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Exhibit 1.1
ADVANTA BUSINESS CARD MASTER TRUST
ASSET-BACKED NOTES, SERIES 2000-B
$480,000,000 CLASS A NOTES
$57,000,000 CLASS B NOTES
$42,000,000 CLASS C NOTES
UNDERWRITING AGREEMENT
August 11, 2000
Salomon Smith Barney Inc.
as Representative of the several Underwriters
390 Greenwich Street, 6th Floor
New York, NY 10013
Ladies and Gentlemen:
1. Introductory. Advanta Business Receivables Corp., a Nevada corporation
(the "Company"), proposes, subject to the terms and conditions stated herein, to
cause Advanta Business Card Master Trust, a Delaware common law trust (the
"Issuer"), to issue $480,000,000 aggregate principal amount of Advanta Business
Card Master Trust Class A Floating Rate Asset Backed Notes, Series 2000-B (the
"Class A Notes"), $57,000,000 aggregate principal amount of Advanta Business
Card Master Trust Class B Floating Rate Asset Backed Notes, Series 2000-B (the
"Class B Notes"), $42,000,000 aggregate principal amount of Advanta Business
Card Master Trust Class C Floating Rate Asset Backed Notes, Series 2000-B (the
"Class C Notes" and together with the Class A Notes and the Class B Notes, the
"Offered Securities") and $21,000,000 aggregate principal amount of Advanta
Business Card Master Trust Class D Floating Rate Asset Backed Notes, Series
2000-B (the "Class D Notes" and together with the Class A Notes, the Class B
Notes and the Class C Notes, the "Notes").
The Issuer is a common law trust formed pursuant to a Trust Agreement,
dated as of August 1, 2000 (the "Trust Agreement") between the Company and
Wilmington Trust Company, as owner trustee (the "Owner Trustee"). The Notes will
be issued pursuant to a Master Indenture, dated as of August 1, 2000 (the
"Master Indenture"), between the Issuer and Bankers Trust Company, as indenture
trustee (the "Indenture Trustee"), as supplemented by the Series 2000-B
Indenture Supplement with respect to the Notes dated as of August 1, 2000 (the
"Indenture Supplement" and together with the Master Indenture, the "Indenture").
The assets of the Issuer will include, among other things, certain amounts
due (the "Receivables") in a portfolio of MasterCard business revolving credit
card accounts of Advanta Bank Corp. (the "Accounts").
The Receivables are transferred to the Issuer pursuant to a Transfer and
Servicing Agreement, dated as of August 1, 2000 (the "Transfer and Servicing
Agreement"), between the Company, Advanta Bank Corp. ("Advanta"), as servicer
(in such capacity, the "Servicer"), and
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the Issuer. The Receivables transferred to the Issuer by the Company are
acquired by the Company from Advanta, pursuant to a Receivables Purchase
Agreement, dated as of August 1, 2000 (the "Receivables Purchase Agreement"),
between the Company and Advanta. Advanta will grant a security interest in the
Receivables to the Indenture Trustee for the benefit of the Noteholders pursuant
to a letter agreement dated as of August 1, 2000 (the "Security Agreement"),
between Advanta and the Indenture Trustee.
Advanta has agreed to provide notices and perform on behalf of the Issuer
certain other administrative obligations required by the Transfer and Servicing
Agreement, the Master Indenture and each indenture supplement for each series of
Notes issued by the Issuer, pursuant to an Administration Agreement, dated as of
August 1, 2000 (the "Administration Agreement"), between Advanta, as
administrator (in such capacity, the "Administrator"), and the Issuer. The
Transfer and Servicing Agreement, the Receivables Purchase Agreement, the
Indenture, the Trust Agreement, the Security Agreement and the Administration
Agreement are referred to herein, collectively, as the "Transaction Documents."
This Underwriting Agreement is referred to herein as this "Agreement." To
the extent not defined herein, capitalized terms used herein have the meanings
assigned in the Transaction Documents.
Advanta and the Company hereby agree with the underwriters for the Class A
Notes listed on Schedule A hereto (the "Class A Underwriters"), the underwriters
for the Class B Notes listed on Schedule A hereto (the "Class B Underwriters"),
and the underwriters for the Class C Notes listed on Schedule A hereto (the
"Class C Underwriters," and together with the Class A Underwriters and the Class
B Underwriters, the "Underwriters") as follows:
2. Representations and Warranties of the Company and Advanta. Each of the
Company and Advanta, jointly and severally, represents and warrants to, and
agrees with, each of the Underwriters that:
(a) The Company and the Offered Securities meet the requirements for use
of Form S-3 under the Securities Act of 1933, as amended (the "Act"); the
Company has filed with the Securities and Exchange Commission (the "Commission")
a registration statement on Form S-3 (No. 333-32874), including a representative
form of prospectus supplement and such amendments thereto as may have been filed
prior to the date hereof, relating to the Offered Securities and the offering
thereof from time to time in accordance with Rule 415 under the Act. Such
registration statement, as amended, has been declared effective by the
Commission, and the Indenture has been qualified under the Trust Indenture Act
of 1939, as amended (the "Trust Indenture Act"). The registration statement as
amended at the date hereof is hereinafter referred to as the "Registration
Statement." The Company will prepare and file with the Commission a prospectus
supplement (together with any later dated prospectus supplement relating to the
Offered Securities, the "Prospectus Supplement") to the prospectus included in
the Registration Statement (such prospectus, in the form it appears in the
Registration Statement or in the form most recently revised and filed with the
Commission pursuant to Rule 424(b), is hereinafter referred to as the "Base
Prospectus") specifically relating to the Offered Securities pursuant to Rule
424 under the Act. The term "Prospectus" means the Base Prospectus together with
the Prospectus Supplement. The term "Preliminary Prospectus" means any
preliminary prospectus
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supplement specifically relating to the Offered Securities, together with the
Base Prospectus. As used herein, the terms "Registration Statement,"
"Prospectus," "Base Prospectus" and "Preliminary Prospectus" shall include in
each case the documents, if any, incorporated by reference therein. If the
Company has filed an abbreviated registration statement to register additional
debt securities pursuant to Rule 462(b) under the Act (the "Rule 462(b)
Registration Statement"), then any reference herein to the term "Registration
Statement" shall be deemed to include such Rule 462(b) Registration Statement.
For purposes of this Agreement, all references to the Registration Statement,
any Preliminary Prospectus or the Prospectus or any amendment or supplement to
any of the foregoing shall be deemed to include the electronically transmitted
copy thereof filed with the Commission pursuant to its Electronic Data
Gathering, Analysis and Retrieval system ("EDGAR"). All references in this
Agreement to financial statements and schedules and other information that is
"contained," "included" or "stated" in the Registration Statement, any
Preliminary Prospectus or the Prospectus (or other references of like import)
shall be deemed to mean and include all such financial statements and schedules
and other information that is incorporated by reference in the Registration
Statement, any Preliminary Prospectus or the Prospectus, as the case may be; and
all references in this Agreement to amendments or supplements to the
Registration Statement, any Preliminary Prospectus or the Prospectus shall be
deemed to mean and include the filing of any document with the Commission
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), that is incorporated by reference in the Registration Statement, such
Preliminary Prospectus or the Prospectus, as the case may be;
(b) No stop order preventing or suspending the effectiveness or use of the
Registration Statement or the Prospectus has been issued by the Commission and
no proceeding for that purpose has been initiated or, to the knowledge of the
Company or Advanta, threatened by the Commission. The Registration Statement, as
of the date and time as of which the Registration Statement, or the most recent
post-effective amendment thereto, if any, was declared effective by the
Commission, conformed, in all material respects to the requirements of the Act,
and the rules and regulations of the Commission thereunder (the "Rules and
Regulations") and the Trust Indenture Act , and did not include any untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein not misleading, and
on the date of this Agreement, the Registration Statement and the Prospectus
conform, and at the time of filing of the Prospectus pursuant to Rule 424(b) the
Registration Statement and the Prospectus will conform, in all respects with the
requirements of the Act and the Rules and Regulations and the Trust Indenture
Act and neither of such documents includes, or will include, any untrue
statement of a material fact or omits, or will omit, to state any material fact
required to be stated therein or necessary to make the statements therein not
misleading; provided, however, that this representation and warranty shall not
apply to any statements or omissions made in reliance upon and in conformity
with written information furnished to the Company by any Underwriter
specifically for use therein, it being understood and agreed that (i) the only
information provided by the Class A Underwriters for inclusion in the
Registration Statement and the Prospectus is set forth on the cover page of the
Prospectus Supplement in the table under the heading "Class A Notes" and on the
line across from "Price to public," in the table listing the Class A
Underwriters and the Principal Amount of Class A Notes under the heading
"Underwriting" in the Prospectus Supplement, in the third paragraph under the
heading "Underwriting" in the Prospectus Supplement, and in the final paragraph
under the heading "Underwriting" in the Prospectus Supplement (the "Class A
Underwriters'
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Information"); (ii) the only information provided by the Class B Underwriter for
inclusion in the Registration Statement and the Prospectus is set forth on the
cover page of the Prospectus Supplement in the table under the heading "Class B
Notes" and on the line across from "Price to public," in the table listing the
Class B Underwriter and the Principal Amount of Class B Notes and under the
heading "Underwriting" in the Prospectus Supplement, in the fourth paragraph
under the heading "Underwriting" in the Prospectus Supplement, and in the final
paragraph under the heading "Underwriting" in the Prospectus Supplement (the
"Class B Underwriter's Information") and (iii) the only information provided by
the Class C Underwriter for inclusion in the Registration Statement and the
Prospectus is set forth on the cover page of the Prospectus Supplement in the
table under the heading "Class C Notes" and on the line across from "Price to
public," in the table listing the Class C Underwriter and the Principal Amount
of Class C Notes and under the heading "Underwriting" in the Prospectus
Supplement, in the fifth paragraph under the heading "Underwriting" in the
Prospectus Supplement, and in the final paragraph under the heading
"Underwriting" in the Prospectus Supplement (the "Class C Underwriter's
Information"). In addition, the statements in "Description of the Notes," "The
Indenture" and "Description of the Receivables Purchase Agreement" in the Base
Prospectus and "Description of Series Provisions " in the Prospectus Supplement,
to the extent they constitute a summary of the Notes or the Transaction
Documents constitute a fair and accurate summary thereof;
(c) The documents incorporated or deemed to be incorporated by reference
