ADVANTA BUSINESS CARD MASTER TRUST as Issuer and DEUTSCHE BANK TRUST COMPANY AMERICAS as Indenture Trustee CLASS A(2007-A4) TERMS DOCUMENT dated as of June 13, 2007 to ADVANTASERIES INDENTURE SUPPLEMENT dated as of November 1, 2004 to INDENTURE dated...
EXHIBIT 4.2
ADVANTA BUSINESS CARD MASTER TRUST
as Issuer
and
DEUTSCHE BANK TRUST COMPANY AMERICAS
as Indenture Trustee
dated as of June 13, 2007
to
ADVANTASERIES INDENTURE SUPPLEMENT
dated as of November 1, 2004
to
INDENTURE
dated as of August 1, 2000
TABLE OF CONTENTS
| Page | ||||||
| ARTICLE I Definitions and Other Provisions of General Application |
||||||
Section 1.01 |
Definitions | 2 | ||||
Section 1.02 |
Governing Law | 6 | ||||
Section 1.03 |
Counterparts | 6 | ||||
Section 1.04 |
Ratification of Master Indenture and AdvantaSeries Indenture Supplement | 6 | ||||
| ARTICLE II The Class A(2007-A4) Asset Backed Notes |
||||||
Section 2.01 |
Creation and Designation | 7 | ||||
Section 2.02 |
Interest Payment | 7 | ||||
Section 2.03 |
Determination of One-Month LIBOR | 7 | ||||
Section 2.04 |
Required Deposits of Available Principal Collections to the Principal Funding Account; Payment of Principal | 8 | ||||
Section 2.05 |
Holders’ Rights to Payments of Interest and Principal | 9 | ||||
Section 2.06 |
Cash Collateral Account | 9 | ||||
Section 2.07 |
Spread Account | 9 | ||||
Section 2.08 |
Delivery and Payment for the Class A(2007-A4) Notes; Form and Denomination | 9 | ||||
Section 2.09 |
Manner of Payment of Class A(2007-A4) Notes | 10 | ||||
Section 2.10 |
Monthly Servicing Fee | 10 | ||||
i
CLASS A(2007-A4) TERMS DOCUMENT, dated as of June 13, 2007 (the “Terms Document”),
between WILMINGTON TRUST COMPANY, as Owner Trustee of ADVANTA BUSINESS CARD MASTER TRUST, a common
law trust organized and existing under the laws of the State of Delaware (herein, the
“Issuer” or the “Trust”), and DEUTSCHE BANK TRUST COMPANY AMERICAS (formerly known
as Bankers Trust Company), a banking corporation organized and existing under the laws of the State
of New York, not in its individual capacity, but solely as indenture trustee (herein, together with
its successors in the trusts thereunder as provided in the Master Indenture, the “Indenture
Trustee”) under the Master Indenture, dated as of August 1, 2000, as amended by Amendment No. 1
to the Master Indenture, dated as of May 9, 2006 (as amended and supplemented from time to time,
the “Master Indenture”), between the Issuer and the Indenture Trustee. This Terms Document
supplements the AdvantaSeries Indenture Supplement, dated as of November 1, 2004 (as amended and
supplemented from time to time, the “AdvantaSeries Indenture Supplement”) between the
Issuer and the Indenture Trustee, which supplements the Indenture.
Pursuant to this Terms Document, the Issuer shall create a new tranche of Class A Notes and
shall specify the principal terms thereof.
