ADVANTA BUSINESS CARD MASTER TRUST as Issuer and DEUTSCHE BANK TRUST COMPANY AMERICAS as Indenture Trustee CLASS D(2006-D2) TERMS DOCUMENT dated as of June 8, 2006 to ADVANTASERIES INDENTURE SUPPLEMENT dated as of November 1, 2004 to INDENTURE dated...
Exhibit 4.3
ADVANTA BUSINESS CARD MASTER TRUST
as Issuer
and
DEUTSCHE BANK TRUST COMPANY AMERICAS
as Indenture Trustee
CLASS D(2006-D2) TERMS DOCUMENT
dated as of June 8, 2006
to
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 |
1 | ||||
| Section 1.02 | Governing Law |
4 | ||||
| Section 1.03 | Counterparts |
4 | ||||
| Section 1.04 | Ratification of Master Indenture and AdvantaSeries Indenture Supplement |
4 | ||||
ARTICLE II The Class D(2006-D2) Asset Backed Notes |
||||||
| Section 2.01 | Creation and Designation |
5 | ||||
| Section 2.02 | Interest Payment; Margin Percentage |
5 | ||||
| Section 2.03 | Determination of One-Month LIBOR |
5 | ||||
| Section 2.04 | Required Deposits of Available Principal Collections to the Principal Funding Account; Payment of Principal |
6 | ||||
| Section 2.05 | Holders’ Rights to Payments of Interest and Principal |
7 | ||||
| Section 2.06 | Cash Collateral Account |
7 | ||||
| Section 2.07 | Spread Account |
7 | ||||
| Section 2.08 | Delivery and Payment for the Class
D(2006-D2) Notes; Form and Denomination |
7 | ||||
| Section 2.09 | Manner of Payment of Class D(2006-D2) Notes |
8 | ||||
| Section 2.10 | Monthly Servicing Fee |
8 | ||||
| Section 2.11 | Additional Requirements for Registration of and Limitations on Transfer and Exchange of Class D(2006-D2) Notes |
8 | ||||
i
CLASS D(2006-D2) TERMS DOCUMENT, dated as of June 8, 2006 (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 D 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 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;
- 1 -
(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 D(2006-D2) 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, $3,125,000; 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 D(2006-D2) 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 September 30, 2010 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 D(2006-D2) Notes and (c) the Class D(2006-D2) Final Maturity Date.
“Accumulation Period Factor” shall mean, for the purpose of calculating the
Accumulation Period Length for the Class D(2006-D2) 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 D(2006-D2) 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 D(2006-D2) 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 D(2006-D2) 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.
- 2 -
“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 D(2006-D2) Final Maturity Date” means May 20, 2014.
“Class D(2006-D2) Margin Percentage” means 2.25%, unless another percentage is
selected by the Transferor in accordance with Section 2.02(b).
“Class D(2006-D2) Note” means any Note substantially in the form set forth in Exhibit
A-4 to the AdvantaSeries Indenture Supplement, designated therein as a Class D(2006-D2) Asset
Backed Note and duly executed and authenticated in accordance with the Master Indenture.
“Class D(2006-D2) Noteholder” means a Person in whose name a Class D(2006-D2) Note is
registered in the Note Register.
“Class D(2006-D2) Note Interest Rate” means a rate per annum equal to the sum of (a)
the Class D(2006-D2) Margin Percentage and (b) One-Month LIBOR as determined by the Indenture
Trustee on the related LIBOR Determination Date with respect to each Interest Period.
“Class D(2006-D2) Termination Date” means the earliest to occur of (a) the Principal
Payment Date on which the Outstanding Principal Balance of the Class D(2006-D2) Notes is paid in
full, (b) the Class D(2006-D2) Final Maturity Date and (c) the date on which the Indenture is
discharged and satisfied pursuant to Article XI thereof.
“Closing Date” means June 8, 2006.
“Expected Final Principal Payment Date” means June 20, 2011.
“Initial Principal Balance” means $25,000,000.
“Interest Payment Date” means the scheduled due date of any payment of interest on the
Class D(2006-D2) Notes, which shall be each Payment Date. The first Interest Payment Date shall be
July 20, 2006.
“LIBOR Determination Date” shall mean (1) with respect to the first Interest Payment
Date, (i) June 6, 2006 for the period from and including the Closing Date to but
- 3 -
excluding June 20, 2006, and on June 16, 2006 for the period from and including June 20, 2006
to but excluding July 20, 2006 and (2) 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.