in the Prospectus, when they became effective or were filed with the Commission,
as the case may be, conformed in all material respects to the requirements of
the Act or the Exchange Act, as applicable, and the Rules and Regulations, and
none of such documents contained an untrue statement of a material fact or
omitted to state a material fact required to be stated therein or necessary to
make the statements therein not misleading; and any further documents so filed
and incorporated by reference in the Prospectus or any further amendment or
supplement thereto, when such documents become effective or are filed with the
Commission, as the case may be, will conform in all material respects to the
requirements of the Act or the Exchange Act, as applicable, and the Rules and
Regulations and will not contain an untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary to make the
statements therein not misleading;
(d) Since the respective dates as of which information is given in the
Registration Statement and the Prospectus, there has not been any change, or any
development involving a prospective change, in or affecting the Company or
Advanta or any of their respective subsidiaries (other than as contemplated in
the Registration Statement or the Prospectus) which would be expected to have a
material adverse effect on either (1) the ability of such person to consummate
the transactions contemplated by, or to perform its respective obligations
under, this Agreement or any of the Transaction Documents to which it is a party
or (2) the Accounts or related Receivables considered in the aggregate;
(e) The Company has been duly formed and is validly existing as a
corporation in good standing under the laws of Nevada; Advanta has been duly
incorporated and is validly existing as an industrial loan corporation in good
standing under the laws of Utah; each of the Company and Advanta has the power
and authority (corporate and/or other) to own its properties and conduct its
business to the extent described in the Prospectus and to perform its
obligations under this Agreement and the Transaction Documents to which it is a
party; and each of the
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Company and Advanta has been duly qualified as a foreign corporation for the
transaction of business and is in good standing under the laws of each other
jurisdiction in which it owns or leases properties or conducts any business so
as to require such qualification, or is subject to no material liability or
disability by reason of the failure to be so qualified in any such jurisdiction;
(f) As of the Time of Delivery, each consent, approval, authorization or
order of, or filing with, any court or governmental agency or body that is
required to be obtained or made by the Company, Advanta, the Issuer or their
subsidiaries for the consummation of the transactions contemplated by this
Agreement and the Transaction Documents shall have been obtained or made, except
for such consents, approvals, authorizations, registrations or qualifications as
may be required under Blue Sky laws;
(g) Any taxes, fees and other governmental charges that are assessed and
due from the Company, Advanta, or the Issuer in connection with the execution,
delivery and issuance of this Agreement and each Transaction Document shall have
been paid or will be paid at or prior to the Time of Delivery to the extent then
due;
(h) This Agreement has been duly authorized, executed and delivered by the
Company and Advanta and constitutes a legal, valid and binding agreement of the
Company and Advanta enforceable in accordance with its terms, except as
enforceability may be limited by (i) bankruptcy, insolvency, liquidation,
receivership, moratorium, reorganization or other similar laws affecting the
enforcement of the rights of creditors and (ii) general principles of equity,
whether enforcement is sought in a proceeding in equity or at law;
(i) The Offered Securities have been duly and validly authorized by the
Company, the direction by the Issuer to the Trustee to authenticate the Offered
Securities has been duly authorized by the Company and, when issued pursuant to
the Indenture and delivered pursuant to this Agreement, the Offered Securities
will have been duly executed, authenticated, issued and delivered and will
constitute valid and legally binding obligations of the Issuer, enforceable in
accordance with their terms, and entitled to the benefits provided by the
Indenture under which they are to be issued, which Indenture will be
substantially in the form filed as an exhibit to the Registration Statement; the
Indenture has been duly authorized and duly qualified under the Trust Indenture
Act and, assuming the due authorization, execution and delivery thereof by the
other parties thereto, the Indenture will constitute a valid and legally binding
instrument of the Issuer, enforceable in accordance with its terms, except as
enforceability may be limited by (i) bankruptcy, insolvency, liquidation,
receivership, moratorium, reorganization or other similar laws affecting the
enforcement of the rights of creditors and (ii) general principles of equity,
whether enforcement is sought in a proceeding in equity or at law; assuming the
due authorization, execution and delivery thereof by the other parties thereto,
each of the other Transaction Documents to which it is a party will constitute a
valid and legally binding obligation of the Company and Advanta, as applicable,
enforceable in accordance with its terms, except as enforceability may be
limited by (i) bankruptcy, insolvency, liquidation, receivership, moratorium,
reorganization or other similar laws affecting the enforcement of the rights of
creditors and (ii) general principles of equity, whether enforcement is sought
in a proceeding in equity or at law; the execution, delivery and performance by
each of the Company and Advanta of the Transaction Documents to which it is a
party and the consummation of the transactions contemplated thereby have been
duly and validly authorized by all necessary action and
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proceedings required of it; and the Offered Securities, the Indenture, the
Receivables Purchase Agreement, the Transfer and Servicing Agreement and the
other Transaction Documents will conform in all material respects to the
descriptions thereof in the Prospectus;
(j) The issue and sale of the Offered Securities by the Issuer as
contemplated hereby and the compliance by the Company and Advanta with all of
the provisions of this Agreement, and the compliance by each of the Company and
Advanta with all of the provisions of all of the Transaction Documents to which
it is a party and the consummation of the transactions herein and therein
contemplated will not conflict with or result in a breach or violation of any of
the terms or provisions of, or constitute a default under, any indenture,
mortgage, deed of trust, loan agreement or other agreement or instrument to
which the Company and Advanta is a party or by which the Company or Advanta or
any of their subsidiaries is bound or to which any of the property or assets of
the Company or Advanta is subject, nor will such action result in any violation
of the provisions of the Articles of Incorporation or By-laws of the Company or
Advanta, as applicable, or any statute or any order, rule or regulation of any
court or governmental agency or body having jurisdiction over the Company or
Advanta or any of their properties; and no consent, approval, authorization,
order, registration or qualification of or with any such court or governmental
agency or body is required to be obtained by the Company or Advanta for the
issue and sale of the Offered Securities by the Issuer, the consummation by the
Company or Advanta of the transactions contemplated by this Agreement or the
Transaction Documents, except the registration under the Act of the Offered
Securities and the qualification of the Indenture under the Trust Indenture Act
and such consents, approvals, authorizations, registrations or qualifications as
may be required under state or foreign securities or Blue Sky laws in connection
with the purchase and distribution of the Offered Securities by the
Underwriters;
(k) There are no legal or governmental proceedings to which the Company or
Advanta is a party or of which any property of the Company or Advanta is the
subject (i) asserting the invalidity of this Agreement, the Offered Securities
or any other Transaction Documents, (ii) seeking to prevent the issuance of the
Offered Securities or the consummation of any of the transactions contemplated
by this Agreement or any Transaction Document, (iii) which is reasonably
expected to materially and adversely affect the performance by the Company or
Advanta, of their respective obligations under, or the validity or
enforceability of, this Agreement, the Offered Securities or the other
Transaction Documents, as applicable, (iv) seeking to affect adversely the
federal income tax attributes of the Offered Securities described in the
Prospectus or (v) which is reasonably expected to, individually or in the
aggregate, have a material adverse effect on the Company, Advanta or the Issuer;
and, to the best of the Company's and Advanta's knowledge, no such proceedings
are threatened or contemplated by governmental authorities or threatened by
others;
(l) Neither the Company nor Advanta is in violation of its respective
Articles of Incorporation or By-laws, and neither the Company nor Advanta is in
default in the performance or observance of any material obligation, agreement,
covenant or condition contained in any indenture, mortgage, deed of trust, loan
agreement, lease or other agreement or instrument to which it is a party or by
which it or any of its properties may be bound;
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(m) None of the Company, Advanta and the Issuer is and, after giving
effect to the offering and sale of the Offered Securities and other transactions
contemplated hereby, will be, an "investment company" or an entity "controlled"
by an "investment company", as such terms are defined in the Investment Company
Act of 1940, as amended (the "Investment Company Act");
(n) As of the Initial Cut-off Date (as defined in the Transfer and
Servicing Agreement), the computer tape of the Initial Designated Accounts (as
defined in the Transfer and Servicing Agreement) made available to the
Representative by Advanta and the Company was accurate in all material respects;
(o) No selection procedures adverse to the holders of the Offered
Securities were utilized in selecting those Receivables transferred by Advanta
to the Company from those Receivables available therefor;
(p) Upon execution and delivery of the Receivables Purchase Agreement and
the Transfer and Servicing Agreement, the Company and the Issuer, respectively,
will acquire the Receivables, free and clear of any lien, charge or encumbrance
(other than as contemplated by the Transaction Documents), but subject to the
rights of the related obligors;
(q) As of the date hereof and as of the Time of Delivery, neither Advanta
nor the Company is obligated to repurchase Receivables in the Initial Designated
Accounts (as defined in the Transfer and Servicing Agreement) constituting a
material portion of the aggregate Receivables in the Initial Designated Accounts
(as defined in the Transfer and Servicing Agreement) existing as of the Time of
Delivery;
(r) As of the date hereof, the Company is wholly-owned by Advanta and the
Issuer is wholly-owned by the Company;
(s) In accordance with Generally Accepted Accounting Principles, as
currently in effect, each party to the Receivables Purchase Agreement and the
Transfer and Servicing Agreement will treat the transactions contemplated by the
Receivables Purchase Agreement and the Transfer and Servicing Agreement as
absolute assignments of the Receivables to the Company and to the Issuer,
respectively;
(t) Advanta represents and warrants that it has made available to the
Underwriters copies of the consolidated financial statements of Advanta Corp.
