EXHIBIT 4.2
EXECUTION COPY
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ADVANTA BUSINESS CARD MASTER TRUST
as Issuer
and
DEUTSCHE BANK TRUST COMPANY AMERICAS
as Indenture Trustee
CLASS C(2004-C1) TERMS DOCUMENT
dated as of November 10, 2004
to
ADVANTASERIES INDENTURE SUPPLEMENT
dated as of November 1, 2004
to
INDENTURE
dated as of August 1, 2000
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TABLE OF CONTENTS
PAGE
ARTICLE I
Definitions and Other Provisions of General Application
Section 1.01 Definitions......................................................................... 3
Section 1.02 Governing Law....................................................................... 6
Section 1.03 Counterparts........................................................................ 6
Section 1.04 Ratification of Indenture and AdvantaSeries Indenture Supplement.................... 6
ARTICLE II
The Class C(2004-C1) 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............................... 8
Section 2.06 Cash Collateral Account............................................................. 9
Section 2.07 Delivery and Payment for the Class C(2004-C1) Notes; Form and
Denomination........................................................................ 9
Section 2.08 Manner of Payment of Class C(2004-C1) Notes......................................... 9
Section 2.09 Monthly Servicing Fee............................................................... 10
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CLASS C(2004-C1) TERMS DOCUMENT, dated as of November 10, 2004 (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 (the "INDENTURE") between the Issuer and the Indenture Trustee.
This Terms Document supplements the AdvantaSeries Indenture Supplement, dated as
of November 1, 2004 (the "ADVANTASERIES INDENTURE SUPPLEMENT"), between the
Issuer and the Indenture Trustee, which supplements the Master Indenture.
Pursuant to this Terms Document, the Issuer shall create a new tranche of
Class C Notes and shall specify the principal terms thereof.
ARTICLE I
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 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 Indenture or the Transfer and Servicing
Agreement, the terms and provisions of this Terms Document shall be controlling;
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(7) each capitalized term defined herein shall relate only to the
Class C(2004-C1) 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, $12,500,000; provided, however, that if the
Accumulation Period Length is determined to be less than 8 months pursuant to
subsection 2.04(a), 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 C(2004-C1) 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
January 31, 2009 or such later date as is determined in accordance with
subsection 2.04(a), 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 C(2004-C1) Notes and (c) the Class C(2004-C1)
Final Maturity Date.
"Accumulation Period Factor" shall mean, for the purpose of calculating
the Accumulation Period Length for the Class C(2004-C1) 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 C(2004-C1) 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
AdvantaSeries Class C(2004-C1) 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 AdvantaSeries Class C(2004-C1) 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.
"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.
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"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.
"AdvantaSeries Indenture Supplement" means the AdvantaSeries Indenture
Supplement dated as of November 1, 2004, by and between the Issuer and the
Indenture Trustee, as amended and supplemented from time to time.
"Class C(2004-C1) Final Maturity Date" means September 20, 2013.
"Class C(2004-C1) Note" means any Note substantially in the form set forth
in Exhibit A-3 to the AdvantaSeries Indenture Supplement, designated therein as
a Class C(2004-C1) Note and duly executed and authenticated in accordance with
the Indenture.
"Class C(2004-C1) Noteholder" means a Person in whose name a Class
C(2004-C1) Note is registered in the Note Register.
"Class C(2004-C1) Termination Date" means the earliest to occur of (a) the
Principal Payment Date on which the Outstanding Principal Balance of the Class
C(2004-C1) Notes is paid in full, (b) the Class C(2004-C1) Final Maturity Date
and (c) the date on which the Indenture is discharged and satisfied pursuant to
Article XI thereof.
"Closing Date" means November 10, 2004.
"Expected Final Principal Payment Date" means October 20, 2009.
"Initial Principal Balance" means $100,000,000.
"Indenture" means the Indenture dated as of August 1, 2000, by and between
the Issuer and the Indenture Trustee, as amended and supplemented from time to
time.
"Interest Payment Date" means the scheduled due date of any payment of
interest on the Class C(2004-C1) Notes, which shall be each Payment Date. The
first Interest Payment Date shall be January 20, 2005.
"LIBOR Determination Date" shall mean (a) with respect to the first
Interest Payment Date, (i) November 8, 2004 for the period from and including
the Closing Date through and including November 19, 2004, (ii) November 18, 2004
for the period from and including November 20, 2004 through and including
December 19, 2004 and (iii) December 16, 2004 for the period from and including
December 20, 2004 through and including January 19, 2005 (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 second and each subsequent
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.
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"Note Interest Rate" means a rate per annum equal to 1.05% in excess of
One-Month LIBOR as determined by the Indenture Trustee on the related LIBOR
Determination Date with respect to each Interest Period.
