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EXHIBIT 4.1
ADVANTA BUSINESS CARD MASTER TRUST
Issuer
and
BANKERS TRUST COMPANY
Indenture Trustee
SERIES 2000-C INDENTURE SUPPLEMENT
Dated as of November 1, 2000
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TABLE OF CONTENTS
<TABLE>
<S> <C>
ARTICLE I Creation of the Series 2000-C Notes................................................ 1
Section 1.01. Designation........................................................................ 1
ARTICLE II Definitions........................................................................ 2
Section 2.01. Definitions........................................................................ 2
ARTICLE III Servicing Fee and Interchange...................................................... 16
Section 3.01. Servicing Compensation; Interchange................................................ 16
ARTICLE IV Rights of Series 2000-C Noteholders and Allocation and Application of
Collections........................................................................ 17
Section 4.01. Collections and Allocations........................................................ 17
Section 4.02. Determination of Monthly Interest.................................................. 18
Section 4.03. Determination of Monthly Principal................................................. 21
Section 4.04. Application of Available Finance Charge Collections and Available Principal
Collections........................................................................ 21
Section 4.05. Investor Charge-Offs............................................................... 24
Section 4.06. Reallocated Principal Collections.................................................. 24
Section 4.07. Excess Finance Charge Collections.................................................. 25
Section 4.08. Shared Principal Collections....................................................... 25
Section 4.09. Principal Funding Account.......................................................... 25
Section 4.10. Reserve Account.................................................................... 26
Section 4.11. Cash Collateral Account............................................................ 28
Section 4.12. Determination of LIBOR............................................................. 31
Section 4.13. Investment Instructions............................................................ 31
ARTICLE V Delivery of Series 2000-C Notes; Distributions; Reports to Series 2000-C
Noteholders........................................................................ 33
Section 5.01. Delivery and Payment for the Series 2000-C Notes................................... 33
Section 5.02. Distributions...................................................................... 33
Section 5.03. Reports and Statements to Series 2000-C Noteholders................................ 34
ARTICLE VI Series 2000-C Pay Out Events....................................................... 36
Section 6.01. Series 2000-C Pay Out Events....................................................... 36
ARTICLE VII Redemption of Series 2000-C Notes; Final Distributions; Series Termination......... 38
Section 7.01. Optional Redemption of Series 2000-C Notes; Final Distributions.................... 38
Section 7.02. Series Termination................................................................. 39
ARTICLE VIII Miscellaneous Provisions........................................................... 40
</TABLE>
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<TABLE>
<S> <C>
Section 8.01. Ratification of Indenture.......................................................... 40
Section 8.02. Form of Delivery of the Series 2000-C Notes........................................ 40
Section 8.03. Additional Requirements for Registration of and Limitations on Transfer and
Exchange of Class D Notes.......................................................... 40
Section 8.04. Amendment.......................................................................... 41
Section 8.05. Counterparts....................................................................... 41
Section 8.06. Governing Law...................................................................... 41
Section 8.07. Limitation of Liability............................................................ 41
</TABLE>
EXHIBITS
EXHIBIT A-1 FORM OF CLASS A NOTE
EXHIBIT A-2 FORM OF CLASS B NOTE
EXHIBIT A-3 FORM OF CLASS C NOTE
EXHIBIT A-4 FORM OF CLASS D NOTE
EXHIBIT B FORM OF MONTHLY PAYMENT INSTRUCTIONS AND
NOTIFICATION TO THE INDENTURE TRUSTEE
EXHIBIT C FORM OF MONTHLY STATEMENT
EXHIBIT D FORM OF MONTHLY SERVICER'S CERTIFICATE
EXHIBIT E-1 FORM OF INVESTMENT LETTER
EXHIBIT E-2 FORM OF INVESTMENT LETTER (ERISA)
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SERIES 2000-C INDENTURE SUPPLEMENT, dated as of November 1, 2000 (the
"INDENTURE SUPPLEMENT"), between WILMINGTON TRUST COMPANY, as Owner Trustee of
ADVANTA BUSINESS CARD MASTER TRUST, a common law trust organized and existing
under the laws of the State of Delaware (herein, the "ISSUER" or the "TRUST"),
and BANKERS TRUST COMPANY, a banking corporation organized and existing under
the laws of the State of New York, not in its individual capacity, but solely as
indenture trustee (herein, together with its successors in the trusts thereunder
as provided in the Master Indenture referred to below, the "INDENTURE TRUSTEE")
under the Master Indenture, dated as of August 1, 2000 (the "INDENTURE") between
the Issuer and the Indenture Trustee (the Indenture, together with this
Indenture Supplement, the "AGREEMENT").
Pursuant to Section 2.12 of the Indenture, the Transferor may direct
the Issuer, to issue one or more Series of Notes. The Principal Terms of this
Series are set forth in this Indenture Supplement to the Indenture.
ARTICLE I
Creation of the Series 2000-C Notes
Section 1.01. Designation.
(a) There is hereby created and designated a Series of Notes to be
issued pursuant to the Indenture and this Indenture Supplement to be known as
"ADVANTA BUSINESS CARD MASTER TRUST, SERIES 2000-C ASSET BACKED NOTES" or the
"SERIES 2000-C NOTES." The Series 2000-C Notes shall be issued in four Classes,
the first of which shall be known as the "CLASS A SERIES 2000-C ASSET BACKED
NOTES," the second of which shall be known as the "CLASS B SERIES 2000-C ASSET
BACKED NOTES," the third of which shall be known as the "CLASS C SERIES 2000-C
ASSET BACKED NOTES," and the fourth of which shall be known as the "CLASS D
SERIES 2000-C ASSET BACKED NOTES."
(b) Series 2000-C shall be included in Group One and shall be a
Principal Sharing Series with respect to Group One only. Series 2000-C shall be
an Excess Allocation Series with respect to Group One only. Series 2000-C shall
not be subordinated to any other Series.
[END OF ARTICLE I]
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ARTICLE II
Definitions
Section 2.01. Definitions.
(a) Whenever used in this Indenture Supplement, the following
words and phrases shall have the following meanings, and the definitions of such
terms are applicable to the singular as well as the plural forms of such terms
and the masculine as well as the feminine and neuter genders of such terms. All
capitalized terms not otherwise defined herein are defined in the Indenture, the
Transfer and Servicing Agreement or the Trust Agreement. Each capitalized term
defined herein shall relate only to the Series 2000-C Notes and no other Series
of Notes issued by the Issuer, unless the context otherwise requires. In the
event that any term or provision contained herein shall conflict with or be
inconsistent with any term or provision contained in the Indenture, the Transfer
and Servicing Agreement or the Trust Agreement, the terms and provisions of this
Indenture Supplement shall be controlling.
"Accumulation Period Factor" shall mean, with respect to any
Monthly Period, a fraction, the numerator of which is equal to the sum of the
initial invested amounts of all outstanding Series, and the denominator of which
is equal to the sum of (a) the Initial Invested Amount, (b) the initial invested
amounts of all outstanding Series (other than Series 2000-C) which are not
expected to be in their revolving periods, and (c) the initial invested amounts
of all other outstanding Series which are not allocating Shared Principal
Collections to other Series and are in their revolving periods; provided,
however, that this definition may be changed at anytime if the Rating Agency
Condition is satisfied.
"Accumulation Period Length" shall have the meaning assigned
such term in subsection 4.04(e).
"Accumulation Shortfall" shall mean (a) on the first Payment
Date during the Controlled Accumulation Period, zero and (b) on each subsequent
Payment Date during the Controlled Accumulation Period, the excess, if any, of
the Controlled Deposit Amount for the previous Payment Date over the amount
deposited into the Principal Funding Account pursuant to subsection 4.04(c)(i)
for the previous Payment Date.
"Additional Interest" shall mean, with respect to any Payment
Date, Class A Additional Interest, Class B Additional Interest, Class C
Additional Interest and Class D Additional Interest for such Payment Date.
"Adjusted Invested Amount" shall mean, as of any date of
determination, an amount equal to the Invested Amount as of such date, minus the
amount on deposit in the Principal Funding Account on such date.
"Available Cash Collateral Account Amount" shall mean, with
respect to any Payment Date, an amount equal to the lesser of (a) the amount on
deposit in the Cash Collateral
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Account, including Investment Earnings, on such date (before giving effect to
any deposit to, or withdrawal from, the Cash Collateral Account made or to be
made with respect to such date) and (b) the Required Cash Collateral Account
Amount for such Payment Date.
"Available Finance Charge Collections" shall mean, with
respect to any Monthly Period, an amount equal to the sum of (a) the Investor
Finance Charge Collections for such Monthly Period, plus (b) Principal Funding
Investment Proceeds, if any, with respect to the related Payment Date, plus (c)
amounts, if any, to be withdrawn from the Reserve Account which will be
deposited into the Collection Account on the related Payment Date to be treated
as Available Finance Charge Collections pursuant to subsection 4.10(b) and
subsection 4.10(d), plus (d) any Excess Finance Charge Collections with respect
to other Series in Group One that are allocated to Series 2000-C pursuant to
Section 4.07.
"Available Principal Collections" shall mean, with respect to
any Monthly Period, an amount equal to the sum of (a) the Investor Principal
Collections for such Monthly Period, minus (b) the amount of Reallocated
Principal Collections with respect to such Monthly Period which pursuant to
Section 4.06 are required to be applied on the related Payment Date, plus (c)
any Shared Principal Collections with respect to other Principal Sharing Series
in Group One (including any amounts on deposit in the Excess Funding Account or
any amounts held by the holders of the Trust Beneficial Interests or
Certificates pending allocation and distribution on any Payment Date) pursuant
to Section 8.05 of the Indenture and Section 4.08 hereof that are allocated to
Series 2000-C, plus (d) the aggregate amount to be treated as Available
Principal Collections pursuant to subsections 4.04(a)(v) and (vi) for the
related Payment Date.
"Available Reserve Account Amount" shall mean, with respect to
any Payment Date, the lesser of (a) the amount on deposit in the Reserve Account
on such date (after taking into account any interest and earnings retained in
the Reserve Account pursuant to subsection 4.10(b) on such date, but before
giving effect to any deposit to, or withdrawal from the Reserve Account made or
to be made on such date), and (b) the Required Reserve Account Amount.
"Base Rate" shall mean, with respect to any Monthly Period,
the per annum rate equal to the product of (i) the percentage equivalent of a
fraction, the numerator of which is equal to the sum of the Monthly Interest and
the Monthly Servicing Fee, each with respect to the related Payment Date, and
the denominator of which is the Invested Amount as of the close of business on
the last day of the immediately preceding Monthly Period, multiplied by (ii)
twelve (12).
"Cash Collateral Account" shall have the meaning specified in
subsection 4.11(a).
"Cash Collateral Account Deficiency" shall mean the excess, if
any, of the Required Cash Collateral Account Amount over the Available Cash
Collateral Account Amount.
"Cash Collateral Account Percentage" shall mean, (i) 1.75%, if
the Quarterly Excess Spread Percentage on such Payment Date is greater than or
equal to 4.50%, (ii) 2.75%, if the Quarterly Excess Spread Percentage on such
Payment Date is less than 4.50% and greater than or equal to 4.00%, (iii) 3.75%,
if the Quarterly Excess Spread Percentage on such Payment Date is less
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than 4.00% and greater than or equal to 3.50%; (iv) 4.25%, if the Quarterly
Excess Spread Percentage on such Payment Date is less than 3.50% and greater
than or equal to 3.00%, (v) 4.75%, if the Quarterly Excess Spread Percentage on
such Payment Date is less than 3.00% and greater than or equal to 2.00%, (vi)
5.75%, if the Quarterly Excess Spread Percentage is less than 2.00% and greater
than 0.00%, and (vii) 10.50%, if the Quarterly Excess Spread Percentage is less
than 0%; provided, however, if the Cash Collateral Account Percentage for any
Payment Date is higher than the Cash Collateral Account Percentage for the
immediately preceding Payment Date, the Cash Collateral Account Percentage shall
not be subsequently decreased to a lower percentage until the first Payment Date
(a) that falls on or after the third Payment Date following the Payment Date on
which the Cash Collateral Percentage had been increased and (b) on which the
Quarterly Excess Spread Percentage has increased to a level above that for the
then-current Cash Collateral Account Percentage, in which case the Cash
Collateral Account Percentage shall be decreased to the appropriate percentage
specified in clauses (i) through (vii) of the definition thereof; and provided
further, that if a Pay Out Event with respect to Series 2000-C has occurred
(other than a Pay Out Event described in Section 6.01(e)), the Cash Collateral
Account Percentage shall be 10.50% and shall no longer be subject to reduction.
"Class A Additional Interest" shall have the meaning specified
in subsection 4.02(a).
"Class A Interest Shortfall" shall have the meaning specified
in subsection 4.02(a).
"Class A Monthly Interest" shall have the meaning specified in
subsection 4.02(a).
"Class A Note Initial Principal Balance" shall mean
$320,000,000.
"Class A Note Interest Rate" shall mean a per annum rate of
0.25% in excess of LIBOR as determined on the related LIBOR Determination Date
with respect to each Interest Period thereafter.
"Class A Note Principal Balance" shall mean, on any date of
determination, an amount equal to (a) the Class A Note Initial Principal
Balance, minus (b) the aggregate amount of principal payments made to the Class
A Noteholders on or prior to such date.
"Class A Noteholder" shall mean the Person in whose name a
Class A Note is registered in the Note Register.
"Class A Notes" shall mean any one of the Notes executed by
the Issuer and authenticated by or on behalf of the Indenture Trustee,
substantially in the form of EXHIBIT A-1.
"Class A Required Amount" shall mean, with respect to any
Payment Date, an amount equal to the excess of the amount described in
subsection 4.04(a)(i) over the Available Finance Charge Collections applied to
pay such amount pursuant to subsection 4.04(a).
"Class B Additional Interest" shall have the meaning specified
in subsection 4.02(b).
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"Class B Interest Shortfall" shall have the meaning specified
in subsection 4.02(b).
"Class B Monthly Interest" shall have the meaning specified in
subsection 4.02(b).
"Class B Note Initial Principal Balance" shall mean
$38,000,000.
"Class B Note Interest Rate" shall mean a per annum rate of
0.70% in excess of LIBOR as determined on the related LIBOR Determination Date
with respect to each Interest Period thereafter.
"Class B Note Principal Balance" shall mean, on any date of
determination, an amount equal to (a) the Class B Note Initial Principal
Balance, minus (b) the aggregate amount of principal payments made to the Class
B Noteholders on or prior to such date.
"Class B Noteholder" shall mean the Person in whose name a
Class B Note is registered in the Note Register.
"Class B Notes" shall mean any one of the Notes executed by
the Issuer and authenticated by or on behalf of the Indenture Trustee,
substantially in the form of EXHIBIT A-2.
"Class B Required Amount" shall mean, with respect to any
Payment Date, an amount equal to the excess of the amount described in
subsection 4.04(a)(ii) over the Available Finance Charge Collections applied to
pay such amount pursuant to subsection 4.04(a).
"Class C Additional Interest" shall have the meaning specified
in subsection 4.02(c).
"Class C Interest Shortfall" shall have the meaning specified
in subsection 4.02(c).
"Class C Monthly Interest" shall have the meaning specified in
subsection 4.02(c).
"Class C Note Initial Principal Balance" shall mean
$28,000,000.
"Class C Note Interest Rate" shall mean a per annum rate of
1.45% in excess of LIBOR as determined on the related LIBOR Determination Date
with respect to each Interest Period thereafter.
"Class C Note Principal Balance" shall mean, on any date of
determination, an amount equal to (a) the Class C Note Initial Principal
Balance, minus (b) the aggregate amount of principal payments made to the Class
C Noteholders on or prior to such date.
"Class C Noteholder" shall mean the Person in whose name a
Class C Note is registered in the Note Register.
"Class C Notes" shall mean any one of the Notes executed by
the Issuer and authenticated by or on behalf of the Indenture Trustee,
substantially in the form of EXHIBIT A-3.
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"Class C Required Amount" shall mean, with respect to any
Payment Date, an amount equal to the excess of the amount described in
subsection 4.04(a)(iv) over the Available Finance Charge Collections applied to
pay such amount pursuant to subsection 4.04(a).
"Class D Additional Interest" shall have the meaning specified
in subsection 4.02(d).
"Class D Interest Shortfall" shall have the meaning specified
in subsection 4.02(d).
"Class D Margin Percentage" shall mean 4.00%, unless another
percentage is selected by the Transferor in accordance with Section 4.02(e) of
this Indenture Supplement.
"Class D Monthly Interest" shall have the meaning specified in
subsection 4.02(d).
"Class D Note Initial Principal Balance" shall mean
$14,000,000.
"Class D Note Interest Rate" shall mean a per annum rate equal
to the sum of (a) the Class D Margin Percentage and (b) LIBOR as determined on
the related LIBOR Determination Date with respect to each Interest Period
thereafter.
"Class D Note Principal Balance" shall mean, on any date of
determination, an amount equal to (a) the Class D Note Initial Principal
Balance, minus (b) the aggregate amount of principal payments made to the Class
D Noteholders on or prior to such date.
"Class D Noteholder" shall mean the Person in whose name a
Class D Note is registered in the Note Register.
"Class D Notes" shall mean any one of the Notes executed by
the Issuer and authenticated by or on behalf of the Indenture Trustee,
substantially in the form of EXHIBIT A-4.
"Closing Date" shall mean November 16, 2000.
"Controlled Accumulation Amount" shall mean, for any Payment
Date occurring during the Controlled Accumulation Period, $50,000,000; provided,
however, that if the Accumulation Period Length is determined to be less than 8
months pursuant to subsection 4.04(e), the Controlled Accumulation Amount for
each Payment Date with respect to the Controlled Accumulation Period will be
equal to (i) the product of (x) the Initial Invested Amount and (y) the
Accumulation Period Factor for such Monthly Period divided by (ii) the Required
Accumulation Factor Number.
"Controlled Accumulation Period" shall mean, unless a Pay Out
Event shall have occurred prior thereto, the period commencing at the close of
business on January 31, 2005 or such later date as is determined in accordance
with subsection 4.04(e), and ending on the first to occur of (a) the
commencement of the Early Amortization Period, (b) the payment in full of the
Note Principal Balance and (c) the Series 2000-C Final Maturity Date.
"Controlled Deposit Amount" shall mean, for any Payment Date
occurring during the
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Controlled Accumulation Period, an amount equal to the sum of the Controlled
Accumulation Amount for such Payment Date and any existing Accumulation
Shortfall.
"Covered Amount" shall mean an amount, determined as of each
Payment Date with respect to any Interest Period, equal to the product of (i) a
fraction, the numerator of which is the actual number of days in such Interest
Period and the denominator of which is 360, times (ii) the weighted average of
the Class A Note Interest Rate, the Class B Note Interest Rate and the Class C
Note Interest Rate in effect with respect to such Interest Period, times (iii)
the aggregate amount on deposit in the Principal Funding Account up to the
Invested Amount as of the Record Date preceding such Payment Date.
"Early Amortization Period" shall mean the period commencing
on the Business Day on which a Pay Out Event with respect to Series 2000-C is
deemed to have occurred, and ending on the first to occur of (i) the payment in
full of the Note Principal Balance and (ii) the Series 2000-C Final Maturity
Date.
"Eligible Institution" shall mean any depository institution
(which may be the Owner Trustee or the Indenture Trustee) organized under the
laws of the United States or any one of the states thereof, or the District of
Columbia (or any domestic branch of a foreign bank), which depository
institution at all times (a) has FDIC deposit insurance and (b) has either (i) a
long-term unsecured debt rating of "AA-" by Standard & Poor's and "Aa2" by
Moody's or (ii) a certificate of deposit rating of "A-1+" by Standard & Poor's
and "P-1" by Moody's. Notwithstanding the previous sentence, any institution the
appointment of which satisfies the Rating Agency Condition shall be considered
an Eligible Institution. If so qualified, the Servicer may be considered an
Eligible Institution for the purposes of this definition.