for the year ended December 31, 1999, as filed with the SEC. Except as set forth
in or contemplated in the Registration Statement and the Prospectus or as
described by Advanta Corp. in SEC filings or press releases of general
distribution, copies of which have been delivered to you, there has been no
material adverse change in the condition (financial or otherwise) of Advanta
Corp., the Company or Advanta since December 31, 1999;
(u) Each of the Company and Advanta hereby makes and repeats each of the
respective representations and warranties expressly made by it in the
Transaction Documents. Such representations and warranties are incorporated by
reference in this Section 2 and the
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Underwriters may rely thereon as if such representations and warranties were
fully set forth herein;
(v) Any taxes, fees and other governmental charges arising from the
execution and delivery by Advanta, the Company or the Issuer of this Agreement,
the Receivables Purchase Agreement, the Transfer and Servicing Agreement and the
Indenture and in connection with the execution, delivery and issuance of the
Offered Securities and with the transfer of the Receivables have been paid or
will be paid by the Company prior to the Closing Date;
(w) Arthur Andersen LLP is an independent public accountant with respect
to Advanta and the Company within the meaning of the Act and the rules and
regulations promulgated thereunder; and
(x) The Indenture has been duly qualified under the TIA and complies as to
form with the TIA and the rules and regulations of the Commission thereunder.
All representations, warranties and agreements made herein shall be deemed
made as of the date hereof and as of the Time of Delivery; provided, however,
that to the extent any representation or warranty relates to a specific date,
such representation and warranty shall be deemed to continue to relate only to
such date.
3. Sale and Delivery to the Underwriters; Closing. Subject to the terms
and conditions herein set forth, the Company agrees to cause the Issuer to issue
the Offered Securities and agrees to sell the Offered Securities to each of the
Underwriters, severally and not jointly, and each of the Underwriters agrees,
severally and not jointly, to purchase from the Company, the principal amount of
Offered Securities set forth opposite the name of such Underwriter, and at the
purchase price set forth, in Schedule A hereto.
Each class of the Offered Securities shall be represented by one or more
definitive global certificates registered in the name of Cede & Co., as nominee
for The Depository Trust Company ("DTC"). The Company will cause the Issuer to
transfer the Offered Securities in book-entry form to the Representative, for
the account of each Underwriter, against payment by the Representative (by or on
behalf of each such Underwriter or otherwise) of the purchase price therefor by
wire transfer payable to the order of the Company in federal (same day) funds
(to such account or accounts as the Company shall designate), by causing DTC to
credit the Offered Securities to the account of the Representative at DTC. The
time and date of such delivery and payment shall be 9:00 a.m., New York City
time, on August 18, 2000 or such other time and date as the Representative and
the Company may agree upon in writing. Such time and date are herein called the
"Time of Delivery."
The documents to be delivered at Time of Delivery by or on behalf of the
parties hereto pursuant to Section 7 hereof and the Offered Securities will be
delivered at the offices of Wolf, Block, Schorr and Solis-Cohen LLP, 250 Park
Avenue, New York, New York 10177 (the "Closing Location"), all at the Time of
Delivery. A meeting will be held at the Closing Location at 9:00 a.m., New York
time, on the New York Business Day next preceding the Time of Delivery, at which
meeting the final drafts of the documents to be delivered pursuant to the
preceding sentence will be available for review by the parties hereto. For the
purposes of this
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Section 3, "New York Business Day" shall mean each Monday, Tuesday, Wednesday,
Thursday and Friday which is not a day on which banking institutions in New York
are authorized or obligated by law or executive order to close. The Company will
cause the global certificates referred to above to be made available to the
Representative for checking at least 24 hours prior to the Time of Delivery at
the Closing Location.
4. Offering by Underwriters. (a) It is understood that upon the
authorization by the Representative of the release of the Offered Securities,
the Underwriters propose and agree to offer the Offered Securities for sale upon
the terms and conditions set forth in the Prospectus.
(a) Each of the Underwriters agrees that if it is a foreign broker or
dealer not eligible for membership in the National Association of Securities
Dealers, Inc. (the "NASD"), it will not effect any transaction in the Offered
Securities within the United States or induce or attempt to induce the purchase
of or sale of the Offered Securities within the United States, except that you
shall be permitted to make sales to the other Underwriters or to their United
States affiliates; provided that such sales are made in compliance with an
exemption of certain foreign brokers or dealers under Rule 15a-6 under the
Exchange Act, and in conformity with the Rules of Fair Practice of the NASD as
such rules apply to non-NASD brokers or dealers.
(b) Each Underwriter further represents that:
(i) it has not offered or sold and, prior to the expiry of six
months from the Closing Date, will not offer or sell, any Offered
Securities to persons in the United Kingdom, except to persons whose
ordinary activities involve them in acquiring, holding, managing or
disposing of investments (as principal or agent) for purposes of their
business, or otherwise in circumstances which have not resulted and will
not result in an offer to the public in the United Kingdom within the
meaning of the Public Offers of Securities Regulations 1995;
(ii) it has complied and will comply with all applicable provisions
of the Financial Services Act 1986 with respect to anything done by it in
relation to the Offered Securities in, from or otherwise involving the
United Kingdom;
(iii) it has only issued or passed on and will only issue or pass on
in the United Kingdom any document received by it in connection with the
issue of the Offered Securities to a person of a kind described in Article
11(3) of the Financial Services Act 1986 (Investment Advertisements)
(Exemptions) Order 1996 or persons to whom such document may otherwise
lawfully be issued, distributed or passed on; and
(iv) it is a person of a kind described in Article II(3) of the
Financial Services Act 1986 (Investment Advertisements) (Exemptions) Order
1996.
5. Certain Agreements of the Company and Advanta. The Company and Advanta,
jointly and severally, agree with each of the Underwriters that:
(a) The Company will prepare the Prospectus in a form approved by the
Representative (which approval will not be unreasonably withheld) and will file
such Prospectus
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pursuant to Rule 424(b) under the Act not later than the date required by Rule
424; make no further amendment or any supplement to the Registration Statement
(including any post-effective amendment and any filing under Rule 462(b) under
the Act) or Prospectus which shall be reasonably disapproved by the
Representative promptly after reasonable notice thereof; will advise the
Representative, promptly after it receives notice thereof, of the time when any
amendment to the Registration Statement has been filed or becomes effective or
any supplement to the Prospectus or any amended Prospectus has been filed and to
furnish the Representative with copies thereof, will file promptly all reports
and any definitive proxy or information statements required to be filed by the
Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Exchange Act subsequent to the date of the Prospectus and for so long as the
delivery of a prospectus is required in connection with the offering or sale of
the Offered Securities; to advise the Representative, promptly after it receives
notice thereof, of the issuance by the Commission of any stop order or of any
order preventing or suspending the use of the Prospectus, of the suspension of
the qualification of the Offered Securities for offering or sale in any
jurisdiction, of the initiation or threatening of any proceeding for any such
purpose, or of any request by the Commission for the amending or supplementing
of the Registration Statement or Prospectus or for additional information; and,
in the event of the issuance of any stop order or of any order preventing or
suspending the use of the Prospectus or suspending any such qualification, will
promptly use its best efforts to obtain the withdrawal of such order.
(b) The Company will promptly from time to time take such action as the
Representative may reasonably request to qualify the Offered Securities for
offering and sale under the securities laws of such states as the Representative
may request and to comply with such laws so as to permit the continuance of
sales and dealings therein in such states for as long as may be necessary to
complete the distribution of the Offered Securities, provided that in connection
therewith neither the Company nor the Issuer shall be required to qualify as a
foreign corporation or entity or to file a general consent to service of process
in any state.
(c) If at any time when a prospectus relating to the Notes is required to
be delivered under the Act, any event occurs as a result of which the
Prospectus, as then amended or supplemented, would include an untrue statement
of a material fact or omit to state any material fact necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading, or if it is necessary at any time to amend the Prospectus
to comply with the Act, the Company promptly will prepare and file with the
Commission an amendment or supplement which will correct such statement or
omission or an amendment which will effect such compliance. Neither the
Underwriters' consent to, nor the Underwriters' delivery of, any such amendment
or supplement shall constitute a waiver of any of the conditions set forth in
Section 7.
(d) As soon as practicable, the Company will make generally available to
Noteholders and to the Underwriters an earnings statement or statements of the
Company which will satisfy the provisions of Section 11(a) of the Act and Rule
158 under the Act. The Company will comply with the periodic reporting
requirements under the Exchange Act.
