<PAGE>   1
                                                                     EXHIBIT 4.1


--------------------------------------------------------------------------------


                      FLEET BANK (RI), NATIONAL ASSOCIATION

                               Seller and Servicer

                                       and

                              BANKERS TRUST COMPANY

                                     Trustee

                on behalf of the Series 2001-B Certificateholders

                            SERIES 2001-B SUPPLEMENT

                            Dated as of June 27, 2001

                                       to

              AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT

                          Dated as of December 1, 1993,

                     as Amended and Restated on May 23, 1994

                        FLEET CREDIT CARD MASTER TRUST II

                                  SERIES 2001-B


--------------------------------------------------------------------------------




<PAGE>   2


                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                                                                PAGE
<S>                   <C>                                                                                       <C>
                                                ARTICLE I

                                Creation of the Series 2001-B Certificates


Section 1.1           Designation................................................................................1


                                                ARTICLE II

                                               Definitions


Section 2.1           Definitions................................................................................2


                                               ARTICLE III

                                           Servicer and Trustee


Section 3.1           Servicing Compensation....................................................................16


                                                ARTICLE IV

              Rights of Series 2001-B Certificateholders and Collateral Interest Holder and

                                Allocation and Application of Collections


Section 4.1           Collections and Allocations...............................................................17

Section 4.2           Determination of Monthly Interest.........................................................19

Section 4.3           Determination of Monthly Principal........................................................21

Section 4.4           Required Amount...........................................................................22

Section 4.5           Application of Class A Available Funds, Class B Available Funds,

                      Collateral Available Funds and Available Investor Principal

                      Collections...............................................................................23

Section 4.6           Defaulted Amounts; Investor Charge-Offs...................................................24

Section 4.7           Excess Spread; Excess Finance Charges.....................................................26

Section 4.8           Reallocated Principal Collections.........................................................27

Section 4.9           Excess Finance Charges....................................................................28

Section 4.10          Shared Principal Collections..............................................................28

Section 4.11          Determination of LIBOR....................................................................29
</TABLE>



<PAGE>   3

                               TABLE OF CONTENTS
                                  (continued)


<TABLE>
<CAPTION>
                                                                                                                PAGE
<S>                   <C>                                                                                       <C>
Section 4.12          Principal Funding Account.................................................................29

Section 4.13          Accumulation Period.......................................................................30

Section 4.14          Reserve Account...........................................................................31


                                                ARTICLE V

                      Distributions and Reports to Series 2001-B Certificateholders


Section 5.1           Distributions.............................................................................33

Section 5.2           Certificates and Statements...............................................................34


                                                ARTICLE VI

                                       Series 2001-B Pay Out Events


Section 6.1           Series 2001-B Pay Out Events..............................................................34


                                               ARTICLE VII

                                 Optional Repurchase; Series Termination


Section 7.1           Optional Repurchase.......................................................................36

Section 7.2           Series Termination........................................................................36


                                               ARTICLE VIII

                                           Final Distributions


Section 8.1           Sale of Receivables or Certificateholders' Interest Pursuant to Section

                      2.06 or 10.01 of the Agreement............................................................37

Section 8.2           Distribution of Proceeds of Sale, Disposition or Liquidation of the

                      Receivables Pursuant to Section 9.02 of the Agreement.....................................38

Section 8.3           Instructions Pursuant to Section 9.02(a) of the Agreement.................................39
</TABLE>




                                       ii
<PAGE>   4



                               TABLE OF CONTENTS
                                  (continued)

<TABLE>
<CAPTION>
                                                                                                                PAGE
<S>                  <C>                                                                                        <C>
                                                ARTICLE IX

                                               Certificates

Section 9.1           Book-Entry Certificates...................................................................39


                                                ARTICLE X

                                         Miscellaneous Provisions


Section 10.1.         Certain Matters Regarding the Collateral Interest Holder..................................39

Section 10.2          Ratification of Agreement.................................................................39

Section 10.3          Counterparts..............................................................................40

Section 10.4          Governing Law.............................................................................40

Section 10.5          Notices...................................................................................40

Section 10.6          Amendments................................................................................40

Section 10.7.         Uncertificated Securities.................................................................40

Section 10.8.         Transfers of the Collateral Interest......................................................40
</TABLE>




EXHIBITS


EXHIBIT A-1                Form of Class A Certificate

EXHIBIT A-2                Form of Class B Certificate

EXHIBIT B                  Form of Monthly Payment Instructions

EXHIBIT C                  Form of Monthly Certificateholders' Statement

EXHIBIT D                  Form of Investment Letter



                                      iii

<PAGE>   5







        SERIES 2001-B SUPPLEMENT, dated as of June 27, 2001 (the "Supplement"),
among FLEET BANK (RI), NATIONAL ASSOCIATION, a national banking association, as
Seller and Servicer by assignment from ADVANTA NATIONAL BANK pursuant to an
Assignment and Assumption Agreement dated as of February 20, 1998, and BANKERS
TRUST COMPANY, a New York banking corporation, as Trustee.

        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
subsequently amended and supplemented, including by the terms of this
Supplement, the "Agreement"), among Fleet Bank (RI), National Association
(successor to Advanta National Bank), as Seller and Servicer, and the Trustee,
the Fleet Credit Card Master Trust II (formerly known as ADVANTA Credit Card
Master Trust II) (the "Trust") has been created. Section 6.03 of the Agreement
provides that the Seller may from time to time direct the Trustee to
authenticate one or more new Series of Investor Certificates representing
fractional undivided interests in the Trust. The Principal Terms of any new
Series are to be set forth in a Supplement to the Agreement.

        Pursuant to this Supplement, the Seller and the Trustee shall create a
new Series of Investor Certificates and specify the Principal Terms thereof.


                                    ARTICLE I
                   Creation of the Series 2001-B Certificates

        Section 1.1     Designation.

        (a)     There is hereby created a Series of Investor Certificates to be
issued pursuant to the Agreement and this Supplement to be known as "Fleet
Credit Card Master Trust II, Series 2001-B." The Series of Investor Certificates
created hereby shall be issued in two Classes. The first Class shall be known as
the "Class A 5.60% Asset-Backed Certificates, Series 2001-B," and the second
Class shall be known as the "Class B 5.90% Asset-Backed Certificates, Series
2001-B." In addition, there is hereby created a third Class of interests in the
Trust which, except as expressly provided herein, shall be deemed to be
"Investor Certificates" for all purposes under the Agreement and this Supplement
and shall be in uncertificated form and which shall be known as the "Collateral
Interest, Series 2001-B." The Collateral Interest Holder shall be the Series
Enhancer for Series 2001-B.

        (b)     Series 2001-B shall be included in Group One. Series 2001-B
shall be a Principal Sharing Series with respect to Group One only. Series
2001-B shall not be subordinated to any other Series. Notwithstanding any
provision in the Agreement or in this Supplement to the contrary, the first
Distribution Date with respect to Series 2001-B shall be the August 2001
Distribution Date, and references herein to the Monthly Period relating to the
August 2001 Distribution Date shall mean the period from the Closing Date
through the end of July 2001.

        (c)     In the event that any term or provision contained herein shall
conflict with or be inconsistent with any term or provision contained in the
Agreement, the terms and provisions of this Supplement shall govern.



<PAGE>   6



        (d)     The Collateral Interest Holder, as holder of an "Investor
Certificate" under the Agreement, shall be entitled to the benefits of the
Agreement and this Supplement. Notwithstanding the foregoing, except as
expressly provided herein, (i) the provisions of Article VI and Article XII of
the Agreement relating to the execution, authentication, delivery, presentation,
cancellation and surrender of Registered Certificates and clauses (a) and (c) of
the definition of "Tax Opinion" in Section 1.01 of the Agreement shall not be
applicable to the Collateral Interest, and (ii) the provisions of Section 3.07
of the Agreement shall not cause the Collateral Interest to be treated as debt
for federal, state and local income and franchise tax purposes, but rather the
Seller intends, and together with the Collateral Interest Holder, agrees to
treat the Collateral Interest for federal, state and local income and franchise
tax purposes as representing an equity interest in the assets of the Trust.


                                   ARTICLE II
                                   Definitions

        Section 2.1     Definitions.

        (a)     Whenever used in this Supplement, the following words and
phrases shall have the following meanings, and the definitions of such terms are
applicable to the singular as well as the plural forms of such terms and the
masculine as well as the feminine and neuter genders of such terms.

        "Accumulation Date" shall mean the close of business on August 31, 2005.

        "Accumulation Period" shall mean, unless a Pay Out Event with respect to
Series 2001-B shall have occurred prior thereto, the period commencing on the
Accumulation Date or such later date as is determined in accordance with Section
4.13 and ending on the first to occur of (a) the commencement of the Rapid
Amortization Period, (b) the payment in full to the Series 2001-B Holders of the
Investor Amount or (c) the Series Termination Date.

        "Accumulation Period Length" shall have the meaning specified in Section
4.13.

        "Additional Interest" shall mean, at any time of determination, the
Class A Additional Interest, the Class B Additional Interest and the Collateral
Additional Interest.

        "Assignee" shall have the meaning specified in subsection 10.8(a).

        "Available Investor Principal Collections" shall mean, with respect to
any Monthly Period, an amount equal to the sum of (a) (i) an amount equal to the
Principal Allocation Percentage of all Collections of Principal Receivables
received during such Monthly Period minus (ii) the amount of Reallocated
Principal Collections with respect to such Monthly Period which pursuant to
Section 4.8 are required to fund any deficiency in the amounts to be distributed
pursuant to Sections 4.5(a)(i), (ii) and (iii), 4.5(b)(i), and (ii) and 4.7(d)
for the related Distribution Date, plus (b) any Shared Principal Collections
with respect to other Series in Group One that are allocated to Series 2001-B in
accordance with Section 4.04 of the Agreement and Section 4.10 hereof, plus (c)
any other amounts which pursuant to subsection 4.5(a)(iii)


                                       2
<PAGE>   7


(including any amounts allocated with respect thereto pursuant to subsection
4.7(a)) and Section 4.7 hereof are to be treated as Available Investor Principal
Collections with respect to the related Distribution Date.

        "Average Principal Balance" shall mean, for any Monthly Period in which
an Addition Date occurs, the weighted average of the sum of the Principal
Receivables in the Trust and the principal amount on deposit in the Excess
Funding Account at the end of the day on the last day of the prior Monthly
Period and the sum of the Principal Receivables in the Trust and the principal
amount on deposit in the Excess Funding Account at the end of the day on the
related Addition Date, weighted, respectively, by a fraction, the numerator of
which is the number of days from and including the first day of such Monthly
Period, to but excluding the related Addition Date, and the denominator of which
is the number of days in such Monthly Period, and by a fraction, the numerator
of which is the number of days from and including the related Addition Date to
and including the last day of such Monthly Period, and the denominator of which
is the number of days in such Monthly Period.

        "Bank" shall mean Fleet Bank (RI), National Association.

        "Base Rate" shall mean, with respect to any Monthly Period, the
annualized percentage equivalent of a fraction, the numerator of which is equal
to the sum of the Class A Monthly Interest, the Class B Monthly Interest, the
Collateral Minimum Monthly Interest and the Monthly Servicing Fee with respect
to the related Distribution Date and the denominator of which is the Investor
Amount as of the last day of the preceding Monthly Period.

        "Class A Additional Interest" shall have the meaning specified in
subsection 4.2(a).

        "Class A Available Funds" shall mean, with respect to any Monthly
Period, an amount equal to the sum of (a) the Class A Floating Percentage of the
Collections of Finance Charge Receivables allocated to Series 2001-B (including
any amounts that are to be treated as Collections of Finance Charge Receivables
in accordance with the Agreement) and (b) the amount of Principal Funding
Investment Proceeds, if any, with respect to such Distribution Date and (c) the
amount of funds, if any, to be withdrawn from the Reserve Account which,
pursuant to Section 4.14, are required to be included in Class A Available Funds
with respect to such Distribution Date.

        "Class A Certificate Rate" shall mean 5.60% per annum.

        "Class A Certificateholder" shall mean the Person in whose name a Class
A Certificate is registered in the Certificate Register.

        "Class A Certificates" shall mean any one of the Certificates executed
by the Seller and authenticated by or on behalf of the Trustee, substantially in
the form of Exhibit A-1.

        "Class A Expected Final Distribution Date" shall mean the June 2006
Distribution Date.


                                       3
<PAGE>   8


        "Class A Floating Percentage" shall mean, with respect to any Monthly
Period, the percentage equivalent (which percentage shall never exceed 100%) of
a fraction, the numerator of which is equal to the Class A Invested Amount as of
the close of business on the last day of the preceding Monthly Period and the
denominator of which is equal to the Invested Amount as of such day; provided,
however, that with respect to the first Monthly Period, the Class A Floating
Percentage shall mean the percentage equivalent of a fraction, the numerator of
which is the Class A Initial Invested Amount and the denominator of which is the
Initial Invested Amount.

        "Class A Initial Invested Amount" shall mean $684,000,000.

        "Class A Interest Shortfall" shall have the meaning specified in
subsection 4.2(a).

        "Class A Invested Amount" shall mean, on any date of determination, 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 pursuant to subsection 4.6(a) prior
to such date minus (d) the Principal Funding Account Balance (but not in excess
of the Class A Initial Invested Amount) on such date.

        "Class A Investor Amount" shall mean, on any date of determination, an
amount equal to the sum of (a) the Class A Invested Amount and (b) the Principal
Funding Account Balance (but not in excess of the Class A Initial Invested
Amount).

        "Class A Investor Charge-Off" shall have the meaning specified in
Section 4.6(a).

        "Class A Investor Default Amount" shall mean, with respect to each
Distribution Date, an amount equal to the product of (i) the Investor Default
Amount for the related Monthly Period and (ii) the Class A Floating Percentage
for such Monthly Period.

        "Class A Monthly Interest" shall have the meaning specified in Section
4.2(a).

        "Class A Monthly Principal" shall have the meaning specified in Section
4.3(a).

        "Class A Penalty Rate" shall mean the sum of the Class A Certificate
Rate and 2.00% per annum.

        "Class A Principal Percentage" shall mean, with respect to any Monthly
Period (i) during the Revolving Period, the percentage equivalent (which
percentage shall never exceed 100%) of a fraction, the numerator of which is the
Class A Invested Amount as of the last day of the immediately preceding Monthly
Period and the denominator of which is the Invested Amount as of such day and
(ii) after the Revolving Period, the percentage equivalent (which percentage
shall never exceed 100%) of a fraction, the numerator of which is the Class A
Invested Amount as of the last day of the Revolving Period, and the denominator
of which is the Invested Amount as of such last day; provided, however, that
with respect to the first Monthly Period, the Class A Principal Percentage shall
mean the percentage equivalent of a fraction, the



                                       4
<PAGE>   9


numerator of which is the Class A Initial Invested Amount and the denominator of
which is the Initial Invested Amount.

        "Class A Required Amount" shall have the meaning specified in Section
4.4(a).

        "Class A Servicing Fee" shall have the meaning specified in Section 3.1.

        "Class B Additional Interest" shall have the meaning specified in
Section 4.2(b).

        "Class B Available Funds" shall mean, with respect to any Monthly
Period, an amount equal to the Class B Floating Percentage of the Collections of
Finance Charge Receivables allocated to Series 2001-B (including any amounts
that are to be treated as Collections of Finance Receivables in accordance with
the Agreement).

        "Class B Certificate Rate" shall mean 5.90% per annum.

        "Class B Certificateholder" shall mean the Person in whose name a Class
B Certificate is registered in the Certificate Register.

        "Class B Certificates" shall mean any one of the Certificates executed
by the Seller and authenticated by or on behalf of the Trustee, substantially in
the form of Exhibit A-2.

        "Class B Expected Final Distribution Date" shall mean the June 2006
Distribution Date.

        "Class B Floating Percentage" shall mean, with respect to any Monthly
Period, the percentage equivalent (which percentage shall never exceed 100%) of
a fraction, the numerator of which is equal to the Class B Invested Amount as of
the close of business on the last day of the preceding Monthly Period and the
denominator of which is equal to the Invested Amount as of such day; provided,
however, that with respect to the first Monthly Period, the Class B Floating
Percentage shall mean the percentage equivalent of a fraction, the numerator of
which is the Class B Initial Invested Amount and the denominator of which is the
Initial Invested Amount.

        "Class B Initial Invested Amount" shall mean $48,000,000.

        "Class B Interest Shortfall" shall have the meaning specified in Section
4.2(b).

        "Class B Invested Amount" shall mean, on any date of determination, 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 on or 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 pursuant to subsection
4.6(b) for all Distribution Dates preceding such date, minus (d) the aggregate
amount of Reallocated Principal Collections allocated on all prior Distribution
Dates pursuant to Section 4.8(a) (excluding any Reallocated Principal
Collections that have resulted in a reduction in the Collateral Invested Amount
pursuant to Section 4.6(c)), minus (e) an amount equal to the amount by which
the Class B Invested Amount has been reduced on all prior Distribution Dates
pursuant


                                       5
<PAGE>   10


to Section 4.6(a), plus (f) the aggregate amount of Excess Spread and Excess
Finance Charges allocated and available on all prior Distribution Dates pursuant
to Section 4.7(e) for the purpose of reimbursing amounts deducted pursuant to
the foregoing clauses (c), (d) and (e); and minus (g) 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.

        "Class B Investor Amount" shall mean, for any date of determination, an
amount equal to the sum of (a) the Class B Invested Amount and (b) the positive
difference, if any, between the Principal Funding Account Balance and the Class
A Investor Amount on such date (such sum not to exceed the Class B Initial
Invested Amount).

        "Class B Investor Charge-Off" shall have the meaning specified in
Section 4.6(b).

        "Class B Investor Default Amount" shall mean, with respect to each
Distribution Date, an amount equal to the product of (i) the Investor Default
Amount for the related Monthly Period and (ii) the Class B Floating Percentage
for such Monthly Period.

        "Class B Monthly Interest" shall have the meaning specified in Section
4.2(b).

