<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 22, 1994
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Advanta Corp.
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(Exact name of registrant as specified in its charter)
Delaware 0-14120 23-1462070
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(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
Brandywine Corporate Center, 650 Naamas Road, Delaware 19703
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (302) 791-4400
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Form 8-K Advanta Corp.
December 22, 1994
Item 7. Financial Statements and Exhibits.
(c) Exhibits:
Exhibits 4.1 and 4.2 listed below and in the
accompanying Index to Exhibits relate specifically to
the registrant's Registration Statement on Form S-3
(No. 33-50883) and are filed herewith for incorporation
by reference in such Registration Statement.
<TABLE>
<CAPTION>
Exhibit Number Per
Item 601 of
Regulation S-K Description of Document
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<S> <C>
3.ii The registrant's By-Laws, as amended. (The
By-Laws were amended by the registrant's
Board of Directors on December 2, 1994. The
amendment deletes the statement that the
Chairman serves as an ex officio member of
all Board Committees.)
4.1 Form of Fixed Rate Note with respect to the
registrant's Medium-Term Notes
4.2 Form of Floating Rate Note with respect to the
registrant's Medium-Term Notes
</TABLE>
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Form 8-K Advanta Corp.
December 22, 1994
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.
Advanta Corp.
By: /s/ Gene S. Schneyer
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Gene S. Schneyer, Vice President and
General Counsel
December 22, 1994
<PAGE> 4
Form 8-K Advanta Corp.
December 22, 1994
<TABLE>
<CAPTION>
Index to Exhibits
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Exhibit Number Per
Item 601 of
Regulation S-K Description of Document
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<S> <C>
3.ii The registrant's By-Laws, as amended.
4.1 Form of Fixed Rate Note with respect to the
registrant's Medium-Term Notes
4.2 Form of Floating Rate Note with respect to the
registrant's Medium-Term Notes
</TABLE>
<PAGE> 1
EXHIBIT 3(ii)
BY-LAWS OF
ADVANTA CORP.
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ARTICLE I - OFFICES
Section 1-1. Registered Office and Registered Agent. The
Corporation shall maintain a registered office and registered
agent within the State of Delaware, which may be changed by the
Board of Directors from time to time.
Section 1-2. Other Offices. The Corporation may also have
offices at such other places, within or without the State of
Delaware, as the Board of Directors may from time to time
determine.
ARTICLE II - STOCKHOLDERS' MEETINGS
Section 2-1. Place of Stockholders' Meetings. Meetings of
stockholders may be held at such place, either within or without
the State of Delaware, as may be designated by the Board of
Directors from time to time. If no such place is designated by
the Board of Directors, meetings of the stockholders shall be
held at the registered office of the Corporation in the State of
Delaware.
Section 2-2. Annual Meeting. A meeting of the stockholders
of the Corporation shall be held in each calendar year on the
date specified by resolution of the Board of Directors, such
resolution to be within six months after the end of the previous
fiscal year of the Company.
At such annual meeting, there shall be held an election for
a Board of Directors to serve for the term provided in the
Corporation's Certificate of Incorporation and until their
respective successors are elected and qualified, or until their
earlier resignation or removal.
Unless the Board of Directors shall deem it advisable,
financial reports of the Corporation's business need not be sent
to the stockholders and need not be presented at the annual
meeting. If any report is deemed advisable by the Board of
Directors, such report may contain such information as the Board
of Directors shall determine and
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need not be certified by a Certified Public Accountant unless the
Board of Directors shall so direct.
Section 2-3. Special Meetings. Except as otherwise
specifically provided by law, special meetings of the
stockholders may be called at any time:
(a) By a majority of the Board of Directors; or
(b) By the Chairman of the Board of Directors, or if
no person is then serving as Chairman of the Board of Directors,
then by the President.
Upon the written request of any person entitled to call a
special meeting, which request shall set forth the purpose for
which the meeting is desired, it shall be the duty of the
Secretary to give prompt written notice of such meeting to be
held at such time as the Secretary may fix, subject to the
provisions of Section 2-4 hereof. If the Secretary shall fail to
fix such date and give notice within ten (10) days after receipt
of such request, the person or persons making such request may do
so.
Section 2-4. Notice of Meetings and Adjourned Meetings.
Written notice stating the place, date and hour of any meeting
shall be given not less than ten (10) nor more than sixty (60)
days before the date of the meeting to each stockholder entitled
to vote at such meeting. If mailed, notice is given when
deposited in the United States Mail, postage prepaid, directed to
the stockholder at his address as it appears on the records of
the Corporation. Such notice may be given in the name of the
Board of Directors, Chairman of the Board of Directors,
President, Vice President, Secretary or Assistant Secretary.
When a meeting is adjourned to another time or place, notice
need not be given of the adjourned meeting if the time and place
thereof are announced at the meeting at which the adjournment is
taken. If the adjournment is for more than thirty (30) days, of
if after the adjournment a new record date is fixed for the
adjourned meeting, a notice of the adjourned meeting shall be
given to each stockholder of record entitled to vote at the
meeting.
Section 2-5. Quorum. Unless the Certificate of
Incorporation provides otherwise, the presence, in person or by
proxy, of the holders of a majority of the outstanding shares
entitled to vote shall constitute a quorum but in no even shall a
quorum consist of less than one-third (1/3) of the shares
entitled to vote at a meeting. The stockholders present at a
duly organized meeting can continue to do business until
adjournment, notwithstanding the withdrawal of enough
stockholders to leave less than a quorum. If a meeting cannot be
organized because of the absence of a quorum, those present may,
except as otherwise provided by law, adjourn the meeting to such
time and place as they may determine. In the case of any meeting
for the election of Directors, those stockholders who attend the
second of such adjourned meetings, although less than a
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quorum as fixed in this Section, shall nevertheless constitute
a quorum for the purpose of electing Directors.
Section 2-6. Voting List; Proxies. The officer who has
charge of the stock ledger of the Corporation shall prepare and
make, at least ten (10) days before every meeting of
stockholders, a complete list of the stockholders entitled to
vote at the meeting, arranged in alphabetical order, and showing
the address of each stockholder and the number of shares
registered in the name of each stockholder. Such list shall be
open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a
period of at least ten (10) days prior to the meeting, either at
a place within the city where the meeting is to be held, which
place shall be specified in the notice of the meeting, or, if not
specified, at the place where the meeting is to be held. The
list shall also be produced and kept at the time and place of the
meeting during the whole time thereof, and may be inspected by
any stockholder who is present.
Upon the willful neglect or refusal of the Directors to
produce such a list at any meeting for the election of Directors,
they shall be ineligible to any office at such meeting.
Each stockholder entitled to vote at a meeting of
stockholders may authorize another person or persons to act for
him by proxy. All proxies shall be executed in writing and shall
be filed with the Secretary of the Corporation not later than the
day on which exercised. No proxy shall be voted or acted upon
after three (3) years from its date, unless the proxy provides
for a longer period.
Except as otherwise specifically provided by law, all
matters coming before the meting shall be determined by a vote by
shares. All elections of Directors shall be by written ballot
unless otherwise provided in the Certificate of Incorporation and
Stockholder shall not be entitled to cumulate their vote. Except
as otherwise specifically provided by law, all other votes may be
taken by voice unless a stockholder demands that it be taken by
ballot, in which latter event the vote shall be taken by written
ballot.
ARTICLE III - BOARD OF DIRECTORS
Section 3-1. Number. The business and affairs of the
Corporation shall be managed by or under the direction of a Board
of Directors consisting of not less than three nor more than
fifteen Directors, such Directors to be elected pursuant to the
provisions of the Company's Certificate of Incorporation.
No person (other than a person nominated by or on behalf of
the Board of Directors) shall be eligible for election as a
Director at any annual or special meeting of stockholders unless
a written request that his or her name be placed in nomination is
received from a stockholder of record by the Secretary of the
Company not less than 30
<PAGE> 4
days prior to the date fixed for the meeting, together with the
written consent of such person to serve as a Director.
Section 3-2. Place of Meeting. Meetings of the Board of
Directors may be held at such place either within or without the
State of Delaware, as a majority of the Directors may from time
to time designate or as may be designated in the notice calling
the meeting.
Section 3-3. Regular Meetings. A regular meeting of the
Board of Directors shall be held annually, immediately following
the annual meeting of stockholders, at the place where such
meeting of the stockholders is held or at such other place, date
and hour as a majority of the newly elected Directors may
designate. At such meeting the Board of Directors shall elect
officers of the Corporation. In addition to such regular
meeting, the Board of Directors shall have the power to fix, by
resolution, the place, date and hour of other regular meetings of
the Board.
Section 3-4. Special Meetings. Special meetings of the
Board of Directors shall be held whenever ordered by the Chairman
of the Board, by a majority of the members of the executive
committee, if any, or by a majority of the Directors in office.
Section 3-5. Notices of Meetings of Board of Directors.
(a) Regular Meetings. No notice shall be required to
be given of any regular meeting, unless the same be held at other
than the time or place for holding such meetings as fixed in
accordance with Section 3-3 of these By-Laws, in which even one
(1) day's notice shall be given of the time and place of such
meeting.
(b) Special Meetings. At least one (1) day's notice
shall be given of the time, place and purpose for which any
special meeting of the Board of Directors is to be held.