“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 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
- 4 -
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]
ARTICLE II
The Class D(2006-D2) Asset Backed Notes
The Class D(2006-D2) Asset Backed Notes
Section 2.01 Creation and Designation. There is hereby created a tranche of Class D
Notes to be issued pursuant to the Master Indenture and the AdvantaSeries Indenture Supplement to
be known as the “AdvantaSeries Class D(2006-D2) Asset Backed Notes.”
Section 2.02 Interest Payment; Margin Percentage.
(a) For each Interest Payment Date, the amount of interest due and payable with respect to the
Class D(2006-D2) 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 D(2006-D2) Notes
determined as of the Record Date preceding the related Interest Payment Date. Any interest on the
Class D(2006-D2) Notes will be calculated on the basis of the actual number of days in the related
Interest Period and a 360-day year.
(b) The Transferor may change the Class D(2006-D2) Margin Percentage upon satisfaction of the
Rating Agency Condition and without the prior consent of any Noteholder, so long as all of the
Class D(2006-D2) Notes are held by the Transferor or an Affiliate of the Transferor; provided,
however, that the Class D(2006-D2) Margin Percentage shall not exceed 2.25% at any time.
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
- 5 -
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 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) or (c) 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 D(2006-D2) 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 D(2006-D2) 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 D(2006-D2) Notes will be the
Accumulation Deposit Amount for such Payment Date. The Accumulation Period is scheduled to
commence at the close of business on September
30, 2010; 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
- 6 -
Class D(2006-D2) Notes
will be the Adjusted Invested Amount for the Class D(2006-D2) 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) 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 D(2006-D2) Notes and distribute to the Paying Agent for
payment to the Class D(2006-D2) Noteholders the amounts deposited into the Principal Funding
Sub-Account for the Class D(2006-D2) 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 D(2006-D2) 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 D(2006-D2) 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 D(2006-D2) Noteholders to receive payments from the Issuer will
terminate on the first Business Day following the Class D(2006-D2) 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 D(2006-D2) 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 D(2006-D2) 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 D(2006-D2) Notes; Form and
Denomination.
- 7 -
(a) The Issuer shall execute and issue, and the Indenture Trustee shall authenticate, the
Class D(2006-D2) Notes in accordance with Section 2.03 of the Master Indenture. The Indenture
Trustee shall deliver the Class D(2006-D2) Notes to or upon the order of the Issuer when so
authenticated. The Class D(2006-D2) Notes initially shall be Definitive Notes and not Book-Entry
Notes. Following the Closing Date, if the Transferor or an Affiliate of the Transferor holds the
Class D(2006-D2) Notes, upon written direction of the Transferor, the Class D(2006-D2) Notes may be
converted into Book-Entry Notes. Any such conversion to book-entry registration is conditioned
upon the delivery by the Transferor to the Issuer and the Indenture Trustee of a Tax Opinion with
respect to such conversion.
(b) The Class D(2006-D2) Notes will be issued in minimum denominations of $500,000 and
integral multiples of that amount.
Section 2.09 Manner of Payment of Class D(2006-D2) Notes. Except as provided in
Section 11.02 of the Master Indenture with respect to a final distribution, distributions to Class
D(2006-D2) Noteholders hereunder shall be made by (i) check mailed to each Class D(2006-D2)
Noteholder (at such Noteholder’s address as it appears in the Note Register), except that with
respect to any Class D(2006-D2) Notes registered in the name of the nominee of a Clearing Agency,
the Transferor or an Affiliate of the Transferor, such payment shall be made in immediately
available funds and (ii) without presentation or surrender of any Class D(2006-D2) 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, 2006 Payment Date, the AdvantaSeries Monthly Servicing Fee allocated to the Class
D(2006-D2) Notes shall be $31,945.
Section 2.11 Additional Requirements for Registration of and Limitations on Transfer and
Exchange of Class D(2006-D2) Notes.
(a) Registration of transfer of the Class D(2006-D2) Notes shall be effected only if such
transfer is exempt from the registration requirements under the Securities Act. Each initial Class
D(2006-D2) Noteholder, other than the Transferor or an Affiliate of the Transferor, and each
subsequent transferee agrees with the Issuer, the Transferor and the Indenture Trustee that: (i)
such Class D(2006-D2) Noteholder or subsequent transferee, as the case may be, shall deliver, at
its expense, to the Transferor, the Servicer and the Indenture Trustee on or before the acquisition
of such Class D(2006-D2) Notes, an investment letter substantially in the form annexed hereto as
Exhibit A or such other form as the Issuer and the Transferor may determine, executed by the
initial Class D(2006-D2) Noteholder or such transferee, as the case may be, with respect to the
purchase by such Person of such Class D(2006-D2) Note and (ii) all of the statements made by such
Class D(2006-D2) Noteholder in its investment letter shall be true and correct as of the date made.