"Eligible Investments" shall mean the following securities,
instruments, security entitlement or other investment property, other than
securities issued by or obligations of the Seller:
(a) direct obligations of, or obligations fully guaranteed as to timely
payment of principal and interest by, the United States of America;
(b) demand deposits, time deposits or certificates of deposit (having
original maturities of no more than 365 days) of depository institutions or
trust companies incorporated under the laws of the United States of America or
any state thereof, or the District of Columbia (or domestic branches of foreign
banks) and subject to supervision and examination by federal or state banking or
depository institution authorities; provided that at the time of the Trust's
investment or contractual commitment to invest therein, the short-term debt
rating of such depository institution or trust company shall be "A-1+" by
Standard & Poor's and "P-1" by Moody's.
(c) commercial paper or other short-term obligations having original or
remaining maturities of no more than thirty (30) days, and having, at the time
of the Trust's investment or contractual commitment to invest therein, a rating
of "A-1+" by Standard & Poor's and "P-1" by Moody's.
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(d) demand deposits, time deposits and certificates of deposit which
are fully insured by the FDIC having, at the time of the Trust's investment
therein, a rating of "A-1+" by Standard & Poor's and "P-1" by Moody's.
(e) notes or bankers' acceptances (having original maturities of no
more than 365 days) issued by any depository institution or trust company
referred to in clause (b) above;
(f) money market funds having, at the time of the Trust's investment
therein, a rating of "A-1+" by Standard & Poor's and "P-1" by Moody's (including
funds for which the Indenture Trustee or any of its Affiliates is investment
manager or advisor);
(g) time deposits (having maturities not later than the succeeding
Payment Date) other than as referred to in clause (d) above, with a Person the
commercial paper of which has a credit rating of "A-1+" by Standard and Poor's
and "P-1" by Moody's; and
(h) any other investment of a type or rating that satisfies the Rating
Agency Condition.
"Excess Spread Percentage" shall mean with respect to any
Payment Date, a percentage equal to the Net Portfolio Yield for the preceding
Monthly Period minus the Base Rate for the preceding Monthly Period.
"Expected Final Principal Payment Date" shall mean the October
2005 Payment Date.
"Finance Charge Shortfall" shall have the meaning specified in
Section 4.07.
"Finance Charge and Administrative Receivables" shall have the
meaning specified in the Transfer and Servicing Agreement.
"Fixed Investor Percentage" shall mean, with respect to any
Monthly Period, the percentage equivalent (which percentage shall never exceed
100%) of a fraction, (a) the numerator of which is the Invested Amount as of the
close of business on the last day of the Revolving Period and (b) the
denominator of which is the greater of (i) the sum of (A) the total amount of
Principal Receivables in the Trust as of the close of business on the last day
of the immediately preceding Monthly Period (or with respect to the first
Monthly Period, the total amount of Principal Receivables in the Trust as of the
close of business on the Closing Date) and (B) the principal amount on deposit
in the Excess Funding Account as of the close of business on such last day (or
with respect to the first Monthly Period, the Closing Date) and (ii) the sum of
the numerators used to calculate the investor percentages for allocations with
respect to Principal Receivables for all Series outstanding as of the date as to
which such determination is being made; provided, however, that with respect to
any Monthly Period in which a Reset Date occurs, the amount in clause (b)(i)(A)
above shall be (1) the aggregate amount of Principal Receivables in the Trust as
of the close of business on the last day of the prior Monthly Period, for the
period from and including the first day of the prior Monthly Period to but
excluding the related Reset Date, and (2) the aggregate amount of Principal
Receivables in the Trust as of the opening of business on the related Reset Date
after
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adjusting for the aggregate amount of Principal Receivables added to or removed
from the Trust on the related Reset Date, for the period from and including the
related Reset Date, to and including the last day of such Monthly Period.
"Floating Investor Percentage" shall mean, with respect to any
Monthly Period, the percentage equivalent (which percentage shall never exceed
100%) of a fraction, (a) the numerator of which is the Adjusted Invested Amount
as of the close of business on the last day of the preceding Monthly Period (or
with respect to the first Monthly Period, the Initial Invested Amount) and (b)
the denominator of which is the greater of (i) the sum of (A) the total amount
of Principal Receivables in the Trust as of the close of business on the last
day of the immediately preceding Monthly Period (or with respect to the first
Monthly Period, the total amount of Principal Receivables in the Trust as of the
close of business on the Closing Date) and (B) the principal amount on deposit
in the Excess Funding Account as of the close of business on such last day (or
with respect to the first Monthly Period, as of the Closing Date) and (ii) the
sum of the numerators used to calculate the investor percentages for allocations
with respect to Finance Charge and Administrative Receivables, Defaulted Amounts
or Principal Receivables, as applicable, for all Series outstanding as of the
date as to which such determination is being made; provided, however, that with
respect to any Monthly Period in which a Reset Date occurs, the amount in clause
(b)(i)(A) above shall be (1) the aggregate amount of Principal Receivables in
the Trust as of the close of business on the last day of the prior Monthly
Period, for the period from and including the first day of such Monthly Period
to but excluding the related Reset Date and (2) the aggregate amount of
Principal Receivables in the Trust as of the opening of business on the related
Reset Date after adjusting for the aggregate amount of Principal Receivables
added to or removed from the Trust on the related Reset Date, for the period
from and including the related Reset Date to and including the last day of such
Monthly Period.
"Group One" shall mean Series 1997-A, Series 2000-A, Series
2000-B, Series 2000-C and each other Series hereafter specified in the related
indenture supplement to be included in Group One.
"Initial Invested Amount" shall mean $400,000,000.
"Interest Period" shall mean, with respect to any Payment
Date, the period from and including the Payment Date immediately preceding such
Payment Date (or, in the case of the first Payment Date, from and including the
Closing Date) to but excluding such Payment Date.
"Invested Amount" shall mean, as of any date of determination,
an amount equal to (i) the initial principal amount of the Series 2000-C Notes,
minus (ii) the amount of principal previously paid to the Series 2000-C
Noteholders, minus (iii) the excess, if any, of the aggregate amount of Investor
Charge-Offs and Reallocated Principal Collections over the reimbursements of
such amounts pursuant to subsection 4.04(a)(vi) prior to such date.
"Investment Earnings" shall mean, with respect to any Payment
Date, all interest and earnings on Eligible Investments included in the Cash
Collateral Account (net of losses and investment expenses) during the period
commencing on and including the Payment Date immediately preceding such Payment
Date and ending on but excluding such Payment Date.
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"Investor Charge-Off" shall have the meaning specified in
Section 4.05.
"Investor Default Amount" shall mean, with respect to any
Payment Date, an amount equal to the product of (a) the Defaulted Amount for the
related Monthly Period and (b) the Floating Investor Percentage for such Monthly
Period.
"Investor Finance Charge Collections" shall mean, with respect
to any Monthly Period, an amount equal to the Investor Percentage for such
Monthly Period of (a) Collections of Finance Charge and Administrative
Receivables (including Recoveries treated as Collections of Finance Charge and
Administrative Receivables) deposited in the Collection Account for such Monthly
Period and (b) Interchange treated as Investor Finance Charge Collections for
such Monthly Period pursuant to subsection 3.01(b).
"Investor Percentage" shall mean, for any Monthly Period, (a)
with respect to Defaulted Amounts and Finance Charge and Administrative
Receivables at any time and Principal Receivables during the Revolving Period,
the Floating Investor Percentage and (b) with respect to Principal Receivables
during the Controlled Accumulation Period or the Early Amortization Period, the
Fixed Investor Percentage.
"Investor Principal Collections" shall mean, with respect to
any Monthly Period, the aggregate amount retained in the Collection Account for
Series 2000-C pursuant to subsection 4.01(c)(ii) for such Monthly Period and any
amount treated as Investor Principal Collections for Series 2000-C pursuant to
Section 8.03(b) of the Indenture.
"LIBOR" shall mean, the London interbank offered rate for
one-month United States dollar deposits determined by the Indenture Trustee for
each such Interest Period in accordance with the provisions of Section 4.12.
"LIBOR Determination Date" shall mean (i) November 14, 2000
for the period from and including the Closing Date through and including
December 19, 2000, (ii) December 18, 2000 for the period from and including
December 20, 2000 through and including January 21, 2001 and (iii) the second
London Business Day prior to the commencement of the second and each subsequent
Interest Period.
"London Business Day" shall mean any Business Day on which
dealings in deposits in United States dollars are transacted in the London
interbank market.
"Monthly Interest" shall mean, with respect to any Payment
Date, the sum of the Class A Monthly Interest, the Class B Monthly Interest, the
Class C Monthly Interest and the Class D Monthly Interest for such Payment Date.
"Monthly Principal" shall mean the monthly principal
distributable in respect of the Notes as calculated in accordance with Section
4.03.
"Monthly Principal Reallocation Amount" shall mean, with
respect to any Monthly
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Period, an amount equal to the sum of:
(A) the lower of (i) the Class A Required Amount and (ii) the
product of (a) 20.00% and (b) (x) the Initial Invested Amount minus (y)
the amount of unreimbursed Investor Charge-Offs (after giving effect to
Investor Charge-Offs for the related Monthly Period) and unreimbursed
Reallocated Principal Collections (as of the previous Payment Date);
and
(B) the lower of (i) the sum of the Class B Required Amount
and the Servicing Fee Required Amount and (ii) the product of (a)
10.50% and (b) (x) the Initial Invested Amount minus (y) the amount of
unreimbursed Investor Charge-Offs (after giving effect to Investor
Charge-Offs for the related Monthly Period) and unreimbursed
Reallocated Principal Collections (as of the previous Payment Date and
as required in (A) above); and
(C) the lower of (i) the Class C Required Amount and (ii) the
product of (a) 3.50% and (b) (x) the Initial Invested Amount minus (y)
the amount of unreimbursed Investor Charge-Offs (after giving effect to
Investor Charge-Offs for the related Monthly Period) and unreimbursed
Reallocated Principal Collections (as of the previous Payment Date and
as required in (A) and (B) above).
"Monthly Servicing Fee" shall have the meaning specified in
subsection 3.01(a).
"Moody's" shall mean Moody's Investors Service, Inc. and any
successor in interest thereto.
"Net Portfolio Yield" shall mean, with respect to any Monthly
Period, the per annum rate equal to the product of (I) the percentage equivalent
of a fraction, (a) the numerator of which is equal to the sum of (i) Investor
Finance Charge Collections with respect to such Monthly Period, plus (ii) the
Principal Funding Investment Proceeds deposited into the Collection Account on
the Payment Date related to such Monthly Period, plus (iii) the amount of the
Reserve Draw Amount (up to the Available Reserve Account Amount) plus any
amounts of interest and earnings described in Section 4.10, each deposited into
the Collection Account on the Payment Date relating to such Monthly Period, such
sum to be calculated on a cash basis after subtracting the Investor Default
Amount for such Monthly Period, and (b) the denominator of which is the Invested
Amount as of the last day of the prior Monthly Period, multiplied by (II) twelve
(12); provided, however, that Excess Finance Charge Collections that are
allocated to Series 2000-C with respect to such Monthly Period may be added to
the numerator if the Transferor shall have provided ten (10) Business Days prior
written notice of such action to each Rating Agency and the Transferor, the
Servicer and the Indenture Trustee shall have received notification in writing
that such action will not result in any Rating Agency reducing or withdrawing
its then existing rating of the Notes or any outstanding Series or Class with
respect to which it is a Rating Agency.
"Note Principal Balance" shall mean, on any date of
determination, an amount equal to the sum of the Class A Note Principal Balance,
the Class B Note Principal Balance, the Class C Note Principal Balance and the
Class D Note Principal Balance.
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<PAGE> 15
"Payment Date" shall mean January 22, 2001 and the twentieth
day of each calendar month thereafter, or if such twentieth day is not a
Business Day, the next succeeding Business Day.
"Percentage Allocation" shall have the meaning set forth in
subsection 4.01(c)(ii)(y).
"Principal Funding Account" shall have the meaning set forth
in subsection 4.09(a).
"Principal Funding Account Balance" shall mean, with respect
to any date of determination, the principal amount, if any, on deposit in the
Principal Funding Account on such date of determination.
"Principal Funding Investment Proceeds" shall mean, with
respect to each Payment Date, the investment earnings on funds in the Principal
Funding Account (net of investment expenses and losses) for the period from and
including the immediately preceding Payment Date to but excluding such Payment
Date.
"Quarterly Excess Spread Percentage" shall mean (a) with
respect to the January 2001 Payment Date, the Excess Spread Percentage for the
January 2001 Payment Date, (b) with respect to the February 2001 Payment Date,
the percentage equivalent of a fraction the numerator of which is the sum of (i)
the Excess Spread Percentage for the January 2001 Payment Date and (ii) the
Excess Spread Percentage for the February 2001 Payment Date and the denominator
of which is two, (c) with respect to the March 2001 Payment Date, the percentage
equivalent of a fraction the numerator of which is the sum of (i) the Excess
Spread Percentage for the January 2001 Payment Date, (ii) the Excess Spread
Percentage for the February 2001 Payment Date and (iii) the Excess Spread
Percentage for the March 2001 Payment Date and the denominator of which is
three, (d) with respect to the April 2001 Payment Date and each Payment Date
thereafter, the percentage equivalent of a fraction the numerator of which is
the sum of the Excess Spread Percentages for the then-current Payment Date and
the immediately preceding two Payment Dates and the denominator of which is
three.
"Rating Agency" shall mean each of Standard & Poor's and
Moody's.
"Reallocated Principal Collections" shall mean, with respect
to any Payment Date, Investor Principal Collections applied in accordance with
Section 4.06 in an amount not to exceed the Monthly Principal Reallocation
Amount for the related Monthly Period.
"Reassignment Amount" shall mean, with respect to any Payment
Date, after giving effect to any deposits and distributions otherwise to be made
on such Payment Date, the sum of (i) the Note Principal Balance on such Payment
Date, plus (ii) Monthly Interest for such Payment Date and any Monthly Interest
previously due but not distributed to the Series 2000-C Noteholders, plus (iii)
the amount of Additional Interest, if any, for such Payment Date and any
Additional Interest previously due but not distributed to the Series 2000-C
Noteholders on a prior Payment Date.
"Reference Banks" shall mean three major banks in the London
interbank market selected by the Servicer.
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<PAGE> 16
"Required Accumulation Factor Number" shall be equal to a
fraction, rounded upwards to the nearest whole number, the numerator of which is
one and the denominator of which is equal to the lowest monthly principal
payment rate on the Accounts, expressed as a decimal, for the 12 months
preceding the date of such calculation; provided, however, that this definition
may be changed at any time if the Rating Agency Condition is satisfied.
"Required Cash Collateral Account Amount" shall mean, (a)
prior to the occurrence of an Event of Default with respect to Series 2000-C,
with respect to any date of determination, the product of (i) the Cash
Collateral Account Percentage in effect on such date and (ii) the Initial
Invested Amount; provided that the Required Cash Collateral Account Amount shall
not exceed the sum of the Class C Note Principal Balance and the Class D Note
Principal Balance, minus the excess, if any, of the Principal Funding Account
Balance over the sum of the Class A Note Principal Balance and the Class B Note
Principal Balance on such date of determination and (b) after the occurrence of
an Event of Default with respect to Series 2000-C, for any Payment Date, the sum
of (i) the amount on deposit in the Cash Collateral Account on such Payment Date
(including any amount transferred from the Reserve Account to the Cash
Collateral Account pursuant to Section 4.10(e)), plus (ii) Available Finance
Charge Collections for such Payment Date remaining after application of such
amounts pursuant to subsection 4.04(a)(vii); provided, however, that if after
the occurrence of an Event of Default with respect to Series 2000-C the maturity
of the Series 2000-C Notes is not accelerated, the Required Cash Collateral
Account Amount shall not exceed the Note Principal Balance.
"Required Reserve Account Amount" shall mean, with respect to
any Payment Date on or after the Reserve Account Funding Date, an amount equal
to (a) the product of (i) 0.50% of the Note Principal Balance as of the
preceding Payment Date and (ii) a fraction the numerator of which is the number
of Monthly Periods scheduled to be included in the Controlled Accumulation
Period as of such date and the denominator of which is eight (except that if
such numerator is one, the Required Reserve Account Amount determined pursuant
to this clause (a) shall be $0), or (b) any other amount designated by the
Transferor; provided, however, that if such designation is of a lesser amount,
the Transferor shall (i) provide the Servicer and the Indenture Trustee with
evidence that the Rating Agency Condition with respect to such designation shall
have been satisfied and (ii) deliver to the Indenture Trustee a certificate of
an Authorized Officer to the effect that, based on the facts known to such
officer at such time, in the reasonable belief of the Transferor, such
designation will not cause a Pay Out Event or an event that, after the giving of
notice or the lapse of time, would cause a Pay Out Event to occur with respect
to Series 2000-C.
"Required Transferor Interest" shall have the meaning
specified in the Indenture.
"Reserve Account" shall have the meaning specified in
subsection 4.10(a).
"Reserve Account Funding Date" shall mean the date designated
by the Servicer which occurs not later than the earliest of (a) the Payment Date
with respect to the Monthly Period which commences 3 months prior to the
commencement of the Controlled Accumulation Period or (b) such other date
designated by the Servicer.
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<PAGE> 17
"Reserve Account Surplus" shall mean, as of any Payment Date
following the Reserve Account Funding Date, the amount, if any, by which the
amount on deposit in the Reserve Account exceeds the Required Reserve Account
Amount.
"Reserve Draw Amount" shall mean, with respect to each Payment
Date during the Controlled Accumulation Period or the first Payment Date during
the Early Amortization Period, the amount, if any, by which the Principal
Funding Investment Proceeds for such Payment Date are less than the Covered
Amount determined as of such Payment Date.
"Reset Date" shall mean, any date that is (i) an Addition
Date, (ii) a date on which the issuance of additional Notes of an Outstanding
Series occurs, (iii) a date on which an increase or decrease in the Invested
Amount of any Series that is a variable principal funding Series occurs or (iv)
a Removal Date.
"Revolving Period" shall mean the period beginning on the
Closing Date and ending on the earlier of the close of business on the day the
Controlled Accumulation Period commences or the Early Amortization Period
commences.
"Series 2000-C" shall mean the Series of Notes the terms of
which are specified in this Indenture Supplement.
"Series 2000-C Final Maturity Date" shall mean the earlier to
occur of (a) the Payment Date on which the Note Principal Balance is paid in
full and (b) the April 2008 Payment Date.
"Series 2000-C Note" shall mean a Class A Note, a Class B
Note, a Class C Note or a Class D Note.
"Series 2000-C Noteholder" shall mean a Class A Noteholder, a
Class B Noteholder, a Class C Noteholder or a Class D Noteholder.
"Series 2000-C Pay Out Event" shall have the meaning specified
in Section 6.01.
"Series 2000-C Principal Shortfall" shall have the meaning
specified in subsection 4.08.
"Servicing Fee Rate" shall mean 2% per annum.
"Servicing Fee Required Amount" shall mean, with respect to
any Payment Date, an amount equal to the excess of the amount described in
subsection 4.04(a)(iii) over the Available Finance Charge Collections applied to
pay such amount pursuant to subsection 4.04(a).
"Standard & Poor's" shall mean Standard & Poor's, a division
of the McGraw-Hill Companies, Inc. and any successor in interest thereto.
"Telerate Page 3750" shall mean the display page currently so
designated on the
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<PAGE> 18
Bridge Telerate Capital Markets Report (or such other page as may replace that
page in that service for the purpose of displaying comparable rates or prices).