        "Class B Monthly Principal" shall have the meaning specified in Section
4.3(b).

        "Class B Penalty Rate" shall mean the sum of the Class B Certificate
Rate and 2.00% per annum.

        "Class B Principal Commencement Date" shall mean, the earlier to occur
of (x) the Class B Expected Final Distribution Date (but only if the Class A
Investor Amount is paid in full on such date) and (y) the Special Payment Date
on which the Class A Investor Amount is paid in full.

        "Class B Principal Percentage" shall mean with respect to any Monthly
Period (i) during the Revolving Period, the percentage equivalent (which
percentage shall never exceed 100%) of a fraction, the numerator of which is the
Class B Invested Amount as of the last day of the immediately preceding Monthly
Period and the denominator of which is the Invested Amount as of such day and
(ii) after the Revolving Period, the percentage equivalent (which percentage
shall never exceed 100%) of a fraction, the numerator of which is the Class B
Invested Amount as of the last day of the Revolving Period, and the denominator
of which is the Invested Amount as of such last day; provided, however, that
with respect to the first Monthly Period, the Class B Principal Percentage shall
mean the percentage equivalent of a fraction, the numerator of which is the
Class B Initial Invested Amount and the denominator of which is the Initial
Invested Amount.

        "Class B Required Amount" shall have the meaning specified in Section
4.4(b).

        "Class B Servicing Fee" shall have the meaning specified in Section 3.1.

        "Closing Date" shall mean June 27, 2001.


                                       6
<PAGE>   11


        "Collateral Additional Interest" shall have the meaning specified in
Section 4.2(c).

        "Collateral Available Funds" shall mean, with respect to any Monthly
Period, an amount equal to the Collateral Floating Percentage of the Collections
of Finance Charge Receivables allocated to Series 2001-B (including any amounts
that are to be treated as Collections of Finance Charge Receivables in
accordance with the Agreement).

        "Collateral Default Amount" shall mean, with respect to each
Distribution Date, an amount equal to the product of (i) the Investor Default
Amount for the related Monthly Period and (ii) the Collateral Floating
Percentage for such Monthly Period.

        "Collateral Expected Final Distribution Date" shall mean the July 2006
Distribution Date.

        "Collateral Floating Percentage" shall mean, with respect to any Monthly
Period, the percentage equivalent (which percentage shall never exceed 100%) of
a fraction, the numerator of which is the Collateral Invested Amount as of the
close of business on the last day of the preceding Monthly Period and the
denominator of which is equal to the Invested Amount as of such day; provided,
however, that with respect to the first Monthly Period, the Collateral Floating
Percentage shall mean the percentage equivalent of a fraction, the numerator of
which is the Collateral Initial Invested Amount and the denominator of which is
the Initial Invested Amount.

        "Collateral Initial Invested Amount" shall mean $68,000,000.

        "Collateral Interest" shall mean a fractional undivided interest in the
Trust which shall consist of the right to receive, (i) to the extent necessary
to make the required payments to the Collateral Interest Holder under this
Supplement, the portion of Collections allocable thereto under the Agreement and
this Supplement, funds on deposit in the Collection Account allocable thereto
pursuant to the Agreement and this Supplement and, (ii) amounts available for
payment to the Collateral Interest Holder pursuant to subsections 4.7(k),
4.14(e), 4.14(f), 8.1(b), 8.2(a) and 8.2(b) or any other provision of this
Supplement.

        "Collateral Interest Holder" shall mean the entity so designated in the
Transfer Agreement.

        "Collateral Interest Shortfall" shall have the meaning specified in
subsection 4.2(c).

        "Collateral Invested Amount" shall mean, for any date of determination,
an amount equal to (a) the Collateral Initial Invested Amount, minus (b) an
amount equal to the amount by which the Collateral Invested Amount has been
reduced on all prior Distribution Dates pursuant to Section 4.6, minus (c) the
aggregate amount paid pursuant to subsection 4.5(e)(iii) prior to such date,
plus (d) the aggregate amount of Excess Finance Charges and Excess Spread
allocated and available on all prior Distribution Dates pursuant to subsection
4.7(i) for the purpose of reimbursing amounts deducted pursuant to the foregoing
clause (b); provided, however, that the Collateral Invested Amount may not be
reduced below zero.


<PAGE>   12

                                       7


        "Collateral Minimum Interest Rate" shall mean the rate designated as
such in the Transfer Agreement; provided that for purposes of this Supplement,
such rate shall not exceed LIBOR plus 2.00% per annum.

        "Collateral Minimum Monthly Interest" shall have the meaning specified
in Section 4.2(c).

        "Collateral Monthly Principal" shall have the meaning specified in
Section 4.3(c).

        "Collateral Principal Commencement Date" shall mean, the earlier to
occur of (x) the Collateral Expected Final Distribution Date (but only if the
Class A Investor Amount and the Class B Investor Amount are paid in full on or
prior to such date) and (y) the Special Payment Date on which the Class A
Investor Amount and the Class B Investor Amount are paid in full.

        "Collateral Principal Percentage" shall mean, with respect to any
Monthly Period (i) during the Revolving Period, the percentage equivalent (which
percentage shall never exceed 100%) of a fraction, the numerator of which is the
Collateral Invested Amount as of the last day of the immediately preceding
Monthly Period and the denominator of which is the Invested Amount as of such
day and (ii) after the Revolving Period, the percentage equivalent (which
percentage shall never exceed 100%) of a fraction, the numerator of which is the
Collateral Invested Amount as of the last day of the Revolving Period, and the
denominator of which is the Invested Amount as of such last day; provided,
however, that with respect to the first Monthly Period, the Collateral Principal
Percentage shall mean the percentage equivalent of a fraction, the numerator of
which is the Collateral Initial Invested Amount and the denominator of which is
the Initial Invested Amount.

        "Collateral Servicing Fee" shall have the meaning specified in Section
3.1.

        "Controlled Accumulation Amount" shall mean (a) for any Distribution
Date with respect to the Accumulation Period, the sum of the Class A Initial
Invested Amount and the Class B Initial Invested Amount divided by 9; provided,
however, that, if the Accumulation Period is modified pursuant to Section 4.13,
(i) the Controlled Accumulation Amount for each Distribution Date with respect
to the Accumulation Period shall mean the amount determined in accordance with
Section 4.13 on the date on which the Accumulation Period has most recently been
modified and (ii) the sum of the Controlled Accumulation Amounts for all
Distribution Dates with respect to the modified Accumulation Period shall not be
less than the Initial Invested Amount.

        "Controlled Deposit Amount" shall mean, for any Distribution Date with
respect to the Accumulation Period, an amount equal to the sum of the Controlled
Accumulation Amount for such Distribution Date and any Deficit Controlled
Accumulation Amount for the immediately preceding Distribution Date.

        "Covered Amount" shall mean for any Distribution Date with respect to
the Accumulation Period or the first Special Payment Date if such Special
Payment Date occurs prior to the date on which the Class A Investor Amount is
paid in full, an amount equal to one twelfth of the product of (i) the Class A
Certificate Rate and (ii) the Principal Funding Account



                                       8
<PAGE>   13

Balance (but not in excess of the Class A Initial Invested Amount), if any, as
of the preceding Distribution Date.

        "Deficit Controlled Accumulation Amount" shall mean (a) on the first
Distribution Date with respect to the Accumulation Period, the excess, if any,
of the Controlled Accumulation Amount for such Distribution Date over the amount
distributed from the Collection Account as Class A Monthly Principal and Class B
Monthly Principal for such Distribution Date and (b) on each subsequent
Distribution Date with respect to the Accumulation Period, the excess, if any,
of the Controlled Deposit Amount for such subsequent Distribution Date over the
amount distributed from the Collection Account as Class A Monthly Principal and
Class B Monthly Principal for such subsequent Distribution Date.

        "Designated Maturity" shall mean, as of any LIBOR Determination Date,
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.

        "Distribution Date" shall have the meaning assigned thereto in the
Agreement, except that with respect to the Series 2001-B Certificates, the first
Distribution Date shall be August 15, 2001.

        "Excess Finance Charges" shall have the meaning specified in Section
4.9.

        "Excess Spread" shall mean, with respect to any Distribution Date, the
sum of the amounts, if any, specified pursuant to Sections 4.5(a)(iv),
4.5(b)(iii) and 4.5(c)(ii) with respect to such Distribution Date.

        "Finance Charge Shortfall" shall have the meaning specified in Section
4.9.

        "Fitch" shall mean Fitch, Inc., or its successors.

        "Floating Allocation Percentage" shall mean, with respect to any Monthly
Period, the percentage equivalent (which percentage shall never exceed 100%) of
a fraction, the numerator of which is the Invested Amount as of the last day of
the preceding Monthly Period (or with respect to the first Monthly Period, the
Initial Invested Amount) and the denominator of which is the greater of (1) the
sum of (x) the total amount of Principal Receivables in the Trust at the end of
the day on such date (or with respect to the first Monthly Period, at the end of
the day on the Closing Date) and (y) the principal amount on deposit in the
Excess Funding Account as of the end of the day on such date and (2) the sum of
the numerators used to calculate the Series Percentages (as such term is defined
in the Agreement) with respect to Finance Charge Receivables or Defaulted
Receivables, as applicable, for all Series then outstanding; provided, however,
that with respect to any Monthly Period in which an Addition Date occurs and the
Servicer need not make daily deposits of Collections into the Collection
Account, the denominator in (x) above shall be the Average Principal Balance;
provided further, however, that with respect to any Monthly Period in which an
Addition Date occurs and the Servicer is


                                       9
<PAGE>   14


required to make daily deposits of Collections into the Collection Account, the
denominator in (x) above shall be (1) for the period from and including the
first day of such Monthly Period to but excluding the related Addition Date, the
aggregate amount of Principal Receivables in the Trust at the end of the day on
the last day of the prior Monthly Period and (2) for the period from and
including the related Addition Date to and including the last day of such
Monthly Period, the aggregate amount of Principal Receivables in the Trust at
the end of the day on the related Addition Date.

        "Group One" shall mean Series 1995-C, Series 1996-A, Series 1996-B,
Series 1996-C, Series 1996-D, Series 1996-E, Series 1999-A, Series 1999-B,
Series 1999-C, Series 1999-D, Series 2000-A, Series 2000-B, Series 2000-C,
Series 2000-D, Series 2001-A and each other outstanding Series hereafter
specified in the related Supplement to be included in Group One.

        "Initial Invested Amount" shall mean the sum of the Class A Initial
Invested Amount, the Class B Initial Invested Amount and the Collateral Initial
Invested Amount.

        "Interchange" shall mean, with respect to Series 2001-B and with respect
to each Distribution Date, an amount of Interchange (as defined in the
Agreement) equal to one-twelfth of 1.25% of the outstanding balance of the
Principal Receivables allocable to Series 2001-B on the last day of the
preceding Monthly Period.

        "Interest Period" shall mean, with respect to any Distribution Date, the
period from and including the Distribution Date immediately preceding such
Distribution Date (or, in the case of the first Distribution Date, from and
including the Closing Date) to but excluding such Distribution Date.

        "Invested Amount" shall mean, as of any date of determination, an amount
equal to the sum of (a) the Class A Invested Amount as of such date, (b) the
Class B Invested Amount as of such date and (c) the Collateral Invested Amount
as of such date.

        "Investment Letter" shall have the meaning specified in subsection
10.8(a).

        "Investor Amount" shall mean, as of any date of determination, an amount
equal to the sum of (a) the Invested Amount and (b) the Principal Funding
Account Balance.

        "Investor Charge-Offs" shall mean Class A Investor Charge-Offs and Class
B Investor Charge-Offs.

        "Investor Default Amount" shall mean, with respect to any Distribution
Date, an amount equal to the product of (a) the Defaulted Amount for the related
Monthly Period and (b) the Floating Allocation Percentage for such Monthly
Period.

        "LIBOR" shall mean an interest rate per annum determined by the Trustee
for each Interest Period in accordance with the provisions of Section 4.11.

        "LIBOR Determination Date" shall mean June 25, 2001 with respect to the
period from the Closing Date through August 14, 2001; and, with respect to each
Interest Period


                                       10
<PAGE>   15


thereafter, the second London Business Day prior to every Distribution Date on
which such Interest Period begins commencing with the August 2001 Distribution
Date.

        "London Business Day" shall mean a day on which dealings in deposits in
United States dollars are transacted in the London interbank market.

        "Monthly Interest" means, with respect to any Distribution Date, the
Class A Monthly Interest, the Class B Monthly Interest and the Collateral
Minimum Monthly Interest for such Distribution Date.

        "Monthly Servicing Fee" shall have the meaning specified in Section 3.1.

        "Net Portfolio Yield" shall mean, with respect to any Monthly Period,
the annualized percentage equivalent of a fraction, the numerator of which is
equal to (a) an amount equal to the product obtained by multiplying the Floating
Allocation Percentage with respect to such Monthly Period and the amount of
Collections of Finance Charge Receivables with respect to such Monthly Period
(including any other amounts that are to be treated as Collections of Finance
Charge Receivables in accordance with the Agreement), plus (b) the amount of any
Principal Funding Investment Proceeds for the related Distribution Date, plus
(c) the amount of funds, if any, to be withdrawn from the Reserve Account which,
pursuant to subsection 4.14(d), are required to be deposited into the Collection
Account and included in Class A Available Funds with respect to such
Distribution Date, minus (d) the Investor Default Amount for the Distribution
Date with respect to such Monthly Period, and the denominator of which is the
Investor Amount as of the last day of the preceding Monthly Period.

        "Percentage Allocation" shall have the meaning specified in Section
4.1(b)(ii).

        "Permitted Assignee" shall mean any Person who, if it were the
Collateral Interest Holder or holder of an interest in the Trust, as applicable,
would not cause the Trust to be taxable as a publicly traded partnership for
federal income tax purposes.


        "Principal Allocation Percentage" shall mean, with respect to any
Monthly Period:

        (a)     during the Revolving Period, the percentage equivalent (which
percentage shall never exceed 100%) of a fraction, (x) the numerator of which is
the Invested Amount as of the last day of the immediately preceding Monthly
Period (or, in the case of the first Monthly Period, the Closing Date) and (y)
the denominator of which is the greater of (i) the sum of (A) the total amount
of Principal Receivables in the Trust as of the last day of the immediately
preceding Monthly Period and (B) the principal amount on deposit in the Excess
Funding Account as of such last day (or, in the case of the first Monthly
Period, the Closing Date) and (ii) the sum of the numerators used to calculate
the Series Percentages applicable to Principal Receivables for all Series
outstanding as of the date as to which such determination is being made;

        (b)     during the Accumulation Period or the Rapid Amortization Period,
the percentage equivalent (which percentage shall never exceed 100%) of a
fraction, (x) the



                                       11
<PAGE>   16


numerator of which is the Invested Amount as of the last day of the Revolving
Period or, if the numerator has been reduced as described in the first proviso
below during the Accumulation Period and a Rapid Amortization Period commences,
as of the last day of the Accumulation Period, and (y) the denominator of which
is the greater of (i) the sum of (A) the total amount of Principal Receivables
in the Trust as of the last day of the immediately preceding Monthly Period and
(B) the principal amount on deposit in the Excess Funding Account as of such
last day and (ii) the sum of the numerators used to calculate the Series
Percentages applicable to Principal Receivables for all Series outstanding as of
the date as to which such determination is being made; provided however, that
during the Accumulation Period, on any date, at the option of the Servicer, the
numerator of the Principal Allocation Percentage may be reduced below the
numerator used in the previous Monthly Period, to an amount not less than the
greater of (x) the Invested Amount as of the last day of the immediately
preceding Monthly Period (less the amount of any distributions of principal
deposited in the Principal Funding Account since the last day of the immediately
preceding Monthly Period) and (y) an amount that, if used as the numerator of
the Principal Allocation Percentage for the remainder of the Accumulation
Period, assuming for this purpose that (1) the payment rate with respect to
Collections of Principal Receivables remains constant at the level of the
immediately preceding Monthly Period, (2) the total amount of Principal
Receivables in the Trust (and the principal amount on deposit in the Excess
Funding Account, if any) remains constant at the level on the date of such
reduction, (3) no Pay Out Event with respect to any Series will subsequently
occur and (4) no additional Series (other than any Series being issued on the
date of such reduction) will be subsequently issued, would assure that Available
Investor Principal Collections for Series 2001-B would equal at least 125% of
the Controlled Accumulation Amount for each Monthly Period for so long as the
Invested Amount is greater than zero; provided further, however, that any such
reduction of the numerator of the Principal Allocation Percentage shall be
subject to the receipt by the Trustee of an Officer's Certificate of the
Servicer to the effect that the Servicer does not expect that the Available
Investor Principal Collections for any Monthly Period would be less than the
Controlled Accumulation Amount; provided further, however that with respect to
any Monthly Period in which an Addition Date occurs and the Servicer need not
make daily deposits of Collections into the Collection Account, the amount in
clause (y) (i) of paragraphs (a) and (b) above shall be the Average Principal
Balance; provided further, however, that with respect to any Monthly Period in
which an Addition Date occurs and the Servicer is required to make daily
deposits of Collections into the Collection Account, the amount in clause (y)
(i) of paragraphs (a) and (b) above shall be (1) for the period from and
including the first day of such Monthly Period to but excluding the related
Addition Date, the sum of (x) the aggregate amount of Principal Receivables in
the Trust at the end of the day on the last day of the prior Monthly Period and
(y) the principal amount on deposit in the Excess Funding Account as of such
last day and (2) for the period from and including the related Addition Date to
and including the last day of such Monthly Period, the sum of (x) the aggregate
amount of Principal Receivables in the Trust at the end of the day on the
related Addition Date and (y) the principal amount on deposit in the Excess
Funding Account at the end of the day on the related Addition Date.

        "Principal Funding Account" shall have the meaning set forth in
subsection 4.12(a)(i).


                                       12
<PAGE>   17


        "Principal Funding Account Balance" shall mean, with respect to any date
of determination during the Accumulation Period, the principal amount, if any,
on deposit in the Principal Funding Account on such date of determination.

