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 D(2005-D1) TERMS DOCUMENT
dated as of May 24, 2005
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.................................................................. 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(2005-D1) 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(2005-D1) Notes; Form and Denomination... 7
Section 2.09 Manner of Payment of Class D(2005-D1) 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(2005-D1) Notes ...................................... 8
CLASS D(2005-D1) TERMS DOCUMENT, dated as of May 24, 2005 (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 "Master 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 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;
(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(2005-D1) 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, $2,500,000; 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(2005-D1) 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, 2007 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(2005-D1) Notes and (c) the Class D(2005-D1) Final
Maturity Date.
"Accumulation Period Factor" shall mean, for the purpose of calculating
the Accumulation Period Length for the Class D(2005-D1) 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(2005-D1) 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 D(2005-D1) 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 D(2005-D1) 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 D(2005-D1) Final Maturity Date" means May 20, 2011.
"Class D(2005-D1) Margin Percentage" means 2.00%, unless another
percentage is selected by the Transferor in accordance with Section 2.02(b).
"Class D(2005-D1) 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(2005-D1) Asset Backed Note and duly executed and authenticated in
accordance with the Master Indenture.
"Class D(2005-D1) Noteholder" means a Person in whose name a Class
D(2005-D1) Note is registered in the Note Register.
"Class D(2005-D1) Note Interest Rate" means a rate per annum equal to the
sum of (a) the Class D(2005-D1) 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(2005-D1) Termination Date" means the earliest to occur of (a) the
Principal Payment Date on which the Outstanding Principal Balance of the Class
D(2005-D1) Notes is paid in full, (b) the Class D(2005-D1) Final Maturity Date
and (c) the date on which the Indenture is discharged and satisfied pursuant to
Article XI thereof.
"Closing Date" means May 24, 2005.
"Expected Final Principal Payment Date" means June 20, 2008.
"Initial Principal Balance" means $20,000,000.
"Interest Payment Date" means the scheduled due date of any payment of
interest on the Class D(2005-D1) Notes, which shall be each Payment Date. The
first Interest Payment Date shall be June 20, 2005.
"LIBOR Determination Date" shall mean (1) with respect to the first
Interest Payment Date, (i) May 20, 2005 for the period from and including the
Closing Date through and including June 19, 2005, 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 second and each subsequent
Interest Period.
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"London Business Day" means any Business Day on which dealings in deposits
in United States Dollars are transacted in the London interbank market.
"Master Indenture" means the Master Indenture dated as of August 1, 2000,
by and between the Issuer and the Indenture Trustee, as amended and supplemented
from time to time.
"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 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 D(2005-D1) 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(2005-D1) 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(2005-D1) 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(2005-D1) Notes determined as of the Record Date preceding the related
Interest Payment Date. Any interest on the Class D(2005-D1) 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(2005-D1) 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(2005-D1) Notes are held by the
Transferor or an Affiliate of the Transferor; provided, however, that the Class
D Margin Percentage shall not exceed 2.00% 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 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
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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(2005-D1) 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(2005-D1) 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(2005-D1) 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, 2007; 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 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 D(2005-D1) Notes will be the Adjusted Invested Amount for the
Class D(2005-D1) 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(2005-D1) Notes and distribute to the Paying Agent for payment to the Class
D(2005-D1) Noteholders the amounts deposited into the Principal Funding
Sub-Account for the Class D(2005-D1) Notes pursuant to this Section 2.04.
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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(2005-D1) 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(2005-D1) 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 D(2005-D1) Noteholders to receive payments from
the Issuer will terminate on the first Business Day following the Class
D(2005-D1) 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(2005-D1) 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(2005-D1) 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(2005-D1) Notes; Form and
Denomination.
(a) The Issuer shall execute and issue, and the Indenture Trustee shall
authenticate, the Class D(2005-D1) Notes in accordance with Section 2.03 of the
Master Indenture. The Indenture Trustee shall deliver the Class D(2005-D1) Notes
to or upon the order of the Issuer when so authenticated. The Class D(2005-D1)
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(2005-D1) Notes, upon written direction of the Transferor, the Class
D(2005-D1) 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.
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(b) The Class D(2005-D1) 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(2005-D1) Notes. Except as
provided in Section 11.02 of the Master Indenture with respect to a final
distribution, distributions to Class D(2005-D1) Noteholders hereunder shall be
made by (i) check mailed to each Class D(2005-D1) Noteholder (at such
Noteholder's address as it appears in the Note Register), except that with
respect to any Class D(2005-D1) 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 D(2005-D1) 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 June 20, 2005
Payment Date, the AdvantaSeries Monthly Servicing Fee allocated to the Class
D(2005-D1) Notes shall be $8,889.