None of the Issuer, the Transferor, the Servicer, the Seller, the Indenture Trustee or the
Transfer Agent and Registrar is obligated to register or qualify the Class D(2006-D2) Notes under
the Securities Act or any other securities law
- 8 -
or to take any action not otherwise required under
the Master Indenture or the Class D(2006-D2) Terms Document to permit the transfer of the Class
D(2006-D2) Notes without registration or qualification. Any Class D(2006-D2) Noteholder desiring
to effect a transfer of unregistered Class D(2006-D2) Notes shall, and does hereby agree to,
indemnify the Issuer, the Transferor (unless the transferor of the Class D(2006-D2) Notes is the
Transferor), the Servicer, the Seller, the Indenture Trustee and the Transfer Agent and Registrar
against any liability that may result if the transfer is not exempt from such registration or
qualification or is not made in accordance with such federal and state laws and no registration of
transfer shall be made until such letter is so delivered. If the Class D(2006-D2) Notes are
converted to Book-Entry Notes pursuant to Section 2.08(a), the Transferor, upon written notice to
the Issuer and the Indenture Trustee, may direct that the requirement of the delivery of an
investment letter upon a transfer of Class D(2006-D2) Notes be modified or rescinded.
(b) Class D(2006-D2) Notes issued upon registration or transfer of, or Class D(2006-D2) Notes
issued in exchange for Class D(2006-D2) Notes shall bear restrictive legends regarding securities
laws similar to those contained in the form of the Class D(2006-D2) Note attached as Exhibit A-4 to
the AdvantaSeries Indenture Supplement, unless, if the Transferor or an Affiliate of the Transferor
is still the holder of the Class D(2006-D2) Notes, the Transferor provides written direction to the
Issuer, the Servicer, the Indenture Trustee and the Transfer Agent and Registrar that it is
modifying such legend and provides to such Persons a copy of such legend as modified, and in all
other cases, the Issuer, the Transferor, the Servicer, the Indenture Trustee and the Transfer
Agent and Registrar receive an Opinion of Counsel, satisfactory to each of them, to the effect
that such legend may be removed or modified.
(c) If so requested by the Transferor, the Indenture Trustee will make available to any
prospective purchaser of Class D(2006-D2) Notes who so requests, a copy of a letter provided to the
Indenture Trustee by or on behalf of the Transferor relating to the transferability of such
Tranche.
(d) Any sale, conveyance, assignment, hypothecation, pledge, participation or other transfer
of the Class D(2006-D2) Notes by the Transferor or an Affiliate of the Transferor to a
non-affiliated third party is conditioned upon the delivery by the Transferor to the Issuer and the
Indenture Trustee of a Tax Opinion with respect to such sale, conveyance, assignment,
hypothecation, pledge, participation or other transfer.
[END OF ARTICLE II]
- 9 -
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/ Xxxxxxxx X. Xxxxx | |||
| Name: | Xxxxxxxx X. Xxxxx | |||
| Title: | Vice President | |||
| DEUTSCHE BANK TRUST COMPANY AMERICAS, | ||||
as Indenture Trustee |
||||
| By: | /s/ Xxxxx Xxxxxxx | |||
| Name: Title: |
Xxxxx Xxxxxxx Vice President |
|||
| By: | /s/ Xxx Xxxxxxxx | |||
| Name: Title: |
Xxx Xxxxxxxx Assistant Vice President |
|||
[Signature Page to Class D(2006-D2) Terms Document]
EXHIBIT A
FORM OF INVESTMENT LETTER
[DATE]
Advanta Bank Corp.