        "Principal Funding Investment Proceeds" shall have the meaning specified
in subsection 4.12(a)(ii).

        "Principal Shortfall" shall have the meaning specified in Section 4.10.

        "Rapid Amortization Period" shall mean, (a) if on the day on which a
Trust Pay Out Event or a Series 2001-B Pay Out Event is deemed to have occurred
the Servicer need not make daily deposits into or withdrawals from the
Collection Account pursuant to Section 4.03(a) of the Agreement, the period
commencing at the close of business on the Business Day immediately preceding
the first day of the Monthly Period in which such Trust Pay Out Event or Series
2001-B Pay Out Event is deemed to have occurred or (b) otherwise, the period
commencing at the close of business on the Business Day immediately preceding
the day on which a Trust Pay Out Event or a Series 2001-B Pay Out Event is
deemed to have occurred, and ending on the first to occur of (i) the payment in
full to the Class A Certificateholders and the Class B Certificateholders of the
Class A Investor Amount and the Class B Investor Amount, respectively, and the
payment in full to the Collateral Interest Holder of the Collateral Invested
Amount, or (ii) the Series Termination Date.

        "Reallocated Principal Collections" shall mean, with respect to any
Monthly Period, the product of (a) the Principal Allocation Percentage with
respect to such Monthly Period, (b) the aggregate amount of Collections in
respect of Principal Receivables for such Monthly Period and (c) the sum of the
Class B Principal Percentage and the Collateral Principal Percentage with
respect to such Monthly Period. Reallocated Principal Collections allocable to
the Class B Certificates shall equal, with respect to any Monthly Period, the
product of (a) the Principal Allocation Percentage with respect to such Monthly
Period of the aggregate amount of Collections in respect of Principal
Receivables deposited in the Collection Account for such Monthly Period and (b)
the Class B Principal Percentage with respect to such Monthly Period.
Reallocated Principal Collections allocable to the Collateral Interest shall
equal, with respect to any Monthly Period, the product of (a) the Principal
Allocation Percentage with respect to such Monthly Period of the aggregate
amount of Collections in respect of Principal Receivables deposited in the
Collection Account for such Monthly Period and (b) the Collateral Principal
Percentage with respect to such Monthly Period. In no event will the Collections
of Principal Receivables allocable to the Collateral Interest on any
Distribution Date exceed the Collateral Invested Amount on such Distribution
Date and in no event will the Collections of Principal Receivables allocable to
the Class B Certificates on any Distribution Date exceed the Class B Invested
Amount.

        "Reassignment Amount" shall mean, with respect to any Distribution Date,
after giving effect to any deposits and distributions otherwise to be made on
such Distribution Date, the sum of (i) the Invested Amount on such Distribution
Date, plus (ii) Monthly Interest for such Distribution Date and any Monthly
Interest previously due but not distributed to the Series 2001-B Holders on a
prior Distribution Date, plus (iii) the amount of Additional Interest, if any,


                                       13
<PAGE>   18


for such Distribution Date and any Additional Interest previously due but not
distributed to the Series 2001-B Holders on a prior Distribution Date.

        "Reference Banks" shall mean Barclays Bank plc, National Westminster
Bank PLC and Lloyds Bank of London or such other major banks in the London
interbank market selected by the Servicer from time to time.

        "Required Reserve Account Amount" shall mean, with respect to any
Distribution Date prior to the Reserve Account Funding Date, $0, and on or after
the Reserve Account Funding Date, an amount equal to (a) the product of (i) 0.5%
of the Class A Investor Amount as of the preceding Distribution Date (after
giving effect to all changes therein on such date) and (ii) a fraction, the
numerator of which is the number of Monthly Periods scheduled to be included in
the Accumulation Period as of such date and the denominator of which is nine
(except that if such numerator is one, the Required Reserve Account Amount
determined pursuant to this clause (a) shall be $0) or (b) any other amount
designated by the Seller, provided that, if such designation is of a lesser
amount, the Seller (i) shall have received written notice from each Rating
Agency that such designation will not result in the reduction or withdrawal of
the rating of the Series 2001-B Certificates and shall have delivered copies of
each such written notice to the Servicer and the Trustee, and (ii) shall have
delivered to the Trustee a certificate of an authorized officer to the effect
that, based on the facts known to such officer at such time, in the reasonable
belief of the Seller, such designation will not cause a Pay Out Event or an
event that, after the giving of notice or the lapse of time, would cause a Pay
Out Event to occur with respect to Series 2001-B.

        "Reserve Account" shall have the meaning specified in Section 4.14(a).

        "Reserve Account Funding Date" shall mean the Distribution Date with
respect to the Monthly Period which commences three months prior to the Monthly
Period in which, as of the related Determination Date, the Accumulation Period
is scheduled to commence.

        "Reserve Account Surplus" shall mean, as of any date of determination,
the amount, if any, by which the amount on deposit in the Reserve Account
exceeds the Required Reserve Account Amount.

        "Reserve Draw Amount" shall have the meaning specified in Section
4.14(c).

        "Revolving Period" shall mean the period beginning on the Closing Date
and ending on the earlier of (a) the close of business on the day preceding the
commencement of the Accumulation Period and (b) the close of business on the day
preceding the commencement of the Rapid Amortization Period.

        "Series Invested Amount" shall mean the Invested Amount.

        "Series Investor Amount" shall mean, as of any date of determination, an
amount equal to the numerator of the Principal Allocation Percentage on such
date.


                                       14
<PAGE>   19


        "Series 2001-B" shall mean the Series of Investor Certificates, the
terms of which are specified in this Supplement and shall include the Class A
Certificates, the Class B Certificates and the Collateral Interest.

        "Series 2001-B Certificate" shall mean a Class A Certificate or a Class
B Certificate.

        "Series 2001-B Certificateholder" shall mean a Class A Certificateholder
or a Class B Certificateholder.

        "Series 2001-B Holder" shall mean a Class A Certificateholder, a Class B
Certificateholder or the Collateral Interest Holder.

        "Series 2001-B Pay Out Event" shall have the meaning specified in
Section 6.1.

        "Series 2001-B Supplement" shall mean this Supplement.

        "Series Percentage" shall mean with respect to Finance Charge
Receivables and Defaulted Receivables, the Floating Allocation Percentage, and
with respect to Principal Receivables, the Principal Allocation Percentage.

        "Series Termination Date" shall mean the earlier to occur of (i) the
December 2008 Distribution Date and (ii) the termination of the Trust pursuant
to Section 12.01 of the Agreement.

        "Servicing Base Amount" shall have the meaning specified in Section 3.1.

        "Servicing Fee Rate" shall mean 2.0%.

        "Special Payment Date" shall mean each Distribution Date with respect to
the Rapid Amortization Period.

        "Telerate Page 3750" shall mean the display page currently so designated
on the Bridge Telerate Markets Report (or such other page as may replace such
page on such service for the purpose of displaying comparable rates or prices).

        "Transfer" shall have the meaning specified in subsection 10.8(a).

        "Transfer Agreement" shall mean the agreement between Fleet (RI) and the
Collateral Interest Holder, dated as of June 27, 2001, as amended or modified
from time to time, relating to the transfer of the Collateral Interest.

        (b)     Notwithstanding anything to the contrary in this Supplement or
the Agreement, the term "Rating Agency" shall mean, whenever used in this
Supplement or the Agreement with respect to Series 2001-B, Moody's, Standard &
Poor's and Fitch; provided, however, that references to "Rating Agency" in the
definition of "Eligible Investments" shall be deemed to not include Fitch to the
extent that an investment is rated by Moody's and Standard &



                                       15
<PAGE>   20

Poor's, but not by Fitch. Reference to rating categories of Moody's and
Standard & Poor's in the Agreement shall be deemed to be references to the
equivalent rating categories of Fitch.

        (c)     All capitalized terms used herein and not otherwise defined
herein have the meanings ascribed to them in the Agreement.

        (d)     The words "hereof," "herein" and "hereunder" and words of
similar import when used in this Supplement shall refer to this Supplement as a
whole and not to any particular provision of this Supplement; references to any
Article, Section or Exhibit are references to Articles, Sections and Exhibits in
or to this Supplement unless otherwise specified; and the term "including" means
"including without limitation."

        (e)     Unless the context otherwise requires, references in this
Supplement to the "Seller" and from and after the date any Additional Seller is
designated pursuant to Section 2.08(e) of the Agreement, such references shall
mean the Bank in its capacity as Seller and any such Additional Seller(s).


                                   ARTICLE III
                              Servicer and Trustee

        Section 3.1     Servicing Compensation.

        The share of the Servicing Fee allocable to the Series 2001-B Holders
with respect to any Distribution Date (the "Monthly Servicing Fee"), shall be
equal to one-twelfth the product of (i) the Servicing Fee Rate and (ii) the
Invested Amount, if any, as of the last day of the Monthly Period preceding such
Distribution Date (the amount calculated pursuant to this clause (ii) is
referred to as the "Servicing Base Amount"); provided, however, with respect to
the August 2001 Distribution Date, the Monthly Servicing Fee shall be
$1,133,333.

        The share of the Monthly Servicing Fee allocable to the Class A
Certificateholders with respect to any Distribution Date (the "Class A Servicing
Fee"), shall be equal to one-twelfth of the product of (a) the Class A Floating
Percentage, (b) the Servicing Fee Rate and (c) the Servicing Base Amount;
provided, however, that with respect to the August 2001 Distribution Date, the
Class A Servicing Fee shall be $969,000. The share of the Monthly Servicing Fee
allocable to the Class B Certificateholders with respect to any Distribution
Date (the "Class B Servicing Fee"), shall be equal to one-twelfth of the product
of (a) the Class B Floating Percentage, (b) the Servicing Fee Rate and (c) the
Servicing Base Amount; provided, however, that with respect to the August 2001
Distribution Date, the Class B Servicing Fee shall be $68,000. The share of the
Monthly Servicing Fee allocable to the Collateral Interest Holder with respect
to any Distribution Date (the "Collateral Servicing Fee"), shall be equal to
one-twelfth of the product of (a) the Collateral Floating Percentage, (b) the
Servicing Fee Rate and (c) the Servicing Base Amount; provided, however, that
with respect to the August 2001 Distribution Date, the Collateral Servicing Fee
shall be $96,333. In no event shall the Trust, the Trustee, or the Series 2001-B
Holders be liable for the share of the Servicing Fee to be paid by the Holders
of the Seller Certificates or the Certificateholders of any other Series. The
Class A Servicing Fee shall be payable to the Servicer solely to the extent
amounts are available for



                                       16
<PAGE>   21

distribution in respect thereof pursuant to Section 4.5(a)(ii), 4.7(a) or
4.8(a); the Class B Servicing Fee shall be payable solely to the extent amounts
are available for distribution in respect thereof pursuant to Section
4.5(b)(ii), 4.7(c) or 4.8(b); and the Collateral Servicing Fee shall be payable
solely to the extent amounts are available for distribution in respect thereof
pursuant to Section 4.5(c)(i) or 4.7(g).


                                   ARTICLE IV
       Rights of Series 2001-B Certificateholders and Collateral Interest
              Holder and Allocation and Application of Collections

        Section 4.1 Collections and Allocations. The Servicer will apply, or
will instruct the Trustee in writing to apply, all Collections and other funds
on deposit in the Collection Account that are allocated to the Series 2001-B
Holders as follows:

        (a)     Allocations During the Revolving Period. During the Revolving
Period, the Servicer shall, on or prior to the close of business on the second
Business Day following any Date of Processing, allocate the following amounts as
set forth below:

                (i)     Allocate to the Series 2001-B Holders the product of (x)
        the Floating Allocation Percentage on such Date of Processing and (y)
        the aggregate amount of Collections of Finance Charge Receivables on
        such Date of Processing, and of that allocation, deposit and retain in
        the Collection Account (A) prior to the LIBOR Determination Date
        occurring in such Monthly Period, an amount equal to the product of (v)
        the Floating Allocation Percentage on such Date of Processing and (w)
        the aggregate amount of Collections of Finance Charge Receivables on
        such Date of Processing and (B) on and after such LIBOR Determination
        Date, the difference between (1) Monthly Interest for the related
        Distribution Date (plus, if the Bank is not the Servicer, the Monthly
        Servicing Fee for such Monthly Period) and (2) the amounts previously
        deposited in the Collection Account with respect to such Monthly Period
        pursuant to this subsection (a)(i);

                (ii)    Allocate to the Series 2001-B Holders an amount equal to
        the product of (A) the Principal Allocation Percentage on such Date of
        Processing and (B) the aggregate amount of Collections of Principal
        Receivables on such Date of Processing, which amount shall be first, if
        any other Principal Sharing Series in Group One is outstanding and in
        its Amortization Period or Accumulation Period (as such terms are
        defined in the Agreement), retained in the Collection Account for
        application, to the extent necessary, as Shared Principal Collections in
        accordance with Section 4.04 of the Agreement to other Series in Group
        One on the related Distribution Date, and second paid to the Holders of
        the Sellers' Interest; provided, however, that the amount to be paid to
        the Holders of the Sellers' Interest; pursuant to this Section
        4.1(a)(ii) on any Date of Processing shall be paid to such Holders only
        if the Seller Amount on such Date of Processing is greater than the
        Required Seller Amount (after giving effect to all



                                       17
<PAGE>   22


        Principal Receivables transferred to the Trust on such day and any
        amounts deposited in the Excess Funding Account on such day) and
        otherwise shall be deposited in the Excess Funding Account until the
        Seller Amount is greater than the Required Seller Amount and applied in
        accordance with Section 4.02 of the Agreement and the remainder shall be
        paid to the Holders of the Seller Certificates.

        (b)     Allocations During the Accumulation Period. During the
Accumulation Period, the Servicer shall, prior to the close of business on the
second Business Day following any Date of Processing, allocate the following
amounts as set forth below:

                (i)     Allocate to the Series 2001-B Holders and deposit and
        retain in the Collection Account an amount equal to the product of (A)
        the Floating Allocation Percentage on such Date of Processing and (B)
        the aggregate amount of Collections of Finance Charge Receivables on
        such Date of Processing.

                (ii)    Allocate to the Series 2001-B Holders and deposit and
        retain in the Collection Account an amount equal to the product of (x)
        the Principal Allocation Percentage on such Date of Processing and (y)
        the aggregate amount of Collections of Principal Receivables on such
        Date of Processing (for any such date, a "Percentage Allocation");
        provided, however, that if, with respect to any Monthly Period occurring
        prior to the Class B Expected Final Distribution Date, the sum of such
        Percentage Allocations with respect to the same Monthly Period exceeds
        the Controlled Deposit Amount for the related Distribution Date or if,
        with respect to the Monthly Period immediately preceding the Collateral
        Expected Final Distribution Date, the sum of such Percentage Allocations
        with respect to that Monthly Period exceeds the Collateral Invested
        Amount for the related Distribution Date, then such excess shall not be
        treated as a Percentage Allocation and shall be first, if any other
        Principal Sharing Series in Group One is outstanding and in its
        Amortization Period or Accumulation Period (as such terms are defined in
        the Agreement), retained in the Collection Account for application, to
        the extent necessary, as Shared Principal Collections in accordance with
        Section 4.04 of the Agreement to other Series in Group One on the
        related Distribution Date, and second paid to the Holders of the
        Sellers' Interest only if the Seller Amount on such Date of Processing
        is greater than the Required Seller Amount (after giving effect to all
        Principal Receivables transferred to the Trust on such day and any
        amounts deposited in the Excess Funding Account on such day) and
        otherwise shall be deposited in the Excess Funding Account until the
        Seller Amount is greater than the Required Seller Amount and applied in
        accordance with Section 4.02 of the Agreement and the remainder shall be
        paid to the Holders of the Sellers' Interest.

        (c)     Allocations During the Rapid Amortization Period. During the
Rapid Amortization Period, the Servicer shall, prior to the close of business on
the second Business Day following any Date of Processing, allocate the following
amounts as set forth below:


                                       18
<PAGE>   23


                (i)     Allocate to the Series 2001-B Holders and deposit and
        retain in the Collection Account an amount equal to the product of (A)
        the Floating Allocation Percentage on such Date of Processing and (B)
        the aggregate amount of Collections of Finance Charge Receivables on
        such Date of Processing.

                (ii)    Allocate to the Series 2001-B Holders and deposit and
        retain in the Collection Account an amount equal to the product of (A)
        the Principal Allocation Percentage on such Date of Processing and (B)
        the aggregate amount of Collections of Principal Receivables on such
        Date of Processing; provided, however, that after the date on which an
        amount of such Collections equal to the Invested Amount has been
        deposited into the Collection Account and allocated to the Series 2001-B
        Holders, the amount determined in accordance with this subparagraph (ii)
        in excess thereof shall be first, if any other Principal Sharing Series
        in Group One is outstanding and in its Amortization Period or
        Accumulation Period (as such terms are defined in the Agreement),
        retained in the Collection Account for application, to the extent
        necessary, as Shared Principal Collections in accordance with Section
        4.04 of the Agreement to other Series in Group One on the related
        Distribution Date, and second paid to the Holders of the Sellers'
        Interest only if the Seller Amount on such Date of Processing is greater
        than the Required Seller Amount (after giving effect to all Principal
        Receivables transferred to the Trust on such day and any amounts
        deposited in the Excess Funding Account on such day) and otherwise shall
        be deposited in the Excess Funding Account until the Seller Amount is
        greater than the Required Seller Amount and applied in accordance with
        Section 4.02 of the Agreement and the remainder shall be paid to the
        Holders of the Sellers' Interest.

        (d)     Notwithstanding anything to the contrary in this Section 4.1, if
on any Date of Processing the aggregate amount of Principal Receivables is less
than the sum of the Series Investor Amounts for all Series outstanding, all
Collections of Principal Receivables on such date that are otherwise payable to
the Holders of the Sellers' Interest shall, unless such Collections are to be
retained in the Collection Account, be deposited in the Excess Funding Account
and applied in accordance with Section 4.02 of the Agreement.