(b) The words "HEREOF," "HEREIN," "HEREUNDER" and words of similar
import when used in this Indenture Supplement shall refer to this Indenture
Supplement as a whole and not to any particular provision of this Indenture
Supplement; references to any Article, subsection, Section or Exhibit are
references to Articles, subsections, Sections and Exhibits in or to this
Indenture Supplement unless otherwise specified; and the term "INCLUDING" means
"INCLUDING WITHOUT LIMITATION."
[END OF ARTICLE II]
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<PAGE> 19
ARTICLE III
Servicing Fee and Interchange
Section 3.01. Servicing Compensation; Interchange.
(a) Servicing Fee. The Servicer shall determine the share of
the Servicing Fee allocable to Series 2000-C with respect to any Payment Date
(the "MONTHLY SERVICING FEE"), which shall be equal to one-twelfth of the
product of (a) the Servicing Fee Rate and (b) (i) the Adjusted Invested Amount
as of the last day of the Monthly Period preceding such Payment Date, minus (ii)
the product of the amount, if any, on deposit in the Excess Funding Account as
of the last day of the Monthly Period preceding such Payment Date and the
Floating Investor Percentage with respect to such Monthly Period; provided,
however, that with respect to the first Payment Date, the Monthly Servicing Fee
shall be equal to $750,000. The remainder of the Servicing Fee shall be paid by
the holder of the Transferor Beneficial Interest or the noteholders of other
Series (as provided in the related Indenture Supplements) and in no event shall
the Trust, the Indenture Trustee or the Series 2000-C Noteholders be liable for
the share of the Servicing Fee to be paid by the holder of the Transferor
Beneficial Interest or the noteholders of any other Series. To the extent that
the Monthly Servicing Fee is not paid in full pursuant to the preceding
provisions of this Section 3.01and Section 4.04, it shall be paid by the Holder
of the Transferor Beneficial Interest or the Certificates.
(b) Interchange. On or before each Determination Date, the
Servicer shall notify the Transferor of the amount of Interchange to be included
as Investor Finance Charge Collections with respect to the preceding Monthly
Period as determined pursuant to this subsection 3.01(b). Such amount of
Interchange shall be equal to the product of (i) the amount of Interchange
attributable to the Accounts, as reasonably estimated by the Servicer, and (ii)
the Floating Investor Percentage. On each Payment Date, the Servicer shall
deposit into the Collection Account, in immediately available funds, the amount
of Interchange to be so included as Investor Finance Charge Collections with
respect to the preceding Monthly Period and such Interchange shall be treated as
a portion of Investor Finance Charge Collections for all purposes of this
Indenture Supplement, the Indenture and the Transfer and Servicing Agreement.
[END OF ARTICLE III]
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ARTICLE IV
Rights of Series 2000-C Noteholders
and Allocation and Application of Collections
Section 4.01. Collections and Allocations.
(a) Allocations. Collections of Finance Charge and Administrative
Receivables and Principal Receivables and Defaulted Receivables allocated to
Series 2000-C pursuant to Article VIII of the Indenture shall be allocated and
distributed as set forth in this Article.
(b) Payments to the Transferor. The Servicer shall, on Deposit Dates,
withdraw from the Collection Account and pay to the holders of Trust Beneficial
Interests or Certificates the following amounts:
(i) an amount equal to the Transferor Percentage of
Collections of Finance Charge and Administrative Receivables to the
extent such amount is deposited in the Collection Account; and
(ii) an amount equal to the Transferor Percentage of
Collections of Principal Receivables deposited in the Collection
Account, if the Transferor Interest (determined after giving effect to
any Principal Receivables transferred to the Trust on such Deposit
Date) exceeds zero and otherwise shall be deposited in the Excess
Funding Account.
The withdrawals to be made from the Collection Account pursuant to this
subsection 4.01(b) do not apply to deposits into the Collection Account that do
not represent Collections, including payment of the purchase price for the
Receivables or the Notes pursuant to, respectively, Section 2.06 or 7.01 of the
Transfer and Servicing Agreement and payment of the purchase price for the
Series 2000-C Notes pursuant to Section 7.01 of this Indenture Supplement.
(c) Allocations to the Series 2000-C Noteholders. The Servicer shall,
prior to the close of business on any Deposit Date, allocate to the Series
2000-C Noteholders the following amounts as set forth below:
(i) Allocations of Finance Charge Collections. The
Servicer shall, allocate to the Series 2000-C Noteholders and deposit
in the Collection Account for application as provided herein an amount
equal to the product of (A) the Investor Percentage and (B) the
aggregate amount of Collections of Finance Charge and Administrative
Receivables for such Deposit Date.
(ii) Allocations of Principal Collections. The
Servicer shall allocate to the Series 2000-C Noteholders the following
amounts as set forth below:
(x) Allocations During the Revolving Period. During
the Revolving
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Period, an amount equal to the product of (I) the Investor
Percentage and (II) the aggregate amount of Collections of
Principal Receivables on such Deposit Date shall be allocated
to the Series 2000-C Noteholders and shall be paid to the
holders of Trust Beneficial Interests or Certificates only if
the Transferor Interest on such date is greater than the
Required Transferor Interest (after giving effect to all
Principal Receivables transferred to the Trust on such day)
and otherwise shall be deposited in the Excess Funding
Account.
(y) Allocations During the Controlled Accumulation
Period. During the Controlled Accumulation Period an amount
equal to the product of (I) the Investor Percentage and (II)
the aggregate amount of Collections of Principal Receivables
deposited in the Collection Account on such Deposit Date (the
product for any such date is hereinafter referred to as a
"PERCENTAGE ALLOCATION") shall be allocated to the Series
2000-C Noteholders and retained in the Collection Account
until deposited monthly in the Principal Funding Account as
provided herein; provided, however, that if the sum of such
Percentage Allocation and all preceding Percentage Allocations
with respect to the same Monthly Period exceeds the Controlled
Deposit Amount during the Controlled Accumulation Period for
the related Payment Date, then such excess shall not be
treated as a Percentage Allocation and shall be paid to the
holders of Trust Beneficial Interests or Certificates only if
the Transferor Interest on such date is greater than the
Required Transferor Interest (after giving effect to all
Principal Receivables transferred to the Trust on such day)
and otherwise shall be deposited in the Excess Funding
Account.
(z) Allocations During the Early Amortization Period.
During the Early Amortization Period, an amount equal to the
product of (I) the Investor Percentage and (II) the aggregate
amount of Collections of Principal Receivables deposited in
the Collection Account on such Deposit Date, shall be
allocated to the Series 2000-C Noteholders and retained in the
Collection Account until applied as provided herein; provided,
however, that after the date on which an amount of such
Collections equal to the Adjusted Invested Amount has been
deposited into the Collection Account and allocated to the
Series 2000-C Noteholders, such amount shall be paid to the
holders of Trust Beneficial Interests or Certificates only if
the Transferor Interest on such date is greater than the
Required Transferor Interest (after giving effect to all
Principal Receivables transferred to the Trust on such day)
and otherwise shall be deposited in the Excess Funding
Account.
Section 4.02. Determination of Monthly Interest.
(a) Subject to Section 4.02(e), the amount of monthly interest
("CLASS A MONTHLY INTEREST") distributable from the Collection Account with
respect to the Class A Notes on any Payment Date shall be an amount equal to the
product of (i) a fraction, the numerator of which is the actual number of days
in the related Interest Period and the denominator of which is 360, times (ii)
the Class A Note Interest Rate in effect with respect to the related Interest
Period, times (iii) the
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<PAGE> 22
Class A Note Principal Balance as of the close of business on the related Record
Date (or, with respect to the initial Payment Date, the Class A Note Initial
Principal Balance).
On the Determination Date preceding each Payment Date, the Servicer
shall determine the excess, if any (the "CLASS A INTEREST SHORTFALL"), of (x)
the Class A Monthly Interest for such Payment Date over (y) the aggregate amount
of funds allocated and available to pay such Class A Monthly Interest on such
Payment Date. If the Class A Interest Shortfall with respect to any Payment Date
is greater than zero, on each subsequent Payment Date until such Class A
Interest Shortfall is fully paid, an additional amount ("CLASS A ADDITIONAL
INTEREST") equal to the product of (i) a fraction, the numerator of which is the
actual number of days in the related Interest Period and the denominator of
which is 360, times (ii) the Class A Note Interest Rate in effect with respect
to the related Interest Period, times (iii) such Class A Interest Shortfall (or
the portion thereof which has not been paid to the Class A Noteholders) shall be
payable as provided herein with respect to the Class A Notes. Notwithstanding
anything to the contrary herein, Class A Additional Interest shall be payable or
distributed to the Class A Noteholders only to the extent permitted by
applicable law.
(b) Subject to Section 4.02(e), the amount of monthly interest ("CLASS
B MONTHLY INTEREST") distributable from the Collection Account with respect to
the Class B Notes on any Payment Date shall be an amount equal to the product of
(i) a fraction, the numerator of which is the actual number of days in the
related Interest Period and the denominator of which is 360, times (ii) the
Class B Note Interest Rate in effect with respect to the related Interest
Period, times (iii) the Class B Note Principal Balance as of the close of
business on the related Record Date (or, with respect to the initial Payment
Date, the Class B Note Initial Principal Balance).
On the Determination Date preceding each Payment Date, the Servicer
shall determine the excess, if any (the "CLASS B INTEREST SHORTFALL"), of (x)
the Class B Monthly Interest for such Payment Date over (y) the aggregate amount
of funds allocated and available to pay such Class B Monthly Interest on such
Payment Date. If the Class B Interest Shortfall with respect to any Payment Date
is greater than zero, on each subsequent Payment Date until such Class B
Interest Shortfall is fully paid, an additional amount ("CLASS B ADDITIONAL
INTEREST") equal to the product of (i) a fraction, the numerator of which is the
actual number of days in the related Interest Period and the denominator of
which is 360, times (ii) the Class B Note Interest Rate in effect with respect
to the related Interest Period, times (iii) such Class B Interest Shortfall (or
the portion thereof which has not been paid to the Class B Noteholders) shall be
payable as provided herein with respect to the Class B Notes. Notwithstanding
anything to the contrary herein, Class B Additional Interest shall be payable or
distributed to the Class B Noteholders only to the extent permitted by
applicable law.
(c) Subject to Section 4.02(e), the amount of monthly interest ("CLASS
C MONTHLY INTEREST") distributable from the Collection Account with respect to
the Class C Notes on any Payment Date shall be an amount equal to the product of
(i) a fraction, the numerator of which is the actual number of days in the
related Interest Period and the denominator of which is 360, times (ii) the
Class C Note Interest Rate in effect with respect to the related Interest
Period, times (iii) the Class C Note Principal Balance as of the close of
business on the related Record Date (or, with respect to the initial Payment
Date, the Class C Note Initial Principal Balance).
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On the Determination Date preceding each Payment Date, the
Servicer shall determine an amount (the "CLASS C INTEREST SHORTFALL") equal to
(x) the aggregate Class C Monthly Interest for such Payment Date minus (y) the
aggregate amount of funds allocated and available to pay such Class C Monthly
Interest on such Payment Date. If the Class C Interest Shortfall with respect to
any Payment Date is greater than zero, on each subsequent Payment Date until
such Class C Interest Shortfall is fully paid, an additional amount ("CLASS C
ADDITIONAL INTEREST") shall be payable as provided herein with respect to the
Class C Notes equal to the product of (i) a fraction, the numerator of which is
the actual number of days in the related Interest Period and the denominator of
which is 360, times (ii) the Class C Note Interest Rate in effect with respect
to the related Interest Period, times (iii) such Class C Interest Shortfall (or
the portion thereof which has not been paid to the Class C Noteholders (after
giving effect to the application of the proceeds of any draw made on the Cash
Collateral Account as provided in subsections 4.04(a)(iv) and 4.11(c) for the
purpose of paying such amount with respect to such Payment Date)).
Notwithstanding anything to the contrary herein, Class C Additional Interest
shall be payable or distributed to the Class C Noteholders only to the extent
permitted by applicable law.
(d) Subject to Section 4.02(e), the amount of monthly interest ("CLASS
D MONTHLY INTEREST") distributable from the Collection Account with respect to
the Class D Notes on any Payment Date shall be an amount equal to the product of
(i) a fraction, the numerator of which is the actual number of days in the
related Interest Period and the denominator of which is 360, times (ii) the
Class D Note Interest Rate in effect with respect to the related Interest
Period, times (iii) the Class D Note Principal Balance as of the close of
business on the related Record Date (or, with respect to the initial Payment
Date, the Class D Note Initial Principal Balance).
On the Determination Date preceding each Payment Date, the
Servicer shall determine an amount (the "CLASS D INTEREST SHORTFALL") equal to
(x) the aggregate Class D Monthly Interest for such Payment Date minus (y) the
aggregate amount of funds allocated and available to pay such Class D Monthly
Interest on such Payment Date. If the Class D Interest Shortfall with respect to
any Payment Date is greater than zero, on each subsequent Payment Date until
such Class D Interest Shortfall is fully paid, an additional amount ("CLASS D
ADDITIONAL INTEREST") shall be payable as provided herein with respect to the
Class D Notes equal to the product of (i) a fraction, the numerator of which is
the actual number of days in the related Interest Period and the denominator of
which is 360, times (ii) the Class D Note Interest Rate in effect with respect
to the related Interest Period, times (iii) such Class D Interest Shortfall (or
the portion thereof which has not been paid to the Class D Noteholders (after
giving effect to the application of the proceeds of any draw made on the Cash
Collateral Account as provided in subsections 4.04(a)(viii) and 4.11(c) for the
purpose of paying such amount with respect to such Payment Date)).
Notwithstanding anything to the contrary herein, Class D Additional Interest
shall be payable or distributed to the Class D Noteholders only to the extent
permitted by applicable law.
(e) The amount of Class A Monthly Interest, Class B Monthly Interest,
Class C Monthly Interest and Class D Monthly Interest distributable pursuant to
Section 4.02(a), (b), (c) and (d) above on the first Payment Date will equal the
sum of the interest accrued at the applicable rate from the Closing Date through
and including December 19, 2000 based on LIBOR determined on November
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14, 2000 and the interest accrued from December 20, 2000 through and including
January 21, 2001 based on LIBOR determined on December 18, 2000.
(f) The Transferor may change the Class D Margin Percentage with the
prior written consent of each Rating Agency and without the prior consent of any
Noteholder, so long as the Class D Notes are held by the Transferor or an
Affiliate of the Transferor.
Section 4.03. Determination of Monthly Principal.
The amount of monthly principal distributable from the
Collection Account with respect to the Notes on each Payment Date (the "MONTHLY
PRINCIPAL"), beginning with the Payment Date in the month following the month in
which the Controlled Accumulation Period or, if earlier, the Early Amortization
Period, begins, shall be equal to the least of (i) the Available Principal
Collections on deposit in the Collection Account with respect to such Payment
Date, (ii) for each Payment Date during the Controlled Accumulation Period, the
Controlled Deposit Amount for such Payment Date and (iii) the Adjusted Invested
Amount (after taking into account any adjustments to be made on such Payment
Date pursuant to Sections 4.05 and 4.06) prior to any deposit into the Principal
Funding Account on such Payment Date.
Section 4.04. Application of Available Finance Charge Collections and
Available Principal Collections. The Servicer shall apply, or shall cause the
Indenture Trustee to apply, by written instruction to the Indenture Trustee, on
each Payment Date, Available Finance Charge Collections and Available Principal
Collections with respect to such Payment Date to make the following
distributions:
(a) On each Payment Date, an amount equal to the Available Finance
Charge Collections with respect to such Payment Date will be distributed or
deposited in the following priority:
(i) an amount equal to Class A Monthly Interest for such
Payment Date, plus the amount of any Class A Monthly Interest
previously due but not distributed to Class A Noteholders on a prior
Payment Date, plus the amount of any Class A Additional Interest for
such Payment Date, plus the amount of any Class A Additional Interest
previously due but not distributed to Class A Noteholders on a prior
Payment Date, shall be distributed to the Paying Agent for payment to
Class A Noteholders on such Payment Date;
(ii) an amount equal to Class B Monthly Interest for such
Payment Date, plus the amount of any Class B Monthly Interest
previously due but not distributed to Class B Noteholders on a prior
Payment Date, plus the amount of any Class B Additional Interest for
such Payment Date, plus the amount of any Class B Additional Interest
previously due but not distributed to Class B Noteholders on a prior
Payment Date, shall be distributed to the Paying Agent for payment to
Class B Noteholders on such Payment Date;
(iii) an amount equal to the Monthly Servicing Fee for such
Payment Date, plus the amount of any Monthly Servicing Fee previously
due but not distributed to the Servicer on a prior Payment Date, shall
be distributed to the Servicer (unless such amount has been
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netted against deposits to the Collection Account in accordance with
Section 8.04 of the Indenture);
(iv) an amount equal to Class C Monthly Interest for such
Payment Date, plus the amount of any Class C Monthly Interest
previously due but not distributed to the Class C Noteholders on a
prior Payment Date, plus the amount of any Class C Additional Interest
for such Payment Date, plus the amount of any Class C Additional
Interest previously due but not distributed to the Class C Noteholders
on a prior Payment Date shall be distributed to the Paying Agent for
payment to the Class C Noteholders on such Payment Date; provided,
however, that, in the event that the sum of Class C Monthly Interest
exceeds the amount of Available Finance Charge Collections available
(after giving effect to subsections 4.04(a)(i) through (iii) above) to
fund such Class C Monthly Interest and Class C Additional Interest, a
draw will be made from amounts available for distribution in the Cash
Collateral Account (at the times and in the amounts specified in
Section 4.11) and shall be distributed to the Paying Agent for payment
to the Class C Noteholders on such Payment Date in accordance with this
subsection 4.04(a)(iv);
(v) an amount equal to the Investor Default Amount, if any,
for the related Monthly Period shall be treated as a portion of
Available Principal Collections for such Payment Date;
(vi) an amount equal to the sum of the aggregate amount of
Investor Charge-Offs and the amount of Reallocated Principal
Collections which have not been previously reimbursed pursuant to this
subparagraph (vi) shall be treated as a portion of Available Principal
Collections for such Payment Date;
(vii) on each Payment Date from and after the Reserve Account
Funding Date, but prior to the date on which the Reserve Account
terminates as described in subsection 4.10(f), an amount up to the
excess, if any, of the Required Reserve Account Amount over the
Available Reserve Account Amount shall be deposited into the Reserve
Account;
(viii) an amount equal to Class D Monthly Interest for such
Payment Date, plus the amount of any Class D Monthly Interest
previously due but not distributed to the Class D Noteholders on a
prior Payment Date, plus the amount of any Class D Additional Interest
for such Payment Date, plus the amount of any Class D Additional
Interest previously due but not distributed to the Class D Noteholders
on a prior Payment Date shall be distributed to the Paying Agent for
payment to the Class D Noteholders on such Payment Date; provided,
however, that, in the event that the sum of Class D Monthly Interest
exceeds the amount of Available Finance Charge Collections available
(after giving effect to subsections 4.04(a)(i) through (vii) above) to
fund such Class D Monthly Interest and Class D Additional Interest, a
draw will be made from amounts available for distribution in the Cash
Collateral Account (at the times and in the amounts specified in
Section 4.11) and shall be distributed to the Paying Agent for payment
to the Class D Noteholders on such Payment Date in accordance with this
subsection 4.04(a)(viii);
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(ix) an amount equal to the amounts required to be deposited
in the Cash Collateral Account pursuant to Section 4.11(f) shall be
deposited into the Cash Collateral Account as provided in Section
4.11(f);
(x) the balance, if any, will constitute a portion of Excess
Finance Charge Collections for such Payment Date and will be available
for allocation to other Series in Group One as described in Section
8.08 of the Indenture; and
(xi) to the extent not applied as set forth in clause (x), any
remaining amounts will be paid to the holders of Trust Beneficial
Interests or Certificates.
(b) On each Payment Date with respect to the Revolving Period, an
amount equal to the Available Principal Collections for the related Monthly
Period shall be treated as Shared Principal Collections and applied in
accordance with Section 8.05 of the Indenture.