ARTICLE I
Definitions and Other Provisions of General Application
Definitions and Other Provisions of General Application
Section 1.01 Definitions. For all purposes of this Terms Document, except as otherwise
expressly provided or unless the context otherwise requires:
(1) the terms defined in this Article have the meanings assigned to them in this Article, and
include the plural as well as the singular;
(2) all other terms used herein which are defined in the AdvantaSeries Indenture Supplement or
the Master Indenture, either directly or by reference therein, have the meanings assigned to them
therein;
(3) all accounting terms not otherwise defined herein have the meanings assigned to them in
accordance with generally accepted accounting principles and, except as otherwise herein expressly
provided, the term “generally accepted accounting principles” with respect to any computation
required or permitted hereunder means such accounting principles as are generally accepted in the
United States of America at the date of such computation;
(4) all references in this Terms Document to designated “Articles,” “Sections” and other
subdivisions are to the designated Articles, Sections and other subdivisions of this Terms
Document;
(5) the words “herein,” “hereof” and “hereunder” and other words of similar import refer to
this Terms Document as a whole and not to any particular Article, Section or other subdivision;
(6) in the event that any term or provision contained herein shall conflict with or be
inconsistent with any term or provision contained in the AdvantaSeries Indenture Supplement, the
Master Indenture or the Transfer and Servicing Agreement, the terms and provisions of this Terms
Document shall be controlling;
(7) each capitalized term defined herein shall relate only to the Class A(2007-A4) Notes and
no other Tranche of Notes issued by the Issuer; and
(8) “including” and words of similar import will be deemed to be followed by “without
limitation.”
“Accumulation Amount” shall mean, for any Payment Date occurring during the
Accumulation Period, $25,000,000; provided, however, that if the Accumulation
Period Length is determined to be less than 8 months pursuant to Section 2.04(b), the Accumulation
Amount for each Payment Date with respect to the Accumulation Period will be equal to (i) the
Outstanding Principal Balance of the Class A(2007-A4) Notes divided by (ii) the Accumulation Period
Length.
“Accumulation Deposit Amount” means, for any Payment Date occurring during the
Accumulation Period, an amount equal to the sum of the Accumulation Amount for such Payment Date
and any existing Accumulation Shortfall.
“Accumulation Period” shall mean, unless a Pay Out Event shall have occurred prior
thereto, the period commencing at the close of business on August 31, 2009, or such later date as
is determined in accordance with Section 2.04(b), and ending on the first to occur of (a) the
commencement of the Early Amortization Period, (b) the payment in full of the Outstanding Principal
Balance of the Class A(2007-A4) Notes and (c) the Class A(2007-A4) Final Maturity Date.
“Accumulation Period Factor” shall mean, for the purpose of calculating the
Accumulation Period Length for the Class A(2007-A4) Notes, with respect to any Monthly Period, a
fraction, the numerator of which is equal to the sum of the initial invested amounts (or, if no
initial invested amount is defined in the applicable Indenture Supplement, then the initial
principal balance) of all outstanding Series, and the denominator of which is equal to the sum of
(a) the Initial Principal Balance of Class A(2007-A4) Notes, (b) the initial invested amounts (or,
if no initial invested amount is defined in the applicable Indenture Supplement, then the initial
principal balance) of all other Outstanding Classes and Tranches (without duplication) (other than
the Class A(2007-A4) Notes) which are not expected to be in their revolving periods, and (c) the
initial invested amounts (or, if no initial invested amount is defined in the applicable Indenture
Supplement, then the initial principal balance) of all other Outstanding Classes and Tranches
(without duplication) (other than the Class A(2007-A4) Notes) which are not allocating Shared
Principal Collections to other Series and are in their revolving periods; provided,
however, that this definition may be changed at any time if the Rating Agency Condition is
satisfied.
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“Accumulation Period Length” means the number of whole months such that the sum of the
Accumulation Period Factors for each month during such period will be equal to or greater than the
Required Accumulation Factor Number; provided, however, that the Accumulation
Period Length will not be determined to be less than one month; provided further,
however, that the determination of the Accumulation Period Length may be changed at any
time if the Rating Agency Condition is satisfied.
“Accumulation Shortfall” shall mean (a) on the first Payment Date during the
Accumulation Period, zero and (b) on each subsequent Payment Date during the Accumulation Period,
the excess, if any, of the Accumulation Deposit Amount for the previous Payment Date over the
amount deposited into the Principal Funding Account pursuant to Section 2.04(b) for the previous
Payment Date.