        (e)     Notwithstanding the foregoing, the Servicer need not make daily
deposits of Collections into the Collection Account at any time when the
requirements of Section 4.03 of the Agreement are satisfied.

        Section 4.2     Determination of Monthly Interest.

        (a)     The amount of monthly interest ("Class A Monthly Interest")
distributable from the Collection Account with respect to the Class A
Certificates on each Distribution Date shall be an amount equal to one twelfth
of the product of (i) the Class A Certificate Rate and (ii) the outstanding
principal amount of the Class A Certificates as of the close of business on the
preceding Record Date; provided, however, with respect to the August 2001
Distribution Date, Class A Monthly Interest shall be equal to $5,107,200.



                                       19
<PAGE>   24


        On the Determination Date preceding each Distribution Date, the Servicer
shall determine the excess, if any (the "Class A Interest Shortfall"), of (x)
the Class A Monthly Interest for such Distribution Date over (y) the aggregate
amount of funds allocated and available to pay such Class A Monthly Interest on
such Distribution Date. If the Class A Interest Shortfall with respect to any
Distribution Date is greater than zero, on each subsequent Distribution Date
until such Class A Interest Shortfall is fully paid, an additional amount
("Class A Additional Interest") equal to one twelfth of the product of (i) the
Class A Penalty Rate and (ii) such Class A Interest Shortfall (or the portion
thereof which has not been paid to the Class A Certificateholders) shall be
payable as provided herein with respect to the Class A Certificates.
Notwithstanding anything to the contrary herein, Class A Additional Interest
shall be payable or distributed to Class A Certificateholders only to the extent
permitted by applicable law.

        (b)     The amount of monthly interest ("Class B Monthly Interest")
distributable from the Collection Account with respect to the Class B
Certificates on each Distribution Date shall be an amount equal to one twelfth
of the product of (i) the Class B Certificate Rate and (ii) the outstanding
principal amount of the Class B Certificates as of the close of business on the
preceding Record Date; provided, however, with respect to the August 2001
Distribution Date, Class B Monthly Interest shall be equal to $377,600.

        On the Determination Date preceding each Distribution Date, the Servicer
shall determine the excess, if any (the "Class B Interest Shortfall"), of (x)
the Class B Monthly Interest for such Distribution Date over (y) the aggregate
amount of funds allocated and available to pay such Class B Monthly Interest on
such Distribution Date. If the Class B Interest Shortfall with respect to any
Distribution Date is greater than zero, on each subsequent Distribution Date
until such Class B Interest Shortfall is fully paid, an additional amount
("Class B Additional Interest") equal to one twelfth of the product of (i) the
Class B Penalty Rate and (ii) such Class B Interest Shortfall (or the portion
thereof which has not been paid to the Class B Certificateholders) shall be
payable as provided herein with respect to the Class B Certificates.
Notwithstanding anything to the contrary herein, Class B Additional Interest
shall be payable or distributed to Class B Certificateholders only to the extent
permitted by applicable law.

        (c)     The amount of monthly interest ("Collateral Minimum Monthly
Interest") distributable from the Collection Account with respect to the
Collateral Interest on each Distribution Date shall be 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 Collateral Minimum Interest Rate; and (ii) the outstanding principal
amount of the Collateral Interest as of the close of business on the preceding
Record Date; provided, however, with respect to the August 2001 Distribution
Date, the Collateral Minimum Monthly Interest shall be equal to the interest
accrued on the Collateral Initial Invested Amount at the applicable Collateral
Minimum Interest Rate for the period from the Closing Date through August 14,
2001 (calculated on the basis of the actual number of days in such period and a
year of 360 days).

        On the Determination Date preceding each Distribution Date, the Servicer
shall determine the excess, if any (the "Collateral Interest Shortfall"), of (x)
the Collateral Minimum Monthly Interest for such Distribution Date over (y) the
aggregate amount of funds allocated and available to pay such Collateral Minimum
Monthly Interest on such Distribution Date. If the


                                       20
<PAGE>   25


Collateral Interest Shortfall with respect to any Distribution Date is greater
than zero, on each subsequent Distribution Date until such Collateral Interest
Shortfall is fully paid, an additional amount ("Collateral Additional Interest")
equal to the product of (i)(A) a fraction, the numerator of which is the actual
number of days from and including the Distribution Date on which there is a
shortfall to but excluding such subsequent Distribution Date and the denominator
of which is 360, times (B) the Collateral Minimum Interest Rate and (ii) such
Collateral Interest Shortfall (or the portion thereof which has not been paid to
the Collateral Interest Holder) shall be payable as provided herein with respect
to the Collateral Interest. Notwithstanding anything to the contrary herein,
Collateral Additional Interest shall be payable or distributed to the Collateral
Interest Holder only to the extent permitted by applicable law.

        Section 4.3     Determination of Monthly Principal.

        (a)     The amount of monthly principal ("Class A Monthly Principal")
distributable from the Collection Account with respect to the Class A
Certificates on each Distribution Date, beginning with the first Distribution
Date with respect to the Accumulation Period or the Rapid Amortization Period,
shall be equal to the least of (x) the Available Investor Principal Collections
on deposit in the Collection Account with respect to such Distribution Date, (y)
for each Distribution Date with respect to the Accumulation Period (and on or
prior to the Class A Expected Final Distribution Date), the Controlled Deposit
Amount for such Distribution Date and (z) the Class A Invested Amount on such
Distribution Date.

        (b)     The amount of monthly principal ("Class B Monthly Principal")
distributable from the Collection Account with respect to the Class B
Certificates on each Distribution Date, beginning with the first Distribution
Date with respect to the Accumulation Period on which the full amount of the
Class A Investor Amount is on deposit in the Principal Funding Account or has
been paid to the Class A Certificateholders or, if earlier, the first Special
Payment Date on which the Class A Investor Amount is paid in full, shall be
equal to the least of (x) the 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), (y) for each Distribution Date
with respect to the Accumulation Period (and on or prior to the Class B Expected
Final Distribution Date), 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 (z) the
Class B Invested Amount on such Distribution Date.

        (c)     The amount of monthly principal ("Collateral Monthly Principal")
distributable from the Collection Account with respect to the Collateral
Interest on each Distribution Date, beginning with the Collateral Principal
Commencement Date, shall be equal to the lesser of (x) the 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 and Class B Monthly Principal
on such Distribution Date), and (y) the Collateral Invested Amount on such
Distribution Date.



                                       21
<PAGE>   26

        Section 4.4     Required Amount.

        (a)     With respect to each Distribution Date, on the related
Determination Date, the Servicer shall determine the amount (the "Class A
Required Amount"), if any, by which (a) the sum of (i) Class A Monthly Interest
for such Distribution Date, (ii) any Class A Monthly Interest previously due but
not paid to the Class A Certificateholders on a prior Distribution Date, (iii)
any Class A Additional Interest for such Distribution Date and any Class A
Additional Interest previously due but not paid to the Class A
Certificateholders on a prior Distribution Date, (iv) the Class A Servicing Fee
for such Distribution Date, (v) any Class A Servicing Fee previously due but not
paid to the Servicer and (vi) the Class A Investor Default Amount, if any, for
such Distribution Date exceeds (b) the Class A Available Funds. In the event
that the Class A Required Amount for such Distribution Date is greater than
zero, all or a portion of the Excess Spread and the Excess Finance Charges
allocable to Series 2001-B with respect to the related Monthly Period in an
amount equal to the Class A Required Amount for such Distribution Date shall be
distributed from the Collection Account on such Distribution Date pursuant to
Section 4.7(a). In the event that the Class A Required Amount for such
Distribution Date exceeds the amount of Excess Spread and the amount of Excess
Finance Charges allocable to Series 2001-B with respect to the related Monthly
Period, all or a portion of the Reallocated Principal Collections with respect
to such Monthly Period in an amount equal to such excess shall be distributed
from the Collection Account on such Distribution Date pursuant to Section
4.8(a).

        (b)     With respect to each Distribution Date on the related
Determination Date, the Servicer shall determine the amount (the "Class B
Required Amount"), equal to the sum of (I) the amount if any, by which (a) the
sum of (i) Class B Monthly Interest for such Distribution Date, (ii) any Class B
Monthly Interest previously due but not paid to the Class B Certificateholders
on a prior Distribution Date, (iii) any Class B Additional Interest for such
Distribution Date and any Class B Additional Interest previously due but not
paid to the Class B Certificateholders on a prior Distribution Date, (iv) the
Class B Servicing Fee for such Distribution Date and (v) any Class B Servicing
Fee previously due but not paid to the Servicer exceeds (b) the Class B
Available Funds, plus (II) the Class B Investor Default Amount for such
Distribution Date. In the event that the Class B Required Amount for such
Distribution Date is greater than zero, all or a portion of Excess Spread and
the Excess Finance Charges allocable to Series 2001-B (other than Excess Spread
and Excess Finance Charges applied pursuant to Sections 4.7(a) and (b) with
respect to such Distribution Date) with respect to the related Monthly Period
shall be applied to fund the Class B Required Amount. In the event that the
Class B Required Amount for such Distribution Date exceeds the portion of Excess
Spread and Excess Finance Charges allocated to Series 2001-B with respect to the
related Monthly Period and available to fund the Class B Required Amount as
provided in the preceding sentence, all or a portion of the Reallocated
Principal Collections allocable to the Collateral Invested Amount available
therefor with respect to such Monthly Period in an amount equal to such excess
shall be distributed from the Collection Account on such Distribution Date
pursuant to Section 4.8(b).

        Section 4.5     Application of Class A Available Funds, Class B
Available Funds, Collateral Available Funds and Available Investor Principal
Collections. The Servicer shall apply or shall direct the Trustee in writing to
apply, on each Distribution Date, Class A Available Funds, Class B Available
Funds, Collateral Available Funds and Available Investor Principal



                                       22
<PAGE>   27


Collections for the Monthly Period with respect to such Distribution Date to
make the following distributions:

        (a)     On each Distribution Date, an amount equal to the Class A
Available Funds with respect to such Distribution Date will be distributed in
the following priority:

                (i)     an amount equal to Class A Monthly Interest for such
        Distribution Date, plus the amount of any Class A Monthly Interest
        previously due but not distributed to the Class A Certificateholders on
        a prior Distribution Date, plus the amount of any Class A Additional
        Interest for such Distribution Date and any Class A Additional Interest
        previously due but not distributed to the Class A Certificateholders on
        a prior Distribution Date, shall be distributed to the Paying Agent for
        payment to the Class A Certificateholders;

                (ii)    an amount equal to the Class A Servicing Fee for such
        Distribution Date, plus the amount of any Class A Servicing Fee
        previously due but not distributed to the Servicer on a prior
        Distribution Date, shall be distributed to the Servicer;

                (iii)   an amount equal to the Class A Investor Default Amount
        for such Distribution Date shall be treated as a portion of Available
        Investor Principal Collections for such Distribution Date; and

                (iv)    the balance, if any, shall constitute Excess Spread and
        shall be allocated and distributed as set forth in Section 4.7.

        (b)     On each Distribution Date, an amount equal to the Class B
Available Funds with respect to such Distribution Date will be distributed in
the following priority:

                (i)     an amount equal to Class B Monthly Interest for such
        Distribution Date, plus the amount of any Class B Monthly Interest
        previously due but not distributed to the Class B Certificateholders on
        a prior Distribution Date, plus the amount of any Class B Additional
        Interest for such Distribution Date and any Class B Additional Interest
        previously due but not distributed to the Class B Certificateholders on
        a prior Distribution Date, shall be distributed to the Paying Agent for
        payment to the Class B Certificateholders;

                (ii)    an amount equal to the Class B Servicing Fee for such
        Distribution Date, plus the amount of any Class B Servicing Fee
        previously due but not distributed to the Servicer on a prior
        Distribution Date, shall be distributed to the Servicer; and

                (iii)   the balance, if any, shall constitute Excess Spread and
        shall be allocated and distributed as set forth in Section 4.7.

        (c)     On each Distribution Date, an amount equal to the Collateral
Available Funds with respect to such Distribution Date will be distributed in
the following priority:


                                       23
<PAGE>   28


                (i)     if the Bank or the Trustee is no longer the Servicer, an
        amount equal to the Collateral Servicing Fee for such Distribution Date,
        plus the amount of any Collateral Servicing Fee previously due but not
        distributed to the Servicer on a prior Distribution Date, shall be
        distributed to the Servicer; and

                (ii)    the balance, if any, shall constitute Excess Spread and
        shall be allocated and distributed as set forth in Section 4.7.

        (d)     On each Distribution Date with respect to the Revolving Period,
an amount equal to the Available Investor Principal Collections for the related
Monthly Period shall be treated as Shared Principal Collections and applied in
accordance with Section 4.04 of the Agreement.

        (e)     On each Distribution Date with respect to the Accumulation
Period or the Rapid Amortization Period, an amount equal to the Available
Investor Principal Collections for the related Monthly Period will be
distributed in the following priority:

                (i)     an amount equal to Class A Monthly Principal for such
        Distribution Date, shall (A) during the Accumulation Period, be
        deposited in the Principal Funding Account for payment to the Class A
        Certificateholders by the Paying Agent in accordance with Section 5.1(b)
        on each Distribution Date beginning on the earlier to occur of the Class
        A Expected Final Distribution Date or the first Special Payment Date and
        (B) during the Rapid Amortization Period be paid to the Holders of the
        Class A Certificates;

                (ii)    after giving effect to the distribution referred to in
        clause (i) above, an amount equal to Class B Monthly Principal for such
        Distribution Date, shall (A) during the Accumulation Period, be
        deposited in the Principal Funding Account for payment to the Class B
        Certificateholders by the Paying Agent in accordance with subsection
        5.1(d) on each Distribution Date beginning on the Class B Principal
        Commencement Date and (B) during the Rapid Amortization Period, be paid
        to the Holders of the Class B Certificates;

                (iii)   after giving effect to the distributions referred to in
        clauses (i) and (ii) above, an amount equal to Collateral Monthly
        Principal for such Distribution Date shall be distributed to the
        Collateral Interest Holder in accordance with subsection 5.1(e) on each
        Distribution Date beginning on the Collateral Principal Commencement
        Date; and

                (iv)    for each Distribution Date, after giving effect to the
        distributions referred to in clauses (i), (ii) and (iii) above, an
        amount equal to the balance, if any, of such Available Investor
        Principal Collections then on deposit in the Collection Account shall be
        treated as Shared Principal Collections and applied in accordance with
        Section 4.04 of the Agreement.


                                       24
<PAGE>   29


        Section 4.6     Defaulted Amounts; Investor Charge-Offs.

        (a)     On each Determination Date, the Servicer shall calculate the
Class A Investor Default Amount, if any, for the related Distribution Date. If,
on any Distribution Date, the Class A Required Amount for the related Monthly
Period exceeds the sum of (x) the amount of Reallocated Principal Collections
with respect to such Monthly Period and (y) the amount of Excess Spread and the
Excess Finance Charges allocable to Series 2001-B with respect to such
Distribution Date, the Collateral Invested Amount shall be reduced by the amount
of such excess, but not by more than the excess of the Class A Investor Default
Amount for such Distribution Date over the sum of the amount of Reallocated
Principal Collections and Excess Spread and Excess Finance Charges used to fund
the Class A Investor Default Amount for such Distribution Date. In the event
that such reduction would cause the Collateral Invested Amount to be a negative
number, the Collateral Invested Amount shall be reduced to zero and the Class B
Invested Amount shall be reduced by the amount by which the Collateral Invested
Amount would have been reduced below zero, but not by more than the excess, if
any, of the Class A Investor Default Amount for such Distribution Date over the
sum of the amount of such reduction, if any, of the Collateral Invested Amount
with respect to such Distribution Date and the amount of Reallocated Principal
Collections and Excess Spread and Excess Finance Charges used to fund the Class
A Investor Default Amount for such Distribution Date. In the event that such
reduction would cause the Class B Invested Amount to be a negative number, the
Class B Invested Amount shall be reduced to zero, and the Class A Invested
Amount shall be reduced by the amount by which the Class B Invested Amount would
have been reduced below zero, but not by more than the excess, if any, of the
Class A Investor Default Amount for such Distribution Date over the sum of the
aggregate amount of the reductions, if any, of the Collateral Invested Amount
and the Class B Invested Amount for such Distribution Date and the amount of
Reallocated Principal Collections and Excess Spread and Excess Finance Charges
used to fund the Class A Investor Default Amount for such Distribution Date (a
"Class A Investor Charge-Off"). Class A Investor Charge-Offs shall thereafter be
reimbursed and the Class A Invested Amount increased (but not by an amount in
excess of the aggregate unreimbursed Class A Investor Charge-Offs) on any
Distribution Date by the amount of Excess Spread and Excess Finance Charges
allocated and available for that purpose pursuant to Section 4.7(b).

        (b)     On each Determination Date, the Servicer shall calculate the
Class B Required Amount, if any, for the related Distribution Date. If, on any
Distribution Date, the Class B Required Amount for such Distribution Date
exceeds the sum of (x) the amount of Excess Spread and Excess Finance Charges
allocated to Series 2001-B with respect to the related Monthly Period which are
not used to fund the Class A Required Amount and Class A Investor Charge-Offs on
the related Distribution Date and (y) the amount of Reallocated Principal
Collections which are available to fund the Class B Required Amount on such
Distribution Date pursuant to Section 4.8(b), then the Collateral Invested
Amount shall be reduced by the amount of such excess, but not by more than the
excess of the Class B Investor Default Amount for such Distribution Date over
the sum of the amount of Reallocated Principal Collections and Excess Spread and
Excess Finance Charges used to fund the Class B Investor Default Amount for such
Distribution Date. In the event that such reduction would cause the Collateral
Invested Amount to be a negative number, the Collateral Invested Amount shall be
reduced to zero, and the Class B Invested Amount shall be reduced by the amount
by which the Collateral Invested Amount would have been reduced below zero, but
not by more than the excess, if any, of the Class B

                                       25
<PAGE>   30


Investor Default Amount for such Distribution Date over the sum of the amount of
such reduction, if any, of the Collateral Invested Amount with respect to such
Distribution Date and the amount of Reallocated Principal Collections and Excess
Spread and Excess Finance Charges used to fund the Class B Investor Default
Amount for such Distribution Date (a "Class B Investor Charge-Off"). Class B
Investor Charge-Offs shall thereafter be reimbursed and the Class B Invested
Amount increased (but not by an amount in excess of the aggregate unreimbursed
Class B Investor Charge-Offs) on any Distribution Date by the amount of Excess
Spread and Excess Finance Charges allocated and available for that purpose
pursuant to subsection 4.7(e).