"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.
"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.
"Telerate Page 3750" means the display page currently so designated on the
Moneyline Telerate 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 Indenture and AdvantaSeries Indenture
Supplement. As supplemented by this Terms Document, each of the Indenture and
the AdvantaSeries Indenture Supplement is in all respects ratified and confirmed
and the 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 C(2004-C1) Notes
Section 2.01 Creation and Designation. There is hereby created a tranche
of Class C Notes to be issued pursuant to the Indenture and the AdvantaSeries
Indenture Supplement to be known as the "AdvantaSeries Class C(2004-C1) Notes."
Section 2.02 Interest Payment. For each Interest Payment Date, the amount
of interest due and payable with respect to the Class C(2004-C1) 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 Note Interest Rate in effect with respect to
the related Interest Period, multiplied by (ii) the Outstanding Principal
Balance of the Class C(2004-C1) Notes determined as of the Record Date preceding
the related Interest Payment Date. Any interest on the Class C(2004-C1) 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 Telerate Page 3750 as
of 11:00 a.m., London time, on such date. If such rate does not appear on
Telerate Page 3750, 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 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.
(c) On each LIBOR Determination Date, the Indenture Trustee shall send to
the Transferor, by facsimile transmission, notification of One-Month LIBOR for
the following Interest Period.
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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 C(2004-C1) 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
C(2004-C1) 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
C(2004-C1) Notes will be the Accumulation Deposit Amount for such Payment Date.
The Accumulation Period is scheduled to commence at the close of business on
January 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 first Business Day of 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 will 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 C(2004-C1) Notes will be the Adjusted Invested Amount for the
Class C(2004-C1) 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 C(2004-C1) Notes will
be greater than zero, the required deposit to the Principal Funding Sub-Account
for the Class C(2004-C1) Notes will be the Coverage Funding Required Amount for
such Class C(2004-C1) Notes.
(e) 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 C(2004-C1) Notes and distribute to
the Paying Agent for payment to the Class C(2004-C1) Noteholders the amounts
deposited into the Principal Funding Sub-Account for the Class C(2004-C1) Notes
pursuant to this Section 2.04.
Section 2.05 Holders' Rights to Payments of Interest and Principal.
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(a) Any installment of interest or principal, if any, payable on any Class
C(2004-C1) 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 C(2004-C1) Note (or one or more Predecessor Notes) 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 C(2004-C1) Noteholders to receive payments from
the Issuer will terminate on the first Business Day following the Class
C(2004-C1) Termination Date.
Section 2.06 Cash Collateral Account. In accordance with Section 4.22 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 after such deposit the Available Cash Collateral
Account Amount is equal to the Required Cash Collateral Account Amount.
Section 2.07 Delivery and Payment for the Class C(2004-C1) Notes; Form and
Denomination.
(a) The Issuer shall execute and issue, and the Indenture Trustee shall
authenticate, the Class C(2004-C1) Notes in accordance with Section 2.03 of the
Indenture. The Indenture Trustee shall deliver the Class C(2004-C1) Notes to or
upon the order of the Issuer when so authenticated. The Class C(2004-C1) Notes
shall be Book-Entry Notes.
(b) The Depository for the Class C(2004-C1) Notes shall be The Depository
Trust Company, and the Class C(2004-C1) Notes shall initially be registered in
the name of Cede & Co., its nominee.
(c) The Class C(2004-C1) Notes will be issued in minimum denominations of
$5,000 and integral multiples of $1,000 in excess of that amount.
Section 2.08 Manner of Payment of Class C(2004-C1) Notes. Except as
provided in Section 11.02 of the Indenture with respect to a final distribution,
distributions to Class C(2004-C1) Noteholders hereunder shall be made by (i)
check mailed to each Class C(2004-C1) Noteholder (at such Noteholder's address
as it appears in the Note Register), except that with respect to any Class
C(2004-C1) 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 C(2004-C1) Note or the making of any
notation thereon.
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Section 2.09 Monthly Servicing Fee. In accordance with Section 3.01(a) of
the AdvantaSeries Indenture Supplement, with respect to the January 2005 Payment
Date, the AdvantaSeries Monthly Servicing Fee allocated to the Class C(2004-C1)
Notes shall be $283,333.
[END OF ARTICLE II]
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: /s/ Xxxxx X. Xxxxxxxx
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Name: Xxxxx X. Xxxxxxxx
Title: Financial Services Officer
DEUTSCHE BANK TRUST COMPANY AMERICAS,
as Indenture Trustee
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title: Vice President
[Signature Page to Class C(2004-C1) Terms Document]
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