Section 2.11 Additional Requirements for Registration of and Limitations
on Transfer and Exchange of Class D(2005-D1) Notes.
(a) Registration of transfer of the Class D(2005-D1) Notes shall be
effected only if such transfer is exempt from the registration requirements
under the Securities Act. Each initial Class D(2005-D1) 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(2005-D1) 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(2005-D1) 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(2005-D1) Noteholder or such transferee, as the case may be, with
respect to the purchase by such Person of such Class D(2005-D1) Note and (ii)
all of the statements made by such Class D(2005-D1) 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(2005-D1)
Notes under the Securities Act or any other securities law or to take any action
not otherwise required under the Master Indenture or the Class D(2005-D1) Terms
Document to permit the transfer of the Class D(2005-D1) Notes without
registration or qualification. Any Class D(2005-D1) Noteholder desiring to
effect a transfer of unregistered Class D(2005-D1) Notes shall, and does hereby
agree to, indemnify the Issuer, the Transferor (unless the transferor of the
Class D(2005-D1) 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(2005-D1) 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(2005-D1) Notes be modified or rescinded.
(b) Class D(2005-D1) Notes issued upon registration or transfer of, or
Class D(2005-D1) Notes issued in exchange for Class D(2005-D1) Notes shall bear
the restrictive legends
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regarding securities laws contained in the form of the Class D(2005-D1) 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(2005-D1) 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(2005-D1) 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(2005-D1) 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]
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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: /s/ Xxxxx X. Xxxxxx
-------------------------------
Name: Xxxxx X. Xxxxxx
Title: Financial Services Officer
DEUTSCHE BANK TRUST COMPANY AMERICAS,
as Indenture Trustee
By: /s/ Xxxxx X. Xxxxxx
-------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
[Signature Page to Class D(2005-D1) Terms Document]
EXHIBIT A
FORM OF INVESTMENT LETTER
INVESTMENT LETTER
[Date]
[Transferor]
[Servicer]
[Indenture Trustee]
Re: Purchase of Advanta Business Card Master Trust
AdvantaSeries, Class D(2005-D1) Asset Backed
Notes
Dear Sirs:
The undersigned proposes to purchase the AdvantaSeries Class
D(2005-D1) Notes (the "Class D(2005-D1 Notes") identified below issued by
Advanta Business Card Master Trust (the "Issuer"), pursuant to (i) the
AdvantaSeries Class D(2005-D1) Terms Document (the "Terms Document"), dated as
of May 24, 2005, 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, 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 AdvantaSeries Class D(2005-D1) 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(2005-D1) 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;
2. the Class D(2005-D1) 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
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will be purchasing such Class D(2005-D1) 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(2005-D1) 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(2005-D1) Notes]. We
have had access to such financial and other information concerning the Issuer
and the Class D(2005-D1) 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(2005-D1) 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(2005-D1) Notes;
5. the Class D(2005-D1) 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(2005-D1) 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
SATISFACTORY TO THE TRANSFER AGENT AND REGISTRAR THAT THE RESTRICTIONS ON
TRANSFER SET FORTH IN THE MASTER INDENTURE AND THE CLASS D(2005-D1) 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(2005-D1) TERMS DOCUMENT CONCERNING TRANSFER HAVE BEEN
SATISFIED. THE ADVANTASERIES CLASS D(2005-D1) NOTES ARE ALSO SUBJECT TO THE
DELIVERY OF AN INVESTMENT LETTER. RESTRICTIONS ON TRANSFER ARE SET FORTH IN
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THE MASTER INDENTURE AND THE CLASS D(2005-D1) 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(2005-D1) 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(2005-D1) Notes, or any interest or participation therein, as described herein
and as provided in the Master Indenture and the Class D(2005-D1) 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(2005-D1) Notes, or any interest or
participation therein, by us;
8. registration of transfer of any Class D(2005-D1) Note, or any interest
or participation therein, will require delivery of an investment letter and will
otherwise be subject in all respects to the restrictions applicable thereto
contained in the Master Indenture and the Class D(2005-D1) Terms Document;
9. by our acceptance of the Class D(2005-D1) Notes, or any interest or
participation therein, we agree to treat the Class D(2005-D1) 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
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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(2005-D1)
Terms Document.
Very truly yours,
[NAME OF INVESTOR]
By: _________________________________
Name:
Title:
ADVANTASERIES CLASS D(2005-D1) NOTES TO BE PURCHASED:
U.S.$[ - ] aggregate principal amount of AdvantaSeries Class D(2005-D1) Asset
Backed Notes
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