        (c)     If, on any Distribution Date, Reallocated Principal Collections
for such Distribution Date are applied pursuant to Section 4.8(a) or (b), the
Collateral Invested Amount shall be reduced by the amount of such Reallocated
Principal Collections. In the event that such reduction would cause the
Collateral Invested Amount to be a negative number, the Collateral Invested
Amount shall be reduced to zero, and the Class B Invested Amount shall be
reduced by the amount by which the Collateral Invested Amount would have been
reduced below zero.

        (d)     If, on any Distribution Date, the Collateral Default Amount
exceeds the amount of Excess Spread and Excess Finance Charges available to fund
the Collateral Default Amount pursuant to subsection 4.7(h) on such Distribution
Date, then the Collateral Invested Amount shall be reduced by the amount of such
excess; provided, however, that the Collateral Invested Amount shall not be
reduced below zero.

        Section 4.7 Excess Spread; Excess Finance Charges. The Servicer shall
apply or shall direct the Trustee in writing to apply, on each Distribution
Date, Excess Spread and Excess Finance Charges allocated to Series 2001-B with
respect to the related Monthly Period, to make the following distributions in
the following priority:

        (a)     an amount equal to the Class A Required Amount, if any, with
respect to such Distribution Date shall be distributed by the Trustee to fund
any deficiency pursuant to Sections 4.5(a)(i), (ii) and (iii), in that order of
priority;

        (b)     an amount equal to the aggregate amount of Class A Investor
Charge-Offs which have not been previously reimbursed as provided in Section
4.6(a) (after giving effect to the allocation on such Distribution Date of any
amount for that purpose pursuant to Section 4.6(a)) shall be treated as a
portion of Available Investor Principal Collections for such Distribution Date;

        (c)     an amount up to the Class B Required Amount, if any, with
respect to such Distribution Date shall be distributed by the Trustee to fund
any deficiency pursuant to Sections 4.5(b)(i) and (ii), in that order of
priority;

        (d)     an amount equal to the Class B Investor Default Amount for such
Distribution Date shall be treated as a portion of Available Investor Principal
Collections for such Distribution Date;


                                       26
<PAGE>   31



        (e)     an amount equal to the aggregate amount by which the Class B
Invested Amount has been reduced pursuant to clauses (c), (d) and (e) of the
definition of "Class B Invested Amount" in Section 2.1 of this Supplement (but
not in excess of the aggregate amount of such reductions which have not been
previously reimbursed) shall be treated as a portion of Available Investor
Principal Collections for such Distribution Date;

        (f)     an amount equal to the Collateral Minimum Monthly Interest for
such Distribution Date, plus the amount of any Collateral Minimum Monthly
Interest previously due but not distributed to the Collateral Interest Holder on
a prior Distribution Date pursuant to this subsection plus the amount of any
Collateral Additional Interest for such Distribution Date and any Collateral
Additional Interest previously due but not distributed to the Collateral
Interest Holder on a prior Distribution Date shall be paid to the Collateral
Interest Holder;

        (g)     an amount equal to the Collateral Servicing Fee for such
Distribution Date (or if the Bank or the Trustee is no longer the Servicer, the
portion of the Collateral Servicing Fee for such Distribution Date not paid
pursuant to Section 4.5(c)(i)), plus the amount of any Collateral Servicing Fee
previously due but not distributed to the Servicer on a prior Distribution Date,
shall be distributed to the Servicer;

        (h)     an amount equal to the Collateral Default Amount for such
Distribution Date shall be treated as a portion of Available Investor Principal
Collections with respect to such Distribution Date;

        (i)     an amount equal to the aggregate amount by which the Collateral
Invested Amount has been reduced pursuant to clause (b) of the definition of
"Collateral Invested Amount" (but not in excess of the aggregate amount of such
reductions which have not been previously reimbursed) shall be treated as a
portion of Available Investor Principal Collections with respect to such
Distribution Date;

        (j)     an amount up to the excess, if any, of the Required Reserve
Account Amount over the amount on deposit therein, shall be deposited into the
Reserve Account; and

        (k)     the balance, if any, shall be distributed to the Collateral
Interest Holder.

        Section 4.8     Reallocated Principal Collections. The Servicer shall
apply or shall direct the Trustee in writing to apply on each Distribution Date,
Reallocated Principal Collections (applying all such Collections with respect to
the Collateral Invested Amount prior to applying any such Collections with
respect to the Class B Invested Amount and applying no such Collections with
respect to the Class B Invested Amount pursuant to clause (b) below) with
respect to such Distribution Date, to make the following distributions in the
following priority:

        (a)     an amount equal to the excess, if any, of (i) the Class A
Required Amount, if any, with respect to such Distribution Date over (ii) the
amount of Excess Spread and Excess Finance Charges allocated to Series 2001-B
with respect to the related Monthly Period shall, be distributed by the Trustee
to fund any deficiency pursuant to Sections 4.5(a)(i), (ii) and (iii), in that
order of priority;



                                       27
<PAGE>   32

        (b)     an amount equal to the excess, if any, of (i) the Class B
Required Amount, if any, with respect to such Distribution Date over (ii) the
amount of Excess Spread and Excess Finance Charges allocated and available to
the Class B Certificates pursuant to Sections 4.7(c) and (d) on such
Distribution Date, shall be distributed by the Trustee to fund any deficiency
pursuant to Sections 4.5(b)(i) and (ii) and Section 4.7(d), in that order of
priority; and

        (c)     the balance, if any, of such Reallocated Principal Collections
shall be treated as a portion of Available Investor Principal Collections to be
applied in accordance with subsections 4.5(d) and (e).

        Section 4.9     Excess Finance Charges. On each Distribution Date, (a)
the Servicer shall allocate the aggregate amount for all outstanding Series in
Group One that the related Supplements or Transfer Agreements specify are to be
treated as a portion of Excess Finance Charges for such Distribution Date
(collectively, "Excess Finance Charges") as specified in the Supplements or
Transfer Agreements for each Series in Group One and (b) the Servicer shall
withdraw (or shall instruct the Trustee in writing to withdraw) from the
Collection Account and pay to the Holders of the Sellers' Interest an amount
equal to the excess, if any, of (x) the Excess Finance Charges for such
Distribution Date over (y) the aggregate amount for all Series in Group One that
the related Supplements specify are Finance Charge Shortfalls (as defined in the
related Supplements or Transfer Agreements ) for such Distribution Date. Excess
Finance Charges for any Distribution Date will be allocated to Series 2001-B in
an amount equal to the product of (x) the aggregate amount of Excess Finance
Charges for such Distribution Date and (y) a fraction, the numerator of which is
the Finance Charge Shortfall for Series 2001-B for such Distribution Date and
the denominator of which is the aggregate amount of Finance Charge Shortfalls
for all the Series in Group One for such Distribution Date. The amount of
"Excess Finance Charges" for Series 2001-B for any Distribution Date shall be
specified in the Transfer Agreement. On each Distribution Date, the Trustee
shall deposit in the Collection Account for application in accordance with
Section 4.5 of the Agreement, the amount of "Excess Finance Charges" received by
the Trustee pursuant to the Transfer Agreement on such date. The "Finance Charge
Shortfall" for Series 2001-B for any Distribution Date shall be equal to the
excess, if any, of (a) the full amount required to be paid, without duplication,
pursuant to Sections 4.5(a), 4.5(b), 4.5(c) and 4.7(a) through (j) on such
Distribution Date over (b) the sum of Class A Available Funds, Class B Available
Funds and Collateral Available Funds with respect to the related Monthly Period.

        Section 4.10    Shared Principal Collections. Subject to Section 4.04 of
the Agreement, Shared Principal Collections for any Distribution Date will be
allocated to Series 2001-B in an amount equal to the product of (x) the
aggregate amount of Shared Principal Collections with respect to all Series in
Group One for such Distribution Date and (y) a fraction, the numerator of which
is the Principal Shortfall for Series 2001-B for such Distribution Date and the
denominator of which is the aggregate amount of Principal Shortfalls for all the
Series which are Principal Sharing Series in Group One for such Distribution
Date. The "Principal Shortfall" for Series 2001-B shall be equal to (a) for any
Distribution Date with respect to the Revolving Period and the Rapid
Amortization Period, zero, and (b) for any Distribution Date with respect to the
Accumulation Period on or prior to the Class B Expected Final Distribution Date,
the excess, if any, of the Controlled Deposit Amount with respect to such
Distribution Date over the amount of Available Investor Principal Collections
for such Distribution Date


                                       28
<PAGE>   33


(excluding any portion thereof attributable to Shared Principal Collections) and
(c) for each Distribution Date on or after the Class B Expected Final
Distribution Date, the excess, if any, of the Invested Amount over the amount of
Available Investor Principal Collections for such Distribution Date (excluding
any portion thereof attributable to Shared Principal Collections).

        Section 4.11    Determination of LIBOR.

        (a)     On each LIBOR Determination Date, the Trustee shall 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.

        (b)     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.

        (c)     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.

        Section 4.12    Principal Funding Account.

                (a)(i)  The Servicer, for the benefit of the Series 2001-B
        Holders, shall establish and maintain in the name of the Trustee, on
        behalf of the Trust, an Eligible Deposit Account (the "Principal Funding
        Account"), bearing a designation clearly indicating that the funds
        deposited therein are held for the benefit of the Series 2001-B
        Certificateholders. The Principal Funding Account shall initially be
        established by the Trustee.

                (ii)    At the written direction of the Servicer, funds on
        deposit in the Principal Funding Account shall be invested by the
        Trustee in Eligible Investments selected by the Servicer. All such
        Eligible Investments shall be held by the Trustee for the benefit of the
        Series 2001-B Certificateholders; provided that on each Distribution
        Date all interest and other investment income (net of losses and
        investment expenses ) ("Principal Funding Investment Proceeds") on funds
        on deposit therein shall be applied as set forth in paragraph (iii)
        below. Funds on deposit in the Principal Funding Account shall be
        invested in Eligible Investments that will mature so that such funds
        will be available at the close of business on the Transfer Date
        preceding the following Distribution Date. No Eligible Investment shall
        be disposed of prior to its maturity; provided, however, that the
        Trustee may sell, liquidate or dispose of an Eligible Investment before
        its maturity, if so directed in writing by the Servicer, the Servicer
        having reasonably



                                       29
<PAGE>   34


        determined that the interest of the Series 2001-B Certificateholders may
        be adversely affected if such Eligible Investment is held to its
        maturity. Unless the Servicer directs otherwise, funds deposited in the
        Principal Funding Account on a Transfer Date (which immediately precedes
        a Distribution Date) upon the maturity of any Eligible Investments are
        not required to be invested overnight.

                (iii)   On each Distribution Date with respect to the
        Accumulation Period, the Servicer shall direct the Trustee in writing to
        withdraw from the Principal Funding Account and deposit into the
        Collection Account all Principal Funding Investment Proceeds then on
        deposit in the Principal Funding Account, and such Principal Funding
        Investment Proceeds shall be treated as a portion of Class A Available
        Funds for such Distribution Date.

                (iv)    Reinvested interest and other investment income on funds
        deposited in the Principal Funding Account shall not be considered to be
        principal amounts on deposit therein for purposes of this Supplement.

                (v)     The Trustee shall possess all right, title and interest
        in all funds on deposit from time to time in the Principal Funding
        Account and in all proceeds thereof. The Principal Funding Account shall
        be under the sole dominion and control of the Trustee for the benefit of
        the Series 2001-B Certificateholders. If, at any time, the Principal
        Funding Account ceases to be an Eligible Deposit Account, the Trustee
        shall within 10 Business Days (or such longer period, not to exceed 30
        calendar days, as to which each Rating Agency may consent) establish a
        new Principal Funding Account meeting the conditions specified in
        paragraph (a) (i) above as an Eligible Deposit Account and shall
        transfer any cash and/or any investments to such new Principal Funding
        Account.

                (vi)    Pursuant to the authority granted to the Servicer in
        Section 3.01(b) of the Agreement, the Servicer shall have the power,
        revocable by the Trustee, to make withdrawals and payments or to
        instruct the Trustee in writing to make withdrawals and payments from
        the Principal Funding Account for the purposes of carrying out the
        Servicer's or Trustee's duties hereunder. Pursuant to the authority
        granted to the Paying Agent in Section 5.1 of this Supplement and
        Section 6.07 of the Agreement, the Paying Agent shall have the power,
        revocable by the Trustee, to withdraw funds from the Principal Funding
        Account for the purpose of making distributions to the Series 2001-B
        Certificateholders.

        Section 4.13    Accumulation Period. The Accumulation Period is
scheduled to commence on the Accumulation Date; provided, however, that if the
Accumulation Period Length on any Determination Date (determined as described
below) is less than nine months, upon notice to the Trustee, the Seller, each
Rating Agency and the Collateral Interest Holder, the Servicer, at its option,
may elect to modify the date on which the Accumulation Period actually commences
to the first day of the month that is a number of months prior to the month in
which the Class A Expected Final Distribution Date occurs at least equal to the
Accumulation Period Length (so that, as a result, the number of Monthly Periods
in the Accumulation Period will at least equal the Accumulation Period Length);
provided, however, that (i) the length of the



                                       30
<PAGE>   35

Accumulation Period will not be less than one month; and (ii) notwithstanding
any other provision of this Supplement to the contrary, no election to postpone
the commencement of the Accumulation Period shall be made after a Pay Out Event
(as defined in the related Supplement) shall have occurred and is continuing
with respect to any other Series. On each Determination Date, the Servicer will
determine the "Accumulation Period Length," which will mean a number of months
such that the amount available for distribution of principal on the Class A
Certificates on the Class A Expected Final Distribution Date and for
distribution of principal on the Class B Certificates on the Class B Expected
Final Distribution Date will equal or exceed the sum of the Class A Investor
Amount and the Class B Investor Amount, assuming for this purpose that (1) the
payment rate with respect to Collections of Principal Receivables remains
constant at the lowest level of such payment rate during the twelve preceding
Monthly Periods (or such lower payment rate as the Servicer may select), (2) the
total amount of Principal Receivables in the Trust (and the principal amount on
deposit in the Excess Funding Account, if any) remains constant at the level on
such date of determination, (3) no Pay Out Event with respect to any Series will
subsequently occur and (4) no additional Series (other than any Series being
issued on such date of determination) will be subsequently issued. Any notice by
the Servicer electing to modify the commencement of the Accumulation Period
pursuant to this Section 4.13 shall specify (i) the Accumulation Period Length,
(ii) the commencement date of the Accumulation Period and (iii) the Controlled
Accumulation Amount with respect to each Monthly Period during the Accumulation
Period.

        Section 4.14    Reserve Account.

        (a)     The Servicer shall establish and maintain, in the name of the
Trustee, on behalf of the Trust, for the benefit of the Series 2001-B Holders,
an Eligible Deposit Account (the "Reserve Account") bearing a designation
clearly indicating that the funds deposited therein are held for the benefit of
the Series 2001-B Holders. The Reserve Account shall initially be established
with the Trustee. The Trustee shall possess all right, title and interest in all
funds on deposit from time to time in the Reserve Account and in all proceeds
thereof. The Reserve Account shall be under the sole dominion and control of the
Trustee for the benefit of the Series 2001-B Holders. If at any time the Reserve
Account ceases to be an Eligible Deposit Account, the Trustee (or the Servicer
on its behalf) shall within 10 Business Days (or such longer period, not to
exceed 30 calendar days, as to which each Rating Agency may consent) establish a
new Reserve Account meeting the conditions specified above as an Eligible
Deposit Account, and shall transfer any cash and/or any investments to such new
Reserve Account. The Trustee, at the written direction of the Servicer, shall
(i) make withdrawals from the Reserve Account from time to time for the purposes
set forth in this Supplement, and (ii) on each Distribution Date (from and after
the Reserve Account Funding Date) prior to the termination of the Reserve
Account make a deposit into the Reserve Account in the amount specified in, and
otherwise in accordance with, Section 4.7(j).

        (b)     Funds on deposit in the Reserve Account shall be invested at the
written direction of the Servicer by the Trustee in Eligible Investments. Funds
on deposit in the Reserve Account on any Transfer Date, after giving effect to
any withdrawals from the Reserve Account on such Transfer Date, shall be
invested in such investments that will mature so that such funds will be
available for withdrawal on or prior to the immediately succeeding Transfer
Date. The Trustee shall maintain for the benefit of the Series 2001-B Holders
possession of the negotiable


                                       31
<PAGE>   36


instruments or securities, if any, evidencing such Eligible Investments. No
Eligible Investment shall be disposed of prior to its maturity; provided,
however, that the Trustee may sell, liquidate or dispose of an Eligible
Investment before its maturity, if so directed by the Servicer in writing, the
Servicer having reasonably determined that the interest of the Series 2001-B
Holders may be adversely affected if such Eligible Investment is held to its
maturity. On each Distribution Date, all interest and earnings (net of losses
and investment expenses) accrued since the preceding Distribution Date on funds
on deposit in the Reserve Account shall be retained in the Reserve Account (to
the extent that the amount on deposit in the Reserve Account is less than the
Required Reserve Account Amount) and the balance, if any, shall be deposited in
the Collection Account and treated as Collections of Finance Charge Receivables
allocable to Series 2001-B. For purposes of determining the availability of
funds or the balance in the Reserve Account for any reason under this
Supplement, except as otherwise provided in the preceding sentence, investment
earnings on such funds shall be deemed not to be available or on deposit.