“Class A(2007-A4) Final Maturity Date” means April 22, 2013.
“Class A(2007-A4) Note” means any Note substantially in the form set forth in Exhibit
A-1 to the AdvantaSeries Indenture Supplement, designated therein as a Class A(2007-A4) Asset
Backed Note and duly executed and authenticated in accordance with the Master Indenture.
“Class A(2007-A4) Noteholder” means a Person in whose name a Class A(2007-A4) Note is
registered in the Note Register.
“Class A(2007-A4) Note Interest Rate” means a rate per annum equal to 0.03% in excess
of One-Month LIBOR as determined by the Indenture Trustee on each LIBOR Determination Date with
respect to each Interest Period.
“Class A(2007-A4) Termination Date” means the earliest to occur of (a) the Principal
Payment Date on which the Outstanding Principal Balance of the Class A(2007-A4) Notes is paid in
full, (b) the Class A(2007-A4) Final Maturity Date and (c) the date on which the Master Indenture
is discharged and satisfied pursuant to Article XI thereof.
“Closing Date” means June 13, 2007.
“Eligible Institution” shall mean, with respect to any funds allocable to the Class
A(2007-A4) Notes in the Collection Account, the Spread Account and the Principal Funding
Sub-Account for the Class A(2007-A4) Notes, any “Eligible Institution” as defined in the Master
Indenture, except that all references in such definition to “a long-term unsecured debt rating as
required in each Indenture Supplement” shall mean long-term ratings of not less than AA- by
Standard & Poor’s and Al by Moody’s, except that no such rating shall be required of an institution
which maintains such Collection Account or such funds as a fully segregated trust account or
subaccount with the corporate trust department of such institution as long as such institution
maintains the credit rating of a Rating Agency in one of its generic credit rating categories which
signifies investment grade.
“Eligible Investments” shall mean with respect to funds allocable to the Class
A(2007-A4) Notes in the Collection Account, the Spread Account and the Principal
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Funding Sub-Account for the Class A(2007-A4) Notes, “Eligible Investments” as defined in the
Master Indenture, except that all references in such definition to the rating “required in each
Indenture Supplement” and “rating that satisfies the Rating Agency Condition” shall mean ratings of
not less than A-1+ by Standard & Poor’s and P-1 by Moody’s.
“Expected Final Principal Payment Date” means May 20, 2010.
“Initial Principal Balance” means $200,000,000.
“Interest Payment Date” means the scheduled due date of any payment of interest on the
Class A(2007-A4) Notes, which shall be each Payment Date. The first Interest Payment Date shall be
July 20, 2007.
“LIBOR Determination Date” shall mean (a) with respect to the first Interest Payment
Date, (i) June 11, 2007 for the period from and including the Closing Date to but excluding July
20, 2007 and (b) with respect to any Interest Payment Date after the first Interest Payment Date,
the second London Business Day prior to the commencement of the related Interest Period.
“London Business Day” means any Business Day on which dealings in deposits in United
States Dollars are transacted in the London interbank market.
“One-Month Index Maturity” means a maturity of one month commencing on the related
LIBOR Determination Date.
“One-Month LIBOR” means, for any Interest Period, the London interbank offered rate
for one month United States dollar deposits determined by the Indenture Trustee on the LIBOR
Determination Date for such Interest Period in accordance with the provisions of Section 2.03.
“Paying Agent” means Deutsche Bank Trust Company Americas.
“Rating Agency” means, with respect to the Class A(2007-A4) Notes, each of Standard &
Poor’s, a division of The XxXxxx-Xxxx Companies, Inc., and Xxxxx’x Investors Service, Inc.
“Reference Banks” means three major banks in the London interbank market selected by
the Servicer.