(e) During the period beginning from the date hereof and continuing to and
including the later of the Time of Delivery or the termination of the syndicate,
which shall in no event exceed 30 days from the Time of Delivery, neither the
Company nor Advanta will offer, sell,
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<PAGE> 11
contract to sell or otherwise dispose of any securities secured by or evidencing
interests in receivables similar to the Receivables, except in connection with
the issuance of notes to holders of previously-issued certificates of Advanta
Business Card Master Trust in exchange for such certificates.
(f) So long as any Offered Securities shall be outstanding, Advanta will
deliver or cause to be delivered to the Representative the annual statement as
to compliance to be delivered by Advanta to the Owner Trustee, the Trustee and
each Rating Agency pursuant to Section 3.05 of the Transfer and Servicing
Agreement and the independent certified public accountant's agreed-upon
procedures report furnished to the Owner Trustee, the Indenture Trustee, the
Servicer and each Rating Agency pursuant to Section 3.06 of the Transfer and
Servicing Agreement in each case as soon as such statement is furnished to the
Owner Trustee, the Indenture Trustee or the Rating Agencies, as the case may be.
(g) The Company and Advanta will cooperate with the Underwriters and use
their best efforts to permit the Offered Securities to be eligible for clearance
and settlement through DTC.
(h) The Company will furnish such information, execute such instruments
and take such actions, if any, as the Representative may reasonably request in
connection with any filing with the NASD relating to the Offered Securities
should the Representative determine that such filing is required or appropriate.
(i) So long as any of the Offered Securities are outstanding, the Company
will furnish to the Representative as soon as practicable (i) all documents
required to be distributed to the holders of the Offered Securities or filed
with the Commission pursuant to the Exchange Act or any order of the Commission
thereunder, (ii) all monthly reports required to be delivered to or filed with
the Indenture Trustee, (iii) all notices or requests to or from the Rating
Agencies with respect to the Offered Securities that have been delivered to or
received by the Company, (iv) any order of the Commission under the Act or the
Exchange Act applicable to the Issuer or to the Company, or pursuant to a
"no-action" letter obtained from the staff of the Commission by the Company and
affecting the Issuer or the Company and (v) from time to time, any other
publicly available information concerning the Company filed with any government
or regulatory authority, as the Representative may reasonably request.
(j) At the Time of Delivery, the electronic ledger used by Advanta as a
master record of the Receivables conveyed by Advanta to the Company and, in
turn, conveyed by the Company to the Issuer, shall be marked in such a manner as
shall clearly indicate the Issuer's absolute ownership of such Receivables, and
from and after the Time of Delivery, neither the Company nor Advanta nor any of
their affiliates shall take any action inconsistent with the Issuer's ownership
of such Receivables, other than as permitted by the Transaction Documents.
(k) To the extent, if any, that the rating provided with respect to the
Offered Securities by any of the Rating Agencies that initially rate the Offered
Securities is conditional upon the furnishing of documents or the taking of any
other reasonable actions by the Company or Advanta, the Company and Advanta will
use their best efforts to furnish, as soon as practicable, such documents and
take (or cause the taking of) any such other actions.
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<PAGE> 12
(l) Each of the Company and Advanta will use the net proceeds received by
it from the issuance of the Offered Securities in the manner specified in the
Prospectus under the caption "Use of Proceeds."
(m) The Company will file with the Commission within fifteen days of the
issuance of the Offered Securities a current report on Form 8-K setting forth
specific information concerning the Offered Securities and the Receivables to
the extent that such information is not set forth in the Prospectus.
6. Computational Materials and ABS Term Sheets. (a) Each Underwriter,
severally, represents and warrants to the Company and Advanta that it has not
and will not use any information that constitutes "Computational Materials," as
defined in the Commission's No-Action Letter, dated May 20, 1994, addressed to
Kidder, Peabody Acceptance Corporation I, Kidder, Peabody & Co. Incorporated and
Kidder Structured Asset Corporation (as made generally applicable to
registrants, issuers and underwriters by the Commission's response to the
request of the Public Securities Association dated May 27, 1994), with respect
to the offering of the Offered Securities.
(b) Each Underwriter, severally, represents and warrants to the Company
and Advanta that it has not and will not use any information that constitutes
"ABS Term Sheets," as defined in the Commission's No-Action Letter, dated
February 17, 1995, addressed to the Public Securities Association, with respect
to the offering of the Offered Securities.
7. Conditions of the Obligations of the Underwriters. The obligations of
the several Underwriters hereunder shall be subject, in their discretion, to the
condition that all representations and warranties and other statements of the
Company and Advanta herein are, at and as of the Time of Delivery, true and
correct (except to the extent that any representation or warranty relates to a
specific date, in which case such representation or warranty shall be deemed to
continue to relate only to such date), the condition that the Company and
Advanta shall have performed all of their respective obligations hereunder
theretofore to be performed, and the following additional conditions precedent:
(a) The Prospectus shall have been filed with the Commission pursuant to
Rule 424(b) within the applicable time period prescribed for such filing by the
rules and regulations under the Act and in accordance with Section 5(a) hereof;
no stop order suspending the effectiveness of the Registration Statement or any
part thereof shall have been issued and no proceeding for that purpose shall
have been initiated or threatened by the Commission; and all requests for
additional information on the part of the Commission shall have been complied
with to the Representative's satisfaction.
(b) The Representative shall have received an opinion, dated the Closing
Date, of Van Cott, Bagley, Conway & McCarthy, as special counsel for Advanta,
satisfactory in form and substance to the Representative and its counsel to the
effect that:
(i) Advanta (x) has been duly incorporated and is validly
existing as an industrial loan corporation under the laws of the
State of Utah, with power and authority to own its properties and
conduct its business as described in the
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<PAGE> 13
Prospectus and (y) has the power, authority and legal right to
acquire and own the Designated Accounts and the Receivables, to sell
and assign the Receivables to the Company pursuant to the
Receivables Purchase Agreement, to service the Designated Accounts
and Receivables pursuant to the Transfer and Servicing Agreement and
to enter into and perform its obligations under this Agreement and
each Transaction Document to which it is a party.
(ii) Advanta has, or at the time of execution thereof, had,
the power and authority to execute and deliver each of the
Transaction Documents to which it is a party, and Advanta had and at
all times since the time of execution thereof has had and does now
have the power to consummate the transactions contemplated herein
and in the Transaction Documents to which it is a party.
(iii) Advanta has duly authorized, executed and delivered each
Transaction Document to which it is a party.
(iv) This Agreement has been duly authorized, executed and
delivered by Advanta.
(v) No consent, approval, authorization or order of, or filing
of any UCC Financing statements with, any court or governmental
agency or body of the State of Utah having jurisdiction over Advanta
is required for the consummation of the transactions contemplated by
this Agreement and the Transaction Documents, except for (x) filing
of UCC financing statements with respect to the transactions
contemplated in the Receivables Purchase Agreement and the Transfer
and Servicing Agreement and (y) such consents, approvals,
authorizations, orders or filings as may be required under the state
securities or blue sky laws of any jurisdiction.
(vi) The execution, delivery and performance by Advanta of
this Agreement, the transfer of the Receivables from Advanta to the
Company and, in turn, from the Company to the Issuer, the issuance
and sale of the Notes and the consummation of any other of the
transactions contemplated herein or in the Transaction Documents
will not conflict with, result in a breach of or a violation of any
of the terms of, or constitute a default under (x) the Articles of
Incorporation and Bylaws of Advanta, (y) any rule, order, statute or
regulation known to such counsel to be currently applicable to
Advanta or (z) any agreement or other instrument, known to such
counsel, to which Advanta is a party or by which it is bound.
(vii) To such counsel's knowledge, there are no actions,
proceedings or investigations pending before any court,
administrative agency or other tribunal (v) asserting the invalidity
of this Agreement, any of the Transaction Documents or the Notes,
(w) seeking to prevent the issuance of the Notes or the consummation
of any of the transactions contemplated by this Agreement or the
Transaction Documents, (x) which might materially and adversely
affect the performance by Advanta of its obligations under, or the
validity or enforceability
13
<PAGE> 14
of, this Agreement or any of the Transaction Documents to which it
is a party or (y) seeking adversely to affect the federal income tax
attributes of the Notes as described in the Base Prospectus under
the heading "Federal Income Tax Consequences."
(c) The Representative shall have received an opinion, dated the Closing
Date, of Woodburn and Wedge, as special counsel for the Company, satisfactory in
form and substance to the Representative and its counsel to the effect that:
(i) The Company (x) has been duly incorporated and is validly
existing as a corporation under the laws of the State of Nevada,
with power and authority to own its properties and conduct its
business as described in the Prospectus and (y) has the power,
authority and legal right to acquire and own the Designated Accounts
and the Receivables, to sell and assign the Receivables to the
Issuer pursuant to the Transfer Agreement and to enter into and
perform its obligations under this Agreement and each Transaction
Document to which it is a party.
(ii) The Company has, or at the time of execution thereof,
had, the power and authority to execute and deliver each of the
Transaction Documents to which it is a party, and the Company had
and at all times since the time of execution thereof has had and
does now have the power to consummate the transactions contemplated
herein and in the Transaction Documents to which it is a party.
(iii) The Company has duly authorized, executed and delivered
each Transaction Document to which it is a party.
(iv) This Agreement has been duly authorized, executed and
delivered by the Company.
(v) No consent, approval, authorization or order of, or filing
of any UCC Financing statements with, any court or governmental
agency or body of the State of Nevada having jurisdiction over the
Company is required for the consummation of the transactions
contemplated by this Agreement and the Transaction Documents, except
for (x) filing of UCC financing statements with respect to the
transactions contemplated in the Receivables Purchase Agreement and
the Transfer and Servicing Agreement and (y) such consents,
approvals, authorizations, orders or filings as may be required
under the state securities or blue sky laws of any jurisdiction.