(c) On each Payment Date during the Controlled Accumulation Period or
the Early Amortization Period, an amount equal to the Available Principal
Collections for the related Monthly Period shall be distributed or deposited in
the following order of priority:
(i) during the Controlled Accumulation Period, an amount equal
to the Monthly Principal for such Payment Date shall be deposited into
the Principal Funding Account;
(ii) during the Early Amortization Period, an amount equal to
the Monthly Principal for such Payment Date shall be distributed to the
Paying Agent for payment to the Class A Noteholders on such Payment
Date and on each subsequent Payment Date until the Class A Note
Principal Balance has been paid in full;
(iii) during the Early Amortization Period, after the Class A
Note Principal Balance has been paid in full, an amount equal to the
Monthly Principal remaining, if any, shall be distributed to the Paying
Agent for payment to the Class B Noteholders on such Payment Date and
on each subsequent Payment Date until the Class B Note Principal
Balance has been paid in full;
(iv) during the Early Amortization Period, after the Class A
Note Principal Balance and the Class B Note Principal Balance have been
paid in full, an amount equal to the Monthly Principal remaining, if
any, shall be distributed to the Paying Agent for payment to the Class
C Noteholders on such Payment Date and on each subsequent Payment Date
until the Class C Note Principal Balance has been paid in full;
(v) during the Early Amortization Period, after the Class A
Note Principal Balance, the Class B Note Principal Balance and the
Class C Note Principal Balance have been paid in full, an amount equal
to the Monthly Principal remaining, if any, shall be distributed to the
Paying Agent for payment to the Class D Noteholders on such Payment
Date and on each subsequent Payment Date until the Class D Note
Principal Balance has been paid in full; and
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(vi) in the case of each of the Controlled Accumulation Period
and the Early Amortization Period, the balance of such Available
Principal Collections remaining after application in accordance with
clause (i) or (v) above shall be treated as Shared Principal
Collections and applied in accordance with Section 8.05 of the
Indenture.
(d) On the earlier to occur of (i) the first Payment Date during the
Early Amortization Period and (ii) the Expected Final Principal Payment Date,
the Indenture Trustee, acting in accordance with written instructions from the
Servicer, shall withdraw from the Principal Funding Account and distribute to
the Paying Agent for payment to the Class A Noteholders, the Class B
Noteholders, the Class C Noteholders and the Class D Noteholders, the amounts
deposited into the Principal Funding Account pursuant to subsection 4.04(c)(i).
(e) The Controlled Accumulation Period is scheduled to commence at the
close of business on January 31, 2005; provided, however, that, if the
Accumulation Period Length (determined as described below) is less than 8
months, the date on which the Controlled Accumulation Period actually commences
will be delayed to the first Business Day of the month that is the number of
whole months prior to the Expected Final Principal Payment Date at least equal
to the Accumulation Period Length and, as a result, the number of Monthly
Periods in the Controlled Accumulation Period will at least equal the
Accumulation Period Length. On the Determination Date immediately preceding the
Reserve Account Funding Date, and each Determination Date thereafter until the
Controlled Accumulation Period begins, the Servicer will determine the
"ACCUMULATION PERIOD LENGTH" which will equal the number of whole months such
that the sum of the Accumulation Period Factors for each month during such
period will be equal to or greater than the Required Accumulation Factor Number;
provided, however, that the Accumulation Period Length will not be determined to
be less than one month; provided further, however, that the determination of the
Accumulation Period Length may be changed at any time if the Rating Agency
Condition is satisfied.
Section 4.05. Investor Charge-Offs. On each Determination Date, the
Servicer shall calculate the Investor Default Amount, if any, for the related
Payment Date. If, on any Payment Date, the Investor Default Amount for such
Payment Date exceeds the amount of Available Finance Charge Collections
allocated with respect thereto pursuant to subsection 4.04(a)(v) with respect to
such Payment Date, the Invested Amount (after giving effect to any reductions
for any Reallocated Principal Collections on such Payment Date) will be reduced
by the amount of such excess, but not by more than the lesser of the Investor
Default Amount and the Invested Amount (after giving effect to any reductions
for any Reallocated Principal Collections on such Payment Date) for such Payment
Date (such reduction, an "INVESTOR CHARGE-OFF").
Section 4.06. Reallocated Principal Collections. On each Payment Date,
the Servicer shall apply, or shall cause the Indenture Trustee to apply,
Reallocated Principal Collections with respect to such Payment Date, to fund any
deficiency pursuant to and in the priority set forth in subsections 4.04(a)(i),
(ii), (iii) and (iv). On each Payment Date, the Invested Amount shall be reduced
by the amount of Reallocated Principal Collections for such Payment Date.
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Section 4.07. Excess Finance Charge Collections. Series 2000-C shall be
an Excess Allocation Series with respect to Group One only. Subject to Section
8.08 of the Indenture, Excess Finance Charge Collections with respect to the
Excess Allocation Series in Group One for any Payment Date will be allocated to
Series 2000-C in an amount equal to the product of (x) the aggregate amount of
Excess Finance Charge Collections with respect to all the Excess Allocation
Series in Group One for such Payment Date and (y) a fraction, the numerator of
which is the Finance Charge Shortfall for Series 2000-C for such Payment Date
and the denominator of which is the aggregate amount of Finance Charge
Shortfalls for all the Excess Allocation Series in Group One for such Payment
Date. The "FINANCE CHARGE SHORTFALL" for Series 2000-C for any Payment Date will
be equal to the excess, if any, of (a) the full amount required to be paid,
without duplication, pursuant to subsections 4.04(a)(i) through (viii) on such
Payment Date over (b) the Investor Finance Charge Collections with respect to
such Payment Date.
Section 4.08. Shared Principal Collections.
Subject to Section 8.05 of the Indenture, Shared Principal Collections
with respect to the Series in Group One for any Payment Date will be allocated
to Series 2000-C in an amount equal to the product of (x) the aggregate amount
of Shared Principal Collections with respect to all Principal Sharing Series in
Group One for such Payment Date and (y) a fraction, the numerator of which is
the Series 2000-C Principal Shortfall for such Payment Date and the denominator
of which is the aggregate amount of Principal Shortfalls for all the Series
which are Principal Sharing Series in Group One for such Payment Date. The
"SERIES 2000-C PRINCIPAL SHORTFALL" will be equal to (a) for any Payment Date
with respect to the Revolving Period or the Early Amortization Period, zero; (b)
for any Payment Date with respect to the Controlled Accumulation Period, the
excess, if any, of the Controlled Deposit Amount with respect to such Payment
Date over the amount of Available Principal Collections for such Payment Date
(excluding any portion thereof attributable to Shared Principal Collections).
Section 4.09. Principal Funding Account.
(a) The Indenture Trustee shall establish and maintain with an Eligible
Institution, which may be the Indenture Trustee in the name of the Trust, on
behalf of the Trust, for the benefit of the Series 2000-C Noteholders, a
segregated trust account with the corporate trust department of such Eligible
Institution (the "PRINCIPAL FUNDING ACCOUNT"), bearing a designation clearly
indicating that the funds deposited therein are held for the benefit of the
Series 2000-C Noteholders. The Indenture Trustee shall possess all right, title
and interest in all funds on deposit from time to time in the Principal Funding
Account and in all proceeds thereof. The Principal Funding Account shall be
under the sole dominion and control of the Indenture Trustee for the benefit of
the Series 2000-C Noteholders. If at any time the institution holding the
Principal Funding Account ceases to be an Eligible Institution, the Servicer
shall notify the Indenture Trustee in writing, and the Indenture Trustee upon
being so notified (or the Servicer on its behalf) shall, within ten (10)
Business Days, establish a new Principal Funding Account meeting the conditions
specified above with an Eligible Institution, and shall transfer any cash or any
investments to such new Principal Funding Account. The Indenture Trustee, at the
written direction of the Servicer, shall (i) make withdrawals from the
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Principal Funding Account from time to time, in the amounts and for the purposes
set forth in this Indenture Supplement, and (ii) on each Payment Date (from and
after the commencement of the Controlled Accumulation Period) prior to the
termination of the Principal Funding Account, make deposits into the Principal
Funding Account in the amounts specified in, and otherwise in accordance with,
subsection 4.04(c)(i).
(b) Funds on deposit in the Principal Funding Account shall be invested
at the written direction of the Servicer by the Indenture Trustee in Eligible
Investments. Funds on deposit in the Principal Funding Account on any Payment
Date, after giving effect to any deposits to or withdrawals from the Principal
Funding Account on such Payment Date, shall be invested in such investments that
will mature so that such funds will be available for withdrawal on or prior to
the following Payment Date.
The Indenture Trustee shall hold such of the Eligible Investments as
consists of instruments, deposit accounts, negotiable documents, money, goods,
letters of credit, and advices of credit in the State of New York. The Indenture
Trustee shall hold such of the Eligible Investments as constitutes investment
property through a securities intermediary, which securities intermediary shall
agree with the Indenture Trustee that (a) such investment property shall at all
times be credited to a securities account of the Indenture Trustee, (b) such
securities intermediary shall treat the Indenture Trustee as entitled to
exercise the rights that comprise each financial asset credited to such
securities account, (c) all property credited to such securities account shall
be treated as a financial asset, (d) such securities intermediary shall comply
with entitlement orders originated by the Indenture Trustee without the further
consent of any other person or entity, (e) such securities intermediary will not
agree with any person or entity other than the Indenture Trustee to comply with
entitlement orders originated by such other person or entity, (f) such
securities accounts and the property credited thereto shall not be subject to
any lien, security interest or right of set-off in favor of such securities
intermediary or anyone claiming through it (other than the Indenture Trustee),
and (g) such agreement shall be governed by the laws of the State of New York.
Terms used in the preceding sentence that are defined in the New York UCC and
not otherwise defined herein shall have the meaning set forth in the New York
UCC.
On each Payment Date during the Controlled Accumulation Period and on
the first Payment Date to occur during the Early Amortization Period, the
Indenture Trustee, acting at the Servicer's written direction given on or before
such Payment Date, shall transfer from the Principal Funding Account to the
Collection Account the Principal Funding Investment Proceeds on deposit in the
Principal Funding Account for application as Available Finance Charge
Collections in accordance with Section 4.04.
Principal Funding Investment Proceeds (including reinvested interest)
shall not be considered part of the amounts on deposit in the Principal Funding
Account for purposes of this Indenture Supplement.
Section 4.10. Reserve Account.
(a) The Indenture Trustee shall establish and maintain with an Eligible
Institution, which
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may be the Indenture Trustee in the name of the Trust, on behalf of the Trust,
for the benefit of the Series 2000-C Noteholders, a segregated trust account
with the corporate trust department of such Eligible Institution (the "RESERVE
ACCOUNT"), bearing a designation clearly indicating that the funds deposited
therein are held for the benefit of the Series 2000-C Noteholders. The Indenture
Trustee shall possess all right, title and interest in all funds on deposit from
time to time in the Reserve Account and in all proceeds thereof. The Reserve
Account shall be under the sole dominion and control of the Indenture Trustee
for the benefit of the Series 2000-C Noteholders. If at any time the institution
holding the Reserve Account ceases to be an Eligible Institution, the Servicer
shall notify the Indenture Trustee in writing, and the Indenture Trustee upon
being so notified (or the Servicer on its behalf) shall, within ten (10)
Business Days, establish a new Reserve Account meeting the conditions specified
above with an Eligible Institution, and shall transfer any cash or any
investments to such new Reserve Account. The Indenture Trustee, at the written
direction of the Servicer, shall (i) make withdrawals from the Reserve Account
from time to time in an amount up to the Available Reserve Account Amount at
such time, for the purposes set forth in this Indenture Supplement, and (ii) on
each Payment Date (from and after the Reserve Account Funding Date) prior to
termination of the Reserve Account, make a deposit into the Reserve Account in
the amount specified in, and otherwise in accordance with, subsection
4.04(a)(vii).
(b) Funds on deposit in the Reserve Account shall be invested at the
written direction of the Servicer by the Indenture Trustee in Eligible
Investments. Funds on deposit in the Reserve Account on any Payment Date, after
giving effect to any deposits to or withdrawals from the Reserve Account on such
Payment Date, shall be invested in such investments that will mature so that
such funds will be available for withdrawal on or prior to the following Payment
Date.
The Indenture Trustee shall hold such of the Eligible Investments as
consist of instruments, deposit accounts, negotiable documents, money, goods,
letters of credit, and advices of credit in the State of New York. The Indenture
Trustee shall hold such of the Eligible Investments as constitute investment
property through a securities intermediary, which securities intermediary shall
agree with the Indenture Trustee that (a) such investment property shall at all
times be credited to a securities account of the Indenture Trustee, (b) such
securities intermediary shall treat the Indenture Trustee as entitled to
exercise the rights that comprise each financial asset credited to such
securities account, (c) all property credited to such securities account shall
be treated as a financial asset, (d) such securities intermediary shall comply
with entitlement orders originated by the Indenture Trustee without the further
consent of any other person or entity, (e) such securities intermediary will not
agree with any person or entity other than the Indenture Trustee to comply with
entitlement orders originated by such other person or entity, (f) such
securities accounts and the property credited thereto shall not be subject to
any lien, security interest, or right of set-off in favor of such securities
intermediary or anyone claiming through it (other than the Indenture Trustee),
and (g) such agreement shall be governed by the laws of the State of New York.
Terms used in the preceding sentence that are defined in the New York UCC and
not otherwise defined herein shall have the meaning set forth in the New York
UCC.
On each Payment Date, all interest and earnings (net of losses and
investment expenses) accrued since the preceding Payment Date on funds on
deposit in the Reserve Account shall be
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retained in the Reserve Account (to the extent that the Available Reserve
Account Amount is less than the Required Reserve Account Amount) and the
balance, if any, shall be deposited into the Collection Account and included in
Available Finance Charge Collections for such Payment Date. For purposes of
determining the availability of funds or the balance in the Reserve Account for
any reason under this Indenture Supplement, except as otherwise provided in the
preceding sentence, investment earnings on such funds shall be deemed not to be
available or on deposit.
(c) On or before each Payment Date during the Controlled Accumulation
Period and on or before the first Payment Date to occur during the Early
Amortization Period, the Servicer shall calculate the Reserve Draw Amount;
provided, however, that such amount will be reduced to the extent that funds
otherwise would be available for deposit in the Reserve Account under Section
4.04(a)(vii) with respect to such Payment Date.
(d) In the event that for any Payment Date the Reserve Draw Amount is
greater than zero, the Reserve Draw Amount, up to the Available Reserve Account
Amount, shall be withdrawn from the Reserve Account on such Payment Date by the
Indenture Trustee (acting in accordance with the written instructions of the
Servicer) and deposited into the Collection Account for application as Available
Finance Charge Collections for such Payment Date.
(e) In the event that the Reserve Account Surplus on any Payment Date,
after giving effect to all deposits to and withdrawals from the Reserve Account
with respect to such Payment Date, is greater than zero, the Indenture Trustee,
acting in accordance with the written instructions of the Servicer, shall
withdraw from the Reserve Account an amount equal to such Reserve Account
Surplus and (i) deposit such amounts in the Cash Collateral Account, to the
extent that funds on deposit in the Cash Collateral Account are less than the
Required Cash Collateral Account Amount, and (ii) distribute any such amounts
remaining after application pursuant to subsection 4.10(e)(i) to the holders of
Trust Beneficial Interests or Certificates.
(f) Upon the earliest to occur of (i) the termination of the Trust
pursuant to Article VIII of the Trust Agreement, (ii) the first Payment Date to
occur during the Early Amortization Period and (iii) the Expected Final
Principal Payment Date, the Indenture Trustee, acting in accordance with the
written instructions of the Servicer, after the prior payment of all amounts
owing to the Series 2000-C Noteholders that are payable from the Reserve Account
as provided herein, shall withdraw from the Reserve Account all amounts, if any,
on deposit in the Reserve Account and (i) deposit such amounts in the Cash
Collateral Account, to the extent that funds on deposit in the Cash Collateral
Account are less than the Required Cash Collateral Account Amount, and (ii)
distribute any such amounts remaining after application pursuant to subsection
4.10(f)(i) to the holders of the Trust Beneficial Interests or Certificates. The
Reserve Account shall thereafter be deemed to have terminated for purposes of
this Indenture Supplement.
Section 4.11. Cash Collateral Account.
(a) On or prior to the Closing Date, the Servicer shall establish and
maintain with an Eligible Institution, which may be the Indenture Trustee in the
name of the Trust, on behalf of the Trust, for the benefit of the Class C
Noteholders and the Class D Noteholders, a segregated account
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with the corporate trust department of such Eligible Institution (the "CASH
COLLATERAL ACCOUNT"), bearing a designation clearly indicating that the funds
deposited therein are held for the benefit of the Class C Noteholders and the
Class D Noteholders. Except as otherwise provided in this Section 4.11, the
Indenture Trustee shall possess all right, title and interest in all funds on
deposit from time to time in the Cash Collateral Account and in all proceeds
thereof. The Cash Collateral Account shall be under the sole dominion and
control of the Indenture Trustee for the benefit of the Class C Noteholders and
the Class D Noteholders. If at any time the institution holding the Cash
Collateral Account ceases to be an Eligible Institution, the Servicer shall
notify the Indenture Trustee in writing, and the Indenture Trustee upon being so
notified (or the Servicer on its behalf) shall, within ten (10) Business Days
(or such longer period as to which the Rating Agencies may consent) establish a
new Cash Collateral Account meeting the conditions specified above with an
Eligible Institution and shall transfer any cash or any investments to such new
Cash Collateral Account. The Indenture Trustee, at the written direction of the
Servicer, shall (i) make withdrawals from the Cash Collateral Account from time
to time in an amount up to the Available Cash Collateral Account Amount at such
time, for the purposes set forth in this Indenture Supplement, and (ii) on each
Payment Date prior to termination of the Cash Collateral Account, make a deposit
into the Cash Collateral Account in the amount specified in, and otherwise in
accordance with, subsection 4.11(f).
(b) Funds on deposit in the Cash Collateral Account shall be invested
at the written direction of the Servicer by the Indenture Trustee in Eligible
Investments. Funds on deposit in the Cash Collateral Account on any Payment
Date, after giving effect to any withdrawals from and deposits to the Cash
Collateral Account on such Payment Date, shall be invested in such investments
that will mature so that such funds will be available for withdrawal on or prior
to the following Payment Date.
The Indenture Trustee shall hold such of the Eligible Investments as
consists of instruments, deposit accounts, negotiable documents, money, goods,
letters of credit, and advices of credit in the State of New York. The Indenture
Trustee shall hold such of the Eligible Investments as constitutes investment
property through a securities intermediary, which securities intermediary shall
agree with the Indenture Trustee that (a) such investment property shall at all
times be credited to a securities account of the Indenture Trustee, (b) such
securities intermediary shall treat the Indenture Trustee as entitled to
exercise the rights that comprise each financial asset credited to such
securities account, (c) all property credited to such securities account shall
be treated as a financial asset, (d) such securities intermediary shall comply
with entitlement orders originated by the Indenture Trustee without the further
consent of any other person or entity, (e) such securities intermediary will not
agree with any person or entity other than the Indenture Trustee to comply with
entitlement orders originated by such other person or entity, (f) such
securities accounts and the property credited thereto shall not be subject to
any lien, security interest, or right of set-off in favor of such securities
intermediary or anyone claiming through it (other than the Indenture Trustee),
and (g) such agreement shall be governed by the laws of the State of New York.
Terms used in the preceding sentence that are defined in the New York UCC and
not otherwise defined herein shall have the meaning set forth in the New York
UCC. Except as permitted by this subsection 4.11(b), the Indenture Trustee shall
not hold Eligible Investments through an agent or a nominee.
