EXHIBIT 4.3
EXECUTION COPY
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ADVANTA BUSINESS CARD MASTER TRUST
as Issuer
and
DEUTSCHE BANK TRUST COMPANY AMERICAS
as Indenture Trustee
CLASS D(2004-D1) 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 D(2004-D1) Notes
Section 2.01 Creation and Designation.................................................................. 7
Section 2.02 Interest Payment; Margin Percentage....................................................... 7
Section 2.03 Determination of One-Month LIBOR.......................................................... 7
Section 2.04 Required Deposits of Available Principal Collections to the Principal Funding Account;
Payment of Principal............................................................... 8
Section 2.05 Holders' Rights to Payments of Interest and Principal..................................... 9
Section 2.06 Cash Collateral Account................................................................... 9
Section 2.07 Delivery and Payment for the Class D(2004-D1) Notes; Form and
Denomination....................................................................... 9
Section 2.08 Manner of Payment of Class D(2004-D1) Notes............................................... 9
Section 2.09 Monthly Servicing Fee..................................................................... 9
Section 2.10 Additional Requirements for Registration of and Limitations on
Transfer and Exchange of Class D(2004-D1) Notes........................................... 10
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CLASS D(2004-D1) 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 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 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 D(2004-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, $1,250,000; 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 D(2004-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
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 D(2004-D1) Notes and (c) the Class D(2004-D1)
Final Maturity Date.
"Accumulation Period Factor" shall mean, for the purpose of calculating
the Accumulation Period Length for the Class D(2004-D1) Notes, with respect to
any Monthly Period, a fraction, the numerator of which is equal to the sum of
the initial invested amounts of all outstanding Series, and the denominator of
which is equal to the sum of (a) the Initial Principal Balance of Class
D(2004-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(2004-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(2004-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(2004-D1) Final Maturity Date" means September 20, 2013.
"Class D(2004-D1) Margin Percentage" means 5.00%, unless another
percentage is selected by the Transferor in accordance with Section 2.02(b).
"Class D(2004-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(2004-D1) Note and duly executed and authenticated in accordance with
the Indenture.
"Class D(2004-D1) Noteholder" means a Person in whose name a Class
D(2004-D1) Note is registered in the Note Register.
"Class D(2004-D1) Termination Date" means the earliest to occur of (a) the
Principal Payment Date on which the Outstanding Principal Balance of the Class
D(2004-D1) Notes is paid in full, (b) the Class D(2004-D1) 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 $10,000,000.
"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 D(2004-D1) 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.
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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.
"Note Interest Rate" means a rate per annum equal to the sum of (a) the
Class D(2004-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.
"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 D(2004-D1) Notes
Section 2.01 Creation and Designation. There is hereby created a tranche
of Class D Notes to be issued pursuant to the Indenture and the AdvantaSeries
Indenture Supplement to be known as the "AdvantaSeries Class D(2004-D1) 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(2004-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(2004-D1) Notes determined as of the Record Date preceding the related
Interest Payment Date. Any interest on the Class D(2004-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(2004-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(2004-D1) Notes are held by the
Transferor or an Affiliate of the Transferor; provided, however, that the Class
D Margin Percentage shall not exceed 5.00% at any time.
Section 2.03 Determination of One-Month LIBOR.
(a) On each LIBOR Determination Date, the Indenture Trustee shall
determine 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 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(2004-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(2004-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(2004-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
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 D(2004-D1) Notes will be the Adjusted Invested Amount for the
Class D(2004-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) 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(2004-D1) Notes and distribute to
the Paying Agent for payment to the Class D(2004-D1) Noteholders the amounts
deposited into the Principal Funding Sub-Account for the Class D(2004-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(2004-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(2004-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(2004-D1) Noteholders to receive payments from
the Issuer will terminate on the first Business Day following the Class
D(2004-D1) 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 D(2004-D1) Notes; Form and
Denomination.