“Required Accumulation Factor Number” shall be equal to a fraction, rounded upwards to
the nearest whole number, the numerator of which is one and the denominator of which is equal to
the lowest monthly principal payment rate on the Accounts, expressed as a decimal, for the twelve
months preceding the date of such calculation; provided, however, that this
definition may be changed at any time if the Rating Agency Condition is satisfied.
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“Reuters Screen LIBOR01 Page” means the display page currently so designated on the
Reuters Monitor Money Rates Service (or such other page as may replace that page on that service
for the purpose of displaying comparable rates or prices).
Section 1.02 Governing Law. THIS TERMS DOCUMENT WILL BE CONSTRUED IN ACCORDANCE WITH
AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, INCLUDING SECTION 5-1401 OF THE GENERAL
OBLIGATION LAW, 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 1.03 Counterparts. This Terms Document may be executed in any number of
counterparts, each of which so executed will be deemed to be an original, but all such counterparts
will together constitute but one and the same instrument.
Section 1.04 Ratification of Master Indenture and AdvantaSeries Indenture Supplement.
As supplemented by this Terms Document, each of the Master Indenture and the AdvantaSeries
Indenture Supplement is in all respects ratified and confirmed and the Master Indenture as so
supplemented by the AdvantaSeries Indenture Supplement and this Terms Document shall be read, taken
and construed as one and the same instrument.
[END OF ARTICLE I]
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ARTICLE II
The Class A(2007-A4) Asset Backed Notes
The Class A(2007-A4) Asset Backed Notes
Section 2.01 Creation and Designation. There is hereby created a tranche of Class A
Notes to be issued pursuant to the Master Indenture and the AdvantaSeries Indenture Supplement to
be known as the “AdvantaSeries Class A(2007-A4) Asset Backed Notes.”
Section 2.02 Interest Payment. For each Interest Payment Date, the amount of interest
due and payable with respect to the Class A(2007-A4) Notes 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, multiplied by (B) the Class A(2007-A4) Note Interest
Rate in effect with respect to the related Interest Period, multiplied by (ii) the Outstanding
Principal Balance of the Class A(2007-A4) Notes determined as of the Record Date preceding the
related Interest Payment Date. Any interest on the Class A(2007-A4) Notes will be calculated on the
basis of the actual number of days in the related Interest Period and a 360-day year.
Section 2.03 Determination of One-Month LIBOR.
(a) On each LIBOR Determination Date, the Indenture Trustee shall determine One-Month LIBOR on
the basis of the rate for deposits in United States dollars having a One-Month Index Maturity which
appears on Reuters Screen LIBOR01 Page as of 11:00 a.m., London time, on such date. If such rate
does not appear on Reuters Screen LIBOR01 Page, One-Month LIBOR for that LIBOR Determination Date
shall be determined on the basis of the rates at which deposits in United States dollars, having a
One-Month Index Maturity and in an amount of not less than $1,000,000, are offered by the Reference
Banks at approximately 11:00 a.m., London time, on that day to prime banks in the London interbank
market. The Indenture Trustee shall request the principal London office of each of the Reference
Banks to provide a quotation of its rate. If at least two (2) such quotations are provided,
One-Month LIBOR for that LIBOR Determination Date shall be the arithmetic mean of the quotations.
If fewer than two (2) quotations are provided as requested, One-Month LIBOR for that LIBOR
Determination Date will be the arithmetic mean of the rates quoted by major banks in New York City,
selected by the Servicer, at approximately 11:00 a.m., New York City time, on that day for loans in
United States dollars to leading European banks having a One-Month Index Maturity and in an amount
of not less than U.S.$1,000,000; provided, that, if the banks selected by the Servicer are not
quoting such rates, One-Month LIBOR in effect for the applicable Interest Period will be the same
as One-Month LIBOR for the immediately preceding Interest Period.
(b) The Class A(2007-A4) Note Interest Rate applicable to the then current and the immediately
preceding Interest Periods may be obtained by telephoning the Indenture Trustee at its corporate
trust office at (000) 000-0000 or such other telephone
number as shall be designated by the Indenture Trustee for such purpose by prior written
notice by the Indenture Trustee to each Noteholder from time to time.