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On each Payment Date (but subject to subsections 4.11(c) and 4.11(d)),
the Investment Earnings, if any, accrued since the preceding Payment Date on
funds on deposit in the Cash Collateral Account shall be retained in the Cash
Collateral Account and applied as other funds therein are applied. For purposes
of determining the availability of funds or the balance in the Cash Collateral
Account for any reason under this Indenture Supplement (subject to subsections
4.11(c) and 4.11(d)), all Investment Earnings shall be deemed not to be
available or on deposit.
(c) If, on any Payment Date, the aggregate amount available for
distribution pursuant to subsections 4.04(a)(iv) and 4.04(a)(viii) is less than
the aggregate amount required to be distributed pursuant to subsections
4.04(a)(iv) and 4.04(a)(viii) (without giving effect to any limitation based on
Available Finance Charge Collections), the Indenture Trustee, at the written
direction of the Servicer, shall withdraw from the Cash Collateral Account the
amount of such deficiency up to the Available Cash Collateral Account Amount
and, if the Available Cash Collateral Account Amount is less than such
deficiency, Investment Earnings credited to the Cash Collateral Account, and
deposit such amount in the Collection Account for payment to the Class C
Noteholders in respect of interest on the Class C Notes and to the Class D
Noteholders in respect of interest on the Class D Notes in accordance with
Section 4.04.
(d) On the Series 2000-C Final Maturity Date, the Indenture Trustee at
the written direction of the Servicer shall withdraw from the Cash Collateral
Account an amount equal to the lesser of (i) the sum of the Class C Note
Principal Balance and the Class D Note Principal Balance (after any payments to
be made pursuant to subsection 4.04(c) on such date) and (ii) the Available Cash
Collateral Account Amount and, if the Available Cash Collateral Account Amount
is not sufficient to reduce each of the Class C Note Principal Balance and the
Class D Note Principal Balance to zero, Investment Earnings credited to the Cash
Collateral Account up to the amount required to reduce each of the Class C Note
Principal Balance and the Class D Note Principal Balance to zero, and the
Indenture Trustee or the Servicer shall deposit such amounts into the Collection
Account for distribution to the Class C Noteholders and the Class D Noteholders
in accordance with subsections 5.02(f) and 5.02(h).
(e) On any day following the occurrence of an Event of Default with
respect to Series 2000-C and acceleration of the maturity of the Series 2000-C
Notes pursuant to Section 5.03 of the Indenture, the Servicer shall withdraw
from the Cash Collateral Account an amount equal to the Available Cash
Collateral Account Amount and the Indenture Trustee or the Servicer shall
deposit such amounts into the Collection Account for distribution to the Class C
Noteholders and the Class D Noteholders, in that order of priority, in
accordance with Section 5.02, to fund any shortfalls in amounts owed to such
Noteholders.
(f) If on any Payment Date, after giving effect to all withdrawals from
the Cash Collateral Account, the Available Cash Collateral Account Amount is
less than the Required Cash Collateral Account Amount then in effect, Available
Finance Charge Collections, minus the amount described in clause (d) of the
definition of Available Finance Charge Collections, shall be deposited into the
Cash Collateral Account under the circumstances set forth in subsection
4.04(a)(ix) up to the amount of the Cash Collateral Account Deficiency.
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(g) If on any Payment Date, after giving effect to all withdrawals from
and deposits to the Cash Collateral Account, the amount on deposit in the Cash
Collateral Account would exceed the Required Cash Collateral Account Amount then
in effect, the Indenture Trustee shall, at the written direction of the
Servicer, release such excess to the Transferor. On the date on which each of
the Class C Note Principal Balance and the Class D Note Principal Balance has
been paid in full (including amounts to be paid to the Class C Noteholders and
the Class D Noteholders pursuant to subsection 4.11(d) above), the Indenture
Trustee, at the written direction of the Servicer, shall withdraw from the Cash
Collateral Account all amounts then remaining in the Cash Collateral Account and
pay such amounts to the Transferor.
Section 4.12 Determination of LIBOR.
(a) On each LIBOR Determination Date, the Indenture Trustee shall
determine LIBOR on the basis of the rate for deposits in United States dollars
having a maturity of one month commencing on such LIBOR Determination Date which
appears on Telerate Page 3750 as of 11:00 a.m., London time, on such date. If
such rate does not appear on Telerate Page 3750, LIBOR for that LIBOR
Determination Date shall be determined on the basis of the rates at which
deposits in United States dollars are offered by the Reference Banks at
approximately 11:00 a.m., London time, on that day to prime banks in the London
interbank market for a one-month period and in an amount of not less than U.S.
$1,000,000. The Indenture Trustee shall request the principal London office of
each of the Reference Banks to provide a quotation of its rate. If at least two
(2) such quotations are provided, LIBOR for that LIBOR Determination Date shall
be the arithmetic mean of the quotations. If fewer than two (2) quotations are
provided as requested, LIBOR for that LIBOR Determination Date will be the
arithmetic mean of the rates quoted by major banks in New York City, selected by
the Servicer, at approximately 11:00 a.m., New York City time, on that day for
loans in United States dollars to leading European banks for a one-month period
and in an amount of not less than U.S. $1,000,000; provided, that, if the banks
selected by the Servicer are not quoting such rates, LIBOR for that LIBOR
Determination Date will be the same as LIBOR for the immediately preceding LIBOR
Determination Date.
(b) The Class A Note Interest Rate, the Class B Note Interest Rate, the
Class C Note Interest Rate and the Class D Note Interest Rate applicable to the
then current and the immediately preceding Interest Periods may be obtained by
telephoning the Indenture Trustee at its corporate trust office at (800)
735-7777 or such other telephone number as shall be designated by the Indenture
Trustee for such purpose by prior written notice by the Indenture Trustee to
each Series 2000-C Noteholder from time to time.
(c) On each LIBOR Determination Date, the Indenture Trustee shall send
to the Transferor by facsimile transmission, notification of LIBOR for the
following Interest Period.
Section 4.13. Investment Instructions. Any investment instructions
required to be given to the Indenture Trustee pursuant to the terms hereof must
be given to the Indenture Trustee no later than 11:00 a.m., New York City time,
on the date such investment is to be made. In the event the Indenture Trustee
receives such investment instruction later than such time, the Indenture Trustee
may, but shall have no obligation to, make such investment. In the event the
Indenture Trustee is
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<PAGE> 35
unable to make an investment required in an investment instruction received by
the Indenture Trustee after 11:00 a.m., New York City time, on such day, such
investment shall be made by the Indenture Trustee on the next succeeding
Business Day. In no event shall the Indenture Trustee be liable for any
investment not made pursuant to investment instructions received after 11:00
a.m., New York City time, on the day such investment is requested to be made.
[END OF ARTICLE IV]
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<PAGE> 36
ARTICLE V
Delivery of Series 2000-C Notes;
Distributions; Reports to Series 2000-C Noteholders
Section 5.01. Delivery and Payment for the Series 2000-C Notes.
The Issuer shall execute and issue, and the Indenture Trustee shall
authenticate, the Series 2000-C Notes in accordance with Section 2.03 of the
Indenture. The Indenture Trustee shall deliver the Series 2000-C Notes to or
upon the order of the Trust when so authenticated.
Section 5.02 Distributions.
(a) On each Payment Date, the Paying Agent shall distribute to each
Class A Noteholder of record on the related Record Date (other than as provided
in Section 11.02 of the Indenture) such Class A Noteholder's pro rata share of
the amounts held by the Paying Agent that are allocated and available on such
Payment Date to pay interest on the Class A Notes pursuant to this Indenture
Supplement.
(b) On each Payment Date, the Paying Agent shall distribute to each
Class A Noteholder of record on the related Record Date (other than as provided
in Section 11.02 of the Indenture) such Class A Noteholder's pro rata share of
the amounts held by the Paying Agent that are allocated and available on such
Payment Date to pay principal of the Class A Notes pursuant to this Indenture
Supplement.
(c) On each Payment Date, the Paying Agent shall distribute to each
Class B Noteholder of record on the related Record Date (other than as provided
in Section 11.02 of the Indenture) such Class B Noteholder's pro rata share of
the amounts held by the Paying Agent that are allocated and available on such
Payment Date to pay interest on the Class B Notes pursuant to this Indenture
Supplement.
(d) On each Payment Date, the Paying Agent shall distribute to each
Class B Noteholder of record on the related Record Date (other that as provided
in Section 11.02 of the Indenture) such Class B Noteholder's pro rata share of
the amounts held by the Paying Agent that are allocated and available on such
Payment Date to pay principal of the Class B Notes pursuant to this Indenture
Supplement.
(e) On each Payment Date, the Paying Agent shall distribute to each
Class C Noteholder of record on the related Record Date (other than as provided
in Section 11.02 of the Indenture) such Class C Noteholder's pro rata share of
the amounts held by the Paying Agent (including amounts held by the Paying Agent
with respect to amounts withdrawn from the Cash Collateral Account (at the times
and in the amounts specified in Section 4.11)) that are allocated and available
on such Payment Date to pay interest on the Class C Notes pursuant to this
Indenture Supplement.
(f) On each Payment Date, the Paying Agent shall distribute to each
Class C Noteholder
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<PAGE> 37
of record on the related Record Date (other that as provided in Section 11.02 of
the Indenture) such Class C Noteholder's pro rata share of the amounts held by
the Paying Agent that are allocated and available on such Payment Date to pay
principal of the Class C Notes pursuant to this Indenture Supplement.
(g) On each Payment Date, the Paying Agent shall distribute to each
Class D Noteholder of record on the related Record Date (other than as provided
in Section 11.02 of the Indenture) such Class D Noteholder's pro rata share of
the amounts held by the Paying Agent (including amounts held by the Paying Agent
with respect to amounts withdrawn from the Cash Collateral Account (at the times
and in the amounts specified in Section 4.11)) that are allocated and available
on such Payment Date to pay interest on the Class D Notes pursuant to this
Indenture Supplement.
(h) On each Payment Date, the Paying Agent shall distribute to each
Class D Noteholder of record on the related Record Date (other that as provided
in Section 11.02 of the Indenture) such Class D Noteholder's pro rata share of
the amounts held by the Paying Agent that are allocated and available on such
Payment Date to pay principal of the Class D Notes pursuant to this Indenture
Supplement.
(i) The distributions to be made pursuant to this Section 5.02 are
subject to the provisions of Sections 2.06, 6.01 and 7.01 of the Transfer and
Servicing Agreement, Section 11.02 of the Indenture and Section 7.01 of this
Indenture Supplement.
(j) Except as provided in Section 11.02 of the Indenture with respect
to a final distribution, distributions to Series 2000-C Noteholders hereunder
shall be made by (i) check mailed to each Series 2000-C Noteholder (at such
Noteholder's address as it appears in the Note Register), except that with
respect to any Series 2000-C Notes registered in the name of the nominee of a
Clearing Agency, such distribution shall be made in immediately available funds
and (ii) without presentation or surrender of any Series 2000-C Note or the
making of any notation thereon.
Section 5.03 Reports and Statements to Series 2000-C Noteholders.
(a) On each Payment Date, the Paying Agent, on behalf of the Indenture
Trustee, shall forward to each Series 2000-C Noteholder a statement
substantially in the form of EXHIBIT C prepared by the Servicer.
(b) Not later than the second Business Day preceding each Payment Date,
the Servicer shall deliver to the Owner Trustee, the Indenture Trustee, the
Paying Agent and each Rating Agency (i) a statement substantially in the form of
EXHIBIT C prepared by the Servicer and (ii) a certificate of an Authorized
Officer substantially in the form of EXHIBIT D; provided that the Servicer may
amend the form of EXHIBIT C and EXHIBIT D, from time to time, with the consent
of the Indenture Trustee.
(c) A copy of each statement or certificate provided pursuant to
paragraph (a) or (b) may be obtained by any Series 2000-C Noteholder by a
request in writing to the Servicer.
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<PAGE> 38
(d) On or before January 31 of each calendar year, beginning with
calendar year 2001, the Paying Agent, on behalf of the Indenture Trustee, shall
furnish or cause to be furnished to each Person who at any time during the
preceding calendar year was a Series 2000-C Noteholder, a statement prepared by
the Servicer containing the information which is required to be contained in the
statement to Series 2000-C Noteholders, as set forth in paragraph (a) above,
aggregated for such calendar year or the applicable portion thereof during which
such Person was a Series 2000-C Noteholder, together with other information as
is required to be provided by an issuer of indebtedness under the Code. Such
obligation of the Paying Agent shall be deemed to have been satisfied to the
extent that substantially comparable information shall be provided by the Paying
Agent pursuant to any requirements of the Code as from time to time in effect.
[END OF ARTICLE V]
35
<PAGE> 39
ARTICLE VI
Series 2000-C Pay Out Events
Section 6.01. Series 2000-C Pay Out Events. If any one of the following
events shall occur with respect to the Series 2000-C Notes:
(a) failure on the part of the Transferor (i) to make any payment or
deposit required to be made by the Transferor by the terms of the Transfer and
Servicing Agreement, the Indenture or this Indenture Supplement on or before the
date occurring five (5) Business Days after the date such payment or deposit is
required to be made therein or herein or (ii) duly to observe or perform any
other covenants or agreements of the Transferor set forth in the Transfer and
Servicing Agreement, the Indenture or this Indenture Supplement, which failure
has a material adverse effect on the Series 2000-C Noteholders and which
continues unremedied for a period of sixty (60) days after the date on which
written notice of such failure, requiring the same to be remedied, shall have
been given to the Transferor by the Indenture Trustee, or to the Transferor and
the Indenture Trustee by any Holder of the Series 2000-C Notes and continues to
materially and adversely affect the interests of the noteholders during such
60-day period;
(b) any representation or warranty made by the Transferor in the
Transfer and Servicing Agreement, the Indenture or this Indenture Supplement, or
any information contained in a computer file or microfiche list required to be
delivered by the Transferor pursuant to Section 2.01 or subsection 2.09(h) of
the Transfer and Servicing Agreement shall prove to have been incorrect in any
material respect when made or when delivered, which continues to be incorrect in
any material respect for a period of sixty (60) days after the date on which
written notice of such failure, requiring the same to be remedied, shall have
been given to the Transferor by the Indenture Trustee, or to the Transferor and
the Indenture Trustee by any Holder of the Series 2000-C Notes and as a result
of which the interests of the Series 2000-C Noteholders are materially and
adversely affected for such period; provided, however, that a Series 2000-C Pay
Out Event pursuant to this subsection 6.01(b) shall not be deemed to have
occurred hereunder if the Transferor has accepted reassignment of the related
Receivable, or all of such Receivables, if applicable, during such period in
accordance with the provisions of the Transfer and Servicing Agreement;
(c) the average of the Net Portfolio Yield for any three consecutive
Monthly Periods is reduced to a rate which is less than the average of the Base
Rates for such period;
(d) the Class A Note Principal Balance, the Class B Note Principal
Balance, the Class C Note Principal Balance or the Class D Note Principal
Balance shall not be paid in full on the Expected Final Principal Payment Date;
or
(e) without limiting the foregoing, the occurrence of an Event of
Default with respect to Series 2000-C.
then, in the case of any event described in subparagraph (a) or (b) or any Trust
Pay Out Event
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<PAGE> 40
described in Section 5.01(a) of the Indenture, after the applicable grace
period, if any, set forth in such subparagraphs or in Section 5.01 of the
Indenture, either the Indenture Trustee or the Holders of Series 2000-C Notes
evidencing not less than 50% of the aggregate unpaid principal amount of Series
2000-C Notes by notice then given in writing to the Transferor and the Servicer
(and to the Indenture Trustee if given by the Series 2000-C Noteholders) may
declare that a "Series Pay Out Event" with respect to Series 2000-C (a "SERIES
2000-C PAY OUT EVENT") has occurred as of the date of such notice, and, in the
case of any event described in subparagraph (c), (d) or (e) or any Trust Pay Out
Event described in Sections 5.01(b), (c) or (d) of the Indenture, a Series
2000-C Pay Out Event shall occur without any notice or other action on the part
of the Indenture Trustee or the Series 2000-C Noteholders immediately upon the
occurrence of such event.
[END OF ARTICLE VI]
37
<PAGE> 41
ARTICLE VII
Redemption of Series 2000-C Notes; Final Distributions; Series Termination
Section 7.01. Optional Redemption of Series 2000-C Notes; Final
Distributions.
(a) On any day occurring on or after the date on which the Invested
Amount is reduced to 10% or less of the Initial Invested Amount, the Servicer
shall have the option to redeem the Series 2000-C Notes, at a purchase price
equal to (i) if such day is a Payment Date, the Reassignment Amount for such
Payment Date or (ii) if such day is not a Payment Date, the Reassignment Amount
for the Payment Date following such day.
(b) The Servicer shall give the Issuer and the Indenture Trustee at
least thirty (30) days prior written notice of the date on which the Servicer
intends to exercise such optional redemption. Not later than 12:00 noon, New
York City time, on such day the Servicer shall deposit into the Collection
Account in immediately available funds the excess of the Reassignment Amount
over the amount, if any, on deposit in the Principal Funding Account. Such
redemption option is subject to payment in full of the Reassignment Amount.
Following such deposit into the Collection Account in accordance with the
foregoing, the Invested Amount for Series 2000-C shall be reduced to zero and
the Series 2000-C Noteholders shall have no further security interest in the
Receivables. The Reassignment Amount shall be distributed as set forth in
subsection 7.01(d).
(c) (i) The amount to be paid by the Transferor with respect to
Series 2000-C in connection with a reassignment of Receivables to the Transferor
pursuant to Section 2.06 of the Transfer and Servicing Agreement shall equal the
Reassignment Amount for the first Payment Date following the Monthly Period in
which the reassignment obligation arises under the Transfer and Servicing
Agreement.
(ii) The amount to be paid by the Transferor with respect to
Series 2000-C in connection with a repurchase of the Notes pursuant to Section
7.01 of the Transfer and Servicing Agreement shall equal the Reassignment Amount
for the Payment Date of such repurchase.
(d) With respect to the Reassignment Amount deposited into the
Collection Account pursuant to this Section 7.01, the Indenture Trustee shall,
in accordance with the written direction of the Servicer, not later than 12:00
noon, New York City time, on the related Payment Date, make deposits or
distributions of the following amounts (in the priority set forth below and, in
each case, after giving effect to any deposits and distributions otherwise to be
made on such date) in immediately available funds: (i) (x) the Class A Note
Principal Balance on such Payment Date will be distributed to the Paying Agent
for payment to the Class A Noteholders and (y) an amount equal to the sum of (A)
Class A Monthly Interest for such Payment Date, (B) any Class A Monthly Interest
previously due but not distributed to the Class A Noteholders on a prior Payment
Date and (C) the amount of Class A Additional Interest, if any, for such Payment
Date and any Class A Additional Interest previously due but not distributed to
the Class A Noteholders on any prior Payment Date,
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<PAGE> 42
will be distributed to the Paying Agent for payment to the Class A Noteholders,
(ii) (x) the Class B Note Principal Balance on such Payment Date will be
distributed to the Paying Agent for payment to the Class B Noteholders and (y)
an amount equal to the sum of (A) Class B Monthly Interest for such Payment
Date, (B) any Class B Monthly Interest previously due but not distributed to the
Class B Noteholders on a prior Payment Date and (C) the amount of Class B
Additional Interest, if any, for such Payment Date and any Class B Additional
Interest previously due but not distributed to the Class B Noteholders on any
prior Payment Date, will be distributed to the Paying Agent for payment to the
Class B Noteholders, (iii) (x) the Class C Note Principal Balance on such
Payment Date will be distributed to the Paying Agent for payment to the Class C
Noteholders and (y) an amount equal to the sum of (A) Class C Monthly Interest
for such Payment Date, (B) any Class C Monthly Interest previously due but not
distributed to the Class C Noteholders on a prior Payment Date and (C) the
amount of Class C Additional Interest, if any, for such Payment Date and any
Class C Additional Interest previously due but not distributed to the Class C
Noteholders on any prior Payment Date, will be distributed to the Paying Agent
for payment to the Class C Noteholders, (iv) (x) the Class D Note Principal
Balance on such Payment Date will be distributed to the Paying Agent for payment
to the Class D Noteholders and (y) an amount equal to the sum of (A) Class D
Monthly Interest for such Payment Date, (B) any Class D Monthly Interest
previously due but not distributed to the Class D Noteholders on a prior Payment
Date and (C) the amount of Class D Additional Interest, if any, for such Payment
Date and any Class D Additional Interest previously due but not distributed to
the Class D Noteholders on any prior Payment Date, will be distributed to the
Paying Agent for payment to the Class D Noteholders and (iv) any excess shall be
released to the Issuer.