(a) The Issuer shall execute and issue, and the Indenture Trustee shall
authenticate, the Class D(2004-D1) Notes in accordance with Section 2.03 of the
Indenture. The Indenture Trustee shall deliver the Class D(2004-D1) Notes to or
upon the order of the Issuer when so authenticated. The Class D(2004-D1) Notes
shall be Definitive Notes and not Book-Entry Notes.
(b) The Class D(2004-D1) Notes will be issued in minimum denominations of
$500,000 and integral multiples of that amount.
Section 2.08 Manner of Payment of Class D(2004-D1) Notes. Except as
provided in Section 11.02 of the Indenture with respect to a final distribution,
distributions to Class D(2004-D1) Noteholders hereunder shall be made by (i)
check mailed to each Class D(2004-D1) Noteholder (at such Noteholder's address
as it appears in the Note Register), except that with respect to any Class
D(2004-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(2004-D1) Note or the making of any
notation thereon.
Section 2.09 Monthly Servicing Fee. In accordance with Section 3.01(a) of
the AdvantaSeries Indenture Supplement, with respect to January 20, 2005 Payment
Date, the AdvantaSeries Monthly Servicing Fee allocated to the Class D(2004-D1)
Notes shall be $28,333.
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Section 2.10 Additional Requirements for Registration of and Limitations
on Transfer and Exchange of Class D(2004-D1) Notes.
(a) No Holder of a Class D(2004-D1) Note may sell, convey, assign,
hypothecate, pledge, participate or otherwise transfer any interest in the Class
D(2004-D1) Notes (each, a "CLASS D(2004-D1) NOTE ASSIGNMENT"), to any Person
(upon such Class D(2004-D1) Note Assignment, a "CLASS D(2004-D1) NOTE
ASSIGNEE"), unless (i) the Class D(2004-D1) Note Assignment consists of the
entirety of such assignor Holder's Class D(2004-D1) Note and no Class D(2004-D1)
Note Assignments of a partial interest in such Class D(2004-D1) Notes will be
made, and (ii) the Transferor shall have granted its prior written consent
(which consent shall not be granted if, among other things, the Transferor
determines in its sole and absolute discretion that such Class D(2004-D1) Note
Assignment would create or increase a risk that the Trust would be classified
for Federal or any applicable state tax purposes as an association or publicly
traded partnership taxable as a corporation); provided, however, that any Class
D(2004-D1) Note Assignment shall be void unless (i) such proposed Class
D(2004-D1) Note Assignee, other than Advanta Bank Corp ("ABC") or an Affiliate
of ABC, shall comply with this Section 2.09 and shall have delivered to the
Indenture Trustee, the Servicer and the Transferor an investment representation
letter substantially in the form of Exhibit A attached hereto (an "INVESTMENT
LETTER"), or such other form as the Transferor in its sole and absolute
discretion deems acceptable, prior to the effectiveness of such Class D(2004-D1)
Note Assignment; (ii) the number of Private Holders would not exceed, as of the
date of the proposed Class D(2004-D1) Note Assignment, eighty (80), and (iii)
the number of Private Holders owning interests in the Class D(2004-D1) Notes
would not exceed, as of the date of the proposed Class D(2004-D1) Note
Assignment, four (4) or such greater number as may be consented to by the
Transferor in its sole and absolute discretion. In connection with any Class
D(2004-D1) Note Assignment, the assignor Class D(2004-D1) Note Holder shall
request in writing to the Indenture Trustee (who shall promptly deliver it to
the Transferor) for the consent of the Transferor, and the Transferor shall
respond to any such request within ten Business Days after its receipt; it being
understood that the obtaining of such consent is a condition to the
effectiveness of the Class D(2004-D1) Note Assignment. Each Class D(2004-D1)
Note Assignee is subject to the terms and conditions of this Section 2.09 and
its Investment Letter on an ongoing basis and shall make the certifications,
representations and warranties contained in its Investment Letter. Any transfer,
resale, pledge or other transfer of a Class D(2004-D1) Note (or any interest
therein) contrary to the restriction set forth above in this Section 2.09 or
made in reliance upon any false representation or warranty made by a transferee
in its Investment Letter shall be deemed void ab initio by the Indenture
Trustee.