Section 3-6. Quorum. A majority of the total number of
Directors shall constitute a quorum for the transaction of
business, and the vote of a majority of the Directors present at
a meeting at which a quorum is present shall be the act of the
Board of Directors. If there is less than a quorum present, a
majority of those present may adjourn the meeting from time to
time and place to place and shall cause notice of each such
adjourned meeting to be given to all absent Directors.
Section 3-7. Informal Action by the Board of Directors.
Any action required or permitted to be taken at any meeting of
the Board of Directors, or of any committee thereof, may be taken
without a meeting if all members of the Board or committee, as
the case may be, consent thereto in writing, and the writing or
writings are filed with the minutes of proceedings of the Board
or committee.
<PAGE> 5
Section 3-8. Powers.
(a) General Powers. The Board of Directors shall have
all powers necessary or appropriate to the management of the
business and affairs of the Corporation, and, in addition to the
power and authority conferred by these By-Laws, may exercise all
powers of the Corporation and do all such lawful acts and things
as are not by statute, these By-Laws or the Certificate of
Incorporation directed or required to be exercised or done by the
stockholders.
Notwithstanding anything in these By-Laws to the
contrary, except to the extent prohibited by law, the Board of
Directors shall have the right (which, to the extent exercised,
shall be exclusive) to establish the rights, powers, duties,
rules and procedures that from time to time shall govern the
Board of Directors and each of its members, including without
limitation, the vote required for any action by the Board of
Directors, and that from time to time shall affect the Directors'
power to manage the business and affairs of the Company; and no
By-Law shall be adopted by stockholders which shall impair or
impede the implementation of the foregoing.
(b) Specific Powers. Without limiting the general
powers conferred by the last preceding clause and the powers
conferred by the Certificate of Incorporation and By-Laws of the
Corporation, it is hereby expressly declared that the Board of
Directors shall have the following powers:
(i) To confer upon any officer or officers of the
Corporation the power to choose, remove or suspend assistant
officers, agents or servants.
(ii) To appoint any person, firm or corporation
to accept and hold in trust for the Corporation any property
belonging to the Corporation or in which it is interested, and to
authorize any such person, firm or corporation to execute any
documents and perform any duties that may be requisite in
relation to any such trust.
(iii) To appoint a person or persons to vote
shares of another corporation held and owned by the Corporation.
(iv) By resolution adopted by a majority of the
full Board of Directors, to designate one (1) or more of its
number to constitute an executive committee which, to the extent
provided in such resolution, shall have and may exercise the
power of the Board of Directors in the management of the business
and affairs of the Corporation and may authorize the seal of the
Corporation to be affixed.
(v) By resolution passed by a majority of the
whole Board of Directors, to designate one (1) or more additional
committees, each to consist of one (1) or more Directors, to have
such duties, powers and authority as the Board of Directors
shall determine. All committees of the Board of Directors,
including the executive committee, shall have the authority to
adopt their own rules of procedure. Absent the
<PAGE> 6
adoption of specific procedures, the procedures applicable to the
Board of Directors shall also apply to committees thereof.
(vi) To fix the place, time and purpose of
meetings of stockholders.
(vii) To purchase or otherwise acquire for the
Corporation any property, rights or privileges which the
Corporation is authorized to acquire, at such prices, on such
terms and conditions and for such consideration as it shall from
time to time see fit, and, at its discretion, to pay any property
or rights acquired by the Corporation, either wholly or partly in
money or in stocks, bonds, debentures or other securities of the
Corporation.
(viii) To create, make and issue mortgages,
bonds, deeds of trust, trust agreements and negotiable or
transferable instruments and securities, secured by mortgage or
otherwise, and to do every other act and thing necessary to
effectuate the same.
(ix) To appoint and remove or suspend such
subordinate officers, agents or servants, permanently or
temporarily, as it may from time to time think fit, and to
determine their duties, and fix, and from time to time change,
their salaries or emoluments, and to require security in such
instances and in such amounts as it thinks fit.
(x) To determine who shall be authorized on the
Corporation's behalf to sign bills, notes, receipts, acceptances,
endorsements, checks, releases, contracts and documents.
Section 3-9. Compensation of Directors. Compensation of
Directors and reimbursement of their expenses incurred in
connection with the business of the Corporation, if any, shall be
as determined from time to time by resolution of the Board of
Directors.
Section 3-10. Removal of Directors by Stockholders. The
entire Board of Directors or any individual Director may be
removed from office for cause by a majority vote of the holders
of the outstanding shares entitled to vote.
Section 311. Resignations. Any Director may resign at any
time by submitting his written resignation to the Corporation.
Such resignation shall take effect at the time of its receipt by
the Corporation unless another time be fixed in the resignation,
in which case it shall become effective at the time so fixed.
The acceptance of a resignation shall not be required to make it
effective.
Section 3-12. Participation by Conference Telephone.
Directors may participate in regular or special meetings of the
Board by telephone or similar communications
<PAGE> 7
equipment by means of which all other persons at the meeting can
hear each other, and such participation shall constitute presence
at the meeting.
ARTICLE IV - OFFICERS
Section 4-1. Election and Office. The Corporation shall
have a President, a Secretary and a Treasurer who shall be
elected by the Board of Directors. The Board of Directors may
elect such additional officers as it may deem proper, including a
Chairman and a Vice Chairman of the Board of Directors, one (1)
or more Vice Presidents, and one (1) or more assistant or
honorary officers. Any number of offices may be held by the same
person.
Section 4-2. Term. The President, the Secretary and the
Treasurer shall each serve for a term of one (1) year and until
their respective successors are chosen and qualified, unless
removed from office by the Board of Directors during their
respective tenures. The term of office of any other officer
shall be as specified by the Board of Directors.
Section 4-3. Powers and Duties of the Chairman of the Board
of Directors. Unless otherwise determined by the Board of
Directors, the Chairman of the Board of Directors, if any, shall
serve as the chief executive officer of the Corporation. In
addition he shall preside at all meetings of Directors and
preside at all meetings of stockholders at which he is present.
The Chairman of the Board of Directors shall have the usual
duties of a chief executive officer. He shall have such other
powers and perform such further duties as may be assigned to him
by the Board of Directors.
Section 4-4. Powers and Duties of the President. Unless
otherwise determined by the Board of Directors, the President
shall have the usual duties of the chief operating officer with
general supervision over and direction of the affairs of the
Corporation including the power to delegate certain of his
responsibilities hereunder. In the exercise of these duties and
subject to the limitations of the laws of the State of Delaware,
these By-Laws, and the actions of the Board of Directors, he may
appoint, suspend and discharge employees and agents, shall
preside in the absence of the Chairman of the Board of Directors
or Directors at all meetings of the stockholders at which he
shall be present and, if specified by the Board of Directors,
shall be a member of all committees. He shall also do and
perform such other duties as from time to time may be assigned to
him by the Chairman of the Board of Directors or by the Board of
Directors. If the President is also holding the office of
Chairman of the Board of Directors, he may delegate any or all of
the duties of chief operating officer to a Vice President. The
President shall have the authority, at his sole discretion, to
appoint and remove assistant officers provided that any such
appointment or removal shall be in writing and shall be filed
with the minutes of meetings of the Board of Directors.
<PAGE> 8
Unless otherwise determined by the Board of Directors, the
President shall have full power and authority on behalf of the
Corporation to attend and to act and to vote at any meeting of
the stockholders of any corporation in which the Corporation may
hold stock, and, at any such meeting, shall possess and may
exercise any and all of the rights and powers incident to the
ownership of such stock and which, as the owner thereof, the
Corporation might have possessed and exercised.
Section 4-5. Powers and Duties of the Secretary. Unless
otherwise determined by the Board of Directors, the Secretary
shall record all proceedings of the meetings of the Corporation,
the Board of Directors and all committees, in books to be kept
for that purpose, and shall attend to the giving and serving of
all notices for the Corporation. He shall have charge of the
corporate seal, the certificate books, transfer books and stock
ledgers, and such other books and papers as the Board of
Directors may direct. He shall perform all other duties
ordinarily incident to the office of Secretary and shall have
such other powers and perform such other duties as may be
assigned to him by the Board of Directors.
Section 4-6. Powers and Duties of the Treasurer. Unless
otherwise determined by the Board of Directors, the Treasurer
shall have charge of all the funds and securities of the
Corporation which may come into his hands. When necessary or
proper, unless otherwise ordered by the Board of Directors, he
shall endorse for collection on behalf of the Corporation checks,
notes and other obligations, and shall deposit the same to the
credit of the Corporation in such banks or depositories as the
Board of Directors may designate and shall sign all receipts and
vouchers for payments made to the Corporation. He shall sign all
checks may by the Corporation, except when the Board of Directors
shall otherwise direct. He shall enter regularly, in books of
the Corporation to be kept by him for that purpose, a full and
accurate account of all moneys received and paid by him on
account of the Corporation. Whenever required by the Board of
Directors, he shall render a statement of the financial condition
of the Corporation. He shall at all reasonable times exhibit
his books and accounts to any Director of the Corporation, upon
application at the office of the Corporation during business
hours. He shall have such other powers and shall perform such
other duties as may be assigned to him from time to time by the
Board of Directors. He shall give such bond, if any, for the
faithful performance of his duties as shall be required by the
Board of Directors and any such bond shall remain in the custody
of the President.