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(c) On each LIBOR Determination Date, the Indenture Trustee shall send to the Transferor, by
facsimile or electronic transmission, notification of One-Month LIBOR for the following Interest
Period.
Section 2.04 Required Deposits of Available Principal Collections to the Principal Funding
Account; Payment of Principal. With respect to any Payment Date, the amount to be deposited in
the Principal Funding Sub-Account pursuant to Section 4.16 of the AdvantaSeries Indenture
Supplement will be the amount determined pursuant to clause (a), (b), (c) or (d) below for such
Payment Date, as applicable, or if more than one such clause is applicable, the highest amount
determined pursuant to any one of such clauses; provided, however, in no case shall
the amount required to be deposited exceed the Class A(2007-A4) Adjusted Invested Amount
(calculated immediately before giving effect to such deposit but after giving effect to any
Investor Charge-Offs and any reallocations of principal on such date).
(a) Revolving Period. On each Payment Date during the Revolving Period, the required
deposit to the Principal Funding Sub-Account for the Class A(2007-A4) Notes will be zero.
(b) Accumulation Period. On each Payment Date during the Accumulation Period, the
required deposit to the Principal Funding Sub-Account for the Class A(2007-A4) Notes will be the
Accumulation Deposit Amount for such Payment Date. The Accumulation Period is scheduled to
commence at the close of business on August 31, 2009, provided, however, that, if
the Accumulation Period Length is less than 8 months, the date on which the Accumulation Period
actually commences will be delayed to the close of business on the last day of the month prior to
the month that is the number of whole months prior to the Expected Final Principal Payment Date
which is at least equal to the Accumulation Period Length and, as a result, the number of Monthly
Periods in the Accumulation Period will at least equal the Accumulation Period Length. On the
Determination Date twelve (12) months prior to the Expected Final Principal Payment Date and each
Determination Date thereafter until the Accumulation Period begins, the Servicer shall determine
the Accumulation Period Length.
(c) Early Amortization Period. On each Payment Date during an Early Amortization
Period, the required deposit to the Principal Funding Sub-Account for the Class A(2007-A4) Notes
will be the Adjusted Invested Amount for the Class A(2007-A4) Notes as of the close of business on
the last day of the preceding Monthly Period (after taking into account any reductions or increases
occurring on such date).
(d) Coverage Funding of the Principal Funding Account of Senior Classes. If the
Transferor determines as of the end of the related Monthly Period that, after giving effect to all
allocations and payments with respect to that Monthly Period, the Coverage
Funding Required Amount of the Class A(2007-A4) Notes will be greater than zero, the required
deposit to the Principal Funding Sub-Account for the Class A(2007-A4) Notes will be the Coverage
Funding Required Amount for such Class A(2007-A4) Notes.
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(e) Distributions to Paying Agent. On each Principal Payment Date, the Indenture
Trustee, acting in accordance with written instructions from the Servicer, shall withdraw from the
Principal Funding Sub-Account for the Class A(2007-A4) Notes and distribute to the Paying Agent for
payment to the Class A(2007-A4) Noteholders the amounts deposited into the Principal Funding
Sub-Account for the Class A(2007-A4) Notes pursuant to this Section 2.04.
Section 2.05 Holders’ Rights to Payments of Interest and Principal.
(a) Any installment of interest or principal, if any, payable on any Class A(2007-A4) Note
which is punctually paid or duly provided for by the Issuer and the Indenture Trustee on the
applicable Interest Payment Date or Principal Payment Date shall be paid by the Paying Agent to the
Person in whose name such Class A(2007-A4) Note is registered on the Record Date, by wire transfer
of immediately available funds to such Person’s account as has been designated by written
instructions received by the Paying Agent from such Person not later than the close of business on
the third Business Day preceding the date of payment or, if no such account has been so designated,
by check mailed first-class, postage prepaid to such Person’s address as it appears on the Note
Register on such Record Date, except that with respect to Notes registered on the Record Date in
the name of the nominee of Cede & Co., payment shall be made by wire transfer in immediately
available funds to the account designated by such nominee.