        (c)     On the Determination Date preceding each Distribution Date with
respect to the Accumulation Period (prior to the Class B Expected Final
Distribution Date) and the first Special Payment Date, the Servicer shall
calculate the "Reserve Draw Amount" which shall be equal to the excess, if any,
of the Covered Amount with respect to such Distribution Date or Special Payment
Date over the Principal Funding Investment Proceeds with respect to such
Distribution Date or Special Payment Date; provided, that such amount will be
reduced to the extent that funds otherwise would be available for deposit in the
Reserve Account under subsection 4.7(j) with respect to such Distribution Date.

        (d)     In the event that for any Distribution Date the Reserve Draw
Amount is greater than zero, the Reserve Draw Amount, up to the amount on
deposit in the Reserve Account, shall be withdrawn from the Reserve Account on
the related Transfer Date by the Trustee (acting in accordance with the
instructions of the Servicer), deposited into the Collection Account and
included in the Class A Available Funds for such Distribution Date.

        (e)     In the event that the Reserve Account Surplus on any
Distribution Date, after giving effect to all deposits to and withdrawals from
the Reserve Account with respect to such Distribution Date, is greater than
zero, the Trustee, acting in accordance with the written instructions of the
Servicer, shall withdraw from the Reserve Account, and distribute to the
Collateral Interest Holder, an amount equal to such Reserve Account Surplus.

        (f)     Upon the earliest to occur of (i) the termination of the Trust
pursuant to Article XII of the Agreement, (ii) the day on which the Class A
Investor Amount is paid in full to the Class A Certificateholders, (iii) if the
Accumulation Period has not commenced, the occurrence of a Pay Out Event with
respect to Series 2001-B and (iv) if the Accumulation Period has commenced, the
earlier of the first Special Payment Date and the Class A Expected Final
Distribution Date, the Trustee, acting in accordance with the written
instructions of the Servicer, after the prior payment of all amounts owing to
the Series 2001-B Certificateholders which are payable from the Reserve Account
as provided herein, shall withdraw from the Reserve Account and distribute to
the Collateral Interest Holder all amounts, if any, on deposit in the Reserve
Account and the Reserve Account shall be deemed to have terminated for purposes
of this Supplement.


                                       32
<PAGE>   37


                                    ARTICLE V
          Distributions and Reports to Series 2001-B Certificateholders

        Section 5.1     Distributions.

        (a)     On each Distribution Date, the Paying Agent shall distribute to
each Class A Certificateholder of record on the related Record Date (other than
as provided in Section 12.02 of the Agreement) such Class A Certificateholder's
pro rata share of the amounts that are allocated and available on such
Distribution Date to pay interest on the Class A Certificates pursuant to this
Supplement.

        (b)     On each Distribution Date, commencing with the first to occur of
the Class A Expected Final Payment Date and the first Special Payment Date, the
Paying Agent shall distribute to each Class A Certificateholder of record on the
related Record Date (other than as provided in Section 12.02 of the Agreement)
such Class A Certificateholder's pro rata share of the amounts that are on
deposit in the Principal Funding Account or that are otherwise allocated and
available on such date to pay principal of the Class A Certificates pursuant to
this Supplement up to a maximum amount on any such date equal to the Class A
Investor Amount on such date (unless there has been an optional repurchase of
the Certificateholders' Interest pursuant to Section 10.01 of the Agreement, in
which event the foregoing limitation will not apply).

        (c)     On each Distribution Date, the Paying Agent shall distribute to
each Class B Certificateholder of record on the related Record Date (other than
as provided in Section 12.02 of the Agreement) such Class B Certificateholder's
pro rata share of the amounts that are allocated and available on such
Distribution Date to pay interest on the Class B Certificates pursuant to this
Supplement.

        (d)     On each Distribution Date, commencing with the Class B Principal
Commencement Date, the Paying Agent shall distribute to each Class B
Certificateholder of record on the related Record Date (other than as provided
in Section 12.02 of the Agreement) such Class B Certificateholder's pro rata
share of the amounts that are on deposit in the Principal Funding Account (after
payments have been made to the Class A Certificateholders as provided in (b)
above) or that are otherwise allocated and available on such date to pay
principal of the Class B Certificates pursuant to this Supplement up to a
maximum amount on any such date equal to the Class B Investor Amount on such
date (unless there has been an optional repurchase of the Certificateholders'
Interest pursuant to Section 10.01 of the Agreement, in which event the
foregoing limitation will not apply).

        (e)     On each Transfer Date, the Trustee shall distribute to the
Collateral Interest Holder the aggregate amount payable to the Collateral
Interest Holder pursuant to Sections 4.5, 4.7 and 4.14 to the Collateral
Interest Holder's account, as specified in writing by the Collateral Interest
Holder, in immediately available funds.



                                       33
<PAGE>   38

        (f)     The distributions to be made pursuant to this Section 5.1 are
subject to the provisions of Sections 2.06, 9.02, 10.01 and 12.02 of the
Agreement and Sections 8.1 and 8.2 of this Supplement.

        (g)     Except as provided in Section 12.02 of the Agreement with
respect to a final distribution, distributions to Series 2001-B
Certificateholders hereunder shall be made by check mailed to each Series 2001-B
Certificateholder at such Series 2001-B Certificateholder's address appearing in
the Certificate Register without presentation or surrender of any Series 2001-B
Certificate or the making of any notation thereon; provided, however, that with
respect to Series 2001-B Certificates registered in the name of a Clearing
Agency, such distributions shall be made to such Clearing Agency in immediately
available funds.

        Section 5.2     Certificates and Statements.

        (a)     Not later than each Determination Date, the Servicer shall
deliver to the Trustee, the Paying Agent, each Rating Agency and the Collateral
Interest Holder, a certificate substantially in the form of Exhibit B prepared
by the Servicer.

        (b)     On each Distribution Date, the Paying Agent, on behalf of the
Trustee, shall forward to each Series 2001-B Certificateholder a statement
substantially in the form of Exhibit C prepared by the Servicer.

        (c)     A copy of each statement or certificate provided pursuant to
paragraph (a) or (b) may be obtained by any Series 2001-B Certificateholder or
any Certificate Owner thereof by a request in writing to the Servicer.

        (d)     On or before January 31 of each calendar year, beginning with
calendar year 2002, the Paying Agent, on behalf of the Trustee, shall furnish or
cause to be furnished to each Person who at any time during the preceding
calendar year was a Series 2001-B Certificateholder, a statement prepared by the
Servicer containing the information which is required to be contained in the
statement to Series 2001-B Certificateholders, as set forth in paragraph (b)
above, aggregated for such calendar year or the applicable portion thereof
during which such Person was a Series 2001-B Certificateholder, together with
other information as is required to be provided by an issuer of indebtedness
under the Internal Revenue Code. Such obligation of the Servicer shall be deemed
to have been satisfied to the extent that substantially comparable information
shall be provided by the Paying Agent pursuant to any requirements of the
Internal Revenue Code as from time to time in effect.


                                   ARTICLE VI
                          Series 2001-B Pay Out Events

        Section 6.1     Series 2001-B Pay Out Events. If any one of the
following events (each, a "Series Pay Out Event") shall occur with respect to
Series 2001-B:

        (a)     failure on the part of the Seller (A) to make any payment or
deposit required by the terms of the Agreement on or before the date occurring
five Business Days after


                                       34
<PAGE>   39


the date such payment or deposit is required to be made herein or (B) duly to
observe or perform in any material respect any other covenants or agreements of
the Seller set forth in the Agreement which has a material adverse effect on the
Series 2001-B Holders (which determination shall be made, for so long as the
Collateral Invested Amount is greater than zero, without reference to whether
any funds are available pursuant to Series Enhancement) and continues unremedied
for a period of 60 days after the date on which written notice of such failure,
requiring the same to be remedied, shall have been given to the Seller by the
Trustee, or to the Seller and the Trustee by Series 2001-B Holders aggregating
not less than 50% of the outstanding principal balance of the Series 2001-B;

        (b)     any representation or warranty made by the Seller in the
Agreement or any information contained in a computer file or microfiche list
required to be delivered by the Servicer on behalf of the Seller pursuant to
Section 2.01 or 2.08 of the Agreement (A) shall prove to have been incorrect in
any material respect when made or when delivered, which continues to be
incorrect in any material respect for a period of 60 days after the date on
which written notice of such failure, requiring the same to be remedied, shall
have been given to the Seller by the Trustee, or to the Seller and the Trustee
by Holders of the Series 2001-B Certificates aggregating not less than 50% of
the outstanding principal balance of the Series 2001-B Certificates and (B) as a
result of which the interests of the Series 2001-B Certificateholders are
materially and adversely affected (which determination shall be made, for so
long as the Collateral Invested Amount is greater than zero, without reference
to whether any funds are available pursuant to any Series Enhancement);
provided, however, that a Series Pay Out Event pursuant to this subparagraph (b)
shall not be deemed to occur hereunder if the Seller has accepted reassignment
of the related Receivable, or all of such Receivables, if applicable, during
such period (or such longer period as the Trustee may specify) in accordance
with the provisions hereof and of the Agreement;

        (c)     (1) with respect to the last day of any prior Monthly Period
during which the Seller Amount is less than the Required Seller Amount, the
failure of the Seller to convey on or prior to the Required Designation Date
Receivables in Additional Accounts to the Trust such that the Seller Amount
shall be at least equal to the Required Seller Amount as of the close of
business on the applicable Addition Date; or (2) with respect to the last day of
any prior Monthly Period during which the aggregate amount of Principal
Receivables is less than the Required Principal Balance as of such day, the
failure of the Seller to convey on or prior to the Required Designation Date
Receivables in Additional Accounts to the Trust such that the aggregate amount
of the Principal Receivables shall be at least equal to the Required Principal
Balance as of the close of business on the applicable Addition Date;

        (d)     the Net Portfolio Yield averaged over three consecutive Monthly
Periods is less than the Base Rate averaged over such period;

        (e)     any Servicer Default shall occur which would have a material
adverse effect on the Series 2001-B Certificateholders (which determination
shall be made, for so long as the Collateral Invested Amount is greater than
zero, without reference to whether any funds are available pursuant to any
Series Enhancement); or


                                       35
<PAGE>   40


        (f)     the Class A Investor Amount shall not be paid in full on the
Class A Expected Final Distribution Date or the Class B Investor Amount shall
not be paid in full on the Class B Expected Final Distribution Date or the
Collateral Invested Amount shall not be paid in full on the Collateral Expected
Final Distribution Date;

then, in the case of any event described in subparagraph (a), (b) or (e), after
the applicable grace period, if any, set forth in such subparagraphs, either the
Trustee or the holders of Investor Certificates (including the Collateral
Interest Holder) of Series 2001-B evidencing more than 50% of the aggregate
unpaid principal amount of such Investor Certificates (including the Collateral
Interest) by notice then given in writing to the Seller and the Servicer (and to
the Trustee if given by the Holders of Investor Certificates (including the
Collateral Interest Holder) of Series 2001-B) may declare that a Pay Out Event
has occurred with respect to Series 2001-B as of the date of such notice, and,
in the case of any event described in subparagraph (c), (d) or (f) a Pay Out
Event shall occur with respect to Series 2001-B without any notice or other
action on the part of the Trustee or Holders of Investor Certificates (including
the Collateral Interest Holder) of Series 2001-B immediately upon the occurrence
of such event.


                                   ARTICLE VII
                     Optional Repurchase; Series Termination

        Section 7.1     Optional Repurchase. On any day occurring on or after
the date on which the Investor Amount is reduced to 5% or less of the Initial
Invested Amount, the Seller shall have the option to purchase the interest of
the Series 2001-B Holders, at a purchase price equal to (i) if such day is a
Distribution Date, the Reassignment Amount for such Distribution Date or (ii) if
such day is not a Distribution Date, the Reassignment Amount for the
Distribution Date following such day.

        Section 7.2     Series Termination.

        (a)     If, on the October 2008 Distribution Date, the Investor Amount
(after giving effect to all changes therein on such date) would be greater than
zero, the Servicer, on behalf of the Trustee, shall, within the 40-day period
which begins on such Distribution Date, solicit bids for the sale of Principal
Receivables and the related Finance Charge Receivables (or interests therein) in
an amount equal to the Investor Amount and accrued and unpaid interest thereon
at the close of business on the last day of the Monthly Period preceding the
Series Termination Date (after giving effect to all distributions required to be
made on the Series Termination Date, except pursuant to this Section 7.2;
provided, however that in no event shall such amount exceed the Series
Percentage of Receivables on the Series Termination Date). Such bids shall
require that such sale shall (subject to Section 7.2(b)) occur on the Series
Termination Date. The Seller and the Collateral Interest Holder shall be
entitled to participate in, and to receive from the Trustee a copy of each other
bid submitted in connection with, such bidding process.

        (b)     The Servicer, on behalf of the Trustee, shall sell such
Receivables (or interests therein) on the Series Termination Date to the bidder
who made the highest cash purchase offer. The proceeds of any such sale shall be
treated as Collections on the Receivables


                                       36
<PAGE>   41


allocated to Series 2001-B pursuant to the Agreement and this Supplement;
provided, however, that the Servicer shall determine conclusively the amount of
such proceeds which are allocable to Finance Charge Receivables and the amount
of such proceeds which are allocable to Principal Receivables. During the period
from the October 2008 Distribution Date to the Series Termination Date, the
Servicer shall continue to collect payments on the Receivables and allocate and
deposit such collections in accordance with the provisions of the Agreement and
the Supplements.


                                  ARTICLE VIII
                               Final Distributions

        Section 8.1     Sale of Receivables or Certificateholders' Interest
Pursuant to Section 2.06 or 10.01 of the Agreement.


        (a)     Purchase Price. The amount to be paid with respect to Series
2001-B in connection with (i) a reassignment of Receivables to the Seller
pursuant to Section 2.06 of the Agreement or (ii) a repurchase of the
Certificateholders' Interest pursuant to Section 10.01 of the Agreement shall
equal the Reassignment Amount for the first Distribution Date following the
Monthly Period in which the reassignment obligation arises under the Agreement.

        (b)     Distributions Pursuant to Section 7.1 or 7.2 of this Supplement
and Section 10.01 of the Agreement. With respect to the Reassignment Amount
deposited into the Collection Account pursuant to Section 7.1 or 8.1(a) or any
amounts allocable to Series 2001-B deposited into the Collection Account
pursuant to Section 7.2, the Trustee shall, not later than 3:00 p.m. New York
City time, on the related Distribution Date, make deposits or distributions of
the following amounts (in the priority set forth below and, in each case, after
giving effect to any deposits and distributions otherwise to be made on such
date) in immediately available funds: (i) (x) the Class A Investor Amount on
such Distribution Date will be distributed to the Paying Agent for payment to
the Class A Certificateholders and (y) an amount equal to the sum of (A) Class A
Monthly Interest for such Distribution Date, (B) any Class A Monthly Interest
previously due but not distributed to the Class A Certificateholders on a prior
Distribution Date and (C) the amount of Class A Additional Interest, if any, for
such Distribution Date and any Class A Additional Interest previously due but
not distributed to the Class A Certificateholders on any prior Distribution
Date, will be distributed to the Paying Agent for payment to the Class A
Certificateholders, (ii) (x) the Class B Investor Amount on such Distribution
Date will be distributed to the Paying Agent for payment to the Class B
Certificateholders and (y) an amount equal to the sum of (A) Class B Monthly
Interest for such Distribution Date, (B) any Class B Monthly Interest previously
due but not distributed to the Class B Certificateholders on a prior
Distribution Date and (C) the amount of Class B Additional Interest, if any, for
such Distribution Date and any Class B Additional Interest previously due but
not distributed to the Class B Certificateholders on any prior Distribution
Date, will be distributed to the Paying Agent for payment to the Class B
Certificateholders and (iii) all remaining amounts will be distributed to the
Collateral Interest Holder.

        (c)     Notwithstanding anything to the contrary in this Supplement or
the Agreement, all amounts distributed to the Paying Agent pursuant to Section
8.1(b) for payment


                                       37
<PAGE>   42


to the Series 2001-B Certificateholders shall be deemed distributed in full to
the Series 2001-B Certificateholders on the date on which such funds are
distributed to the Paying Agent pursuant to this Section and shall be deemed to
be a final distribution pursuant to Section 12.02 of the Agreement.

        Section 8.2 Distribution of Proceeds of Sale, Disposition or Liquidation
of the Receivables Pursuant to Section 9.02 of the Agreement.

        (a)     Not later than 12:00 noon, New York City time, on the
Distribution Date following the date on which the Insolvency Proceeds are
deposited into the Collection Account pursuant to Section 9.02(b) of the
Agreement, the Trustee shall (in the following priority and, in each case, after
giving effect to any deposits and distributions otherwise to be made on such
Distribution Date) (i) deduct an amount equal to the Class A Investor Amount on
such Distribution Date from the portion of the Insolvency Proceeds allocated to
Collections of Principal Receivables and distribute such amount to the Paying
Agent for payment to the Class A Certificateholders, provided that the amount of
such distribution shall not exceed the product of (x) the portion of the
Insolvency Proceeds allocated to Collections of Principal Receivables and (y)
the Principal Allocation Percentage with respect to the related Monthly Period,
(ii) deduct an amount equal to the Class Investor Amount on such Distribution
Date from the portion of the Insolvency Proceeds allocated to Collections of
Principal Receivables and distribute such amount to the Paying Agent for payment
to the Class B Certificateholders, provided that the amount of such distribution
shall not exceed (x) the product of (A) the portion of such Insolvency Proceeds
allocated to Collections of Principal Receivables and (B) the Principal
Allocation Percentage with respect to the related Monthly Period minus (y) the
amount distributed to the Paying Agent pursuant to clause (i) of this sentence
and (iii) distribute the remaining amount of the Insolvency Proceeds to the
Collateral Interest Holder.