(vi) The execution, delivery and performance by the Company of
this Agreement, the transfer of the Receivables from the Company to
the Issuer, the issuance and sale of the Notes and the consummation
of any other of the transactions contemplated herein or in the
Transaction Documents will not conflict with, result in a breach of
or a violation of any of the terms of, or constitute a default under
(x) the Articles of Incorporation and Bylaws of the
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<PAGE> 15
Company, (y) any rule, order, statute or regulation known to such
counsel to be currently applicable to the Company or (z) any
agreement or other instrument, known to such counsel, to which the
Company is a party or by which it is bound.
(vii) To such counsel's knowledge, there are no actions,
proceedings or investigations pending before any court,
administrative agency or other tribunal (v) asserting the invalidity
of this Agreement, any of the Transaction Documents or the Notes,
(w) seeking to prevent the issuance of the Notes or the consummation
of any of the transactions contemplated by this Agreement or the
Transaction Documents, (x) which might materially and adversely
affect the performance by the Company of its obligations under, or
the validity or enforceability of, this Agreement or any of the
Transaction Documents to which it is a party or (y) seeking
adversely to affect the federal income tax attributes of the Notes
as described in the Base Prospectus under the heading "Federal
Income Tax Consequences."
(d) The Representative shall have received an opinion dated the Closing
Date, of Wolf, Block, Schorr and Solis-Cohen LLP, special counsel to the Company
and Advanta, satisfactory in form and substance to the Representative and its
counsel, to the effect that:
(i) Each of the Transaction Documents, including the
allocation of Collections provisions thereof, to which the Company
or Advanta is a party constitutes the legal, valid and binding
obligation of each of them, as applicable, under the laws of the
State of New York enforceable against the Company and Advanta, as
applicable, in accordance with its terms.
(ii) This Agreement constitutes the legal, valid and binding
obligation of the Company and Advanta under the laws of the State of
New York, enforceable against the Company and Advanta in accordance
with its terms.
(iii) The Notes, when executed and authenticated in accordance
with the terms of the Indenture and delivered to and paid for by the
Underwriters in accordance with this Agreement, will be duly and
validly issued and outstanding, will constitute legal, valid and
binding obligations of the Issuer, enforceable against the Issuer in
accordance with their terms and will be entitled to the benefits of
the Indenture.
(iv) The statements in the Base Prospectus under the headings
"Risk Factors -- If a receiver or conservator were appointed for a
seller or a transferor that is a bank, or if a seller or a
transferor that is not a bank became a debtor in a bankruptcy case,
delays or reductions in payment of your notes could occur,"
"Material Legal Aspects of the Receivables," "ERISA Considerations"
and "Federal Income Tax Consequences" and the statements in the
Prospectus Supplement under the headings "Summary of Terms -- Tax
Status" and " --ERISA Considerations" and "ERISA Considerations," to
the extent they constitute matters of law or legal conclusions with
respect thereto, have been reviewed by us and are correct in all
material respects.
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<PAGE> 16
(v) This Agreement, the Transaction Documents and the Notes
conform in all material respects to the descriptions thereof
contained in the Prospectus.
(vi) The Indenture has been duly qualified under the TIA and
complies as to form with the TIA and the rules and regulations of
the Commission thereunder. The Trust is not now, and immediately
following the sale of the Notes pursuant to this Agreement will not
be, required to be registered under the Investment Company Act of
1940, as amended.
(vii) Subject to the discussion in the Prospectus under the
heading "Federal Income Tax Consequences," the Notes will properly
be characterized as indebtedness and the issuance of the Notes will
not cause the Issuer to be classified as an association (or publicly
traded partnership) taxable as a corporation, for U.S. federal
income tax purposes.
(viii) The Indenture constitutes the legal, valid and binding
obligation of the Issuer under the laws of the State of New York.
(ix) The Registration Statement and the Prospectus (other than
the financial and statistical information contained therein) on
their respective effective dates or dates of issuance compiled as to
form in all material respects to the applicable requirements of the
Act and the Rules and Regulations.
(x) Such counsel shall state that they have participated in
conferences with representatives of the Company and Advanta and
their accountants, the Underwriters and counsel to the Underwriters
concerning the Registration Statement and the Prospectus and have
considered the matters to be stated therein and the matters stated
therein, although they are not independently verifying the accuracy,
completeness or fairness of such statements (except as stated in
paragraph (vii) above) and based upon and subject to the foregoing,
nothing has come to such counsel's attention to cause such counsel
to believe that the Registration Statement (excluding any exhibits
filed therewith), at the time it became effective, contained any
untrue statement of a material fact or omitted to state any material
fact required to be stated therein or necessary to make the
statements therein not misleading, or that the Prospectus, as of the
date hereof, contains any untrue statement of a material fact or
omits to state any material fact required to be stated therein or
necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading (it being
understood that such counsel has not been requested to, and does
not, make any comment in such opinion with respect to the financial
statements, supporting schedules and other financial or statistical
information contained in the Registration Statement or the
Prospectus).
(xi) If the FDIC is appointed as conservator or receiver for
Advanta, the court would hold that the security interest granted by
Advanta to the Indenture
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<PAGE> 17
Trustee pursuant to the Security Agreement would be enforceable
against Advanta with respect to the Receivables and such proceeds.
(e) The Representative shall have received from Mayer, Brown & Platt,
special counsel for the Underwriters, such opinion or opinions, dated the
Closing Date, with respect to such matters relating to this transaction as the
Representative and its counsel may require, and the Company shall have furnished
to such counsel such documents as they request for the purpose of enabling them
to pass upon such matters.
(f) The Representative shall have received an opinion, dated the Closing
Date, of Van Cott, Bagley, Conway & McCarthy, special Utah counsel for Advanta,
satisfactory in form and substance to the Representative and its counsel with
respect to (i) certain matters relating to the transfer of the Receivables from
Advanta to the Company and (ii) the perfection of the security interest in favor
of the Company in the Receivables and the proceeds thereof.
(g) The Representative shall have received an opinion, dated the Closing
Date, of Woodburn and Wedge, special Nevada counsel for the Company,
satisfactory in form and substance to the Representative and its counsel, with
respect to (i) certain matters relating to the transfer of the Receivables from
the Company to the Issuer, and (ii) the perfection of the security interest in
favor of the Issuer in the Receivables and the proceeds thereof.
(h) The Representative shall have received a certificate from each of the
Company and Advanta, dated the Closing Date, of any Vice President or more
senior officer of the Company or Advanta, as the case may be, in which such
officer, to the best of his knowledge after reasonable investigation, shall
state that (u) the representations and warranties of the Company and Advanta, as
the case may be, in this Agreement are true and correct in all material respects
on and as of the Closing Date, (v) the Company or Advanta, as the case may be,
has complied with all agreements and satisfied all conditions on its part to be
performed or satisfied hereunder at or prior to the Closing Date, (w) the
representations and warranties of the Company or Advanta, as the case may be,
contained in this Agreement and the Transaction Documents to which it is a party
are true and correct as of the dates specified herein and therein, (x) no stop
order suspending the effectiveness of the Registration Statement has been issued
and no proceedings for that purpose have been instituted or are threatened by
the Commission, (y) nothing has come to such officers' attention that would lead
such officers to believe that the Registration Statement or the Prospectus, and
any amendment or supplement thereto, as of its date and as of the Closing Date,
contained an untrue statement of a material fact or omitted to state any
material fact necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading, and (z) in the
officer's certificate for Advanta only, subsequent to the date of the
Prospectus, there has been no material adverse change in the financial position
or results of operation of Advanta's business card business except as set forth
in or contemplated by the Prospectus or as described in such certificate.
(i) The Representative shall have received an opinion of Richards, Layton
& Finger, counsel to the Owner Trustee, dated the Closing Date, satisfactory in
form and substance to the Representative and its counsel, to the effect that:
17
<PAGE> 18
(i) The Owner Trustee is duly incorporated and validly
existing as a banking corporation in good standing under the laws of
the State of Delaware.
(ii) The Owner Trustee has the power and authority to execute,
deliver and perform the Trust Agreement and to consummate the
transactions contemplated thereby.
(iii) The Trust Agreement has been duly authorized, executed
and delivered by the Owner Trustee and constitutes a legal, valid
and binding obligation of the Owner Trustee, enforceable against the
Owner Trustee in accordance with its terms.
(iv) Each of the Indenture, the Trust Agreement and the
Transfer Agreement (collectively referred to in this subsection (i)
as the "Trust Documents") has been duly executed and delivered by
the Owner Trustee, as Owner Trustee on behalf of the Issuer.
(v) Neither the execution, delivery or performance by the
Owner Trustee, in its individual capacity or as Owner Trustee, as
the case may be, of the Trust Documents, nor the consummation of the
transactions by the Owner Trustee, in its individual capacity or as
Owner Trustee, as the case may be, contemplated thereby, requires
the consent or approval of, the withholding of objection on the part
of, the giving of notice to, the filing, registration or
qualification with, or the taking of any other action in respect of,
any governmental authority or agency of the State of Delaware or the
United States of America governing the banking or trust powers of
the Owner Trustee.
