee") under the Amended and Restated Master Pooling and
Servicing Agreement dated as of April 1, 1992, between the Bank, as Seller and
Servicer, and the Trustee (as amended and supplemented and in effect from time
to time, the "Pooling and Servicing Agreement").
RECITALS
WHEREAS, pursuant to Section 13.01(a) of the Pooling and Servicing
Agreement, the Bank wishes to amend the Pooling and Servicing Agreement as
provided herein, 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.
Section 2. Amendments.
(a) Amendment to Section 1.01 of the Pooling and Servicing Agreement.
The definition of Seller in Section 1.01 of the Pooling and Servicing Agreement
is hereby amended in its entirety to read as follows:
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Seller shall mean (a) Colonial or (b) following a Seller
Transaction permitted by Section 7.02 or a Conveyance of all of the
Accounts permitted by Section 2.11, the successor or assignee of
Colonial in such transaction.
Amendment to Section 2.11 of the Pooling and Servicing Agreement. Subsection
2.11(b)(v) of the Pooling and Servicing Agreement is hereby amended in its
entirety to read as follows:
(v) the Seller will have obtained the consent to the
conveyance, as required, of any Enhancement Provider and Holders of
Investor Certificates evidencing Fractional Undivided Interests
aggregating not less than 51% of the Investor Amount of each Series
unless (A) the transferee is a member of the Seller's consolidated
federal income tax group or (B) the Seller shall deliver an Opinion
of Counsel to the effect that the conveyance will not cause the Trust
to be treated as an association (or publicly traded partnership)
taxable as a corporation for Federal income tax purposes.
(c) Amendment to Change Name of the Trust. From and after the
effective date hereof every reference in the Pooling and Servicing Agreement and
in any certificate or other document made or delivered pursuant hereto to the
ADVANTA Credit Card Master Trust shall be deleted and replaced with a reference
to the Fleet Credit Card Master Trust and the name of the Trust shall be the
Fleet Credit Card Master Trust.
Section 3. Effectiveness. The amendments provided for by this
Amendment shall become effective upon the occurrence of each of the following
events:
(a) The Trustee shall have received an Opinion of Counsel stating
that the amendments effected hereby will not adversely affect in any material
respect the interests of any Investor Certificateholder.
(b) The Trustee shall have received written confirmation from each of
▇▇▇▇▇'▇ and S&P stating that none of the terms of this Amendment will result in
the reduction or withdrawal of its current rating of any outstanding Series of
Investor Certificates.
(c) The Bank and the Trustee shall each have received counterparts of
this Amendment, duly executed by the Bank and the Trustee.
Section 4. 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.
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Section 5. 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.
Section 6. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, INCLUDING THE
UCC AS IN EFFECT IN DELAWARE, 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; PROVIDED, HOWEVER, THAT THE
IMMUNITIES AND STANDARD OF CARE OF THE TRUSTEE IN THE ADMINISTRATION OF ITS
TRUSTS UNDER THE POOLING AND SERVICING AGREEMENT SHALL BE DETERMINED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
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IN WITNESS WHEREOF, the parties hereto have caused this Third
Amendment to 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:
THE CHASE MANHATTAN BANK,
Trustee
By:
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Name:
Title:
[Signature Page for Third Amendment
to Pooling and Servicing Agreement]