        (b)     Not later than 12:00 noon, New York City time, on such
Distribution Date, the Trustee shall (in the following priority and, in each
case, after giving effect to any deposits and distributions otherwise to be made
on such Distribution Date) (i) deduct an amount equal to the sum of (w) Class A
Monthly Interest for such Distribution Date, (x) any Class A Monthly Interest
previously due but not distributed to the Class A Certificateholders on a prior
Distribution Date and (y) the amount of Class A Additional Interest, if any, for
such Distribution Date and any Class A Additional Interest previously due but
not distributed to the Class A Certificateholders on a prior Distribution Date
from the portion of the Insolvency Proceeds allocated to Collections of Finance
Charge Receivables and distribute such amount to the Paying Agent for payment to
the Class A Certificateholders, provided that the amount of such distribution
shall not exceed the product of (x) the portion of the Insolvency Proceeds
allocated to Collections of Finance Charge Receivables, (y) the Floating
Allocation Percentage with respect to the related Monthly Period and (z) the
Class A Floating Percentage with respect to such Monthly Period and (ii) deduct
an amount equal to the sum of (w) Class B Monthly Interest for such Distribution
Date, (x) Class B Monthly Interest previously due but not distributed to the
Class B Certificateholders and (y) the amount of Class B Additional Interest, if
any, for such Distribution Date and any Class B Additional Interest previously
due but not distributed to the Class B Certificateholders on a prior
Distribution Date from the portion of the Insolvency Proceeds allocated to
Collections of Finance Charge Receivables and distribute such amount to the
Paying Agent for payment to the Class B Certificateholders, provided that the
amount of such


                                       38
<PAGE>   43



distribution shall not exceed the product of (x) the portion of the Insolvency
Proceeds allocated to Collections of Finance Charge Receivables, (y) the
Floating Allocation Percentage with respect to the related Monthly Period and
(z) the Class B Floating Percentage with respect to such Monthly Period. To the
extent that the product of (A) the portion of the Insolvency Proceeds allocated
to Collections of Finance Charge Receivables and (B) the Floating Allocation
Percentage with respect to the related Monthly Period exceeds the aggregate
amount distributed to the Paying Agent pursuant to the preceding sentence, the
excess shall be distributed to the Collateral Interest Holder.

        (c)     Notwithstanding anything to the contrary in this Supplement or
the Agreement, all amounts distributed to the Paying Agent pursuant to this
Section for payment to the Series 2001-B Certificateholders shall be distributed
in full to the Series 2001-B Certificateholders on the date on which funds are
distributed to the Paying Agent pursuant to this Section and shall be deemed to
be a final distribution pursuant to Section 12.02 of the Agreement.

        Section 8.3     Instructions Pursuant to Section 9.02(a) of the
Agreement. The Holders of Investor Certificates of Series 2001-B evidencing more
than 50% of the Investor Amount of each Class (including the Collateral
Interest) shall not be considered as having disapproved of any liquidation of
the Receivables and to continue transferring Principal Receivables to the Trust
pursuant to Section 9.02(a) of the Agreement unless Holders of more than 50% of
the Investor Amount of each of the Class A Certificates, the Class B
Certificates and the Collateral Interest instruct the Trustee to such effect in
the manner required pursuant to Section 9.02(a) of the Agreement.


                                   ARTICLE IX
                                  Certificates

        Section 9.1     Book-Entry Certificates. The Class A Certificates and
the Class B Certificates shall be delivered as Book-Entry Certificates. The
Clearing Agency for the Class A Certificates and the Class B Certificates shall
be The Depository Trust Company, and the Class A Certificates and the Class B
Certificates shall be initially registered in the name of Cede & Co., its
nominee.

                                    ARTICLE X
                            Miscellaneous Provisions

        Section 10.1.   Certain Matters Regarding the Collateral Interest
Holder. Amounts payable to the Collateral Interest Holder hereunder shall be
applied in accordance with the provisions of the Transfer Agreement.

        Section 10.2    Ratification of Agreement. As supplemented by this
Supplement, the Agreement is in all respects ratified and confirmed and the
Agreement as so supplemented by this Supplement shall be read, taken and
construed as one and the same instrument.


                                       39
<PAGE>   44

        Section 10.3    Counterparts. This Supplement 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 10.4    GOVERNING LAW. THIS SUPPLEMENT 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.

        Section 10.5    Notices. All directions, notices and instructions to the
Trustee shall be in writing (which may be facsimile).

        Section 10.6    Amendments. This Supplement may be amended by the Seller
without the consent of the Servicer, the Trustee or any Investor
Certificateholder if the Seller provides the Trustee with (i) an Opinion of
Counsel to the effect that such amendment or modification would reduce the risk
that the Trust would be treated as taxable as a publicly traded partnership
pursuant to Code section 7704 and (ii) an Officer's Certificate that such
amendment or modification would not materially and adversely affect any Investor
Certificateholder; provided that no such amendment shall be deemed effective
without (i) the Trustee's consent, if the Trustee's rights, duties and
obligations hereunder are thereby modified and (ii) the Trustee having obtained
written assurance that such amendment or modification will not, by itself, lower
the current ratings on the Series 2001-B Certificates. The Seller shall provide
the Rating Agencies with prior written notice of any such amendment or
modification.

        Section 10.7.   Uncertificated Securities. The Collateral Interest shall
be delivered in uncertificated form.

        Section 10.8.   Transfers of the Collateral Interest.

        (a)     Unless otherwise consented to by the Seller, no portion of the
Collateral Interest or any interest therein may be sold, conveyed, assigned,
hypothecated, pledged, participated, exchanged or otherwise transferred (each, a
"Transfer") except in accordance with this Section 10.8 and only to a Permitted
Assignee. Any attempted or purported transfer, assignment, exchange, conveyance,
pledge, hypothecation or grant other than to a Permitted Assignee shall be void.
Unless otherwise consented to by the Seller, no portion of the Collateral
Interest or any interest therein may be Transferred to any Person (each such
Person acquiring the Collateral Interest or any interest therein, an "Assignee")
unless such Assignee shall have executed and delivered to the Seller on or
before the effective date of any Transfer a letter substantially in the form
attached hereto as Exhibit D (an "Investment Letter"), executed by such
Assignee, with respect to the related Transfer to such Assignee of all or a
portion of the Collateral Interest.

        (b)     Each Assignee will certify that the Collateral Interest or the
interest therein purchased by such Assignee will be acquired for investment only
and not with a view to any public distribution thereof, and that such Assignee
will not offer to sell or otherwise dispose




                                       40
<PAGE>   45


of the Collateral Interest or any interest therein so acquired by it in
violation of any of the registration requirements of the Securities Act, or any
applicable state or other securities laws. Each Assignee will acknowledge and
agree that (i) it has no right to require the Seller to register under the
Securities Act or any other securities law the Collateral Interest or the
interest therein to be acquired by the Assignee and (ii) the sale of the
Collateral Interest is not being made by means of the prospectus prepared in
connection with the sale of the Series 2001-B Certificates. Each Assignee will
agree with the Seller that: (a) such Assignee will deliver to the Seller on or
before the effective date of any Transfer an Investment Letter, executed by such
Assignee with respect to the purchase by such Assignee of all or a portion of
the Collateral Interest and (b) all of the statements made by such Assignee in
its Investment Letter shall be true and correct as of the date made.

        (c)     No portion of the Collateral Interest or any interest therein
may be Transferred, and each Assignee will certify that it is not, (a) an
"employee benefit plan" (as defined in Section 3(3) of ERISA) which is subject
to ERISA, (b) any "plan" (as defined in Section 4975(e)(1) of the Code),
including individual retirement accounts and Keogh plans, which is subject to
Section 4975 of the Code or (c) any other entity whose underlying assets include
"plan assets" (within the meaning of Department of Labor Regulation Section
2510.3-101 or otherwise under ERISA) by reason of any such plan's investment in
the entity, including, without limitation, an insurance company general account.

        (d)     This Section 10.8 shall not apply to the transfer and pledge of
the Collateral Interest on the Closing Date by the Bank pursuant to the Transfer
Agreement or by Fleet Secured Note Trust 2001-B to the Indenture Trustee (as
defined in the Transfer Agreement) pursuant to the Indenture (as defined in the
Transfer Agreement).


                           [Signature Page to Follow]




                                       41
<PAGE>   46




        IN WITNESS WHEREOF, the undersigned have caused this Supplement to be
duly executed and delivered by their respective duly authorized officers on the
day and year first above written.


                           FLEET BANK (RI), NATIONAL ASSOCIATION,
                              Seller and Servicer,


                           By:   /s/ Jeffrey A. Lipson
                                 ----------------------------------------
                                Name:  Jeffrey A. Lipson
                                Title: Vice President



                           BANKERS TRUST COMPANY,
                                Trustee


                           By: /s/ Peter Becker
                               ------------------------------------------
                               Name:  Peter Becker
                               Title: Assistant Vice President






                  [Signature Page for Series 2001-B Supplement]



<PAGE>   47
                                                                     EXHIBIT A-1
                                                                   TO SUPPLEMENT


REGISTERED

                        FLEET CREDIT CARD MASTER TRUST II
                     CLASS A 5.60% ASSET-BACKED CERTIFICATE,
                                  SERIES 2001-B


               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. __________________
                                                             $__________________


               (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, as further
amended by Amendment Number 3, dated as of February 20, 1998, as further amended
by Amendment Number 4, dated as of May 14, 1999, as further amended by Amendment
Number 5, dated as of December 29, 2000, and as further amended by Amendment No.
6, dated as of March 30, 2001, 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

<PAGE>   48

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 2001-B Supplement, dated
as of June 27, 2001, by and between the Bank, as Seller and Servicer, and the
Trustee. The Amended and Restated Pooling and Servicing Agreement, the Series
2001-B 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.




------------------------
*       VISA and MasterCard are registered trademarks of VISA USA, Inc., and
        MasterCard International, respectively.



                                     A-1-2
<PAGE>   49

               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, by
acceptance of its Certificate, agrees to treat the Series 2001-B 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 June 2006 Distribution Date
but may be paid earlier. Subject to prior termination as provided in the
Agreement, the interest of the Series 2001-B Certificateholders in the Trust
will terminate following the earliest of (i) the date on which the Investor
Amount is paid in full, (ii) the December 2008 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 5.60% Asset Backed Certificates, Series 2001-B" (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 Collateral Interest Holder, in part to the
Holders of Investor Certificates of all other Series and in part to the Seller
as Holder of the Sellers' Interest. The Sellers' Interest represents the
interest in the Principal Receivables not represented by the Investor
Certificates.

               The aggregate interest represented by the Series 2001-B
Certificates and the Collateral Interest 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 $800,000,000. The Invested Amount for any date will
equal the sum of the Class A Invested Amount, the Class B Invested Amount and
the Collateral Invested Amount. The Class A Initial Invested Amount is
$684,000,000. 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


                                     A-1-3
<PAGE>   50

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 Initial
Invested 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
August 15, 2001, in an amount equal to one-twelfth of the product of (i) the
Class A Certificate Rate, and (ii) the outstanding principal amount of the Class
A Certificates as of the preceding Record Date; provided, however, with respect
to the August 2001 Distribution Date, the amount of interest distributed on the
Class A Certificates will be $5,107,200.

               The Class A Certificates will bear interest at the rate of 5.60%
per annum (the "Class A Certificate Rate").

               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 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, FleetBoston Financial, 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


                                     A-1-4
<PAGE>   51

not result in a reduction or withdrawal of the rating of the Series 2001-B
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.

               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.

                                     A-1-5
<PAGE>   52

               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.








                                     A-1-6
<PAGE>   53


               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:  June 27, 2001


                                     A-1-7
<PAGE>   54

        ----------

                                   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.




                                     A-1-8
<PAGE>   55



                                                                     EXHIBIT A-2
                                                                   TO SUPPLEMENT


REGISTERED

                        FLEET CREDIT CARD MASTER TRUST II
                     CLASS B 5.90% ASSET-BACKED CERTIFICATE,
                                  SERIES 2001-B

               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. __________________
                                                             $__________________


               (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, as further amended
by Amendment Number 3, dated as of February 20, 1998, as further amended by
Amendment Number 4, dated as of May 14, 1999, as further amended by Amendment
Number 5, dated as of December 29, 2000, and as further amended by Amendment
Number 6, dated as of March 30,



<PAGE>   56


2001, 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 2001-B Supplement, dated
as of June 27, 2001, by and between the Bank, as Seller and Servicer, and the
Trustee. The Amended and Restated Pooling and Servicing Agreement, the Series
2001-B 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 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.

---------------------------
*       VISA and MasterCard are registered trademarks of VISA USA, Inc., and
        MasterCard International, respectively.


                                     A-2-2
<PAGE>   57

               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 2001-B 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 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 June 2006 Distribution Date, but may be paid earlier. Subject to
prior termination as provided in the Agreement, the interest of the Series
2001-B 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 December
2008 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 5.90% Asset Backed Certificates, Series 2001-B" (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 Collateral Interest Holder, in part to
the Holders of Investor Certificates of all other Series and in part to the
Seller as Holder of the Sellers' Interest. The Sellers' Interest represents 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 2001-B
Certificates and the Collateral Interest 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 $800,000,000. The Invested Amount for any date will
equal the sum of the Class A Invested Amount, the Class B Invested Amount and
the Collateral


                                     A-2-3
<PAGE>   58

Invested Amount. The Class B Initial Invested Amount is $48,000,000. 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 on or 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) 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
August 15, 2001, in an amount equal to one-twelfth of the product of (i) the
Class B Certificate Rate, and (ii) the outstanding principal amount of the Class
B Certificates as of the preceding Record Date; provided, however, with respect
to the August 2001 Distribution Date, the amount of interest distributed on the
Class B Certificate will be $377,600.

               The Class B Certificates will bear interest at the rate of 5.90%
per annum (the "Class B Certificate Rate").

               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 (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 on the Class B Expected Final Distribution Date or
the first Distribution Date with respect to the Rapid Amortization Period
provided that no such amounts shall be paid to the Class B Certificates until
the Class A Certificates are 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.

                                     A-2-4
<PAGE>   59

               This Class B Certificate does not represent an obligation of, or
an interest in, FleetBoston Financial, 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 2001-B 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.

               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

                                     A-2-5
<PAGE>   60

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 (a) an "employee benefit plan" (as defined in Section 3(3) of ERISA)
which is subject to ERISA, (b) any "plan" (as defined in Section 4975(e)(1) of
the Code), including individual retirement accounts and Keogh plans, which is
subject to Section 4975 of the Code or (c) any other entity whose underlying
assets include "plan assets" (within the meaning of Department of Labor
Regulation Section 2510.3-101 or otherwise under ERISA) by reason of any such
plan's investment in the entity (a "Benefit Plan"), other than an insurance
company which is investing assets of its general account and satisfies the
conditions applicable under Sections I and III of U.S. Department of Labor
Prohibited Transaction Class Exemption 95-60. 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 or that it is an insurance company which
satisfies the conditions specified above. 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 or that
it is an insurance company which satisfies the conditions specified above.

               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.



                                     A-2-6
<PAGE>   61

               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.

                                       BANKERS TRUST COMPANY,
                                        as Trustee,


                                       By:
                                          ------------------------------
                                          Authorized Officer

Dated:  June 27, 2001


                                     A-2-7
<PAGE>   62

                                   ----------

                                   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.





                                     A-2-8
<PAGE>   63

                                                                       EXHIBIT B
                                                                   TO SUPPLEMENT


                        MONTHLY PAYMENT INSTRUCTIONS AND
                          NOTIFICATION TO THE TRUSTEE

                     FLEET BANK (RI), NATIONAL ASSOCIATION


                         ------------------------------


                       FLEET CREDIT CARD MASTER TRUST II
                                 Series 2001-B

                         ------------------------------

The undersigned, a duly authorized representative of 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), as Seller and Servicer 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, as further
amended by Amendment Number 3, dated as of February 20, 1998, as further amended
by Amendment Number 4, dated May 14, 1999, as further amended by Amendment
Number 5, dated as of December 29, 2000, and as further amended by Amendment
Number 6, dated as of March 30, 2001, 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 2001-B Supplement, dated as of June 27, 2001, by and
between the Bank, as Seller and Servicer, and the Trustee does hereby certify as
follows:

                A) Capitalized terms used in this Certificate have their
respective meanings set forth in the Agreement. References herein to certain
sections are references to the respective sections of the Agreement.

                B) The Bank is Servicer under the Agreement.

                C) The undersigned is a Servicing Officer.

                D) The date of this notice is a Determination Date under the
Agreement.



<PAGE>   64



I.      APPLICATION OF CLASS A AVAILABLE FUNDS, CLASS B AVAILABLE FUNDS,
        COLLATERAL AVAILABLE FUNDS AND AVAILABLE INVESTOR PRINCIPAL COLLECTIONS.