Section 4-7. Powers and Duties of Vice President and
Assistant Officers. Unless otherwise determined by the Board of
Directors, each Vice President and each assistant officer shall
have the powers and perform the duties of his respective superior
officer. Vice Presidents and assistant officers shall have such
rank as shall be designated by the Board of Directors and each,
in order of rank, shall act for such superior officer in his
absence, or upon his disability or when so directed by such
superior officer or by the Board of Directors. Vice Presidents
may be designated as having responsibility for a specific aspect
of the Corporation's affairs, in which event each such Vice
President shall be superior to the other Vice Presidents in
relation to matters within his aspect. The
<PAGE> 9
President shall be the superior officer of the Vice Presidents.
The Treasurer and the Secretary shall be the superior officers of
the Assistant Treasurers and Assistant Secretaries, respectively.
Section 4-8. Delegation of Office. The Board of Directors
may delegate the powers or duties of any officer of the
Corporation to any other officer or to any Director from time to
time.
Section 4-9. Vacancies. The Board of Directors shall have
the power to fill any vacancies in any office occurring from
whatever reason.
Section 4-10. Resignations. Any officer may resign at any
time by submitting his written resignation to the Corporation.
Such resignation shall take effect at the time of its receipt by
the Corporation, unless another time be fixed in the resignation,
in which case it shall become effective at the time so fixed.
The acceptance of a resignation shall not be required to make it
effective.
ARTICLE V - CAPITAL STOCK
Section 5-1. Stock Certificates. Shares of the Corporation
shall be represented by certificates signed by or in the name of
the Corporation by (a) the Chairman or Vice Chairman of the Board
of Directors, or the President or a Vice President, and (b) the
Treasurer or an Assistant Treasurer, or the Secretary or an
Assistant Secretary, representing the number of shares registered
in certificate form. If such certificate is countersigned (i) by
a transfer agent other than the Corporation or its employee, or
(ii) by a registrar other than the Corporation or its employee,
the signatures of the officers of the Corporation may be
facsimiles. In case any officer who has signed or whose
facsimile signature has been placed upon a certificate shall have
ceased to be such officer before such certificate is issued, it
may be issued by the Corporation with the same effect as if he
were such officer at the date of issue.
Section 5-2. Determination of Stockholders of Record. The
Board of Directors may fix, in advance, a record date to
determine the stockholders entitled to notice of or to vote at
any meeting of stockholders or any adjournment thereof, or to
express consent to corporate action in writing without a meeting,
or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise
any rights in respect of any change, conversion or exchange of
stock or for the purpose of any other lawful action. Such date
shall be not more than sixty (60) nor less than ten (10) days
before the date of any such meeting, nor more than sixty (60)
days prior to any other action.
If no record date is fixed, the record date for determining
stockholders entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the
<PAGE> 10
day next preceding the day on which notice is given or, if notice
is waived, at the close of business on the day next preceding the
day on which the meeting is held.
If no record date is fixed, the record date for determining
stockholders for any other purpose shall be at the close of
business on the day on which the Board of Directors adopts the
resolution relating thereto.
A determination of stockholders of record entitled to notice
of or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting; provided, however, that the Board of
Directors may fix a new record date for the adjourned meeting.
Section 5-3. Transfer of Shares. Transfer of shares shall
be made on the books of the Corporation only upon surrender of
the share certificate, duly endorsed and otherwise in proper form
for transfer, which certificate shall be canceled at the time of
the transfer. No transfer of shares shall be made on the books
of this Corporation if such transfer is in violation of a
lawful restriction noted conspicuously on the certificate.
Section 5-4. Lost, Stolen or Destroyed Share Certificates.
The Corporation may issue a new certificate of stock or
uncertificated shares in place of any certificate theretofore
issued by it, alleged to have been lost, stolen or destroyed, and
the Corporation may require the owner of lost, stolen, or
destroyed certificate, or his legal representative to give the
Corporation a bond sufficient to indemnify it against claim that
may be made against it on account of the alleged loss, theft or
destruction of any such certificate or the issuance of such new
certificate or uncertificated shares.
ARTICLE VI - NOTICES
Section 6-1. Contents of Notice. Whenever any notice of a
meeting is required to be given pursuant to these By-Laws or the
Certificate of Incorporation or otherwise, the notice shall
specify the place, day and hour of the meeting and, in the case
of a special meeting or where otherwise required by law, the
general nature of the business to be transacted at such meeting.
Section 6-2. Method of Notice. All notices shall be given
to each person entitled thereto, either personally or by sending
a copy thereof through the mail or by telegraph, charges
prepaid, to his address as it appears on the records of the
Corporation, or supplied by him to the Corporation for the
purpose of notice. If notice is sent by mail or telegraph, it
shall be deemed to have been given to the person entitled thereto
when deposited in the United States Mail or with the Telegraph
office for transmission. If no address for a stockholder appears
on the books of the Corporation and such stockholder has not
supplied the Corporation with an address for the purpose of
notice, notice deposited in the United States Mail addressed to
such stockholder care of General
<PAGE> 11
Delivery in the city in which the principal office of the
Corporation is located shall be sufficient.
Section 6-3. Waiver of Notice. Whenever notice is required
to be given under any provision of law or of the Certificate of
Incorporation or By-Laws of the Corporation, a written waiver,
signed by the person entitled to notice, whether before or after
the time stated therein, shall be deemed equivalent to notice.
Attendance of a person at a meeting shall constitute a waiver of
notice of such meeting, except when the person attends a meeting
for the express purpose of objecting, at the beginning of the
meeting, to the transaction of any business because the meeting
is not lawfully called or convened. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting
of the stockholders, directors, or members of a committee of
Directors need be specified in any written waiver of notice
unless so required in any written waiver of notice unless so
required by the Certificate of Incorporation or applicable law.
ARTICLE VII - INDEMNIFICATION OF DIRECTORS AND
OFFICERS AND OTHER PERSONS
Section 7-1. Indemnification. The Corporation shall
indemnify any Director, officer, employee or agent of the
Corporation against expenses (including legal fees), judgments,
fines, ERISA excise taxes or penalties and amounts paid in
settlement, actually and reasonably incurred by him, to the
fullest extent now or, if greater, hereafter permitted by law in
connection with any threatened, pending or completed action, suit
or proceeding, whether civil, criminal, administrative or
investigative, brought or threatened to be brought against him by
reason of the fact that he is or was a Director, officer,
employee or agent of the Corporation or is or was serving at the
request of the Corporation as a director, officer, employee or
agent of another corporation or of a partnership, joint venture,
trust or other enterprise, including service with respect to
employee benefit plans (hereinafter an "indemnitee").
The Board of Directors, by resolution adopted in each
specific instance, may similarly indemnify any person other than
a Director, officer, employee or agent of the Corporation for
liabilities incurred by him in connection with services rendered
by him for or at the request of the Corporation, its parent or
any of its subsidiaries.
The provisions of this Section shall be applicable to all
actions, suits or proceedings commenced after its adoptions,
whether such arise out of acts or omissions which occurred prior
to subsequent to such adoption and shall continue as to a person
who has ceased to be a Director, officer, employee or agent or to
render services for or at the request of the Corporation or, as
the case may be, its parent or subsidiaries, and shall inure to
the benefit of the heirs, executors and administrators of such a
person. The rights to indemnification provided for herein shall
not be deemed exclusive of any other rights to which any
Director, officer, employee or agent of the Corporation may be
entitled under these By-Laws, agreement, vote of stockholders or
disinterested Directors or
<PAGE> 12
otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office, and shall
continue as to a person who has ceased to be a Director, officer,
employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.
Section 7-2. Advances. Expenses incurred by any officer
or Director of the Corporation or any of its wholly-owned
subsidiaries in defending a civil or criminal action, suit or
proceeding may be paid by the Corporation in advance of the final
disposition of such action, suit or proceeding as authorized by
the Board of Directors upon receipt of an undertaking, by or on
behalf of such Director or officer, to repay such amount if it
shall ultimately be determined (by final judicial decision from
which there is no further right to appeal) that he is not
entitled to be indemnified by the Corporation. Such expenses
incurred by other employees and agents may be paid upon such
terms and conditions, if any, as the Board of Directors deems
appropriate.
Section 7-3. Insurance. The Corporation may purchase and
maintain insurance on behalf of any person who is or was a
Director, officer, employee or agent of the Corporation, or is or
was serving at the request of the Corporation as a Director,
officer, employee or agent of another corporation partnership,
joint venture, trust or other enterprise against any liability
asserted against him and incurred by him in any such capacity, or
arising out of his status as such, whether or not the Corporation
would have the power to indemnify hi against such liability under
law.
