8-K 1 w92083e8vk.txt FORM 8-K DATED NOVEMBER 18, 2003 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: November 18, 2003 FNANB CREDIT CARD MASTER TRUST (Issuer of the Collateral Certificate) and FNANB CREDIT CARD MASTER NOTE TRUST (Issuer of the Notes) (Exact name of registrant as specified in its charter) Delaware 333-88564 Not Applicable --------------- ----------------- -------------------- (State or other (Commission File No.) (IRS Employer jurisdiction of Identification No.) incorporation) c/o Fleet Bank (RI), National Association 111 Westminster Street Providence, Rhode Island 02903 ------------------------------------------ -------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (401) 278-5451 FNANB Credit Card Master Trust c/o DC Funding International, Inc. Third Floor, Suite 288, 2 Reid Street Hamilton HM 11, Bermuda ------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Item 5. OTHER EVENTS AND REQUIRED FD DISCLOSURE. On November 18, 2003 Fleet Bank (RI), National Association ("Fleet") acquired the bankcard portfolio and the related securitization program of First North American National Bank ("FNANB") which is administered through the FNANB Credit Card Master Trust (the "Master Trust") and FNANB Credit Card Master Note Trust (together with the Master Trust, the "Trusts"). As part of this acquisition, Fleet assumed the rights, duties and obligations of DC Funding International, Inc., as Transferor for the Trusts, and of FNANB, as Servicer for the Trusts. During an interim period the related securitized credit card receivables will continue to be serviced by FNANB, as interim servicer. This interim servicing period began on November 18, 2003 and is expected to continue through the date on which servicing of the related credit card portfolio is converted from FNANB's servicing systems. Future filings for the Trusts with the Securities and Exchange Commission will be made by Fleet on behalf of the Trusts and will list the Trusts as filers. Certain amendments and assignments relating to the Trusts' securitization documents, each of which was executed in connection with or otherwise in contemplation of this acquisition, are attached hereto as Exhibits 4.1 through 4.11 and 10.1 through 10.2. Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits. The following are filed as exhibits to this report under Exhibits 4.1 through 4.11 and 10.1 through 10.2: Exhibit 4.1 Amendment No. 3 to Amended and Restated Master Pooling and Servicing Agreement dated as of November 18, 2003, among First North American National Bank ("FNANB), DC Funding International, Inc ("DCFI") and JPMorgan Chase Bank (the "Trustee"). Exhibit 4.2 Second Amended and Restated Pooling and Servicing Agreement dated as of November 18, 2003, between Fleet Bank (RI), National Association ("Fleet") and the Trustee. Exhibit 4.3 Amendment No. 2 to Transfer and Servicing Agreement dated as of November 18, 2003, among DCFI, FNANB and FNANB Credit Card Master Note Trust (the "Issuer"). Exhibit 4.4 Amendment No. 3 to Transfer and Servicing Agreement dated as of November 18, 2003, between Fleet and the Issuer. Exhibit 4.5 Assignment and Assumption Agreement dated as of November 18, 2003, among DCFI, FNANB, the Trustee, Fleet and the Issuer. Exhibit 4.6 Amendment No. 1 to Trust Agreement dated as of November 18, 2003, between DCFI and Wilmington Trust Company (the "Owner Trustee"). Exhibit 4.7 Amendment No. 2 to Trust Agreement dated as of November 18, 2003, between Fleet and the Owner Trustee. Exhibit 4.8 Third Supplemental Indenture to Master Indenture dated as of November 18, 2003, between the Issuer and JPMorgan Chase Bank (the "Indenture Trustee").

Exhibit 4.9 Fourth Supplemental Indenture to Master Indenture dated as of November 18, 2003, between the Issuer and the Indenture Trustee. Exhibit 4.10 Second Supplemental Indenture to Series 2002-A Indenture Supplement dated as of November 18, 2003, between the Issuer and the Indenture Trustee. Exhibit 4.11 First Supplemental Indenture to Series 2003-A Indenture Supplement dated as of November 18, 2003, between the Issuer and the Indenture Trustee. Exhibit 10.1 Instrument of Resignation and Appointment relating to the Administration Agreement dated as of November 18, 2003, among FNANB, the Issuer and Fleet. Exhibit 10.2 Amendment No. 1 to Administration Agreement dated as of November 18, 2003, between the Issuer and Fleet.

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized. FNANB CREDIT CARD MASTER TRUST FNANB CREDIT CARD MASTER NOTE TRUST (Registrants) By: Fleet Bank (RI), National Association, as Transferor and Servicer By: /s/ Jeffrey A. Lipson -------------------------------------- Name: Jeffrey A. Lipson Title: Vice President Date: November 26, 2003 INDEX TO EXHIBITS

FNANB CREDIT CARD MASTER NOTE TRUST 8-K