00000 Xxxxx Xxxxxxxx Xxxx
Xxxxxx, Xxxx
00000 Xxxxx Xxxxxxxx Xxxx
Xxxxxx, Xxxx
Deutsche Bank Trust Company Americas
00 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
00 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
| Re: | Purchase of Advanta Business Card Master Trust AdvantaSeries, Class D(2006-D2) Asset Backed Notes |
Dear Sirs:
The undersigned proposes to purchase the AdvantaSeries Class D(2006-D2) Notes (the “Class
D(2006-D2) Notes”) identified below issued by Advanta Business Card Master Trust (the “Issuer”),
pursuant to (i) the AdvantaSeries Class D(2006-D2) Terms Document (the “Terms Document”), dated as
of June 8, 2006, between the Issuer and Deutsche Bank Trust Company Americas (formerly known as
Bankers Trust Company), as indenture trustee (the “Indenture Trustee), (ii) the AdvantaSeries
Indenture Supplement (the “Indenture Supplement”), dated as of November 1, 2004, among the Issuer,
Advanta Business Receivables Corp., as transferor (the “Transferor”), Advanta Bank Corp., as
servicer (the “Servicer”), and the Indenture Trustee and (iii) the Master Indenture (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, among the Issuer, the Transferor, the Servicer and the Indenture Trustee.
Terms used and not otherwise defined herein shall have the respective meanings given them in the
Terms Document, the Indenture Supplement or the Master Indenture. In connection with our proposed
purchase of such notes we acknowledge, represent, warrant and agree that:
1. the Class D(2006-D2) Notes have not been and will not be registered under the Securities
Act or any state or other applicable securities law and the Class D(2006-D2) Notes, or any interest
or participation therein, may not be offered, sold, pledged or otherwise transferred unless
registered pursuant to, or exempt from registration under, the Securities Act of 1933, as amended
(the “Securities Act”), and any other applicable securities laws;
A-1
2. the Class D(2006-D2) Notes will be reoffered, resold, pledged or otherwise transferred only
to a Person (a) which is the Transferor or an Affiliate of the Transferor, (b)(i) which we
reasonably believe is a “qualified institutional buyer” (“QIB”) (as defined in Rule 144A (“Rule
144A”) under the Securities Act of 1933, as amended (the “Securities Act”)) that will be purchasing
such Class D(2006-D2) Notes in compliance with Rule 144A for its own account or for the account of
a QIB, and (ii) which is made aware that such reoffer, resale, pledge or other transfer is being
made in reliance on Rule 144(A) or (c) which is an institutional “Accredited Investor” (as defined
in Rule 501(a)(1), (2), (3) or (7) under the Securities Act);
3. none of the Issuer, the Transferor, the Servicer, the Owner Trustee, the Indenture Trustee,
or any person representing any of them has made any representation to us with respect to the Issuer
or the offering or sale of any of the Class D(2006-D2) Notes, or any interest or participation
therein, other than [the information contained in the accompanying Private Placement Memorandum,
which has been delivered to us and upon which we are relying in making our investment decision with
respect to the Class D(2006-D2) Notes]. We have had access to such financial and other information
concerning the Issuer and the Class D(2006-D2) Notes as we have deemed necessary in connection with
our decision to purchase such notes;
4. we have such knowledge and experience in financial and business matters as to be capable of
evaluating the merits and risks of an investment in the Class D(2006-D2) Notes, or any interest or
participation therein, and we (and any account for which we are purchasing under paragraph (6)
below) are able to bear the economic risk of an investment in the Class D(2006-D2) Notes;
5. the Class D(2006-D2) Notes will bear a legend to the following effect:
“THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF
1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAW. THE HOLDER HEREOF, BY
PURCHASING THIS NOTE, AGREES THAT THIS NOTE, OR ANY INTEREST OR PARTICIPATION HEREIN, MAY BE
REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND
OTHER APPLICABLE LAWS AND ONLY TO (A) THE TRANSFEROR OR AN AFFILIATE OF THE TRANSFEROR, (B)(I) TO A
PERSON WHICH THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” (“QIB”) (AS
DEFINED IN RULE 144A (“RULE 144A”) UNDER THE SECURITIES ACT) THAT WILL BE PURCHASING SUCH CLASS
D(2006-D2) NOTES, OR INTEREST OR PARTICIPATION THEREIN, IN COMPLIANCE WITH RULE 144A FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF A QIB, AND (II) WHICH IS MADE AWARE THAT SUCH REOFFER, RESALE, PLEDGE
OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144(A) OR (C) WHICH IS AN INSTITUTIONAL
“ACCREDITED INVESTOR” (AS DEFINED IN RULE 501(A)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT).