Section 7-4. Right of Indemnitee to Bring Suit. If a claim
under Section 7-1 or Section 7-2 is not paid in full by the
Corporation within sixty days after a written claim has been
received by the Corporation, except in the case of a claim for an
advancement of expenses, in which case the applicable period
shall be twenty days, the indemnitee may at any time thereafter
bring suit against the Corporation to recover the unpaid amount
of the claim. If successful in whole or in part in any such suit
or in a suit brought by the Corporation to recover an advancement
of expenses pursuant to the terms of an undertaking, the
indemnitee shall be entitled to be paid also the expense of
prosecuting or defending such suit. In (i) any suit brought by
the indemnitee to enforce a right to indemnification hereunder
(but not in a suit brought by the indemnitee to enforce a right
to an advancement of expenses) it shall be a defense that, and
(ii) any suit by the Corporation to recover an advancement of
expenses pursuant to the terms of an undertaking the Corporation
shall be entitled to recover such expenses upon a final
adjudication that, the indemnitee has not met the applicable
standard of conduct set forth in the Delaware General Corporation
Law. Neither the failure of the Corporation (including its Board
of Directors, independent legal counsel, or its stockholders) to
have made a determination prior to the commencement of such suit
that indemnification of the indemnitee is proper in the
circumstances because the indemnitee has met the applicable
standard of conduct set forth in the Delaware General Corporation
Law, nor an actual determination by the Corporation (including
its Board of Directors, independent legal counsel, or its
stockholders) that the indemnitee has not met such applicable
<PAGE> 13
standard of conduct, shall create a presumption that the
indemnitee has not met the applicable standard of conduct or, in
the case of such a suit brought by the indemnitee, be a defense
to such suit. In any suit brought by the indemnitee to enforce a
right hereunder, or by the Corporation to recover an advancement
of expenses pursuant to the terms of an undertaking, the burden
of proving that the indemnitee is not entitled to be indemnified
or to such advancement of expenses under this Article or
otherwise shall be on the Corporation.
ARTICLE VIII - SEAL
The form of the seal of the Corporation, called the
corporate seal of the Corporation, shall be as impressed adjacent
hereto.
ARTICLE IX - FISCAL YEAR
The Board of Directors shall have the power by resolution to
fix the fiscal year of the Corporation. If the Board of
Directors shall fail to do so, the President shall fix the fiscal
year.
ARTICLE X - AMENDMENTS
The original or other By-Laws may be adopted, amended or
repealed by the stockholders entitled to vote thereon at any
regular or special meeting or, if the Certificate of
Incorporation so provides, by the Board of Directors. The fact
that such power has been so conferred upon the Board of Directors
shall not divest the stockholders of the power nor limit their
power to adopt, amend or repeal By-Laws.
ARTICLE XI - INTERPRETATION OF BY-LAWS
All words, terms and provisions of these By-Laws shall be
interpreted and defined by and in accordance with the General
Corporation Law of the State of Delaware, as amended, and as
amended from time to time hereafter.
<PAGE> 1
Exhibit 4.1
[FORM OF FIXED RATE GLOBAL MEDIUM-TERM NOTE]
If the registered owner of this Note (as indicated below) is
The Depository Trust Company (the "Depositary") or a nominee of
the Depositary, this Note is a Global Security and the following
legends apply:
Unless this certificate 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 certificate 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.
THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY
THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY THE
DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A
NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
IF APPLICABLE, THE "TOTAL AMOUNT OF OID," "YIELD TO MATURITY" AND
"INITIAL ACCRUAL PERIOD OID" (COMPUTED UNDER THE APPROXIMATE
METHOD) BELOW WILL BE COMPLETED SOLELY FOR THE PURPOSES OF
APPLYING THE FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID")
RULES.
REGISTERED PRINCIPAL AMOUNT
No. FX CUSIP No. $
--------------- ---------------
ADVANTA CORP.
MEDIUM-TERM NOTE, SERIES ___
(Fixed Rate)
ORIGINAL ISSUE DATE: INTEREST RATE: STATED MATURITY DATE:
INTEREST PAYMENT DATES
(IF OTHER THAN JUNE 15
AND DECEMBER 15):
<PAGE> 2
INITIAL REDEMPTION INITIAL REDEMPTION ANNUAL REDEMPTION
DATE: PERCENTAGE: PERCENTAGE
REDUCTION:
OPTIONAL REPAYMENT DATE(S):
DAY COUNT CONVENTION
/ / 30/360 FOR THE PERIOD FROM TO
/ / ACTUAL/360 FOR THE PERIOD FROM TO
/ / ACTUAL/ACTUAL FOR THE PERIOD FROM TO
ADDENDUM ATTACHED: ORIGINAL ISSUE DISCOUNT:
/ / Yes / / Yes
/ / No / / No
Total Amount of OID:
Yield to Maturity:
Initial Accrual Period:
OTHER PROVISIONS:
2
<PAGE> 3
Advanta Corp., a Delaware corporation ("Issuer" or the
"Company," which terms include any successor corporation under
the Indenture hereinafter referred to), for value received,
hereby promises to pay to , or registered
assigns, the principal sum of
DOLLARS on the Stated Maturity Date specified above (except to
the extent redeemed or repaid prior to the Stated Maturity Date),
and to pay interest thereon at the Interest Rate per annum
specified above, until the principal hereof is paid or duly made
available for payment. Reference herein to "this Note",
"hereof", "herein" and comparable terms shall include an Addendum
hereto if an Addendum is specified above.
The Company will pay interest on each Interest Payment Date
specified above, commencing on the first Interest Payment Date
next succeeding the Original Issue Date specified above, and on
the Stated Maturity Date or any Redemption Date or Optional
Repayment Date (as defined below) (the date of each such Stated
Maturity Date, Redemption Date and Optional Repayment Date and
the date on which principal or an installment of principal is due
and payable by declaration of acceleration pursuant to the
Indenture, being referred to hereinafter as a "Maturity" with
respect to principal payable on such date); provided, however,
that if the Original Issue Date falls between a Regular Record
Date (as defined below) and the next succeeding Interest Payment
Date, interest payments will commence on the Interest Payment
Date immediately following the next succeeding Regular Record
Date to the registered Holder on such next succeeding Regular
Record Date. Except as provided above, interest payments will be
made on the Interest Payment Dates shown above. Unless otherwise
specified above, the "Regular Record Date" with respect to any
Interest Payment Date shall be the date 15 calendar days (whether
or not a Business Day) immediately preceding such Interest
Payment Date. Interest on this Note will accrue from and
including the most recent Interest Payment Date to which interest
has been paid or duly provided for or, if no interest has been
paid or duly provided for, from and including the Original Issue
Date specified above, to but excluding such Interest Payment Date
or Maturity, as the case may be. If the Maturity or an Interest
Payment Date for this Note falls on a day which is not a Business
Day, the related payment of principal, premium, if any, or
interest will be made on the next succeeding Business Day with
the same force and effect as if made on such Maturity or Interest
Payment Date, as the case may be, and no interest shall accrue on
the amount so payable for the period from and after such Maturity
or Interest Payment Date, as the case may be. The interest so
payable and punctually paid or duly provided for on any Interest
Payment Date will, as provided in the Indenture, be paid to the
Person in whose name this Note (or one or more Predecessor
Securities) is registered at the close of business on the Regular
Record Date for such Interest Payment Date. Any such interest
which is payable, but not punctually paid or duly provided for on
any Interest Payment Date (herein called "Defaulted Interest"),
shall forthwith cease to be payable to the registered Holder on
such Regular Record Date, and may either be paid to the Person in
whose name this Note (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to the Holder of this Note
not less than 10 days prior to such Special Record Date, or may
be paid at any time in any other lawful manner, all as more fully
provided in the Indenture. Interest payable at Maturity will be
payable to the Person to whom the principal hereof shall be
payable.
3
<PAGE> 4
Notwithstanding anything else contained herein, if this Note
is a Global Security as specified on the face hereof and is held
in book-entry form through the facilities of the Depositary,
payments on this Note will be made to the Depositary or its
nominee in accordance with the arrangements then in effect
between the Trustee and the Depositary.
Payment of the principal of, premium, if any, and interest
on this Note at Maturity will be made in immediately available
funds upon presentation of this Note at the Office or Agency of
the Company maintained by the Company for such purpose, 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. Payment of interest on this Note (other than at Maturity)
will be made at the Office or Agency of the Company maintained by
the Company for such purpose or, at the option of the Company,
may be made by check mailed to the address of the Person entitled
thereto as such address shall appear in the Security Register at
the close of business on the Regular Record Date immediately
preceding the applicable Interest Payment Date. Notwithstanding
the foregoing, a Holder of $10,000,000 or more in aggregate
principal amount of the Notes (whether having identical or
different terms and provisions) will be entitled to receive
interest payments by wire transfer of immediately available funds
if appropriate wire transfer instructions have been received in
writing by the Trustee at least 16 days prior to the applicable
Interest Payment Date. Such wire instructions, upon receipt by
the Trustee, shall remain in effect until revoked by such Holder.
Unless the certificate of authentication hereon has been
executed by or on behalf of The Chase Manhattan Bank (National
Association), the Trustee for this Note under the Indenture, or
its successor thereunder, by the manual signature of one of its
authorized officers, this Note shall not be entitled to any
benefit under the Indenture or be valid or obligatory for any
purpose.
This Note is one of a duly authorized series of Securities
(hereinafter called the "Securities") of the Company, which
series of the Securities is limited to an aggregate principal
amount of not more than $___________ (or the equivalent thereof,
determined as of the respective dates of issuance, in any other
currency or currencies) (the issue price of any original issue
discount Notes being treated as the principal amount thereof),
designated as its Medium-Term Notes, Series __ (the "Notes");
provided, however, that the foregoing limit may be increased by
the Company. The Notes are issued and to be issued under an
Indenture dated as of November 15, 1993 (herein called the
"Indenture") between the Company and The Chase Manhattan Bank
(National Association) to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of
the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Trustee (as defined
below) and the Holders of the Notes and the terms upon which the
Notes are to be authenticated and delivered. The Chase Manhattan
Bank (National Association) shall act as Trustee with respect to
the Notes (herein called the "Trustee", which term includes any
successor Trustee with respect to the Notes, under the
Indenture). The terms of individual Notes may vary with respect
to interest rates or interest rate formulas, issue dates,
maturity, redemption, repayment, currency of payment and
otherwise.