(e) Notwithstanding anything to the contrary in this Indenture
Supplement, the Indenture or the Transfer and Servicing Agreement, if the Paying
Agent is not also the Indenture Trustee, all amounts distributed to the Paying
Agent pursuant to subsection 7.01(d) for payment to the Series 2000-C
Noteholders shall be deemed distributed in full to the Series 2000-C Noteholders
on the date on which such funds are distributed to the Paying Agent pursuant to
this Section 7.01 and shall be deemed to be a final distribution pursuant to
Section 11.02 of the Indenture.
Section 7.02. Series Termination.
On the Series 2000-C Final Maturity Date, the right of the Series
2000-C Noteholders to receive payments from the Issuer will be limited solely to
the right to receive payments pursuant to Section 5.05 of the Indenture.
[END OF ARTICLE VII]
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<PAGE> 43
ARTICLE VIII
Miscellaneous Provisions
Section 8.01. Ratification of Indenture. As supplemented by this
Indenture Supplement, the Indenture is in all respects ratified and confirmed
and the Indenture as so supplemented by this Indenture Supplement shall be read,
taken and construed as one and the same instrument.
Section 8.02. Form of Delivery of the Series 2000-C Notes.
The Class A Notes, the Class B Notes and the Class C Notes shall be
Book-Entry Notes and shall be delivered as Registered Notes as provided in
Section 2.01 of the Indenture in substantially the form of Exhibit A hereto.
Section 8.03. Additional Requirements for Registration of and
Limitations on Transfer and Exchange of Class D Notes.
(a) (i) Registration of transfer of the Class D Notes shall be
effected only if such transfer is made pursuant to an effective registration
statement under the Securities Act, or is exempt from the registration
requirements under the Securities Act. In the event that registration of a
transfer is to be made in reliance upon an exemption from the registration
requirements under the Securities Act, the transferor or the transferee shall
deliver, at its expense, to the Transferor, the Servicer and the Indenture
Trustee, either (A) an investment letter from the transferee, substantially in
the form of the investment and ERISA representation letter attached hereto as
Exhibit E-1, or (B) an Opinion of Counsel satisfactory to the Transferor, the
Servicer and the Indenture Trustee to the effect that such transfer may be made
without registration under the Securities Act (which Opinion of Counsel shall
not be an expense of the Issuer, the Transferor, the Servicer, the Seller, the
Indenture Trustee or the Transfer Agent and Registrar in their respective
capacities as such), together with the written certification(s) as to the facts
surrounding such transfer from the Noteholder desiring to effect such transfer
and/or such Noteholder's prospective transferee on which such Opinion of Counsel
is based. None of the Issuer, the Transferor, the Servicer, the Seller, the
Indenture Trustee or the Transfer Agent and Registrar is obligated to register
or qualify the Class D Notes under the Securities Act or any other securities
law or to take any action not otherwise required under this Indenture Supplement
or the Indenture to permit the transfer of the Class D Notes without
registration or qualification. Any Class D Noteholder desiring to effect a
transfer of unregistered Class D Notes shall, and does hereby agree to,
indemnify the Issuer, the Transferor (unless the transferor of the Class D Notes
is the Transferor), the Servicer, the Seller, the Indenture Trustee and the
Transfer Agent and Registrar against any liability that may result if the
transfer is not exempt from such registration or qualification or is not made in
accordance with such federal and state laws and no registration of transfer
shall be made until such letter is so delivered.
(b) Class D Notes issued upon registration or transfer of, or Class D
Notes issued in exchange for Class D Notes shall bear the restrictive legend
regarding securities laws contained in the form of the Class D Note attached as
Exhibit A-4 hereto, unless the Transferor, the Servicer, the Indenture Trustee
and the Transfer Agent and Registrar receive an Opinion of Counsel, satisfactory
40
<PAGE> 44
to each of them, to the effect that such legend may be removed or modified.
(c) Registration of transfer of Class D Notes shall be effected only if
the transferee has executed and delivered a certification in the form and
substance attached hereto as Exhibit E-2 to the effect that either (i) the
transferee is not (A) an employee benefit plan (as defined in Section 3(3) of
the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) that
is subject to the provisions of Title I of ERISA or (B) a plan (as defined in
Section 4975(e)(1) of the Code (the "Code")) that is subject to Section 4975 of
the Code (each of the foregoing, a "Benefit Plan"), and is not acting on behalf
of or investing the assets of a Benefit Plan, or (ii) that the transferee's
acquisition and continued holding of the applicable Note will be covered by a
U.S. Department of Labor Prohibited Transaction Class Exemption or other
applicable statutory or regulatory exemption.
(d) If so requested by the Transferor, the Indenture Trustee will make
available to any prospective purchaser of Class D Notes who so requests, a copy
of a letter provided to the Trustee by or on behalf of the Transferor relating
to the transferability of any Series or Class to a Benefit Plan.
Section 8.04. Amendment. This Indenture Supplement may be amended only
in accordance with the provisions set forth in Sections 10.01 and 10.02 of the
Indenture.
Section 8.05. Counterparts. This Indenture Supplement may be executed
in two or more counterparts, and by different parties on separate counterparts,
each of which shall be an original, but all of which shall constitute one and
the same instrument.
Section 8.06. GOVERNING LAW. THIS INDENTURE SUPPLEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT
REFERENCE TO ITS CONFLICT OF LAWS PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND
REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH
LAWS.
Section 8.07. Limitation of Liability. Notwithstanding any other
provision herein or elsewhere, this Agreement has been executed and delivered by
Wilmington Trust Company, not in its individual capacity, but solely in its
capacity as Owner Trustee of the Trust, in no event shall (i) Wilmington Trust
Company in its individual capacity, (ii) any owner of a beneficial interest in
the Trust or (iii) any partner, owner, beneficiary, agent, officer, director,
employee or agent of the Owner Trustee in its individual capacity, any holder of
a beneficial interest in the Trust, the Owner Trustee or of any successor or
assign of the Owner Trustee in its individual capacity, except as any such
Person may have expressly agreed (it being understood that the Owner Trustee has
no such obligations in its individual capacity), have any liability in respect
of the representations, warranties, or obligations of the Trust hereunder or
under any other document, as to all of which recourse shall be had solely to the
assets of the Trust, and for all purposes of this Agreement and each other
document, the Owner Trustee (as such or in its individual capacity) shall be
subject to, and entitled to the benefits of, the terms and provisions of the
Trust Agreement.
[END OF ARTICLE VIII]
[SIGNATURE PAGE FOLLOWS]
41
<PAGE> 45
IN WITNESS WHEREOF, the undersigned have caused this Indenture
Supplement to be duly executed and delivered by their respective duly authorized
officers on the day and year first above written.
WILMINGTON TRUST COMPANY,
as Owner Trustee of
ADVANTA BUSINESS CARD MASTER TRUST
By: /s/ Patricia A. Evans
----------------------------------------
Name: Patricia A. Evans
Title: Senior Financial Services Officer
BANKERS TRUST COMPANY,
not in its individual capacity,
but solely as Indenture Trustee
By: /s/ Peter Becker
----------------------------------------
Name: Peter Becker
Title: Assistant Vice President
[Signature Page to Series 2000-C Indenture Supplement]
42
<PAGE> 46
Acknowledged and Accepted:
ADVANTA BANK CORP.,
as Servicer
By: /s/ Mark B. Hales
-----------------------------------
Name: Mark B. Hales
Title: President
Acknowledged and Accepted:
ADVANTA BUSINESS RECEIVABLES CORP.,
as Transferor
By: /s/ Michael Coco
-----------------------------------
Name: Michael Coco
Title: Vice President-Finance
[Signature Page to Series 2000-C Indenture Supplement]
43
<PAGE> 47
EXHIBIT A-1
FORM OF CLASS A ASSET BACKED NOTE
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF COVENANTS AND AGREES
THAT IT WILL NOT AT ANY TIME INSTITUTE AGAINST THE ISSUER OR THE TRANSFEROR, OR
JOIN IN INSTITUTING AGAINST THE ISSUER OR THE TRANSFEROR, ANY BANKRUPTCY,
REORGANIZATION, ARRANGEMENT, INSOLVENCY OR LIQUIDATION PROCEEDINGS, OR OTHER
PROCEEDINGS UNDER ANY UNITED STATES FEDERAL OR STATE BANKRUPTCY OR SIMILAR LAW.
THE HOLDER OF THIS CLASS A NOTE, BY ACCEPTANCE OF THIS NOTE, AND EACH
HOLDER OF A BENEFICIAL INTEREST THEREIN, AGREE TO TREAT THE CLASS A NOTES AS
INDEBTEDNESS FOR APPLICABLE FEDERAL, STATE, AND LOCAL INCOME AND FRANCHISE TAX
LAW AND FOR PURPOSES OF ANY OTHER TAX IMPOSED ON, OR MEASURED BY, INCOME.
Exhibit A-1-1
<PAGE> 48
INITIAL OUTSTANDING PRINCIPAL BALANCE REGISTERED $__________*
No. A-_________ CUSIP NO. 00761H AD 3
ADVANTA BUSINESS CARD MASTER TRUST SERIES 2000-C
CLASS A ASSET BACKED NOTE
Wilmington Trust Company, as Owner Trustee of Advanta Business Card
Master Trust (herein referred to as the "Issuer" or the "Trust"), a Delaware
common law trust governed by a Trust Agreement dated as of August 1, 2000, for
value received, hereby promises to pay to _________________, or registered
assigns, subject to the following provisions, the principal sum of
__________________ DOLLARS, or such greater or lesser amount as determined in
accordance with the Indenture, on the Series 2000-C Final Maturity Date (which
is the earlier to occur of (a) the Payment Date on which the Note Principal
Balance is paid in full and (b) the April 2008 Payment Date), except as
otherwise provided below or in the Indenture. The Issuer will pay interest on
the unpaid principal amount of this Note at the Class A Note Interest Rate on
each Payment Date until the principal amount of this Note is paid in full.
Interest on this Note will accrue for each Payment Date from and including the
most recent Payment Date on which interest has been paid to but excluding such
Payment Date or, for the initial Payment Date, from and including the Closing
Date to but excluding such Payment Date. Interest will be computed on the basis
of a 360-day year and the actual number of days elapsed. Principal of this Note
shall be paid in the manner specified on the reverse hereof.
The principal of and interest on this Note are payable in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts.
Reference is made to the further provisions of this Note set forth on
the reverse hereof, which shall have the same effect as though fully set forth
on the face of this Note.
Unless the certificate of authentication hereon has been executed by or
on behalf of the Indenture Trustee, by manual signature, this Note shall not be
entitled to any benefit under the Indenture or the Indenture Supplement referred
to on the reverse hereof, or be valid for any purpose.
---------------
* Denominations of $1,000 and integral multiples of $1,000 in
excess thereof.
Exhibit A-1-2
<PAGE> 49
IN WITNESS WHEREOF, the Issuer has caused this Class A Note to be duly
executed.
WILMINGTON TRUST COMPANY,
as Owner Trustee of
ADVANTA BUSINESS CARD MASTER TRUST
By: _______________________________
Name:
Title:
Dated: ____________, ____
Exhibit A-1-3
<PAGE> 50
INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Class A Notes described in the within-mentioned Indenture.
Bankers Trust Company,
not in its individual capacity,
but solely as Indenture Trustee
By:
-----------------------------------
Dated:_________,____ Authorized Signatory
Exhibit A-1-4
<PAGE> 51
ADVANTA BUSINESS CARD MASTER TRUST SERIES 2000-C
CLASS A ASSET BACKED NOTE
Summary of Terms and Conditions
This Class A Note is one of a duly authorized issue of Notes of the
Issuer, designated as Advanta Business Card Master Trust, Series 2000-C (the
"SERIES 2000-C NOTES"), issued under 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 Indenture
Supplement dated as of November 1, 2000 (the "INDENTURE SUPPLEMENT"), and
representing the right to receive certain payments from the Issuer. The term
"Indenture," unless the context otherwise requires, refers to the Master
Indenture as supplemented by the Indenture Supplement. The Notes are subject to
all of the terms of the Indenture. All terms used in this Note that are defined
in the Indenture shall have the meanings assigned to them in or pursuant to the
Indenture. In the event of any conflict or inconsistency between the Indenture
and this Note, the Indenture shall control.
The Class B Notes, the Class C Notes and the Class D Notes will also be
issued under the Indenture.
The Noteholder, by its acceptance of this Note, agrees that it will
look solely to the property of the Trust allocated to the payment of this Note
for payment hereunder and that the Indenture Trustee is not liable to the
Noteholders for any amount payable under the Note or the Indenture or, except as
expressly provided in the Indenture, subject to any liability under the
Indenture.
This Note does not purport to summarize the Indenture and reference is
made to the Indenture for the interests, rights and limitations of rights,
benefits, obligations and duties evidenced thereby, and the rights, duties and
immunities of the Indenture Trustee.
The Class A Note Initial Principal Balance is $320,000,000. The Class A
Note Principal Balance on any date of determination will be an amount equal to
(a) the Class A Note Initial Principal Balance, minus (b) the aggregate amount
of principal payments made to the Class A Noteholders on or prior to such date.
The Expected Final Principal Payment Date is the October 2005 Payment
Date, but principal with respect to the Class A Notes may be paid earlier or
later under certain circumstances described in the Indenture. If for one or more
months during the Controlled Accumulation Period there are not sufficient funds
to deposit into the Principal Funding Account the Controlled Deposit Amount,
then to the extent that excess funds are not available on subsequent Payment
Dates with respect to the Controlled Accumulation Period to make up for such
shortfalls, the final payment of principal of the Notes will occur later than
the Expected Final Principal Payment Date. Payments of principal of the Notes
shall be payable in accordance with the provisions of the Indenture.
Subject to the terms and conditions of the Indenture, the Transferor
may, from time to time, direct the Owner Trustee, on behalf of the Trust, to
issue one or more new Series of Notes.
On each Payment Date, the Paying Agent shall distribute to each Class A
Noteholder of
Exhibit A-1-5
<PAGE> 52
record on the related Record Date (except for the final payment in respect of
this Class A Note) such Class A Noteholder's pro rata share of the amounts held
by the Paying Agent that are allocated and available on such Payment Date to pay
interest and principal on the Class A Notes pursuant to the Indenture
Supplement. Except as provided in the Indenture with respect to a final payment,
payments to Series 2000-C Noteholders shall be made by (i) check mailed to each
Series 2000-C Noteholder (at such Noteholder's address as it appears in the Note
Register), except that with respect to any Series 2000-C Notes registered in the
name of the nominee of a Clearing Agency, such payment shall be made in
immediately available funds and (ii) without presentation or surrender of any
Series 2000-C Note or the making of any notation thereon. Final payment of this
Class A Note will be made only upon presentation and surrender of this Class A
Note at the office or agency specified in the notice of final payment delivered
by the Indenture Trustee to the Series 2000-C Noteholders in accordance with the
Indenture.
On any day occurring on or after the date on which the outstanding
principal balance of the Series 2000-C Notes is reduced to 10% or less of the
initial outstanding principal balance of the Series 2000-C Notes, the Servicer
shall have the option to redeem the Series 2000-C Notes, at a purchase price
equal to (i) if such day is a Payment Date, the Reassignment Amount for such
Payment Date or (ii) if such day is not a Payment Date, the Reassignment Amount
for the Payment Date following such day.
THIS CLASS A NOTE DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST
IN, THE TRANSFEROR, ADVANTA BANK CORP., ADVANTA CORP., OR ANY AFFILIATE OF ANY
OF THEM AND IS NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY OR INSTRUMENTALITY.
Each Noteholder, by accepting a Note, hereby covenants and agrees that
it will not at any time institute against the Issuer or the Transferor, or join
in instituting against the Issuer or the Transferor, any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings, or other
proceedings under any United States federal or state bankruptcy or similar law.
Except as otherwise provided in the Indenture Supplement, the Class A
Notes are issuable only in minimum denominations of $1,000 and integral
multiples of $1,000. The transfer of this Class A Note shall be registered in
the Note Register upon surrender of this Class A Note for registration of
transfer at any office or agency maintained by the Transfer Agent and Registrar
accompanied by a written instrument of transfer, in a form satisfactory to the
Indenture Trustee or the Transfer Agent and Registrar, duly executed by the
Class A Noteholder or such Class A Noteholder's attorney, and duly authorized in
writing with such signature guaranteed, and thereupon one or more new Class A
Notes in any authorized denominations of like aggregate principal amount will be
issued to the designated transferee or transferees.
As provided in the Indenture and subject to certain limitations therein
set forth, Class A Notes are exchangeable for new Class A Notes in any
authorized denominations and of like aggregate principal amount, upon surrender
of such Notes to be exchanged at the office or agency of the Transfer Agent and
Registrar. No service charge may be imposed for any such exchange but the Issuer
or Transfer Agent and Registrar may require payment of a sum sufficient to cover
any tax or other governmental charge that may be imposed in connection
therewith.
Exhibit A-1-6
<PAGE> 53
The Issuer, the Transferor, the Indenture Trustee and any agent of the
Issuer, the Transferor or the Indenture Trustee shall treat the person in whose
name this Class A Note is registered as the owner hereof for all purposes, and
neither the Issuer, the Transferor, the Indenture Trustee nor any agent of the
Issuer, the Transferor or the Indenture Trustee shall be affected by notice to
the contrary.
THIS CLASS A NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS.
Exhibit A-1-7
<PAGE> 54
ASSIGNMENT
Social Security or other identifying number of assignee ________________________
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto ______________________________ (name and address of assignee) the
within certificate and all rights thereunder, and hereby irrevocably constitutes
and appoints ____________________, attorney, to transfer said certificate on the
books kept for registration thereof, with full power of substitution in the
premises.
Dated: **
--------------- ---------------------------------
Signature Guaranteed:
--------------
** The signature to this assignment must correspond with the name
of the registered owner as it appears on the face of the within Note in every
particular, without alteration, enlargement or any change whatsoever.
Exhibit A-1-8
<PAGE> 55
EXHIBIT A-2
FORM OF CLASS B ASSET BACKED NOTE
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF COVENANTS AND AGREES
THAT IT WILL NOT AT ANY TIME INSTITUTE AGAINST THE ISSUER OR THE TRANSFEROR, OR
JOIN IN INSTITUTING AGAINST THE ISSUER OR THE TRANSFEROR, ANY BANKRUPTCY,
REORGANIZATION, ARRANGEMENT, INSOLVENCY OR LIQUIDATION PROCEEDINGS, OR OTHER
PROCEEDINGS UNDER ANY UNITED STATES FEDERAL OR STATE BANKRUPTCY OR SIMILAR LAW.
THE HOLDER OF THIS CLASS B NOTE, BY ACCEPTANCE OF THIS NOTE, AND EACH
HOLDER OF A BENEFICIAL INTEREST THEREIN, AGREE TO TREAT THE CLASS B NOTES AS
INDEBTEDNESS FOR APPLICABLE FEDERAL, STATE, AND LOCAL INCOME AND FRANCHISE TAX
LAW AND FOR PURPOSES OF ANY OTHER TAX IMPOSED ON, OR MEASURED BY, INCOME.