(vi) Neither the execution, delivery and performance by the
Owner Trustee, in its individual capacity or as Owner Trustee, as
the case may be, of the Trust Documents, nor the consummation of the
transactions by the Owner Trustee, in its individual capacity or as
Owner Trustee, as the case may be, contemplated thereby, is in
violation of the charter or bylaws of the Owner Trustee or of any
law, governmental rule or regulation of the State of Delaware or of
the United States of America governing the banking or trust powers
of the Owner Trustee or, to such counsel's knowledge, without
independent investigation, or any indenture, mortgage, bank credit
agreement, note or bond purchase agreement, long-term lease, license
or other agreement or instrument to which it is a party or by which
it is bound or, to such counsel's knowledge, without independent
investigation, of any judgment or order applicable to the Owner
Trustee.
(vii) No consent, approval or other authorization of, or
registration, declaration or filing with, any court or governmental
agency or commission of the State of Delaware is required by or with
respect to the Owner Trustee, in its individual capacity or as Owner
Trustee, as the case may be, for the valid execution and delivery of
the Trust Documents, or for the validity or enforceability thereof.
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<PAGE> 19
(viii) To such counsel's knowledge, without independent
investigation, there are no pending or threatened actions, suits or
proceedings affecting the Owner Trustee before any court or other
governmental authority which, if adversely determined, would
materially and adversely affect the ability of the Owner Trustee to
carry out the transactions contemplated by the Trust Agreement.
(j) The Representative shall have received an opinion of Richards, Layton
& Finger, special Delaware counsel to the Issuer, dated the Closing Date,
satisfactory in form and substance to the Representative and its counsel, to the
effect that:
(i) The Issuer is validly existing as a common law trust under
the laws of the State of Delaware.
(ii) The Trust Agreement constitutes a legal, valid and
binding obligation of the Owner Trustee, enforceable against the
Owner Trustee and the Transferor, in accordance with its terms.
(iii) Under the Trust Agreement, the execution and delivery of
the Transfer Agreement and the Indenture, the issuance of the Notes
and the Transferor Beneficial Interest and the granting of the Trust
Estate to the Indenture Trustee as security for the Notes have been
duly authorized by all necessary trust action on the part of the
Issuer.
(iv) The Issuer has the power and authority, pursuant to the
Trust Agreement, to execute, deliver and perform its obligations
under the Trust Agreement, the Indenture and the Transfer Agreement
(collectively referred to in this subsection (j) as the "Trust
Documents"), the Notes and has duly executed and delivered such
agreements and obligations;
(v) When issued in accordance with the Trust Agreement, the
Transferor Beneficial Interest will be validly issued and entitled
to the benefits of the Trust Agreement.
(vi) Neither the execution, delivery and performance by the
Issuer of the Trust Documents, the Notes or the Transferor
Beneficial Interest nor the consummation by the Issuer of any of the
transactions by the Issuer contemplated thereby, requires the
consent or approval of, the withholding of objection on the part of,
the giving of notice to, the filing, registration or qualification
with, or the taking of any other action in respect of, any
governmental authority or agency of the State of Delaware, other
than the filing of any financing statements with the Delaware
Secretary of State in connection with the Trust Documents.
(vii) Neither the execution, delivery and performance by the
Issuer of the Trust Documents, nor the consummation by the Issuer of
the transactions contemplated thereby, is in violation of the Trust
Agreement or of any law, rule or regulation of the State of Delaware
applicable to the Issuer.
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<PAGE> 20
(viii) With respect to the Issuer and the Receivables: (a)
there is no document, stamp, exercise or other similar tax imposed
by the State of Delaware upon the perfection of a security interest
in the Receivables, in the transfer of the Receivables to or from
the Issuer, or upon the issuance of the Notes; (b) there is no
personal property tax imposed by the State of Delaware upon or
measured by the corpus of the Issuer; (c) the characterization of
the Issuer for federal income tax purposes will be determinative of
the characterization of the Issuer for Delaware income tax purposes
and assuming that the Issuer will be taxed as a partnership for
federal income tax purposes, the Issuer will not be subject to
Delaware income tax and Noteholders who are not otherwise subject to
Delaware income tax will not be subject to tax by reason of their
ownership of the Notes and the receipt of income therefrom; and (d)
any income tax imposed by the State of Delaware that might be
applicable to the Issuer would be based upon "federal taxable
income," and for the purposes of determining such income, the
characterization of such income for federal income tax purposes will
be determinative, whether the characterization of the transaction is
that of a sale or a loan.
(k) The Representative shall have received an opinion of Seward & Kissell,
counsel to the Indenture Trustee, dated the Closing Date, satisfactory in form
and substance to the Representative and its counsel, to the effect that:
(i) The Indenture Trustee has been duly incorporated and is
validly existing as a banking corporation under the laws of the
State of New York and has the power and authority to enter into and
take all action required of it and accept the trusts imposed by the
Indenture and to act as Indenture Trustee under the Indenture.
(ii) The acknowledgment by the Indenture Trustee of the
Transfer and Servicing Agreement has been duly authorized, executed
and delivered by the Indenture Trustee. The Indenture Trustee has
duly authorized, executed and delivered the Indenture. Assuming the
due authorization, execution and delivery thereof by the other
parties thereto, the Indenture is the legal, valid and binding
agreement of the Indenture Trustee, enforceable against the
Indenture Trustee in accordance with its terms.
(iii) The Notes have been duly authenticated and delivered by
the Indenture Trustee.
(iv) The Indenture Trustee is duly authorized and empowered to
exercise trust powers under applicable law.
(v) Neither the execution and delivery of the Notes, the
acknowledgment of the Transfer and Servicing Agreement, nor the
execution, delivery and the performance of the Indenture by the
Indenture Trustee conflicts with or will result in a violation of
(A) any law or regulation of the United States
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<PAGE> 21
of America or the State of New York governing the banking or trust
powers of the Indenture Trustee or (B) the Articles of Incorporation
or Bylaws of the Indenture Trustee.
(vi) No approval, authorization or other action by, or filing
with, any governmental authority of the United States of America or
the State of New York having jurisdiction over the banking or trust
powers of the Indenture Trustee is required in connection with the
execution and delivery by the Indenture Trustee of the Indenture or
the performance by the Indenture Trustee of the terms of the
Indenture or the acknowledgment of the Transfer and Servicing
Agreement.
(m) The Representative shall have received reliance letters addressed to
the Representative, dated as of the Closing Date, allowing the Representative to
rely on each opinion of counsel delivered to a Rating Agency, the Indenture
Trustee, the Company or Advanta in connection with the issuance of the Notes.
(n) At the Time of Delivery, Arthur Andersen LLP shall have furnished to
the Representative a letter, dated the date of delivery thereof, in form and
substance satisfactory to the Representative, containing a statement to the
effect that Arthur Andersen LLP is an independent public accountant with respect
to the Company and Advanta, as defined in the Act and the rules and regulations
of the Commission thereunder.
(o) Subsequent to the respective dates as of which information is given in
the Registration Statement and the Prospectus, there shall not have been any
change, or any development involving a prospective change, in or affecting the
Company or Advanta (other than as contemplated in the Registration Statement)
which, in the reasonable judgment of the Representative, would be expected to
have an adverse effect on either (a) the ability of such person to consummate
the transactions contemplated by, or to perform its respective obligations
under, this Agreement or any of the Transaction Documents to which it is a party
or (b) the Receivables that, in either case, would make it impractical or
inadvisable to proceed with the offering or the delivery of the Offered
Securities as contemplated by the Registration Statement and the Prospectus (and
any supplements thereto).
(p) At the Time of Delivery, (i) the Class A Notes, the Class B Notes and
the Class C Notes shall be rated by Moody's Investors Service, Inc. ("Moody's")
at least "Aaa", "A2", and "Baa2", respectively, and (ii) the Class A Notes, the
Class B Notes and the Class C Notes shall be rated by Standard & Poor's, a
division of the McGraw-Hill Companies, Inc. ("Standard & Poor's") at least
"AAA," "A" and "BBB," respectively.
(q) Subsequent to the execution and delivery of this Agreement none of the
following shall have occurred: (i) trading in securities generally on the New
York Stock Exchange, the American Stock Exchange or the over-the-counter market
shall have been suspended or minimum prices shall have been established on
either of such exchanges or such market by the Commission, by such exchange or
by any other regulatory body or governmental authority having jurisdiction; (ii)
a banking moratorium shall have been declared by Federal or state authorities;
(iii) the United States shall have become engaged in hostilities, there shall
have been an escalation of hostilities involving the United States or there
shall have been a declaration of a
21
<PAGE> 22
national emergency or war by the United States; or (iv) there shall have
occurred such a material adverse change in general economic, political or
financial conditions (or the effect of international conditions on the financial
markets of the United States shall be such) as to make it, in the judgment of
the Underwriters, impractical or inadvisable to proceed with the public offering
or delivery of the Notes on the terms and in the manner contemplated in the
Prospectus.
If any of the conditions specified in this Section 6 shall not have been
fulfilled in all respects when and as provided in this Agreement, if the Company
or Advanta is in breach of any covenants or agreements contained herein or if
any of the opinions and certificates mentioned above or elsewhere in this
Agreement shall not be in all material respects reasonably satisfactory in form
and substance to the Underwriters and counsel to the Underwriters, this
Agreement and all obligations of the Underwriters hereunder may be canceled on,
or at any time prior to, the Closing Date by the Underwriters. Notice of such
cancellation shall be given to the Company and Advanta in writing, or by
telephone or telegraph confirmed in writing.