        Pursuant to the Supplement, the Servicer does hereby instruct the
        Trustee (i) to make the following withdrawals from the Collection
        Account with respect to the Distribution Date and (ii) to apply the
        proceeds of such withdrawals in accordance with referenced Sections of
        the Supplement:


<TABLE>
<S>                                                                           <C>
        A)      Class A Available Funds (Section 4.5(a)):
                -----------------------------------------

                (1)     Class A Monthly Interest...........................   $
                                                                               ----------

                (2)     Overdue Class A Monthly Interest...................   $
                                                                               ----------

                (3)     Class A Additional Interest........................   $
                                                                               ----------

                (4)     Class A Servicing Fee..............................   $
                                                                               ----------

                (5)     Overdue Class A Servicing Fee......................   $
                                                                               ----------

                (6)     Class A Investor Default Amount (to be treated as
                        Available Investor Principal Collections)..........   $
                                                                               ----------

                (7)     Excess Spread......................................   $
                                                                               ----------

        B)      Class B Available Funds (Section 4.5(b)):
                -----------------------------------------

                (1)     Class B Monthly Interest...........................   $
                                                                               ----------

                (2)     Overdue Class B Monthly Interest...................   $
                                                                               ----------

                (3)     Class B Additional Interest........................   $
                                                                               ----------

                (4)     Class B Servicing Fee..............................   $
                                                                               ----------

                (5)     Overdue Class B Servicing Fee......................   $
                                                                               ----------

                (6)     Excess Spread......................................   $
                                                                               ----------

        C)      Collateral Available Funds (Section 4.5(c))
                -------------------------------------------

                (1)     If the Bank or Trustee is not the Servicer,
                        Collateral Servicing Fee, if any...................   $
                                                                               ----------

                (2)     Overdue Collateral Servicing Fee, if any...........   $
                                                                               ----------

                (3)     Excess Spread......................................   $
                                                                               ----------
</TABLE>



                                       B-2
<PAGE>   65


<TABLE>
<S>                                                                           <C>
        D)      Available Investor Principal Collections (Sections 4.5(d) and (e)):
                -------------------------------------------------------------------

                (1)     Class A Monthly Principal..........................   $
                                                                               ----------

                (2)     Class B Monthly Principal..........................   $
                                                                               ----------

                (3)     Collateral Monthly Principal.......................   $
                                                                               ----------

                (4)     Shared Principal Collections (available for other
                        Series in Group One or the Holders of the Seller
                        Certificates)......................................   $
                                                                               ----------

        E)      Excess Spread (Section 4.7):
                ----------------------------

                (1)     Class A Required Amount, if any....................   $
                                                                               ----------

                (2)     Class A Investor Charge-Offs (to be treated as
                        Available Investor Principal Collections)..........   $
                                                                               ----------

                (3)     Portion of Class B Required Amount, if any.........   $
                                                                               ----------

                (4)     Class B Investor Default Amount (to be treated as
                        Available Investor Principal Collections)..........   $
                                                                               ----------

                (5)     Reimbursement of prior reductions in Class B
                        Invested Amount (to be treated as Available
                        Investor Principal Collections)....................   $
                                                                               ----------

                (6)     Collateral Minimum Monthly Interest, Overdue
                        Collateral Minimum Monthly Interest and Collateral
                        Additional Interest................................   $
                                                                               ----------

                (7)     Any Collateral Servicing Fee and any unpaid
                        Collateral Servicing Fee...........................   $
                                                                               ----------

                (8)     Collateral Default Amount (to be treated as
                        Available Investor Principal Collections)..........   $
                                                                               ----------

                (9)     Reimbursement of prior reductions in Collateral
                        Invested Amount (to be treated as Available
                        Investor Principal Collections)....................   $
                                                                               ----------

                (10)    Excess of Required Reserve Account Amount over the
                        amount on deposit in Reserve Account...............   $
                                                                               ----------

                (11)    Amounts due to Collateral Interest Holder..........   $
                                                                               ----------
</TABLE>



                                       B-3
<PAGE>   66


<TABLE>
<S>                                                                           <C>
        F)      Reallocated Principal Collections (Section 4.8):
                ------------------------------------------------

                (1)     Payable in respect of Class A Required Amount......   $
                                                                               ----------

                (2)     Payable in respect of Class B Required Amount......   $
                                                                               ----------

                (3)     Balance (to be treated as Available Investor
                        Principal Collections).............................   $
                                                                               ----------

        G)      Excess Finance Charges (Section 4.9):
                -------------------------------------

                (1)     Finance Charge Shortfall for Series 2001-B.........   $
                                                                               ----------

                (2)     Excess Finance Charges from other Series in Group
                        One allocated to Series 2001-B.....................   $
                                                                               ----------

        H)      Shared Principal Collections (Section 4.10):
                --------------------------------------------

                (1)     Principal Shortfall for Series 2001-B..............   $
                                                                               ----------

                (2)     Shared Principal Collections from other Series in
                        Group One allocated to Series 2001-B...............   $
                                                                               ----------

                                                                              $
                                                                               ----------
        I)      Distributions to Holders of Class A Certificates, Class B Certificates
                and Collateral Interest (Sections 4.5 and 5.1)
                ----------------------------------------------

                (1)     Interest Distributable to Holders of the Class A
                        Certificates on Distribution Date..................   $
                                                                               ----------

                (2)     Interest Distributable to Holders of the Class B
                        Certificates on Distribution Date..................   $
                                                                               ----------

                (3)     Amount Distributable as interest to the
                        Collateral Interest Holders on the Transfer
                        Date (Collateral Minimum Monthly Interest
                        under Section 4.7(f) plus other amounts
                        payable to the Collateral Interest
                        Holder under 4.7(k) and 4.14)......................   $
                                                                               ----------

                (4)     Principal Distributable to the Class A
                        Certificateholders on Distribution Date............   $
                                                                               ----------

                (5)     Principal Distributable to the Class B
                        Certificateholder on Distribution Date.............   $
                                                                               ----------

                (6)     Principal Distributable to the Collateral Interest
                        Holder on Transfer Date............................   $
                                                                               ----------

                (7)     Principal Collections distributable to Fleet          $
                                                                               ----------
</TABLE>



                                       B-4
<PAGE>   67


<TABLE>
<S>                                                                           <C>
                        Bank (RI), National Association as holder of the
                        Sellers Certificate on Distribution Date...........

        J)      Distributions to Noteholders and to Fleet Bank (RI), National Association
                under the Transfer Agreement (Section 3.02 of Transfer Agreement)
                -----------------------------------------------------------------

                (1)     Interest Distributable to Noteholders on Payment
                        Date...............................................   $
                                                                               ----------

                (2)     Principal Distributable to Noteholders on Payment
                        Date...............................................   $
                                                                               ----------

                (3)     Amount Distributable to Fleet Bank (RI),
                        National Association, as Transferor on Payment
                        Date (Section 3.02(a)(vi) of the Transfer
                        Agreement; amounts remaining after satisfying
                        3.02(a)(i) through (v))............................   $
                                                                               ----------
</TABLE>



                                       B-5
<PAGE>   68


                IN WITNESS WHEREOF, the undersigned has duly executed this
certificate this ____ day of __________, ____.


                                       FLEET BANK (RI), NATIONAL ASSOCIATION,
                                         as Servicer



                                       By:
                                          ------------------------------
                                          Servicing Officer



                                       B-6
<PAGE>   69


                                                                       EXHIBIT C
                                                                   TO SUPPLEMENT


                  FORM OF MONTHLY CERTIFICATEHOLDER'S STATEMENT
                 (To be delivered by the Paying Agent on behalf
                    of the Trustee on each Distribution Date
                  pursuant to Section 5.2(b) of the Supplement)

                      FLEET BANK (RI), NATIONAL ASSOCIATION


                         ------------------------------

                        FLEET CREDIT CARD MASTER TRUST II
                                  SERIES 2001-B


                         ------------------------------

                Under 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, as further amended by Amendment
Number 3, dated as of February 20, 1998, as further amended by Amendment Number
4, dated as of May 14, 1999, as further amended by Amendment Number 5, dated as
of December 29, 2000, and as further amended by Amendment Number 6, dated as of
March 30, 2001, 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 2001-B Supplement, dated
as of June 27, 2001, by and between the Bank, as Seller and Servicer, and the
Trustee, the Bank, as Servicer, is required to prepare certain information each
month regarding current distributions to all Series 2001-B Certificateholders.
This statement relates to the Distribution Date (the "Distribution Date") and
the performance of the Fleet Credit Card Master Trust II (the "Trust") during
the prior Monthly Period (the "Monthly Period"). Certain of the information is
presented on the basis of an original principal amount of $1,000 per Series
2001-B Certificate. Certain other information is presented based on the
aggregate amounts for the Trust as a whole. All capitalized terms used herein
shall have the respective meanings set forth in the Agreement.

<TABLE>
<S>     <C>                                                                         <C>
1.      The total amount of the distribution on the Distribution Date per $1,000
        original principal amount of the Class A Certificates....................   $
                                                                                     ----------
</TABLE>



<PAGE>   70


<TABLE>
<S>     <C>                                                                         <C>
2.      The total amount of the distribution on the Distribution Date per $1,000
        original principal amount of the Class B Certificates....................   $
                                                                                     ----------

3.      The amount of the distribution set forth in paragraph 1 above in respect
        of principal per $1,000 original principal amount of the Class A
        Certificates.............................................................   $
                                                                                     ----------

4.      The amount of the distribution set forth in paragraph 2 above in respect
        of principal per $1,000 original principal amount of the Class B
        Certificates.............................................................   $
                                                                                     ----------

5.      The amount of the distribution set forth in paragraph 1 above in respect
        of interest per $1,000 original principal amount of the Class A
        Certificates.............................................................   $
                                                                                     ----------

6.      The amount of the distribution set forth in paragraph 2 above in respect
        of interest per $1,000 original principal amount of the Class B
        Certificates.............................................................   $
                                                                                     ----------

7.      The aggregate amount of Collections of Receivables processed for the
        prior Monthly Period which were allocated in respect of Series 2001-B....   $
                                                                                     ----------

8.      The aggregate amount of Collections of Principal Receivables processed
        during the prior Monthly Period and allocated in respect of
        Series 2001-B............................................................   $
                                                                                     ----------

9.      The aggregate amount of Reallocated Principal Collections with respect
        to the prior Monthly Period..............................................   $
                                                                                     ----------

10.     The aggregate amount of Collections of Finance Charge Receivables
        processed during the prior Monthly Period and allocated in respect of
        the Class A Certificates.................................................   $
                                                                                     ----------

11.     The aggregate amount of Collections of Finance Charge Receivables
        processed during the prior Monthly Period and allocated in respect of
        the Class B Certificates.................................................   $
                                                                                     ----------

12.     The Principal Allocation Percentage(s) during the prior Monthly Period...       % [Dates]
                                                                                    ----
                                                                                        % [Dates]
                                                                                    ----

13.     The Floating Allocation Percentage(s) during the prior Monthly Period....       % [Dates]
                                                                                    ----
                                                                                        % [Dates]
                                                                                    ----
</TABLE>



                                       C-2
<PAGE>   71


<TABLE>
<S>     <C>                                                                         <C>
14.     The aggregate outstanding balance of Accounts which are 30, 60, 90, 120,    $
        150 and 180 or more days delinquent as of the end of the prior Monthly       ----------
        Period is................................................................   $
                                                                                     ----------
                                                                                    $
                                                                                     ----------
                                                                                    $
                                                                                     ----------
                                                                                    $
                                                                                     ----------
                                                                                    $
                                                                                     ----------

15.     The Class A Investor Default Amount for the prior Monthly Period is......   $
                                                                                     ----------

16.     The Class B Investor Default Amount for the prior Monthly Period is......   $
                                                                                     ----------

17.     The Collateral Default Amount for the prior Monthly Period...............   $
                                                                                     ----------

18.     The aggregate amount of Class A Investor Charge-Offs for the prior
        Monthly Period is........................................................   $
                                                                                     ----------

19.     The aggregate amount of Class B Investor Charge-Offs for the prior
        Monthly Period is........................................................   $
                                                                                     ----------

20.     The aggregate amount of Collateral Charge-Offs for the prior Monthly
        Period...................................................................   $
                                                                                     ----------

21.     The aggregate amount of Class A Investor Charge-Offs reimbursed on the
        Distribution Date is.....................................................   $
                                                                                     ----------

22.     The aggregate amount of Class B Investor Charge-Offs reimbursed on the
        Distribution Date is.....................................................   $
                                                                                     ----------

23.     The aggregate amount of Collateral Charge-Offs reimbursed on the
        Distribution Date .......................................................   $
                                                                                     ----------

24.     The amount of the Class A Servicing Fee for the prior Monthly Period
        is.......................................................................   $
                                                                                     ----------

25.     The amount of the Class B Servicing Fee for the prior Monthly Period
        is.......................................................................   $
                                                                                     ----------

26.     The amount of the Collateral Servicing Fee for the prior Monthly Period
        is.......................................................................   $
                                                                                     ----------

27.     The Class A Investor Amount after giving effect to any payments on the
        Distribution Date is.....................................................   $
                                                                                     ----------

28.     The Class A Invested Amount after giving effect to any payments on the
        Distribution Date is.....................................................   $
                                                                                     ----------

29.     The Class B Investor Amount after giving effect to any payments on the
        Distribution Date is.....................................................   $
                                                                                     ----------

30.     The Class B Invested Amount after giving effect to any payments on the
        Distribution Date is.....................................................   $
                                                                                     ----------
</TABLE>



                                       C-3
<PAGE>   72


<TABLE>
<S>     <C>                                                                         <C>
31.     The amount, if any, by which the outstanding principal balance of
        the Class A Certificates exceeds the Class A Investor Amount after
        giving effect to any activity on the Distribution Date is................   $
                                                                                     ----------

32.     The amount, if any, by which the outstanding principal balance of the
        Class B Certificates exceeds the Class B Investor Amount after giving
        effect to any activity on the Distribution Date is.......................   $
                                                                                     ----------

33.     The Collateral Invested Amount as of the close of business on the
        Distribution Date........................................................   $
                                                                                     ----------

34.     The amount on deposit in the Principal Funding Account as of the close of
        business on the Distribution Date is ....................................   $
                                                                                     ----------

35.     The amount on deposit in the Reserve Account as of the close of business
        on the Distribution Date is..............................................   $
                                                                                     ----------

36.     The amount by which the Net Portfolio Yield for the prior Monthly Period
        exceeds the Base Rate for such Monthly Period............................   $
                                                                                     ----------

37.     The Net Portfolio Yield for the prior Monthly Period is..................   $
                                                                                     ----------

38.     The Base Rate for the Prior Monthly Period is............................   $
                                                                                     ----------

39.     The amount of Interchange with respect to the prior Monthly Period is....   $
                                                                                     ----------

40.     The Deficit Controlled Accumulation Amount (after giving effect to any
        activity on the Distribution Date).......................................   $
                                                                                     ----------
</TABLE>


                                       FLEET BANK (RI), NATIONAL ASSOCIATION,
                                         as Servicer



                                       By:
                                          ------------------------------
                                          Title



                                       C-4
<PAGE>   73


                                                                       EXHIBIT D
                                                                   TO SUPPLEMENT

                            FORM OF INVESTMENT LETTER

                                     [Date]


        Re:     Fleet Credit Card Master Trust II;
                Purchases of Series 2001-B Collateral Interest

Ladies and Gentlemen:

                This letter (the "Investment Letter") is delivered by the
undersigned (the "Purchaser") pursuant to Section 10.8 of the Series 2001-B
Supplement, dated as of June 27, 2001 (the "Series Supplement") to the Pooling
and Servicing Agreement, dated as of December 1, 1993 (as amended and
supplemented, the "Agreement"), each among Bankers Trust Company, as Trustee,
and Fleet Bank (RI), National Association, as Seller and Servicer. Capitalized
terms used herein without definition shall have the meanings set forth in the
Agreement. The Purchaser represents to and agrees with the Seller as follows:

                (a)     The Purchaser has such knowledge and experience in
                        financial and business matters as to be capable of
                        evaluating the merits and risks of its investment in the
                        Collateral Interest and is able to bear the economic
                        risk of such investment.

                (b)     The Purchaser is an "accredited investor," as defined in
                        Rule 501, promulgated by the Securities and Exchange
                        Commission (the "Commission") under the Securities Act
                        of 1933, as amended (the "Securities Act"), or is a
                        sophisticated institutional investor. The Purchaser
                        understands that the offering and sale of the Collateral
                        Interest has not been and will not be registered under
                        the Securities Act and has not and will not be
                        registered or qualified under any applicable "Blue Sky"
                        law, and that the offering and sale of the Collateral
                        Interest has not been reviewed by, passed on or
                        submitted to any federal or state agency or commission,
                        securities exchange or other regulatory body.

                (c)     The Purchaser is acquiring an interest in the Collateral
                        Interest without a view to any distribution, resale or
                        other transfer thereof except, with respect to any
                        Collateral Interest or any interest or participation
                        therein, as contemplated in the following sentence. The
                        Purchaser will not resell or otherwise transfer any
                        interest or participation in the Collateral Interest,
                        except in accordance with Section 10.8 of the Series
                        Supplement and (i) in a transaction exempt from the
                        registration requirements of the Securities Act of 1933,
                        as amended, and applicable state securities or "blue
                        sky" laws; (ii) to the Seller or any affiliate of the
                        Seller; or (iii) to a person who the Purchaser
                        reasonably believes is a qualified institutional buyer
                        (within the meaning thereof in Rule 144A under the
                        Securities Act) that is aware



<PAGE>   74


                        that the resale or other transfer is being made in
                        reliance upon Rule 144A. In connection therewith, the
                        Purchaser hereby agrees that it will not resell or
                        otherwise transfer the Collateral Interest or any
                        interest therein unless the purchaser thereof provides
                        to the addressee hereof a letter substantially in the
                        form hereof.

                (d)     No portion of the Collateral Interest or any interest
                        therein may be transferred, and each Assignee will
                        certify that it is not, (a) an "employee benefit plan"
                        (as defined in Section 3(3) of ERISA) which is subject
                        to ERISA, (b) any "plan" (as defined in Section
                        4975(e)(1) of the Code), including individual retirement
                        accounts and Keogh plans which is subject to Section
                        4975 of the Code, or (c) any other entity whose
                        underlying assets include "plan assets" (within the
                        meaning of Department of Labor Regulation Section
                        2510.3-101 or otherwise under ERISA) by reason of any
                        such plan's investment in the entity, including, without
                        limitation, an insurance company general account.

                (e)     This Investment Letter has been duly executed and
                        delivered and constitutes the legal, valid and binding
                        obligation of the Purchaser, enforceable against the
                        Purchaser in accordance with its terms, except as such
                        enforceability may be limited by bankruptcy, insolvency,
                        reorganization, moratorium or similar laws or equitable
                        principles affecting the enforcement of creditors'
                        rights generally and general principles of equity.


                                       Very truly yours,

                                       [NAME OF PURCHASER]


                                       By:
                                           -----------------------------
                                           Name:
                                           Title:


AGREED TO AS OF THE DATE FIRST
ABOVE WRITTEN:

FLEET BANK (RI), NATIONAL
    ASSOCIATION


By:
    -------------------------
    Name:
    Title:


                                      D-2