4
<PAGE> 5
The Notes are issuable only in registered form without
coupons in denominations of $100,000 and integral multiples of
$1,000 in excess thereof. As provided in the Indenture and
subject to certain limitations therein set forth, the Notes are
exchangeable for a like aggregate principal amount of Notes
denominated as authorized, as requested by the Holder
surrendering the same.
Except as otherwise provided in the Indenture and as set
forth below, the Notes will be issued in global form only,
registered in the name of the Depositary or its nominee and
ownership of the Notes shall be maintained in book-entry form by
the Depositary for the accounts of participating organizations of
the Depositary. If this Note is a Global Security, this Note is
exchangeable only if (a) the Depositary notifies the Company that
it is unwilling or unable to continue as Depositary for this
Global Security and a successor depositary is not appointed by
the Company within 60 days or if at any time the Depositary
ceases to be a clearing agency registered under the Securities
Exchange Act of 1934, as amended, (b) the Company in its sole
discretion determines that this Global Security shall be
exchangeable for definitive Securities of this series in
registered from or (c) an Event of Default with respect to the
Notes represented hereby has occurred and is continuing.
This Note is not subject to any sinking fund and, unless
otherwise provided above in accordance with the provisions of the
following paragraphs, is not redeemable or repayable prior to the
Stated Maturity Date.
If so provided above, this Note may be redeemed by the
Company on any date on and after the Initial Redemption Date, if
any, specified above. If no Initial Redemption Date is set forth
above, this Note may not be redeemed prior to the Stated Maturity
Date. On and after the Initial Redemption Date, if any, this
Note may be redeemed at any time in whole or from time to time in
part in increments of $1,000 (provided that any remaining
principal hereof shall be at least $100,000) at the option of the
Company at the applicable Redemption Price (as defined below),
together with accrued interest, if any, hereon at the applicable
rate payable to the date of redemption (each such date, a
"Redemption Date"), on written notice given not more than 60 nor
less than 30 days prior to the Redemption Date. In the event of
redemption of this Note in part only, a new Note for the
unredeemed portion hereof shall be issued in the name of the
Holder hereof upon the surrender hereof.
Unless otherwise specified above, the "Redemption Price"
shall initially be the Initial Redemption Percentage, specified
above, of the principal amount of this Note to be redeemed and,
if greater than 100%, shall decline at each anniversary of the
Initial Redemption Date, shown above, by the Annual Redemption
Percentage Reduction, if any, specified above, of the principal
amount to be redeemed until the Redemption Price is 100% of such
principal amount.
This Note may be subject to repayment at the option of the
Holder on the Optional Repayment Date(s), if any, indicated
above. If no Optional Repayment Date(s) are set forth above,
this Note is not subject to repayment at the option of the Holder
hereof prior to the Stated
5
<PAGE> 6
Maturity Date. On any Optional Repayment Date, this Note shall
be repayable in whole or in part in increments of $1,000
(provided that any remaining principal hereof shall be at least
$100,000) at the option of the Holder hereof at a repayment price
equal to 100% of the principal amount to be repaid, together with
accrued interest, if any, hereon at the applicable rate payable
to the relevant Optional Repayment Date. For this Note to be
repaid in whole or in part at the option of the Holder hereof,
this Note must be received, with the form entitled "Option to
Elect Repayment" below duly completed, by the Trustee at its
Corporate Trust Office, or such address which the Company shall
from time to time notify the Holders of the Notes, not more than
60 nor less than 30 days prior to the relevant Optional Repayment
Date. Exercise of such repayment option by the Holder hereof
shall be irrevocable. In the event of repayment of this Note in
part only, a new Note for the unrepaid portion hereof shall be
issued in the name of the Holder hereof upon the surrender
hereof.
Interest payments on this Note shall include interest
accrued from and including the Original Issue Date indicated
above, or the most recent date to which interest has been paid or
duly provided for, to but excluding the related Interest Payment
Date or Maturity, as the case may be. Interest payments for this
Note shall be computed and paid on the basis of a 360-day year of
twelve 30-day months if the Day Count Convention specified above
is "30/360" for the period specified thereunder, on the basis of
the actual number of days in the related month and a 360-day year
if the Day Count Convention specified above is "Actual/360" for
the period specified thereunder or on the basis of the actual
number of days in the related year and month if the Day Count
Convention specified above is "Actual/Actual" for the period
specified thereunder.
As used herein, "Business Day" means, unless otherwise
specified above, any day that in The City of New York is not a
day on which banking institutions are authorized or required by
law or regulation to close.
Any provision contained herein with respect to the
calculation of the rate of interest applicable to this Note, its
Interest Payment Dates or any other matter relating hereto may be
modified as specified in an Addendum relating hereto if so
specified above.
The Indenture contains provisions for defeasance at any time
of the entire indebtedness of this Note upon compliance with
certain conditions set forth in the Indenture.
If an Event of Default with respect to the Notes shall occur
and be continuing, the principal of all the Notes may be declared
due and payable in the manner and with the effect provided in the
Indenture.
The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the
rights and obligations of the Company and the rights of the
Holders of the Securities of each series to be affected thereby
at any time by the Company and the Trustee with the consent of
the Holders of 66 2/3% in aggregate principal amount of the
Outstanding Securities of each series affected thereby. The
Indenture also contains provisions
6
<PAGE> 7
permitting the Holders of specified percentages in aggregate
principal amount of the Securities of each series at the time
Outstanding, on behalf of the Holders of all the Securities of
such series, to waive compliance by the Company with certain
provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by
the Holder of this Note shall be conclusive and binding upon such
Holder and upon all future Holders of this Note and of any Note
issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof whether or not notation of such consent
or waiver is made upon this Note.
As provided in and subject to the provisions of the
Indenture, the Holder of this Note shall not have the right to
institute any proceeding with respect to the Indenture or for the
appointment of a receiver or trustee or for any other remedy
thereunder, unless: (i) such Holder shall have previously given
the Trustee written notice of a continuing Event of Default with
respect to the Notes; (ii) the Holders of not less than 25% in
principal amount of the Notes at the time Outstanding shall have
made written request to the Trustee to institute proceedings in
respect of such Event of Default as Trustee and offered the
Trustee reasonable indemnity; (iii) the Trustee shall not have
received from the Holders of a majority in principal amount of
the Notes at the time Outstanding a direction inconsistent with
such request; and (iv) the Trustee shall have failed to institute
any such proceeding, for 60 days after receipt of such notice,
request and offer of indemnity. The foregoing shall not apply to
any suit instituted by the Holder of this Note for the
enforcement of any payment of principal hereof or any premium or
interest hereon on or after the respective due dates expressed
herein.
No reference herein to the Indenture and no provision of
this Note or of the Indenture shall alter or impair the
obligation of the Company, which is absolute and unconditional,
to pay the principal of and any premium and interest on this Note
at the time, place and rate, and in the coin or currency, herein
prescribed.
As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Note may be
registered on the Security Register of the Company, upon
surrender of this Note for registration of transfer at the office
or agency of the Company in The City of New York, duly endorsed
by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly
executed by, the Holder hereof or by its attorney duly authorized
in writing, and thereupon one or more new Notes of authorized
denominations and for the same aggregate principal amount, will
be issued to the designated transferee or transferees.
No service charge shall be made for any registration of
transfer or exchange, but the Company may require payment of a
sum sufficient to cover any tax or other governmental charge
payable in connection therewith.
Prior to due presentment of this Note for registration of
transfer, the Company, the Trustee and any agent of the Company
or the Trustee may treat the Person in whose name this
7
<PAGE> 8
Note is registered as the owner hereof for all purposes, whether
or not this Note be overdue, and neither the Company, the Trustee
nor any such agent shall be affected by notice to the contrary.
No recourse for the payment of the principal of or interest
on this Note, or for any claim based hereon or otherwise in
respect hereof, and no recourse under or upon any obligation,
covenant or agreement of the Company in the Indenture or any
indenture supplemental thereto, or in any Note, or because of the
creation of any indebtedness represented thereby, shall be had
against any incorporator, shareholder, officer or director, as
such, past, present or future, of the Company or of any successor
corporation, either directly or through the Company or any
successor corporation, whether by virtue of any constitution,
statute or rule of law or by the enforcement of any assessment or
penalty or otherwise, all such liability being, by the acceptance
hereof and as part of the consideration for the issue hereof,
expressly waived and released.
The Indenture and the Notes shall be governed by and
construed in accordance with the laws of the State of New York.
All terms used in this Note which are defined in the
Indenture shall have the meanings assigned to them in the
Indenture.
8
<PAGE> 9
IN WITNESS WHEREOF, the Company has caused this instrument
to be duly executed, manually or in facsimile, and an imprint or
facsimile of its corporate seal to be imprinted hereon.
[SEAL] Advanta Corp.