8. Indemnification and Contribution. (a) The Company and Advanta, jointly
and severally, will indemnify and hold harmless each Underwriter, its partners,
directors and officers and each person, if any, who controls such Underwriter
within the meaning of Section 15 of the Act, from and against (i) any and all
losses, claims, damages or liabilities, joint or several, to which such
Underwriter or any such controlling person may become subject, under the Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon (x) an untrue statement or
alleged untrue statement of a material fact contained in the Registration
Statement or the Prospectus, or any amendment or supplement thereto, or any
related preliminary prospectus, or (y) the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein in the light of the circumstances under which they were made
not misleading, and will promptly reimburse each Underwriter, their respective
directors and officers and each person who controls the Underwriter within the
meaning of Section 15 of the Act, for any legal or other expenses reasonably
incurred by any Underwriter and such other indemnified persons in connection
with investigating, preparing or defending any such loss, claim, damage,
liability or action as such expenses are incurred; provided, however, that the
Company and Advanta shall not be liable in any such case to the extent that any
such loss, claim, damage or liability arises out of or is based upon an untrue
statement or alleged untrue statement or omission or alleged omission made in
the Registration Statement or the Prospectus in reliance upon and in conformity
with the Class A Underwriters' Information, the Class B Underwriter's
Information or the Class C Underwriter's Information.
(b) Each Underwriter will severally and not jointly indemnify and hold
harmless the Company and Advanta, their respective directors and officers and
each person, if any who controls the Company or Advanta, as the case may be,
within the meaning of Section 15 of the Act, against (i) any losses, claims,
damages or liabilities, joint or several, to which the Company, Advanta or such
indemnified person may become subject, under the Act or otherwise, insofar as
such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon (x) an untrue statement or alleged untrue
statement of a material fact contained in the Registration Statement or the
Prospectus, or any amendment or supplement thereto, or any related preliminary
prospectus, or (y) the omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements therein
in the light of the
22
<PAGE> 23
circumstances under which they were made not misleading, in each case to the
extent, but only to the extent, that, with respect to each of the Class A
Underwriters, the Class B Underwriter and the Class C Underwriter, such untrue
statement or alleged untrue statement or omission or alleged omission was made
in reliance upon and in conformity with the Class A Underwriters' Information,
the Class B Underwriter's Information or the Class C Underwriter's Information,
respectively, and will reimburse any legal or other expenses reasonably incurred
by the Company and Advanta in connection with investigating or defending any
such loss, claim, damage, liability or action as such expenses are incurred; and
will reimburse the Company and Advanta, their respective directors and officers
and each person who controls the Company or Advanta within the meaning of
Section 15 of the Act, for any legal or other expenses reasonably incurred by
the Company, Advanta and such other indemnified persons in connection with
investigating, preparing or defending any such loss, claim, damage, liability or
action as such expenses are incurred.
(c) Promptly after receipt by an indemnified party under subsection (a) or
(b) above of notice of the commencement of any action, such indemnified party
shall, if a claim in respect thereof is to be made against the indemnifying
party under such subsection, notify the indemnifying party in writing of the
claim or commencement thereof; provided, however, that the failure to notify an
indemnifying party shall not relieve it from any liability which it may have
under this Section 8 except to the extent it has been materially prejudiced by
such failure; and provided further, however, that the failure to notify any
indemnifying party shall not relieve it from any liability which it may have to
any indemnified party otherwise than under this Section 8. In case any such
action shall be brought against any indemnified party and it shall notify the
indemnifying party of the commencement thereof, the indemnifying party shall be
entitled to participate therein and, to the extent that it shall wish, jointly
with any other indemnifying party similarly notified, to assume the defense
thereof, with counsel reasonably satisfactory to such indemnified party (who may
be counsel to the indemnifying party); provided, however, that if the defendants
in any such action include both the indemnified party and the indemnifying
party, and the indemnified party shall have been advised in writing (with a copy
to the indemnifying party) by counsel that representation of such indemnified
party and the indemnifying party is inappropriate under applicable standards of
professional conduct due to actual or potential differing interests between
them, the indemnified party or parties shall have the right to select separate
counsel to defend such action on behalf of such indemnified party or parties. It
is understood that the indemnifying party shall, in connection with any such
action or separate but substantially similar or related actions in the same
jurisdiction arising out of the same general allegations or circumstances, be
liable for the reasonable fees and expenses of only one separate firm of
attorneys together with appropriate local counsel at any time from all
indemnified parties not having actual or potential differing interests with any
other indemnified party. The indemnifying party will not be liable for any
settlement entered into without its consent and will not be liable to such
indemnified party under this Section 7 for any legal or other expenses incurred
by such indemnified party in connection with the defense thereof unless (i) the
indemnified party shall have employed separate counsel in accordance with the
proviso to the next preceding sentence, (ii) the indemnifying party shall not
have employed counsel reasonably satisfactory to the indemnified party to
represent the indemnified party within a reasonable time after notice of
commencement of the action or (iii) the indemnifying party has authorized the
employment of counsel for the indemnified party at the expense of the
indemnifying party; and provided that, if clause (i) or (iii) is applicable,
such liability shall be
23
<PAGE> 24
only in respect of the counsel referred to in such clause (i) or (iii). No
indemnifying party shall, without the prior written consent of the indemnified
party, effect any settlement of any pending or threatened proceeding in respect
of which any indemnified party is or could have been a party and indemnity could
have been sought hereunder by such indemnified party, unless such settlement
includes an unconditional release of such indemnified party from all liability
on claims that are the subject matter of such proceeding and does not include a
statement as to, or an admission of, fault, culpability or failure to act by or
on behalf of any indemnified party.
(d) If the indemnification provided for in this Section 8 is unavailable
to or insufficient to hold harmless an indemnified party under subsection (a) or
(b) above in respect of any losses, claims, damages or liabilities (or actions
in respect thereof) referred to therein, then each indemnifying party shall
contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, damages or liabilities (or actions or proceedings in
respect thereof) in such proportion as is appropriate to reflect the relative
benefits received by the Company and Advanta on the one hand and the
Underwriters on the other from the offering of the Offered Securities. If,
however, the allocation provided by the immediately preceding sentence is not
permitted by applicable law or if the indemnified party failed to give the
notice required under subsection (c) above, then each indemnifying party shall
contribute to such amount paid or payable by such indemnified party in such
proportion as is appropriate to reflect not only such relative benefits but also
the relative fault of the Company and Advanta on the one hand and the
Underwriters on the other in connection with the statements or omissions which
resulted in such losses, claims, damages or liabilities (or actions or
proceedings in respect thereof), as well as any other relevant equitable
considerations. The relative benefits received by the Company and Advanta on the
one hand and the Underwriters on the other shall be deemed to be in the same
proportion as the total net proceeds from the offering of the Offered Securities
purchased under this Agreement (before deducting expenses) received by the
Company and Advanta bear to the total underwriting discounts and commissions
received by the Underwriters with respect to the Offered Securities purchased
under this Agreement, in each case as set forth in the table on the cover page
of the Prospectus. The relative fault shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material fact
or the omission or alleged omission to state a material fact relates to
information supplied by the Company or Advanta on the one hand or the
Underwriters on the other and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.
The Company, Advanta and the Underwriters agree that it would not be just and
equitable if contributions pursuant to this subsection (d) were determined by
pro rata allocation (even if the Underwriters were treated as one entity for
such purpose) or by any other method of allocation which does not take into
account the equitable considerations referred to above in this subsection (d).
The amount paid or payable by an indemnified party as a result of the losses,
claims, damages or liabilities (or actions or proceedings in respect thereof)
referred to above in this subsection (d) shall be deemed to include any legal or
other expenses reasonably incurred by such indemnified party in connection with
investigating, preparing or defending any such action or claim. Notwithstanding
the provisions of this subsection (d), no Underwriter shall be obligated to
contribute any amount in excess of the underwriting discount applicable to the
Offered Securities purchased by such Underwriter under this Agreement. No person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Act) shall be entitled to contribution from any person who was not guilty of
such fraudulent misrepresentation. The
24
<PAGE> 25
Underwriters' obligations in this subsection (d) to contribute are several in
proportion to their respective underwriting obligations and not joint.
(e) The obligations of the Company and Advanta under this Section 8 shall
be in addition to any liability which the Company and Advanta may otherwise have
and shall extend, upon the same term and conditions, to each person, if any, who
controls any Underwriter within the meaning of the Act; and the obligations of
the Underwriters under this Section 8 shall be in addition to any liability
which the respective Underwriters may otherwise have and shall extend, upon the
same terms and conditions, to each officer and director of the Company or
Advanta who has signed the Registration Statement and to each person, if any,
who controls the Company or Advanta within the meaning of the Act.
9. Default of Underwriters. If any Underwriter or Underwriters default in
their obligations to purchase Offered Securities hereunder at the Time of
Delivery, the remaining Underwriters (the "Non-Defaulting Underwriters") shall
have the right, but not the obligation, to make arrangements satisfactory to the
Representative and the Company for the purchase of such Offered Securities by
other persons within 36 hours after such default; if, however, the
Non-Defaulting Underwriters shall not have completed such arrangements within
such 36 hour period, then this Agreement shall terminate without liability on
the part of any Non-Defaulting Underwriter, Advanta or the Company, except as
provided in Section 10 hereof. As used in this Agreement, the term "Underwriter"
includes any person substituted for an Underwriter under this Section. Nothing
herein will relieve a defaulting Underwriter from liability for its default.
In the event of any such default which does not result in a termination of
this Agreement, any of the Non-Defaulting Underwriters or the Company shall have
the right to postpone the Closing Date for a period not exceeding seven days in
order to effect any required change in the Registration Statement or Prospectus
or in any other documents or arrangements.