THIS NOTE WILL NOT BE ACCEPTED FOR REGISTRATION OF TRANSFER EXCEPT UPON PRESENTATION OF EVIDENCE
A-2
SATISFACTORY TO THE TRANSFER AGENT AND REGISTRAR THAT THE RESTRICTIONS ON TRANSFER SET FORTH
IN THE MASTER INDENTURE AND THE CLASS D(2006-D2) TERMS DOCUMENT HAVE BEEN COMPLIED WITH. THIS NOTE
MAY NOT BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL THE REQUIREMENTS OF
THE MASTER INDENTURE AND THE CLASS D(2006-D2) TERMS DOCUMENT CONCERNING TRANSFER HAVE BEEN
SATISFIED. THE ADVANTASERIES CLASS D(2006-D2) NOTES ARE ALSO SUBJECT TO THE DELIVERY OF AN
INVESTMENT LETTER. RESTRICTIONS ON TRANSFER ARE SET FORTH IN THE MASTER INDENTURE AND THE CLASS
D(2006-D2) TERMS DOCUMENT, COPIES OF WHICH ARE AVAILABLE FROM THE INDENTURE TRUSTEE.
BEFORE PURCHASING THIS NOTE, PURCHASERS SHOULD CONSULT COUNSEL WITH RESPECT TO THE
AVAILABILITY AND CONDITIONS OF EXEMPTION FROM THE RESTRICTIONS ON RESALE OR TRANSFER. NEITHER THE
ISSUER NOR THE SELLER OF THIS NOTE HAS AGREED TO REGISTER THIS NOTE UNDER THE SECURITIES ACT, TO
QUALIFY THIS NOTE UNDER THE SECURITIES LAWS OF ANY STATE OR JURISDICTION OR TO PROVIDE REGISTRATION
RIGHTS TO ANY PURCHASER.
AS SET FORTH HEREIN, THE OUTSTANDING PRINCIPAL BALANCE OF THIS NOTE AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ON THE FACE HEREOF.”
Any portion of this legend may be removed or modified if the Transferor, the Servicer and the
Indenture Trustee and the Transfer Agent and Registrar have received an Opinion of Counsel, in form
and substance satisfactory to them, to the effect that such paragraph may be removed or modified;
6. we are acquiring the Class D(2006-D2) Notes, or any interest or participation therein, for
our own account or as a fiduciary or agent for one or more investor accounts for which we have sole
investment discretion with respect to each such account and for which we have full power to make
the acknowledgements, representations, warranties and agreements contained herein on behalf of each
of those accounts and not with a view to or for sale in connection with any distribution thereof in
violation of the Securities Act, subject to any requirements of law that the disposition of our
property or the property of such investor account or accounts be at all times within our or their
control and subject to our or their ability to resell those Class D(2006-D2) Notes, or any interest
or participation therein, as described herein and as provided in the Master Indenture and the Class
D(2006-D2) Terms Document;
7. we will comply with all applicable federal and state securities laws, rules and regulations
in connection with any subsequent reoffer, resale, pledge or other transfer of the Class D(2006-D2)
Notes, or any interest or participation therein, by us;
8. registration of transfer of any Class D(2006-D2) Note, or any interest or participation
therein, will require delivery of an investment letter and will otherwise be
A-3
subject in all respects to the restrictions applicable thereto contained in the Master
Indenture and the Class D(2006-D2) Terms Document;
9. by our acceptance of the Class D(2006-D2) Notes, or any interest or participation therein,
we agree to treat the Class D(2006-D2) Notes for federal, state and local income and franchise tax
purposes as indebtedness of the Transferor and to take no action inconsistent therewith; and
10. the Issuer, the Transferor, the Servicer, the Owner Trustee, the Indenture Trustee and
others will rely on the truth and accuracy of the foregoing representations, warranties and
covenants and we agree that if any of the foregoing representations, warranties and covenants
deemed to have been made by us are no longer accurate, we shall promptly notify the Issuer, the
Transferor, the Servicer, the Owner Trustee and the Indenture Trustee. We further agree to
indemnify the Issuer, the Transferor, the Servicer, the Owner Trustee, the Indenture Trustee and
the Transfer Agent and Registrar against any liability that may result if the transfer is not
exempt from registration or qualification or is not made in accordance with federal and state laws
and the requirements of the Master Indenture and the Class D(2006-D2) Terms Document.
| Very truly yours, | ||||
| [NAME OF INVESTOR] | ||||
| By: | ||||
| Name: | ||||
| Title: |
ADVANTASERIES CLASS D(2006-D2) NOTES TO BE PURCHASED:
U.S.$[•] aggregate principal amount of AdvantaSeries Class D(2006-D2) Asset Backed Notes
A-4