By:
--------------------------
Name: Jeffrey D. Beck
Title: Vice President and
Treasurer
Attest:
By:
--------------------------
Name: Gene S. Schneyer
Title: Secretary
CERTIFICATE OF AUTHENTICATION
This is one of the Notes of
the series designated herein
referred to in the within-mentioned
Indenture.
THE CHASE MANHATTAN BANK
(National Association),
as Trustee
By: Dated:
------------------- --------------
Authorized Officer
9
<PAGE> 10
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) and
instruct(s) the Company to repay this Note (or portion hereof
specified below) pursuant to its terms at a price equal to the
principal amount hereof together with interest to the repayment
date, to the undersigned, at _____________________________________
__________________________________________________________________
(Please print or typewrite name and address of the undersigned)
For this Note to be repaid, the Trustee must receive at its
Corporate Trust Office, or at such other place or places of which
the Company shall from time to time notify the Holder of this
Note, not more than 60 nor less than 30 days prior to an Optional
Repayment Date, if any, shown above, this Note with this "Option
to Elect Repayment" form duly completed.
If less than the entire principal amount of this Note is to
be repaid, specify the portion hereof (which shall be increments
of $1,000 provided that any remaining principal hereof shall be
at least $100,000) which the Holder elects to have repaid and
specify the denomination or denominations (which shall be at
least $100,000 or an integral multiple of $1,000 in excess
thereof) of the Notes to be issued to the Holder for the portion
of this Note not being repaid (in the absence of any such
specification, one such Note will be issued for the portion not
being repaid).
$
------------------ --------------------------
NOTICE: The signature on this
Date Option to Elect Repayment must
-------------- correspond with the name as
written upon the face of this
Note in every particular,
without alteration or
enlargement or any change
whatever.
10
<PAGE> 11
ASSIGNMENT/TRANSFER FORM
FOR VALUE RECEIVED the undersigned registered Holder hereby
sell(s), assign(s) and transfer(s) unto
(insert Taxpayer Identification No.) _____________________________
__________________________________________________________________
(Please print or typewrite name and address including postal zip
code of assignee)
__________________________________________________________________
the within Note and all rights thereunder, hereby irrevocably
constituting and appointing ______________________________________
_____________ attorney to transfer said Note on the books of the
Company with full power of substitution in the premises.
Dated:
---------------- -----------------------------------
NOTICE: The signature of the registered Holder to this
assignment must correspond with the name as written upon the
face of the within instrument in every particular, without
alteration or enlargement or any change whatsoever.
11
<PAGE> 12
ABBREVIATIONS
The following abbreviations, when used in the inscription on
the face of this instrument, shall be construed as though they
were written out in full according to applicable laws or
regulations.
TEN COM--as tenants in common
UNIF GIFT MIN ACT--..............Custodian...........
(Cust) (Minor)
Under Uniform Gifts to Minors Act
....................................
(State)
TEN ENT--as tenants by the entireties
JT TEN--as joint tenants with right of survivorship
and not as tenants in common
Additional abbreviations may also be used though not in the
above list.
12
<PAGE> 1
Exhibit 4.2
[Form of Floating Rate Global Medium-Term Note]
If the registered owner of this Note (as indicated below) is
The Depository Trust Company (the "Depositary") or a nominee of
the Depositary, this Security is a Global Note and the following
legends apply:
Unless this certificate 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 certificate 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.
THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY
THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY THE
DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A
NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
IF APPLICABLE, THE "TOTAL AMOUNT OF OID", "YIELD TO MATURITY" and
"INITIAL ACCRUAL PERIOD OID" (COMPUTED UNDER THE APPROXIMATE
METHOD) BELOW WILL BE COMPLETED SOLELY FOR THE PURPOSES OF
APPLYING THE FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID")
RULES.
REGISTERED CUSIP No. ______________ PRINCIPAL AMOUNT
No. FLR _____ $ ___________
Advanta Corp.
MEDIUM-TERM NOTE, SERIES __
(Floating Rate)
INTEREST RATE BASIS ORIGINAL ISSUE DATE: STATED MATURITY
OR BASES: DATE:
IF LIBOR: IF CMT RATE:
/ / LIBOR Reuters Designated CMT Telerate Page:
/ / LIBOR Telerate Designated CMT Maturity Index:
INDEX CURRENCY:
<PAGE> 2
INDEX MATURITY: INITIAL INTEREST RATE: INTEREST PAYMENT PERIOD:
SPREAD (PLUS OR INITIAL INTEREST RESET DATE: INTEREST PAYMENT DATE:
MINUS):
SPREAD MULTIPLIER: INTEREST RATE RESET PERIOD: INTEREST RESET DATES:
MAXIMUM INTEREST MINIMUM INTEREST RATE: INITIAL REDEMPTION DATE:
RATE:
INITIAL REDEMPTION ANNUAL REDEMPTION OPTIONAL REPAYMENT
PERCENTAGE: PERCENTAGE REDUCTION: DATE(S):
CALCULATION AGENT:
INTEREST CALCULATION: DAY COUNT CONVENTION
/ / Regular Floating Rate Note / / 30/360 for the period
/ / Floating Rate/Fixed Rate from to .
Fixed Rate Commencement Date: / / Actual/360 for the period
Fixed Interest Rate: from to .
/ / Inverse Floating Rate Note / / Actual/Actual for the period
Fixed Interest Rate: from to .
ADDENDUM ATTACHED: ORIGINAL ISSUE DISCOUNT
/ / Yes / / Yes
/ / No / / No
Total Amount of OID:
Yield to Maturity:
Initial Accrual Period:
OTHER PROVISIONS:
2
<PAGE> 3
Advanta Corp., a Delaware corporation ("Issuer" or the
"Company," which terms include any successor corporation under
the Indenture hereinafter referred to), for value received,
hereby promises to pay to ,
or registered assigns, the principal sum of
DOLLARS on the Stated Maturity Date specified above (except to
the extent redeemed or repaid prior to the Stated Maturity Date),
and to pay interest thereon, at a rate per annum equal to the
Initial Interest Rate specified above until the Initial Interest
Reset Date specified above and thereafter at a rate per annum
determined in accordance with the provisions hereof and any
Addendum relating hereto depending upon the Interest Rate Basis
or Bases, if any, and such other terms specified above, until the
principal hereof is paid or duly made available for payment.
Reference herein to "this Note", "hereof", "herein" and
comparable terms shall include an Addendum hereto if an Addendum
is specified above.
The Company will pay interest monthly, quarterly,
semi-annually, annually or such other period as specified above
under "Interest Payment Period", on each Interest Payment Date
specified above, commencing on the first Interest Payment Date
specified above next succeeding the Original Issue Date specified
above, and on the Stated Maturity Date or any Redemption Date or
Optional Repayment Date (as defined below) (the date of each such
Stated Maturity Date, Redemption Date and Optional Repayment Date
and the date on which principal or an installment of principal is
due and payable by declaration of acceleration pursuant to the
Indenture, being referred to hereinafter as a "Maturity" with
respect to principal payable on such date); provided, however,
that if the Original Issue Date falls between a Regular Record
Date (as defined below) and the next succeeding Interest Payment
Date, interest payments will commence on the Interest Payment
Date immediately following the next succeeding Regular Record
Date to the registered Holder on such next succeeding Regular
Record Date; and provided further, that if an Interest Payment
Date (other than an Interest Payment Date at Maturity) would
otherwise fall on a day that is not a Business Day (as defined
below), such Interest Payment Date shall be postponed to the next
succeeding day that is a Business Day, except that if an
Interest Rate Basis is LIBOR, as indicated above, and such next
Business Day falls in the next succeeding calendar month, such
Interest Payment Date shall be the immediately preceding day that
is a Business Day. Except as provided above, interest payments
will be made on the Interest Payment Dates shown above. Unless
otherwise specified above, the "Regular Record Date" with respect
to any Interest Payment Date shall be the date 15 calendar days
(whether or not a Business Day) immediately preceding such
Interest Payment Date. If the Maturity of this Note falls on a
day which is not a Business Day, the payment of principal,
premium, if any, and interest due at Maturity will be made on the
next succeeding Business Day with the same force and effect as if
made on such Maturity and no interest shall accrue on the amount
so payable for the period from and after such Maturity. The
interest so payable and punctually paid or duly provided for on
any Interest Payment Date will, as provided in the Indenture, be
paid to the Person in whose name this Note (or one or more
Predecessor Securities) is registered at the close of business on
the Regular Record Date for such Interest Payment Date. Any such
interest which is payable, but not punctually paid or duly
provided for on any Interest Payment Date (herein called
"Defaulted Interest"), shall forthwith cease to be
3
<PAGE> 4
payable to the registered Holder on such Regular Record Date, and
may either be paid to the Person in whose name this Note (or one
or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such
Defaulted Interest to be fixed by the Trustee, notice whereof
shall be given to the Holder of this Note not less than 10 days
prior to such Special Record Date, or may be paid at any time in
any other lawful manner, all as more fully provided in the
Indenture. Interest payable at Maturity will be payable to the
Person to whom the principal hereof shall be payable.
Notwithstanding anything else contained herein, if this Note
is a Global Security as specified on the face hereof and is held
in book-entry form through the facilities of the Depositary,
payments on this Note will be made to the Depositary or its
nominee in accordance with the arrangements then in effect
between the Trustee and the Depositary.