10. Reimbursement of Expenses. (a) If (x) no closing of the sale of the
Offered Securities occurs by the Closing Date through no fault of the Company or
Advanta or because the conditions set forth in Section 7 have not been met, or
(y) the Underwriters terminate the engagement pursuant to Section 13 or because
any conditions precedent in Section 7 have not been fulfilled, then the
Company's or Advanta's liability to the Underwriters shall be limited to the
reimbursement of the Underwriters' expenses incurred through the date of
termination for their reasonable out-of-pocket and incidental expenses including
the reasonable fees and expenses of Underwriters' counsel.
(b) In addition, whether or not the Offered Securities are issued or sold,
the Company or Advanta shall pay the reasonable fees and expenses associated
with the transactions contemplated hereby not paid by the Underwriters in
accordance with the provisions of Section 10(c) including, without limitation,
the following fees and expenses:
(i) rating agency fees payable with respect to their ratings of the
Offered Securities;
(ii) any fees charged by the firm of independent public accountants
referred to in Section 7(g);
25
<PAGE> 26
(iii) filing fees in connection with the transactions contemplated
hereby including, but not limited to, the Commission;
(iv) the Owner Trustee's and Indenture Trustee's fees and expenses
and reasonable fees and expenses of counsel to the Owner Trustee and
Indenture Trustee;
(v) the costs and expenses of printing the Prospectus (except the
amount to be paid by the Underwriters in Section 10(b) below);
(vi) the costs of printing or reproducing this Agreement, the Blue
Sky Survey, if applicable, and any other documents in connection with the
offer, sale and delivery of the Offered Securities;
(vii) all expenses in connection with the qualification of the
Offered Securities under state securities laws, including the fees and
disbursements of counsel in connection with the Blue Sky Survey, if
applicable;
(viii) the cost of preparing the Offered Securities;
(ix) the cost or expenses of any transfer agent or registrar; and
(x) all other costs and expenses incident to the performance of
their obligations hereunder which are not otherwise specifically provided
for in this Section 10; provided, that neither the Company nor Advanta
waives any rights to reimbursement from the Underwriters in the event of
any Underwriter's failure to perform in accordance with this Agreement.
(c) It is understood and agreed that, except as provided in Sections 8,
10(a) and 11, the Underwriters will pay (i) securities transfer taxes on resale
of any of the Offered Securities by them, (ii) costs and expenses of printing
the Prospectus and the Prospectus Supplement in an amount not to exceed $15,000,
(iii) any advertising expenses connected with any offers they may make and (iv)
fees and expenses of counsel to the Underwriters.
11. Survival of Certain Representations and Obligations. The respective
indemnities, agreements, representations, warranties and other statements of the
Company, Advanta and the several Underwriters, as set forth in this Agreement or
made by or on behalf of them, respectively, pursuant to this Agreement, shall
remain in full force and effect, regardless of any investigation (or any
statement as to the results thereof) made by or on behalf of any Underwriter or
any controlling person of any Underwriter, or the Company or Advanta, or any
officer or director or controlling person of the Company or Advanta, and shall
survive delivery of and payment for the Offered Securities.
If this Agreement is terminated pursuant to Section 9 or if for any reason
the purchase of the Offered Securities by the Underwriters is not consummated,
the Company shall remain responsible for the expenses to be paid or reimbursed
by it pursuant to Section 10, and the respective obligations of the Company and
the Underwriters pursuant to Section 8 shall remain
26
<PAGE> 27
in effect, and if any Offered Securities have been purchased hereunder, the
representations and warranties in Section 2 and all obligations under Section 5
shall also remain in effect. If the purchase of the Offered Securities by the
Underwriters is not consummated for any reason other than solely because of the
termination of this Agreement pursuant to Section 9, the Company will reimburse
the Underwriters through the Representative for all out-of-pocket expenses
approved in writing by the Representative, including fees, expenses and
disbursements of counsel, reasonably incurred by the Underwriters in making
preparations for the purchase, sale and delivery of the Offered Securities, but
neither Advanta nor the Company shall then be under any further liability to any
Underwriter except as provided in Sections 8 and 10 hereof.
12. Notices. All statements, requests, notices and agreements hereunder
shall be in writing, and if to the Underwriters shall be delivered or sent by
mail, telex or facsimile transmission to you as the Representative in care of
Salomon Smith Barney Inc. 390 Greenwich street, 6th Floor New York, NY 10013; if
to the Company shall be delivered or sent by mail, telex or facsimile
transmission to the address of the Company set forth in the Registration
Statement, Attention: General Counsel; and if to Advanta shall be delivered or
sent by mail, telex or facsimile transmission to Advanta Bank Corp., 11850 South
Election Road, Draper, Utah, 84020, Attention: Treasury, provided, however, that
any notice to an Underwriter pursuant to Section 8(c) hereof shall be delivered
or sent by mail, telex or facsimile transmission to such Underwriter at its
address set forth in its Underwriters' Questionnaire, or telex constituting such
Questionnaire, which address will be supplied to the Company by the
Representative upon request. Any such statements, requests, notices or
agreements shall take effect at the time of receipt thereof.
13. Termination.
(a) The Underwriters may terminate this Agreement immediately upon the
giving of notice at any time at or prior to the Closing Date if any of the
events or conditions described in Section 7(q) of this Agreement shall occur and
be continuing. In the event of any such termination, the covenant set forth in
the provisions of Section 10, the indemnity agreement set forth in Section 8,
and the provision of Section 11 shall remain in effect.
(b) This Agreement may not be terminated by the Company or Advanta without
the written consent of the Underwriters, except in accordance with law.
(c) Notwithstanding anything herein to the contrary, in the event the
Company or Advanta does not perform any obligation under this Agreement or any
representation and warranty hereunder is incomplete or inaccurate in any
material respect, this Agreement and all of the Underwriters' obligations
hereunder may be immediately cancelled by the Underwriters by notice thereof to
the Company or Advanta. Any such cancellation shall be without liability of any
party to any other party except that the provisions of Sections 8 and 11 hereof
shall survive any such cancellation.
14. Successors. This Agreement shall be binding upon, and inure solely to
the benefit of, the Underwriters, the Company and Advanta and, to the extent
provided in Sections 8 and 9 hereof, the officers and directors of the Company
and Advanta and each person who controls the Company and Advanta or any
Underwriter, and their respective heirs, executors, administrators,
27
<PAGE> 28
successors and assigns, and no other person shall acquire or have any right
under or by virtue of this Agreement. No purchaser of any of the Offered
Securities from any Underwriter shall be deemed a successor or assign by reason
merely of such purchase.
15. Representation of Underwriters. In all dealings hereunder, you shall
act on behalf of each of the Underwriters, and the parties hereto shall be
entitled to act and rely upon any statement, request, notice or agreement on
behalf of any Underwriter made or given by you.
16. Time of the Essence. Time shall be of the essence of this Agreement.
17. Counterparts. This Agreement may be executed by any one or more of the
parties hereto in any number of counterparts, each of which shall be deemed to
be an original, but all such counterparts shall together constitute one and the
same instrument.
18. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES
OF CONFLICTS OF LAWS.
The Company and Advanta hereby submit to the non-exclusive jurisdiction of
the Federal and state courts in the Borough of Manhattan in The City of New York
in any suit or proceeding arising out of or relating to this Agreement or the
transactions contemplated hereby.
19. Miscellaneous. Neither this Agreement nor any term hereof may be
changed, waived, discharged or terminated orally, but only by an instrument in
writing signed by the party against whom enforcement of the change, waiver,
discharge or termination is sought. The headings in this Agreement are for
purposes of reference only and shall not limit or otherwise affect the meaning
hereof.
[SIGNATURE PAGE FOLLOWS]
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<PAGE> 29
If you are in agreement with the foregoing, please sign and return to us a
counterpart hereof for each of the Company and Advanta and for each of the
Underwriters and each counsel to the parties hereto, and upon the acceptance
hereof by you, on behalf of each of the Underwriters, this letter and such
acceptance hereof shall constitute a binding agreement between each of the
Underwriters, Advanta, and the Company.
Very truly yours,
ADVANTA BUSINESS RECEIVABLES
CORP.
By: /s/ Michael Coco
-------------------------------
Name: Michael Coco
Title: Vice President - Finance
ADVANTA BANK CORP.
By: /s/ Mark B. Hales
-------------------------------
Name: Mark B. Hales
Title: President
The foregoing Underwriting Agreement
is hereby confirmed and accepted as
of the date first above written.
SALOMON SMITH BARNEY INC.,
as Representative of the Underwriters
By:_______________________________
Authorized Representative
Signature Page to Underwriting Agreement
<PAGE> 30
SCHEDULE A
<TABLE>
<CAPTION>
Underwriter Class A Class B Class C
----------- ------- ------- -------
<S> <C> <C> <C>
Salomon Smith Barney Inc. ....... $120,000,000 $57,000,000 $42,000,000
Barclays Capital Inc. ........... 120,000,000 0 0
Morgan Stanley & Co. Incorporated 120,000,000 0 0
SG Investment Banking ........... 120,000,000 0 0
------------ ----------- -----------
Total ........................... $480,000,000 $57,000,000 $42,000,000
============ =========== ===========
</TABLE>
<TABLE>
<CAPTION>
Purchase Price
(as a percentage of
the principal amount of
each class of Offered Securities)*
<S> <C>
Class A: 99.750%
Class B: 99.675%
Class C: 99.600%
</TABLE>