Exhibit A-2-1
<PAGE> 56
INITIAL OUTSTANDING PRINCIPAL BALANCE REGISTERED $___________________*
No. B-____________ CUSIP NO. 00761H AE 1
ADVANTA BUSINESS CARD MASTER TRUST SERIES 2000-C
CLASS B ASSET BACKED NOTE
Wilmington Trust Company, as Owner Trustee of Advanta Business Card
Master Trust (herein referred to as the "Issuer" or the "Trust"), a Delaware
common law trust governed by a Trust Agreement dated as of August 1, 2000, for
value received, hereby promises to pay to _________________, or registered
assigns, subject to the following provisions, the principal sum of
__________________ DOLLARS, or such greater or lesser amount as determined in
accordance with the Indenture, on the Series 2000-C Final Maturity Date (which
is the earlier to occur of (a) the Payment Date on which the Note Principal
Balance is paid in full and (b) the April 2008 Payment Date), except as
otherwise provided below or in the Indenture. The Issuer will pay interest on
the unpaid principal amount of this Note at the Class B Note Interest Rate on
each Payment Date until the principal amount of this Note is paid in full.
Interest on this Note will accrue for each Payment Date from and including the
most recent Payment Date on which interest has been paid to but excluding such
Payment Date or, for the initial Payment Date, from and including the Closing
Date to but excluding such Payment Date. Interest will be computed on the basis
of a 360-day year and the actual number of days elapsed. Principal of this Note
shall be paid in the manner specified on the reverse hereof.
The principal of and interest on this Note are payable in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts.
Reference is made to the further provisions of this Note set forth on
the reverse hereof, which shall have the same effect as though fully set forth
on the face of this Note.
Unless the certificate of authentication hereon has been executed by or
on behalf of the Indenture Trustee, by manual signature, this Note shall not be
entitled to any benefit under the Indenture or the Indenture Supplement referred
to on the reverse hereof, or be valid for any purpose.
THIS CLASS B NOTE IS SUBORDINATED TO THE EXTENT NECESSARY TO FUND
PAYMENTS ON THE CLASS A NOTES TO THE EXTENT SPECIFIED IN THE INDENTURE
SUPPLEMENT.
----------------
* Denominations of $1,000 and integral multiples of $1,000 in
excess thereof.
Exhibit A-2-2
<PAGE> 57
IN WITNESS WHEREOF, the Issuer has caused this Class B Note to
be duly executed.
WILMINGTON TRUST COMPANY,
as Owner Trustee of
ADVANTA BUSINESS CARD MASTER TRUST
By: _________________________________
Name:
Title:
Dated: ____________, ______
Exhibit A-2-3
<PAGE> 58
INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Class B Notes described in the within-mentioned
Indenture.
Bankers Trust Company,
not in its individual capacity,
but solely as Indenture Trustee
By:
----------------------------------
Dated: ___________,____ Authorized Signatory
Exhibit A-2-4
<PAGE> 59
ADVANTA BUSINESS CARD MASTER TRUST SERIES 2000-C
CLASS B ASSET BACKED NOTE
Summary of Terms and Conditions
This Class B Note is one of a duly authorized issue of Notes of the
Issuer, designated as Advanta Business Card Master Trust, Series 2000-C (the
"SERIES 2000-C NOTES"), issued under 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 Indenture
Supplement dated as of November 1, 2000 (the "INDENTURE SUPPLEMENT"), and
representing the right to receive certain payments from the Issuer. The term
"Indenture," unless the context otherwise requires, refers to the Master
Indenture as supplemented by the Indenture Supplement. The Notes are subject to
all of the terms of the Indenture. All terms used in this Note that are defined
in the Indenture shall have the meanings assigned to them in or pursuant to the
Indenture. In the event of any conflict or inconsistency between the Indenture
and this Note, the Indenture shall control.
The Class A Notes, the Class C Notes and the Class D Notes will also be
issued under the Indenture.
The Noteholder, by its acceptance of this Note, agrees that it will
look solely to the property of the Trust allocated to the payment of this Note
for payment hereunder and that the Indenture Trustee is not liable to the
Noteholders for any amount payable under the Note or the Indenture or, except as
expressly provided in the Indenture, subject to any liability under the
Indenture.
This Note does not purport to summarize the Indenture and reference is
made to the Indenture for the interests, rights and limitations of rights,
benefits, obligations and duties evidenced thereby, and the rights, duties and
immunities of the Indenture Trustee.
The Class B Note Initial Principal Balance is $38,000,000.
The Class B Note Principal Balance on any date of determination will be
an amount equal to (a) the Class B Note Initial Principal Balance, minus (b) the
aggregate amount of principal payments made to the Class B Noteholders on or
prior to such date.
The Expected Final Principal Payment Date is the October 2005 Payment
Date, but principal with respect to the Class B Notes may be paid earlier or
later under certain circumstances described in the Indenture. If for one or more
months during the Controlled Accumulation Period there are not sufficient funds
to deposit into the Principal Funding Account the Controlled Deposit Amount,
then to the extent that excess funds are not available on subsequent Payment
Dates with respect to the Controlled Accumulation Period to make up for such
shortfalls, the final payment of principal of the Notes will occur later than
the Expected Final Principal Payment Date. Payments of principal of the Notes
shall be payable in accordance with the provisions of the Indenture.
Subject to the terms and conditions of the Indenture, the Transferor
may, from time to time,
Exhibit A-2-5
<PAGE> 60
direct the Owner Trustee, on behalf of the Trust, to issue one or more new
Series of Notes.
On each Payment Date, the Paying Agent shall distribute to each Class B
Noteholder of record on the related Record Date (except for the final payment in
respect of this Class B Note) such Class B Noteholder's pro rata share of the
amounts held by the Paying Agent that are allocated and available on such
Payment Date to pay interest and principal on the Class B Notes pursuant to the
Indenture Supplement. Except as provided in the Indenture with respect to a
final payment, payments to Series 2000-C Noteholders shall be made by (i) check
mailed to each Series 2000-C Noteholder (at such Noteholder's address as it
appears in the Note Register), except that with respect to any Series 2000-C
Notes registered in the name of the nominee of a Clearing Agency, such payment
shall be made in immediately available funds and (ii) without presentation or
surrender of any Series 2000-C Note or the making of any notation thereon. Final
payment of this Class B Note will be made only upon presentation and surrender
of this Class B Note at the office or agency specified in the notice of final
payment delivered by the Indenture Trustee to the Series 2000-C Noteholders in
accordance with the Indenture.
On any day occurring on or after the date on which the outstanding
principal balance of the Series 2000-C Notes is reduced to 10% or less of the
initial outstanding principal balance of the Series 2000-C Notes, the Servicer
shall have the option to redeem the Series 2000-C Notes, at a purchase price
equal to (i) if such day is a Payment Date, the Reassignment Amount for such
Payment Date or (ii) if such day is not a Payment Date, the Reassignment Amount
for the Payment Date following such day.
THIS CLASS B NOTE DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST
IN, THE TRANSFEROR, ADVANTA BANK CORP., ADVANTA CORP., OR ANY AFFILIATE OF ANY
OF THEM AND IS NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY OR INSTRUMENTALITY.
Each Noteholder, by accepting a Note, hereby covenants and agrees that
it will not at any time institute against the Issuer or the Transferor, or join
in instituting against the Issuer or the Transferor, any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings, or other
proceedings under any United States federal or state bankruptcy or similar law.
Except as otherwise provided in the Indenture Supplement, the Class B
Notes are issuable only in minimum denominations of $1,000 and integral
multiples of $1,000. The transfer of this Class B Note shall be registered in
the Note Register upon surrender of this Class B Note for registration of
transfer at any office or agency maintained by the Transfer Agent and Registrar
accompanied by a written instrument of transfer, in a form satisfactory to the
Indenture Trustee or the Transfer Agent and Registrar, duly executed by the
Class B Noteholder or such Class B Noteholder's attorney, and duly authorized in
writing with such signature guaranteed, and thereupon one or more new Class B
Notes in any authorized denominations of like aggregate principal amount will be
issued to the designated transferee or transferees.
As provided in the Indenture and subject to certain limitations therein
set forth, Class B Notes
Exhibit A-2-6
<PAGE> 61
are exchangeable for new Class B Notes in any authorized denominations and of
like aggregate principal amount, upon surrender of such Notes to be exchanged at
the office or agency of the Transfer Agent and Registrar. No service charge may
be imposed for any such exchange but the Issuer or Transfer Agent and Registrar
may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection therewith.
The Issuer, the Transferor, the Indenture Trustee and any agent of the
Issuer, the Transferor or the Indenture Trustee shall treat the person in whose
name this Class B Note is registered as the owner hereof for all purposes, and
neither the Issuer, the Transferor, the Indenture Trustee nor any agent of the
Issuer, the Transferor or the Indenture Trustee shall be affected by notice to
the contrary.
THIS CLASS B NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS.
Exhibit A-2-7
<PAGE> 62
ASSIGNMENT
Social Security or other identifying number of assignee _______________________.
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
[___________________________________]
(name and address of assignee)
the within certificate and all rights thereunder, and hereby irrevocably
constitutes and appoints ____________________, attorney, to transfer said
certificate on the books kept for registration thereof, with full power of
substitution in the premises.
Dated: __________, _____ _______________________**
Signature Guaranteed:
---------------
** The signature to this assignment must correspond with the name
of the registered owner as it appears on the face of the within Note in every
particular, without alteration, enlargement or any change whatsoever.
Exhibit A-2-8
<PAGE> 63
EXHIBIT A-3
FORM OF CLASS C ASSET BACKED NOTE
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF COVENANTS AND AGREES
THAT IT WILL NOT AT ANY TIME INSTITUTE AGAINST THE ISSUER OR THE TRANSFEROR, OR
JOIN IN INSTITUTING AGAINST THE ISSUER OR THE TRANSFEROR, ANY BANKRUPTCY,
REORGANIZATION, ARRANGEMENT, INSOLVENCY OR LIQUIDATION PROCEEDINGS, OR OTHER
PROCEEDINGS UNDER ANY UNITED STATES FEDERAL OR STATE BANKRUPTCY OR SIMILAR LAW.
THE HOLDER OF THIS CLASS C NOTE, BY ACCEPTANCE OF THIS NOTE, AND EACH
HOLDER OF A BENEFICIAL INTEREST THEREIN, AGREE TO TREAT THE CLASS C NOTES AS
INDEBTEDNESS FOR APPLICABLE FEDERAL, STATE, AND LOCAL INCOME AND FRANCHISE TAX
LAW AND FOR PURPOSES OF ANY OTHER TAX IMPOSED ON, OR MEASURED BY, INCOME.
Exhibit A-3-1
<PAGE> 64
INITIAL OUTSTANDING PRINCIPAL BALANCE REGISTERED $___________________*
No. C-__________ CUSIP NO. 00761H AF 8
ADVANTA BUSINESS CARD MASTER TRUST SERIES 2000-C
CLASS C ASSET BACKED NOTE
Wilmington Trust Company, as Owner Trustee of Advanta Business Card
Master Trust (herein referred to as the "Issuer" or the "Trust"), a Delaware
common law trust governed by a Trust Agreement dated as of August 1, 2000, for
value received, hereby promises to pay to _________________, or registered
assigns, subject to the following provisions, the principal sum of
__________________ DOLLARS, or such greater or lesser amount as determined in
accordance with the Indenture, on the Series 2000-C Final Maturity Date (which
is the earlier to occur of (a) the Payment Date on which the Note Principal
Balance is paid in full and (b) the April 2008 Payment Date), except as
otherwise provided below or in the Indenture. The Issuer will pay interest on
the unpaid principal amount of this Note at the Class C Note Interest Rate on
each Payment Date until the principal amount of this Note is paid in full.
Interest on this Note will accrue for each Payment Date from and including the
most recent Payment Date on which interest has been paid to but excluding such
Payment Date or, for the initial Payment Date, from and including the Closing
Date to but excluding such Payment Date. Interest will be computed on the basis
of a 360-day year and the actual number of days elapsed. Principal of this Note
shall be paid in the manner specified on the reverse hereof.
The principal of and interest on this Note are payable in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts.
Reference is made to the further provisions of this Note set forth on
the reverse hereof, which shall have the same effect as though fully set forth
on the face of this Note.
Unless the certificate of authentication hereon has been executed by or
on behalf of the Indenture Trustee, by manual signature, this Note shall not be
entitled to any benefit under the Indenture or the Indenture Supplement referred
to on the reverse hereof, or be valid for any purpose.
THIS CLASS C NOTE IS SUBORDINATED TO THE EXTENT NECESSARY TO FUND
PAYMENTS ON THE CLASS A AND THE CLASS B NOTES TO THE EXTENT SPECIFIED IN THE
INDENTURE SUPPLEMENT.
------------
* Denominations of $1,000 and integral multiples of $1,000 in
excess thereof.
Exhibit A-3-2
<PAGE> 65
IN WITNESS WHEREOF, the Issuer has caused this Class C Note to be duly
executed.
WILMINGTON TRUST COMPANY,
as Owner Trustee of
ADVANTA BUSINESS CARD MASTER TRUST
By:
_______________________________
Name:
Title:
Dated: __________, ____
Exhibit A-3-3
<PAGE> 66
INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Class C Notes described in the within-mentioned
Indenture.
Bankers Trust Company,
not in its individual capacity,
but solely as Indenture Trustee
By:
-----------------------------------
Dated: ___________,____ Authorized Signatory
Exhibit A-3-4
<PAGE> 67
ADVANTA BUSINESS CARD MASTER TRUST SERIES 2000-C
CLASS C ASSET BACKED NOTE
Summary of Terms and Conditions
This Class C Note is one of a duly authorized issue of Notes of the
Issuer, designated as Advanta Business Card Master Trust, Series 2000-C (the
"SERIES 2000-C NOTES"), issued under 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 Indenture
Supplement dated as of November 1, 2000 (the "INDENTURE SUPPLEMENT"), and
representing the right to receive certain payments from the Issuer. The term
"Indenture," unless the context otherwise requires, refers to the Master
Indenture as supplemented by the Indenture Supplement. The Notes are subject to
all of the terms of the Indenture. All terms used in this Note that are defined
in the Indenture shall have the meanings assigned to them in or pursuant to the
Indenture. In the event of any conflict or inconsistency between the Indenture
and this Note, the Indenture shall control.
The Class A Notes, the Class B Notes and the Class D Notes will also be
issued under the Indenture.
The Noteholder, by its acceptance of this Note, agrees that it will
look solely to the property of the Trust allocated to the payment of this Note
for payment hereunder and that the Indenture Trustee is not liable to the
Noteholders for any amount payable under the Note or the Indenture or, except as
expressly provided in the Indenture, subject to any liability under the
Indenture.
This Note does not purport to summarize the Indenture and reference is
made to the Indenture for the interests, rights and limitations of rights,
benefits, obligations and duties evidenced thereby, and the rights, duties and
immunities of the Indenture Trustee.
The Class C Note Initial Principal Balance is $28,000,000.
The Class C Note Principal Balance on any date of determination will be
an amount equal to (a) the Class C Note Initial Principal Balance, minus (b) the
aggregate amount of principal payments made to the Class C Noteholders on or
prior to such date.
The Expected Final Principal Payment Date is the October 2005 Payment
Date, but principal with respect to the Class C Notes may be paid earlier or
later under certain circumstances described in the Indenture. If for one or more
months during the Controlled Accumulation Period there are not sufficient funds
to deposit into the Principal Funding Account the Controlled Deposit Amount,
then to the extent that excess funds are not available on subsequent Payment
Dates with respect to the Controlled Accumulation Period to make up for such
shortfalls, the final payment of principal of the Notes will occur later than
the Expected Final Principal Payment Date. Payments of principal of the Notes
shall be payable in accordance with the provisions of the Indenture.
Subject to the terms and conditions of the Indenture, the Transferor
may, from time to time,
Exhibit A-3-5
<PAGE> 68
direct the Owner Trustee, on behalf of the Trust, to issue one or more new
Series of Notes.
On each Payment Date, the Paying Agent shall distribute to each Class C
Noteholder of record on the related Record Date (except for the final payment in
respect of this Class C Note) such Class C Noteholder's pro rata share of the
amounts held by the Paying Agent that are allocated and available on such
Payment Date to pay interest and principal on the Class C Notes pursuant to the
Indenture Supplement. Except as provided in the Indenture with respect to a
final payment, payments to Series 2000-C Noteholders shall be made by (i) check
mailed to each Series 2000-C Noteholder (at such Noteholder's address as it
appears in the Note Register), except that with respect to any Series 2000-C
Notes registered in the name of the nominee of a Clearing Agency, such payment
shall be made in immediately available funds and (ii) without presentation or
surrender of any Series 2000-C Note or the making of any notation thereon. Final
payment of this Class C Note will be made only upon presentation and surrender
of this Class C Note at the office or agency specified in the notice of final
payment delivered by the Indenture Trustee to the Series 2000-C Noteholders in
accordance with the Indenture.
On any day occurring on or after the date on which the outstanding
principal balance of the Series 2000-C Notes is reduced to 10% or less of the
initial outstanding principal balance of the Series 2000-C Notes, the Servicer
shall have the option to redeem the Series 2000-C Notes, at a purchase price
equal to (i) if such day is a Payment Date, the Reassignment Amount for such
Payment Date or (ii) if such day is not a Payment Date, the Reassignment Amount
for the Payment Date following such day.
THIS CLASS C NOTE DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST
IN, THE TRANSFEROR, ADVANTA BANK CORP., ADVANTA CORP., OR ANY AFFILIATE OF ANY
OF THEM AND IS NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY OR INSTRUMENTALITY.
Each Noteholder, by accepting a Note, hereby covenants and agrees that
it will not at any time institute against the Issuer or the Transferor, or join
in instituting against the Issuer or the Transferor, any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings, or other
proceedings under any United States federal or state bankruptcy or similar law.
Except as otherwise provided in the Indenture Supplement, the Class C
Notes are issuable only in minimum denominations of $1,000 and integral
multiples of $1,000. The transfer of this Class C Note shall be registered in
the Note Register upon surrender of this Class C Note for registration of
transfer at any office or agency maintained by the Transfer Agent and Registrar
accompanied by a written instrument of transfer, in a form satisfactory to the
Indenture Trustee or the Transfer Agent and Registrar, duly executed by the
Class C Noteholder or such Class C Noteholder's attorney, and duly authorized in
writing with such signature guaranteed, and thereupon one or more new Class C
Notes in any authorized denominations of like aggregate principal amount will be
issued to the designated transferee or transferees.
As provided in the Indenture and subject to certain limitations therein
set forth, Class C Notes
Exhibit A-3-6
<PAGE> 69
are exchangeable for new Class C Notes in any authorized denominations and of
like aggregate principal amount, upon surrender of such Notes to be exchanged at
the office or agency of the Transfer Agent and Registrar. No service charge may
be imposed for any such exchange but the Issuer or Transfer Agent and Registrar
may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection therewith.
The Issuer, the Transferor, the Indenture Trustee and any agent of the
Issuer, the Transferor or the Indenture Trustee shall treat the person in whose
name this Class C Note is registered as the owner hereof for all purposes, and
neither the Issuer, the Transferor, the Indenture Trustee nor any agent of the
Issuer, the Transferor or the Indenture Trustee shall be affected by notice to
the contrary.
THIS CLASS C NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS.
Exhibit A-3-7
<PAGE> 70
ASSIGNMENT
Social Security or other identifying number of assignee ________________________
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto
[____________________________________]
(name and address of assignee)
the within certificate and all rights thereunder, and hereby irrevocably
constitutes and appoints ____________________, attorney, to transfer said
certificate on the books kept for registration thereof, with full power of
substitution in the premises.