(b) The right of the Class A(2007-A4) Noteholders to receive payments from the Issuer will
terminate on the first Business Day following the Class A(2007-A4) Termination Date.
Section 2.06 Cash Collateral Account. In accordance with Section 4.22(a) of the
AdvantaSeries Indenture Supplement, on or prior to the Closing Date, the Transferor shall deposit,
cause to be deposited or maintain funds in the Cash Collateral Account such that, immediately after
giving effect to the issuance of the Class A(2007-A4) Notes, the amount on deposit in the Cash
Collateral Account for the AdvantaSeries is at least equal to the Required Cash Collateral Account
Amount.
Section 2.07 Spread Account. In accordance with Section 4.24(a) of the AdvantaSeries
Indenture Supplement, on or prior to the Closing Date, the Transferor shall deposit, cause to be
deposited or maintain funds in the Spread Account such that immediately after the issuance of the
Class A(2007-A4) Notes, the ratio of the amount on deposit in the Spread Account to the
Required Spread Account Amount is equal to or greater than the same ratio immediately
preceding such issuance.
Section 2.08 Delivery and Payment for the Class A(2007-A4) Notes; Form and
Denomination.
(a) The Issuer shall execute and issue, and the Indenture Trustee shall authenticate, the
Class A(2007-A4) Notes in accordance with Section 2.03 of the Master Indenture. The Indenture
Trustee shall deliver the Class A(2007-A4) Notes to or upon
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the order of the Issuer when so
authenticated. The Class A(2007-A4) Notes shall be Book-Entry Notes.
(b) The Depository for the Class A(2007-A4) Notes shall be The Depository Trust Company, and
the Class A(2007-A4) Notes shall initially be registered in the name of Cede & Co., its nominee.
(c) The Class A(2007-A4) Notes will be issued in minimum denominations of $5,000 and integral
multiples of $1,000 in excess of that amount.
Section 2.09 Manner of Payment of Class A(2007-A4) Notes. Except as provided in
Section 11.02 of the Master Indenture with respect to a final distribution, distributions to Class
A(2007-A4) Noteholders hereunder shall be made by (i) check mailed to each Class A(2007-A4)
Noteholder (at such Noteholder’s address as it appears in the Note Register), except that with
respect to any Class A(2007-A4) Notes registered in the name of the nominee of a Clearing Agency,
such payment shall be made in immediately available funds and (ii) without presentation or
surrender of any Class A(2007-A4) Note or the making of any notation thereon.
Section 2.10 Monthly Servicing Fee. In accordance with Section 3.01(a) of the
AdvantaSeries Indenture Supplement, with respect to the July 20, 2007 Payment Date, the
AdvantaSeries Monthly Servicing Fee allocated to the Class A(2007-A4) Notes shall be $200,000.
[END OF ARTICLE II]
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IN WITNESS WHEREOF, the undersigned have caused this Terms Document to be duly executed and
delivered by their respective duly authorized officers on the day and year first above written.
| WILMINGTON TRUST COMPANY, | ||||||
| as Owner Trustee of | ||||||
| ADVANTA BUSINESS CARD MASTER TRUST | ||||||
| By: Name: |
/s/ Xxxxx X. Xxxxxx
|
|||||
| Title: | Financial Services Officer | |||||
| DEUTSCHE BANK TRUST COMPANY AMERICAS, | ||||||
| as Indenture Trustee | ||||||
| By: Name: |
/s/ Xxxxx Xxxxxx
|
|||||
| Title: | Vice President | |||||
| By: Name: |
/s/ Xxxxx Xxxx
|
|||||
| Title: | Vice President | |||||
[Signature Page to Class A(2007-A4) Terms Document]