(b) Registration of transfer of the Class D(2004-D1) Notes shall be
effected only if such transfer is exempt from the registration requirements
under the Securities Act. The transferor or the transferee, other than ABC or an
Affiliate of ABC, shall deliver, at its expense, to the Transferor, the Servicer
and the Indenture Trustee, an investment letter from the transferee,
substantially in the form of the investment representation letter attached
hereto as Exhibit A. 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(2004-D1) Notes under the Securities Act or
any other securities law or to take any action not otherwise required under this
AdvantaSeries Indenture Supplement or the Indenture to permit the transfer of
the Class D(2004-D1) Notes without registration or qualification. Any Class
D(2004-D1)
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Noteholder desiring to effect a transfer of unregistered Class D(2004-D1) Notes
shall, and does hereby agree to, indemnify the Issuer, the Transferor (unless
the transferor of the Class D(2004-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.
(c) The Class D(2004-D1) Notes may not be acquired or held by or on behalf
of or with "plan assets" of (a) an employee benefit plan (as defined in Section
3(3) of the Employee Retirement Income Security Act of 1974, as amended
("ERISA"), whether or not subject to Title I of ERISA, (b) a plan described in
Section 4975(e)(1) of the Code, (c) an entity whose underlying assets include
"plan assets" by reason of a plan's investment in the purchaser or (d) a
"benefit plan investor" (as defined in U.S. Department of Labor ("DOL")
Regulation Section 2510.3-101) ("BENEFIT PLAN INVESTOR"), unless (i) the
investor is acquiring or holding the Class D(2004-D1) Notes with assets of an
"insurance company general account" (within the meaning of DOL Prohibited
Transaction Class Exemption ("PTCE") 95-60 (a "GENERAL ACCOUNT")), (ii) the
purchase and holding of the Class D(2004-D1) Notes are eligible for the
exemptive relief afforded under Section I of PTCE 95-60, (iii) less than 25% of
the assets of such General Account constitute "plan assets" of Benefit Plan
Investors, and (iv)r giving effect to the purchase of the Class D(2004-D1) Notes
and all other purchases occurring simultaneously therewith, less than 25% of the
Class D(2004-D1) Notes (excluding Class D(2004-D1) Notes held by the Servicer or
any Affiliate of the Servicer) will constitute "plan assets" of Benefit Plan
Investors.
(d) Each Class D(2004-D1) Noteholder, other than ABC or an Affiliate of
ABC, agrees with the Transferor and the Indenture Trustee that: (i) such Class
D(2004-D1) Noteholder will deliver to the Transferor, the Servicer and the
Indenture Trustee on or before the acquisition of the Class D(2004-D1) Notes and
on or before the effective date of any Class D(2004-D1) Note Assignment, as
applicable, a letter in the form annexed hereto as Exhibit A, executed by the
Class D(2004-D1) Noteholder, or such Class D(2004-D1) Note Assignee, in the case
of a Class D(2004-D1) Note Assignment, with respect to the purchase by such
Class D(2004-D1) Noteholder or Class D(2004-D1) Note Assignee, as the case may
be, of a Class D(2004-D1) Note and (ii) all of the statements made by such Class
D(2004-D1) Noteholder in its Investment Letter shall be true and correct as of
the date made.
(e) Class D(2004-D1) Notes issued upon registration or transfer of, or
Class D(2004-D1) Notes issued in exchange for Class D(2004-D1) Notes shall bear
the restrictive legends regarding securities laws, tax and ERISA matters
contained in the form of the Class D(2004-D1) Note attached as Exhibit A-4 to
the AdvantaSeries Indenture Supplement, unless 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.
(f) If so requested by the Transferor, the Indenture Trustee will make
available to any prospective purchaser of Class D(2004-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 any Series, Class or
Tranche.
[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. 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 D(2004-D1) Terms Document]