Payment of the principal of, premium, if any, and interest
on this Note at Maturity will be made in immediately available
funds upon presentation of this Note at the Office or Agency of
the Company maintained by the Company for such purpose, 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. Payment of interest on this Note (other than at Maturity)
will be made at the Office or Agency of the Company maintained by
the Company for such purpose or, at the option of the Company,
may be made by check mailed to the address of the Person entitled
thereto as such address shall appear in the Security Register at
the close of business on the Regular Record Date immediately
preceding the applicable Interest Payment Date. Notwithstanding
the foregoing, a Holder of $10,000,000 or more in aggregate
principal amount of the Notes (whether having identical or
different terms and provisions) will be entitled to receive
interest payments by wire transfer of immediately available funds
if appropriate wire transfer instructions have been received in
writing by the Trustee at least 16 days prior to the applicable
Interest Payment Date. Such wire instructions, upon receipt by
the Trustee, shall remain in effect until revoked by such Holder.
Unless the certificate of authentication hereon has been
executed by or on behalf of The Chase Manhattan Bank (National
Association), the Trustee with respect to the Notes under the
Indenture, or its successor thereunder, by the manual signature
of one of its authorized officers, this Note shall not be
entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
This Note is one of a duly authorized series of Securities
(hereinafter called the "Securities") of the Company, which
series of the Securities is currently limited to an aggregate
principal amount of not more than $___________ (or the equivalent
thereof, determined as of the respective dates of issuance, in
any other currency or currencies) (the issue price of any
original issue discount Notes being treated as the principal
amount thereof), designated as its Medium-Term Notes, Series
__(the "Notes"); provided, however, that the foregoing limit may
be increased by the Company. The Notes are issued and to be
issued under an Indenture dated as of November 15, 1993 (herein
called the "Indenture") between the Company and The Chase
Manhattan Bank (National Association), to which Indenture and all
indentures supplemental thereto reference is hereby made for a
statement of the respective rights, limitations of rights, duties
and immunities thereunder of the
4
<PAGE> 5
Company, the Trustee (as defined below) and the Holders of the
Notes and the terms upon which the Notes are to be authenticated
and delivered. The Chase Manhattan Bank (National Association)
shall act as Trustee with respect to the Notes (herein called the
"Trustee", which term includes any successor Trustee with respect
to the Notes under the Indenture). The terms of individual Notes
may vary with respect to interest rates or interest rate
formulas, issue dates, maturity, redemption, repayment, currency
of payment and otherwise.
The Notes are issuable only in registered form without
coupons in denominations of $100,000 and integral multiples of
$1,000 in excess thereof. As provided in the Indenture and
subject to certain limitations therein set forth, the Notes are
exchangeable for a like aggregate principal amount of Notes
denominated as authorized, as requested by the Holder
surrendering the same.
Except as otherwise provided in the Indenture and as set
forth below, the Notes will be issued in global form only,
registered in the name of the Depositary or its nominee and
ownership of the Notes shall be maintained in book-entry form by
the Depositary for the accounts of participating organizations of
the Depositary. If this Note is a Global Security, this Note is
exchangeable only if (a) the Depositary notifies the Company that
it is unwilling or unable to continue as Depositary for this
Global Security and a successor depositary is not appointed by
the Company within 60 days or if at any time the Depositary
ceases to be a clearing agency registered under the Securities
Exchange Act of 1934, as amended, (b) the Company in its sole
discretion determines that this Global Security shall be
exchangeable for definitive Securities of this series in
registered from or (c) an Event of Default with respect to the
Notes represented hereby has occurred and is continuing.
This Note is not subject to any sinking fund and, unless
otherwise provided above in accordance with the provisions of the
following paragraphs, is not redeemable or repayable prior to the
Stated Maturity Date.
If so provided above, this Note may be redeemed by the
Company on any date on and after the Initial Redemption Date, if
any, specified above. If no Initial Redemption Date is set forth
above, this Note may not be redeemed prior to the Stated Maturity
Date. On and after the Initial Redemption Date, if any, this
Note may be redeemed at any time in whole or from time to time in
part in increments of $1,000 (provided that any remaining
principal hereof shall be at least $100,000) at the option of the
Company at the applicable Redemption Price (as defined below)
together with accrued interest, if any, hereon at the applicable
rate payable to the date of redemption (each such date, a
"Redemption Date"), on written notice given not more than 60 nor
less than 30 days prior to the Redemption Date. In the event of
redemption of this Note in part only, a new Note for the
unredeemed portion hereof shall be issued in the name of the
Holder hereof upon the surrender hereof.
Unless otherwise specified above, the "Redemption Price"
shall initially be the Initial Redemption Percentage, specified
above, of the principal amount of this Note to be redeemed and,
if greater than 100%, shall decline at each anniversary of the
Initial Redemption Date, shown above, by the Annual Redemption
Percentage Reduction, if any,
5
<PAGE> 6
specified above, of the principal amount to be redeemed until the
Redemption Price is 100% of such principal amount.
This Note may be subject to repayment at the option of the
Holder on the Optional Repayment Date(s), if any, indicated
above. If no Optional Repayment Date(s) are set forth above,
this Note is not subject to repayment at the option of the Holder
hereof prior to the Stated Maturity Date. On any Optional
Repayment Date, this Note shall be repayable in whole or in part
in increments of $1,000 (provided that any remaining principal
hereof shall be at least $100,000) at the option of the Holder
hereof at a repayment price equal to 100% of the principal amount
to be repaid, together with accrued interest, if any, hereon at
the applicable rate payable to the relevant Optional Repayment
Date. For this Note to be repaid in whole or in part at the
option of the Holder hereof, this Note must be received, with the
form entitled "Option to Elect Repayment" below duly completed,
by the Trustee at its Corporate Trust Office, or such address
which the Company shall from time to time notify the Holders of
the Notes, not more than 60 nor less than 30 days prior to the
relevant Optional Repayment Date. Exercise of such repayment
option by the Holder hereof shall be irrevocable. In the event
of repayment of this Note in part only, a new Note for the
unrepaid portion hereof shall be issued in the name of the Holder
hereof upon the surrender hereof.
The interest rate borne by this Note shall be determined as
follows:
1. If this Note is designated as a Regular Floating
Rate Note above or if no designation is made for Interest
Calculation above, then, except as described below or in an
Addendum hereto, this Note shall bear interest at the rate
determined by reference to the applicable Interest Rate
Basis or Bases shown above (i) plus or minus the applicable
Spread, if any, and/or (ii) multiplied by the applicable
Spread Multiplier, if any, specified and applied in the
manner described above. Commencing on the Initial Interest
Reset Date, the rate at which interest on this Note is
payable shall be reset as of each Interest Reset Date
specified above; provided, however, that the interest rate
in effect for the period from the Original Issue Date to the
Initial Interest Reset Date will be the Initial Interest
Rate.
2. If this Note is designated as a Floating
Rate/Fixed Rate Note above, then, except as described below
or in an Addendum hereto, this Note shall bear interest at
the rate determined by reference to the applicable Interest
Rate Basis or Bases shown above (i) plus or minus the
applicable Spread, if any, and/or (ii) multiplied by the
applicable Spread Multiplier, if any, specified and applied
in the manner described above. Commencing on the Initial
Interest Reset Date, the rate at which interest on this Note
is payable shall be reset as of each Interest Reset Date
specified above; provided, however, that (i) the interest
rate in effect for the period from the Original Issue Date
to the Initial Interest Reset Date shall be the Initial
Interest Rate; and (ii) the interest rate in effect
commencing on, and including, the Fixed Rate Commencement
Date to the Maturity shall be the Fixed Interest Rate, if
such a rate is specified above, or if no such Fixed Interest
Rate is so specified, the interest rate in effect hereon on
the Business Day immediately preceding the Fixed Rate
Commencement Date.
6
<PAGE> 7
3. If this Note is designated as an Inverse Floating
Rate Note above, then, except as described below or in an
Addendum hereto, this Note shall bear interest equal to the
Fixed Interest Rate indicated above minus the rate
determined by reference to the applicable Interest Rate
Basis or Bases shown above (i) plus or minus the applicable
Spread, if any, and/or (ii) multiplied by the applicable
Spread Multiplier, if any, specified and applied in the
manner described above; provided, however, that, unless
otherwise specified above, the interest rate hereon will not
be less than zero percent. Commencing on the Initial
Interest Reset Date, the rate at which interest on this Note
is payable shall be reset as of each Interest Rate Reset
Date specified above; provided, however, that the interest
rate in effect for the period from the Original Issue Date
to the Initial Interest Reset Date shall be the Initial
Interest Rate.
Notwithstanding the foregoing, if this Note is designated
above as having an Addendum attached, this Note shall bear
interest in accordance with the terms described in such Addendum.
Except as provided above, the interest rate in effect on
each day shall be (a) if such day is an Interest Reset Date, the
interest rate determined as of the Interest Determination Date
(as defined below) immediately preceding such Interest Reset Date
or (b) if such day is not an Interest Reset Date, the interest
rate determined as of the Interest Determination Date immediately
preceding the next preceding Interest Reset Date. Each Interest
Rate Basis shall be the rate determined in accordance with the
applicable provision below. If any Interest Reset Date (which
term includes the term Initial Interest Reset Date unless the
context otherwise requires) would otherwise be a day that is not
a Business Day, such Interest Reset Date shall be postponed to
the next succeeding day that is a Business Day, except that if an
Interest Rate Basis specified above is LIBOR and such next
Business Day falls in the next succeeding calendar month, such
Interest Reset Date shall be the immediately preceding Business
Day.