Dated: __________, ____ _________________________________**
Signature Guaranteed:
---------------
** The signature to this assignment must correspond with the name
of the registered owner as it appears on the face of the within Note in every
particular, without alteration, enlargement or any change whatsoever.
Exhibit A-3-8
<PAGE> 71
EXHIBIT A-4
FORM OF CLASS D ASSET BACKED NOTE
THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF COVENANTS AND AGREES
THAT IT WILL NOT AT ANY TIME INSTITUTE AGAINST THE ISSUER OR THE TRANSFEROR, OR
JOIN IN INSTITUTING AGAINST THE ISSUER OR THE TRANSFEROR, ANY BANKRUPTCY,
REORGANIZATION, ARRANGEMENT, INSOLVENCY OR LIQUIDATION PROCEEDINGS, OR OTHER
PROCEEDINGS UNDER ANY UNITED STATES FEDERAL OR STATE BANKRUPTCY OR SIMILAR LAW.
THE HOLDER OF THIS CLASS D NOTE, BY ACCEPTANCE OF THIS NOTE, AND EACH
HOLDER OF A BENEFICIAL INTEREST THEREIN, AGREE TO TREAT THE CLASS D NOTES AS
INDEBTEDNESS FOR APPLICABLE FEDERAL, STATE, AND LOCAL INCOME AND FRANCHISE TAX
LAW AND FOR PURPOSES OF ANY OTHER TAX IMPOSED ON, OR MEASURED BY, INCOME.
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"). NEITHER THIS NOTE NOR ANY INTEREST HEREIN MAY BE
OFFERED OR SOLD EXCEPT IN COMPLIANCE WITH THE REGISTRATION PROVISIONS OF THE
SECURITIES ACT AND ANY APPLICABLE PROVISIONS OF ANY STATE BLUE SKY OR SECURITIES
LAWS OR PURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION OR
QUALIFICATION PROVISIONS. THE TRANSFER OF THIS NOTE IS SUBJECT TO CERTAIN
CONDITIONS SET FORTH IN THE INDENTURE SUPPLEMENT REFERRED TO HEREIN.
THIS NOTE MAY NOT BE ACQUIRED BY OR FOR THE ACCOUNT OF A BENEFIT PLAN
(AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS SET FORTH HEREIN
AND IN THE INDENTURE SUPPLEMENT.
Exhibit A-4-1
<PAGE> 72
INITIAL OUTSTANDING PRINCIPAL BALANCE REGISTERED $___________________*
No. D-__________ CUSIP NO. _____________
ADVANTA BUSINESS CARD MASTER TRUST SERIES 2000-C
CLASS D ASSET BACKED NOTE
Wilmington Trust Company, as Owner Trustee of Advanta Business Card
Master Trust (herein referred to as the "Issuer" or the "Trust"), a Delaware
common law trust governed by a Trust Agreement dated as of August 1, 2000, for
value received, hereby promises to pay to _________________, or registered
assigns, subject to the following provisions, the principal sum of
__________________ DOLLARS, or such greater or lesser amount as determined in
accordance with the Indenture, on the Series 2000-C Final Maturity Date (which
is the earlier to occur of (a) the Payment Date on which the Note Principal
Balance is paid in full and (b) the April 2008 Payment Date), except as
otherwise provided below or in the Indenture. The Issuer will pay interest on
the unpaid principal amount of this Note at the Class D Note Interest Rate on
each Payment Date until the principal amount of this Note is paid in full.
Interest on this Note will accrue for each Payment Date from and including the
most recent Payment Date on which interest has been paid to but excluding such
Payment Date or, for the initial Payment Date, from and including the Closing
Date to but excluding such Payment Date. Interest will be computed on the basis
of a 360-day year and the actual number of days elapsed. Principal of this Note
shall be paid in the manner specified on the reverse hereof.
The principal of and interest on this Note are payable in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts.
Reference is made to the further provisions of this Note set forth on
the reverse hereof, which shall have the same effect as though fully set forth
on the face of this Note.
Unless the certificate of authentication hereon has been executed by or
on behalf of the Indenture Trustee, by manual signature, this Note shall not be
entitled to any benefit under the Indenture or the Indenture Supplement referred
to on the reverse hereof, or be valid for any purpose.
THIS CLASS D NOTE IS SUBORDINATED TO THE EXTENT NECESSARY TO FUND
PAYMENTS ON THE CLASS A NOTES, THE CLASS B NOTES AND THE CLASS C NOTES TO THE
EXTENT SPECIFIED IN THE INDENTURE SUPPLEMENT.
-------------
* Denominations of $1,000 and integral multiples of $1,000 in
excess thereof.
Exhibit A-4-2
<PAGE> 73
IN WITNESS WHEREOF, the Issuer has caused this Class D Note to be duly
executed.
WILMINGTON TRUST COMPANY,
as Owner Trustee of
ADVANTA BUSINESS CARD MASTER TRUST
By:
________________________________
Name:
Title:
Dated: __________, ____
Exhibit A-4-3
<PAGE> 74
INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Class D Notes described in the within-mentioned
Indenture.
Bankers Trust Company,
not in its individual capacity,
but solely as Indenture Trustee
By:
-----------------------------------
Dated: _________,____ Authorized Signatory
Exhibit A-4-4
<PAGE> 75
ADVANTA BUSINESS CARD MASTER TRUST SERIES 2000-C
CLASS D ASSET BACKED NOTE
Summary of Terms and Conditions
This Class D Note is one of a duly authorized issue of Notes of the
Issuer, designated as Advanta Business Card Master Trust, Series 2000-C (the
"SERIES 2000-C NOTES"), issued under 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 Indenture
Supplement dated as of November 1, 2000 (the "INDENTURE SUPPLEMENT"), and
representing the right to receive certain payments from the Issuer. The term
"Indenture," unless the context otherwise requires, refers to the Master
Indenture as supplemented by the Indenture Supplement. The Notes are subject to
all of the terms of the Indenture. All terms used in this Note that are defined
in the Indenture shall have the meanings assigned to them in or pursuant to the
Indenture. In the event of any conflict or inconsistency between the Indenture
and this Note, the Indenture shall control.
The Class A Notes, the Class B Notes and the Class C Notes will also be
issued under the Indenture.
The Noteholder, by its acceptance of this Note, agrees that it will
look solely to the property of the Trust allocated to the payment of this Note
for payment hereunder and that the Indenture Trustee is not liable to the
Noteholders for any amount payable under the Note or the Indenture or, except as
expressly provided in the Indenture, subject to any liability under the
Indenture.
This Note does not purport to summarize the Indenture and reference is
made to the Indenture for the interests, rights and limitations of rights,
benefits, obligations and duties evidenced thereby, and the rights, duties and
immunities of the Indenture Trustee.
The Class D Note Initial Principal Balance is $14,000,000.
The Class D Note Principal Balance on any date of determination will be
an amount equal to (a) the Class D Note Initial Principal Balance, minus (b) the
aggregate amount of principal payments made to the Class D Noteholders on or
prior to such date.
The Expected Final Principal Payment Date is the October 2005 Payment
Date, but principal with respect to the Class D Notes may be paid earlier or
later under certain circumstances described in the Indenture. If for one or more
months during the Controlled Accumulation Period there are not sufficient funds
to deposit into the Principal Funding Account the Controlled Deposit Amount,
then to the extent that excess funds are not available on subsequent Payment
Dates with respect to the Controlled Accumulation Period to make up for such
shortfalls, the final payment of principal of the Notes will occur later than
the Expected Final Principal Payment Date. Payments of principal of the Notes
shall be payable in accordance with the provisions of the Indenture.
Subject to the terms and conditions of the Indenture, the Transferor
may, from time to time,
Exhibit A-4-5
<PAGE> 76
direct the Owner Trustee, on behalf of the Trust, to issue one or more new
Series of Notes.
On each Payment Date, the Paying Agent shall distribute to each Class D
Noteholder of record on the related Record Date (except for the final payment in
respect of this Class D Note) such Class D Noteholder's pro rata share of the
amounts held by the Paying Agent that are allocated and available on such
Payment Date to pay interest and principal on the Class D Notes pursuant to the
Indenture Supplement. Except as provided in the Indenture with respect to a
final payment, payments to Series 2000-C Noteholders shall be made by (i) check
mailed to each Series 2000-C Noteholder (at such Noteholder's address as it
appears in the Note Register), except that with respect to any Series 2000-C
Notes registered in the name of the nominee of a Clearing Agency, such payment
shall be made in immediately available funds and (ii) without presentation or
surrender of any Series 2000-C Note or the making of any notation thereon. Final
payment of this Class D Note will be made only upon presentation and surrender
of this Class D Note at the office or agency specified in the notice of final
payment delivered by the Indenture Trustee to the Series 2000-C Noteholders in
accordance with the Indenture.
On any day occurring on or after the date on which the outstanding
principal balance of the Series 2000-C Notes is reduced to 10% or less of the
initial outstanding principal balance of the Series 2000-C Notes, the Servicer
shall have the option to redeem the Series 2000-C Notes, at a purchase price
equal to (i) if such day is a Payment Date, the Reassignment Amount for such
Payment Date or (ii) if such day is not a Payment Date, the Reassignment Amount
for the Payment Date following such day.
THIS CLASS D NOTE DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST
IN, THE TRANSFEROR, ADVANTA BANK CORP., ADVANTA CORP., OR ANY AFFILIATE OF ANY
OF THEM AND IS NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY OR INSTRUMENTALITY.
Each Noteholder, by accepting a Note, hereby covenants and agrees that
it will not at any time institute against the Issuer or the Transferor, or join
in instituting against the Issuer or the Transferor, any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings, or other
proceedings under any United States federal or state bankruptcy or similar law.
Except as otherwise provided in the Indenture Supplement, the Class D
Notes are issuable only in minimum denominations of $1,000 and integral
multiples of $1,000. The transfer of this Class D Note shall be registered in
the Note Register upon surrender of this Class D Note for registration of
transfer at any office or agency maintained by the Transfer Agent and Registrar
accompanied by a written instrument of transfer, in a form satisfactory to the
Indenture Trustee or the Transfer Agent and Registrar, duly executed by the
Class D Noteholder or such Class D Noteholder's attorney, and duly authorized in
writing with such signature guaranteed, and thereupon one or more new Class D
Notes in any authorized denominations of like aggregate principal amount will be
issued to the designated transferee or transferees.
As provided in the Indenture and subject to certain limitations therein
set forth, Class D
Exhibit A-4-6
<PAGE> 77
Notes are exchangeable for new Class D Notes in any authorized denominations and
of like aggregate principal amount, upon surrender of such Notes to be exchanged
at the office or agency of the Transfer Agent and Registrar. No service charge
may be imposed for any such exchange but the Issuer or Transfer Agent and
Registrar may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection therewith.
Registration of transfer of Class D Notes shall be effected only if the
transferee has executed and delivered a certification in the form and substance
attached to the Indenture Supplement as Exhibit E-2 to the effect that either
(i) the transferee is not (A) an employee benefit plan (as defined in Section
3(3) of the Employee Retirement Income Security Act of 1974, as amended
("ERISA")) that is subject to the provisions of Title I of ERISA or (B) a plan
(as defined in Section 4975(e)(1) of the Code (the "Code")) that is subject to
Section 4975 of the Code (each of the foregoing, a "Benefit Plan"), and is not
acting on behalf of or investing the assets of a Benefit Plan, or (ii) that the
transferee's acquisition and continued holding of the Note will be covered by a
U.S. Department of Labor Prohibited Transaction Class Exemption or other
applicable statutory or regulatory exemption.
The Issuer, the Transferor, the Indenture Trustee and any agent of the
Issuer, the Transferor or the Indenture Trustee shall treat the person in whose
name this Class D Note is registered as the owner hereof for all purposes, and
neither the Issuer, the Transferor, the Indenture Trustee nor any agent of the
Issuer, the Transferor or the Indenture Trustee shall be affected by notice to
the contrary.
THIS CLASS D NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS.
Exhibit A-4-7
<PAGE> 78
ASSIGNMENT
Social Security or other identifying number of assignee ________________________
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto
[_____________________________________]
(name and address of assignee)
the within certificate and all rights thereunder, and hereby irrevocably
constitutes and appoints ____________________, attorney, to transfer said
certificate on the books kept for registration thereof, with full power of
substitution in the premises.
Dated: __________, ____ _________________________________**
Signature Guaranteed:
_______________
** The signature to this assignment must correspond with the name
of the registered owner as it appears on the face of the within Note in every
particular, without alteration, enlargement or any change whatsoever.
Exhibit A-4-8
<PAGE> 79
EXHIBIT B
FORM OF MONTHLY PAYMENT
INSTRUCTIONS AND NOTIFICATION
TO THE INDENTURE TRUSTEE
Exhibit B-1
<PAGE> 80
EXHIBIT C
FORM OF MONTHLY STATEMENT
Exhibit C-1
<PAGE> 81
EXHIBIT D
FORM OF MONTHLY SERVICER'S CERTIFICATE
Exhibit D-1
<PAGE> 82
EXHIBIT E-1
FORM OF INVESTMENT LETTER
[Date]
[Indenture Trustee]
[Transferor]
[Servicer]
Re: PURCHASE OF $____________ PRINCIPAL AMOUNT OF ADVANTA
BUSINESS CARD MASTER TRUST, CLASS D ASSET BACKED NOTES,
SERIES 2000-C
Dear Sirs:
In connection with our purchase of the above Class D Asset Backed Notes
(the "Notes") we confirm that:
1. we understand that the Notes have not and are not being
registered under the Securities Act of 1933, as amended (the "Securities Act"),
and are being sold to us in a transaction that is exempt from the registration
requirements of the Securities Act;
2. any information we desire concerning the Notes or any other
matter relevant to our decision to purchase the Notes is or has been made
available to us;
3. we have such knowledge and experience in financial and
business matters as to be capable of evaluating the merits and risks of an
investment in the Notes, and we (and any account for which we are purchasing
under paragraph (iv) below) are able to bear the economic risk of an investment
in the Notes; we (and any account for which we are purchasing under paragraph
(iv) below) are an "accredited investor" (as such term is defined in Rule
501(a)(1), (2) or (3) of Regulation D under the Securities Act); and we are not,
and none of such accounts is, a Benefit Plan;
4. we are acquiring the Notes for our own account or for accounts
as to which we exercise sole investment discretion and not with a view to any
distribution of the Notes, subject nevertheless to the understanding that the
disposition of our property shall at all times be and remain within our control;
5. we agree that the Notes must be held indefinitely by us unless
subsequently registered
Exhibit E-1-1
<PAGE> 83
under the Securities Act or an exemption is available from any registration
requirements of the Securities Act and any applicable state securities law;
6. we agree that in the event that at some future time we wish to
dispose of or exchange any of the Notes (such disposition or exchange not being
currently foreseen or contemplated), we will not transfer or exchange any of the
Notes unless:
(a)(i) the sale is to an Eligible Purchaser (as defined
below), (ii) a letter to substantially the same effect as paragraphs
(1), (2), (3), (4), (5) and (6) of this letter is executed promptly by
the purchaser and (iii) all offers or solicitations in connection with
the sale, whether directly or through any agent acting on our behalf,
are limited only to Eligible Purchasers and are not made by means of
any form of general solicitation or general advertising whatsoever; or
(B) the Notes are transferred pursuant to Rule 144 under the
Securities Act by us after we have held them for more than three years;
or
(C) the Notes are sold in any other transaction that does not
require registration under the Securities Act and, if the Transferor,
the Servicer, the Seller, the Indenture Trustee or the Transfer Agent
and Registrar so requests, we therefore have furnished to such party an
Opinion of Counsel satisfactory to such party, in form and substance
satisfactory to the Indenture Trustee, to such effect; or
(D) the Notes are transferred pursuant to an exception from
the registration requirements of the Securities Act under Rule 144A
under the Securities Act; and
7. we understand that the Notes will bear a legend to
substantially the following effect:
"THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"). NEITHER THIS NOTE NOR
ANY INTEREST HEREIN MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED EXCEPT IN COMPLIANCE WITH THE REGISTRATION
PROVISIONS OF THE SECURITIES ACT AND ANY APPLICABLE PROVISIONS
OF ANY STATE BLUE SKY OR SECURITIES LAWS OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM SUCH PROVISIONS. THE TRANSFER OF THIS
NOTE IS SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE
INDENTURE SUPPLEMENT REFERRED TO HEREIN."
"THIS NOTE MAY NOT BE ACQUIRED BY OR FOR THE ACCOUNT OF A
BENEFIT PLAN EXCEPT IN ACCORDANCE WITH THE RESTRICTIONS SET
FORTH HEREIN AND IN THE INDENTURE SUPPLEMENT."
Exhibit E-1-2
<PAGE> 84
Any portion of this legend may be removed or modified if the Transferor, the
Servicer, the Seller, the Indenture Trustee and the Transfer Agent and Registrar
have received an Opinion of Counsel, in form and substance satisfactory to them,
to the effect that such paragraph may be removed or modified.
"Eligible Purchaser" means either an Eligible Dealer or a
corporation, partnership or other entity which we have reasonable grounds to
believe and do believe can make representations with respect to itself to
substantially the same effect as the representations set forth herein. "Eligible
Dealer" means any corporation or other entity the principal business of which is
acting as a broker or dealer in securities. "Benefit Plan" means any employee
benefit plan, as defined in Section 3(3) of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), that is subject to the provisions of
Title I of ERISA, or a plan, as defined in Section 4975(e)(l) of the Code, or an
entity whose underlying assets include plan assets by reason of a plan's
investment in such entity. Capitalized terms used but not defined herein shall
have the meanings given to such terms in the Indenture Supplement (the
"Indenture Supplement"), dated as of November 1, 2000, between Bankers Trust
Company, as Indenture Trustee (the "Indenture Trustee"), and Advanta Business
Card Master Trust (the "Issuer") to the Master Indenture, dated as of August 1,
2000, between the Indenture Trustee and the Issuer.
Capitalized terms used but not defined herein shall have the meanings
set forth in the Indenture Supplement.
Very truly yours,
[NAME OF PURCHASER]
By:
-----------------------------------
(Authorized Officer)
Exhibit E-1-3
<PAGE> 85
EXHIBIT E-2
FORM OF INVESTMENT LETTER (ERISA)
Date
[Indenture Trustee]
Re: PURCHASE OF $____________ PRINCIPAL AMOUNT OF ADVANTA
BUSINESS CARD MASTER TRUST, CLASS D ASSET BACKED NOTES, SERIES
2000-C
Dear Sirs:
______________________________________ (the "Transferee") has purchased
in a private sale from ___________________________________ $_______________ of
Class D Asset Backed Notes (the "Note"), issued by Advanta Business Card Master
Trust (the "Issuer"), pursuant to an Indenture Supplement, dated as of November
1, 2000,between the Issuer and Bankers Trust Company, as Indenture Trustee (the
"Indenture Trustee"), to the Indenture, dated as of August 1, 2000, between the
Issuer and the Indenture Trustee. Capitalized terms used but not defined herein
shall have the meaning set forth in the Indenture Supplement. The undersigned
hereby certifies and agrees on behalf of Transferee either:
1. The transferee is not (a) an employee benefit plan (as defined
in Section 3(3) of the Employee Retirement Income Security Act of 1974, as
amended ("ERISA"), that is subject to the provisions of Title I of ERISA or (b)
a plan (as defined in Section 4975(e)(1) of the Internal Revenue Code of 1986,
as amended (the "Code")), that is subject to Section 4975 of the Code (each of
the foregoing, a "Benefit Plan"), and is not acting on behalf of or investing
the assets of a Benefit Plan; or
2. The Transferee's acquisition and continued holding of the Note
will be covered by a U.S. Department of Labor Prohibited Transaction Class
Exemption or other statutory or regulatory exemption.
Very truly yours,
[NAME OF TRANSFEREE]
By:____________________________________
Name:
Title:
Exhibit E-2-1