Unless otherwise specified above, interest payable on this
Note on any Interest Payment Date shall be the amount of interest
accrued from and including the next preceding Interest Payment
Date in respect of which interest has been paid (or from and
including the Original Issue Date specified above, if no interest
has been paid), to but excluding the related Interest Payment
Date or Maturity, as the case may be.
Unless otherwise specified above, accrued interest hereon
shall be an amount calculated by multiplying the face amount
hereof by an accrued interest factor. Such accrued interest
factor shall be computed by adding the interest factor calculated
for each day in the period for which accrued interest is being
calculated. Unless otherwise specified above, the interest
factor for each such day shall be computed and paid on the basis
of a 360-day year of twelve 30-day months if the Day Count
Convention specified above is "30/360" for the period specified
thereunder, or by dividing the interest rate applicable to such
day by 360 if the Day Count Convention specified above is
"Actual/360" for the period specified thereunder or by the actual
number of days in the year if the Day Count Convention specified
above is "Actual/Actual" for the period specified thereunder. If
interest on this Note is to be calculated with reference to two
or more Interest Rate Bases as specified above, the interest
factor will be calculated in each period in the same manner as if
only one of the applicable Interest Rate Bases applied.
7
<PAGE> 8
Unless otherwise specified above, the "Interest
Determination Date" with respect to the CD Rate, the Commercial
Paper Rate, the Federal Funds Rate, the Prime Rate and the CMT
Rate will be the second Business Day preceding each Interest
Reset Date; the "Interest Determination Date" with respect to the
Eleventh District Cost of Funds Rate will be the last working day
of the month immediately preceding each Interest Reset Date on
which the Federal Home Loan Bank of San Francisco (the "FHLB of
San Francisco") publishes the Index (as defined below); the
"Interest Determination Date" with respect to LIBOR shall be the
second London Business Day (as defined below) preceding each
Interest Reset Date; the "Interest Determination Date" with
respect to the Treasury Rate will be the day in the week in which
the related Interest Reset Date falls on which day Treasury bills
(as defined below) are normally auctioned (Treasury bills are
normally sold at auction on Monday of each week, unless that day
is a legal holiday, in which case the auction is normally held on
the following Tuesday, except that such auction may be held on
the preceding Friday); provided, however, that if an auction is
held on the Friday of the week preceding the related Interest
Reset Date, the related Interest Determination Date shall be such
preceding Friday; and provided, further, that if an auction shall
fall on any Interest Reset Date, then the Interest Reset Date
shall instead be the first Business Day following such auction.
If the interest rate of this Note is determined with reference to
two or more Interest Rate Bases as specified above, the Interest
Determination Date pertaining to this Note will be the latest
Business Day which is at least two Business Days prior to such
Interest Reset Date on which each Interest Rate Basis is
determinable. Each Interest Rate Basis shall be determined on
such date, and the applicable interest rate shall take effect on
the related Interest Reset Date.
Unless otherwise specified above, the "Calculation Date"
pertaining to any Interest Determination Date will be the earlier
of (i) the tenth calendar day after such Interest Determination
Date or, if such day is not a Business Day, the next succeeding
Business Day and (ii) the Business Day immediately preceding the
applicable Interest Payment Date or Maturity, as the case may be.
All calculations on this Note shall be made by the Calculation
Agent specified above or such successor thereto as is duly
appointed by the Company.
All percentages resulting from any calculation on this Note
will be rounded, if necessary, to the nearest one
hundred-thousandth of a percentage point, with five one-
millionths of a percentage point rounded upward (e.g., 9.876545%
(or 0.09876545) would be rounded to 9.87655% (or 0.0987655) and
9.876544% (or 0.09876544) would be rounded to 9.87654% (or
0.0987654)), and all dollar amounts used in or resulting from
such calculation will be rounded to the nearest cent (with
one-half cent being rounded upward).
As used herein, "Business Day" means, unless otherwise
specified above, any day that in The City of New York is not a
day on which banking institutions are authorized or required by
law or regulation to close and, if an Interest Rate Basis shown
above is LIBOR, is also a London Business Day.
As used herein, unless otherwise specified above, "London
Business Day" means any day (a) if the Index Currency is other
than the European Currency Unit ("ECU"), on which dealings in
deposits in such Index Currency are transacted in the London
interbank market or (b) if the Index Currency is the ECU, that is
not designated as an ECU Non-Settlement Day by the ECU
8
<PAGE> 9
Banking Association in Paris or otherwise generally regarded in
the ECU interbank market as a day on which payments on ECUs shall
not be made.
Determination of CD Rate. If an Interest Rate Basis for
this Note is the CD Rate, as indicated above, the CD Rate shall
be determined as of the applicable Interest Determination Date (a
"CD Rate Interest Determination Date"), as the rate on such date
for negotiable certificates of deposit having the Index Maturity
specified above as published by the Board of Governors of the
Federal Reserve System in "Statistical Release H.15(519),
Selected Interest Rates" or any successor publication
("H.15(519)"), under the heading "CDs (Secondary Market)", or, if
such rate is not so published by 3:00 P.M., New York City time,
on the related Calculation Date, the rate on such CD Rate
Interest Determination Date for negotiable certificates of
deposit of the Index Maturity specified above as published by the
Federal Reserve Bank of New York in its daily statistical release
"Composite 3:30 P.M. Quotations for U.S. Government Securities"
or any successor publication ("Composite Quotations") under the
heading "Certificates of Deposit". If such rate is not yet
published in either H.15(519) or Composite Quotations by 3:00
P.M., New York City time, on the related Calculation Date, then
the CD Rate on such CD Rate Interest Determination Date shall be
calculated by the Calculation Agent and shall be the arithmetic
mean of the secondary market offered rates as of 10:00 A.M., New
York City time, on such CD Rate Interest Determination Date, of
three leading non-bank dealers in negotiable United States dollar
certificates of deposit in The City of New York selected by the
Calculation Agent for negotiable certificates of deposit of major
United States money market banks in the market for negotiable
certificates of deposit with a remaining maturity closest to the
Index Maturity designated above in an amount that is
representative for a single transaction in that market at that
time; provided, however, that if any of the dealers selected as
aforesaid by the Calculation Agent are not quoting as mentioned
in this sentence, the CD Rate determined as of such CD Rate
Interest Determination Date shall be the CD Rate in effect on
such CD Rate Interest Determination Date.
Determination of Commercial Paper Rate. If an Interest Rate
Basis for this Note is the Commercial Paper Rate, as indicated
above, the Commercial Paper Rate shall be determined as of the
applicable Interest Determination Date (a "Commercial Paper Rate
Interest Determination Date"), as the Money Market Yield (as
defined below) on such date of the rate for commercial paper
having the Index Maturity specified above as published in
H.15(519) under the heading "Commercial Paper". In the event
that such rate is not published by 3:00 P.M., New York City time,
on the related Calculation Date, then the Commercial Paper Rate
shall be the Money Market Yield on such Commercial Paper Rate
Interest Determination Date of the rate for commercial paper
having the Index Maturity shown above as published in Composite
Quotations under the heading "Commercial Paper" (with an Index
Maturity of one month or three months being deemed to be
equivalent to an Index Maturity of 30 days or 90 days,
respectively). If by 3:00 P.M., New York City time, on the
related Calculation Date such rate is not yet published in either
H.15(519) or Composite Quotations, then the Commercial Paper Rate
on such Commercial Paper Rate Interest Determination Date shall
be calculated by the Calculation Agent and shall be the Money
Market Yield of the arithmetic mean of the offered rates at
approximately 11:00 A.M., New York City time, on such Commercial
Paper Rate Interest Determination Date of three leading dealers
of commercial paper in The City of New York selected by the
Calculation Agent for commercial paper having the Index Maturity
specified above placed for an industrial issuer
9
<PAGE> 10
whose bond rating is "AA," or the equivalent, from a nationally
recognized securities rating agency; provided, however, that if
any of the dealers selected as aforesaid by the Calculation Agent
are not quoting as mentioned in this sentence, the Commercial
Paper Rate determined as of such Commercial Paper Rate Interest
Determination Date shall be the rate in effect on such Commercial
Paper Rate Interest Determination Date.
"Money Market Yield" shall be a yield (expressed as a
percentage) calculated in accordance with the following formula:
Money Market Yield = D x 360 x 100
-------------
360 - (D x M)
where "D" refers to the applicable per annum rate for commercial
paper quoted on a bank discount basis and expressed as a decimal
and "M" refers to the actual number of days in the interest
period for which interest is being calculated.
Determination of Eleventh District Cost of Funds Rate. If
an Interest Rate Basis for this Note is the Eleventh District
Cost of Funds Rate, as indicated above, the Eleventh District
Cost of Funds Rate shall be determined as of the applicable
Interest Determination Date (an "Eleventh District Cost of Funds
Rate Interest Determination Date"), as the rate equal to the
monthly weighted average cost of funds for the calendar month
immediately preceding the month in which such Eleventh District
Cost of Funds Rate Interest Determination Date falls, as set
forth under the caption "11th District" on Telerate Page 7058 as
of 11:00 A.M., San Francisco time, on such Eleventh District Cost
of Funds Rate Interest Determination Date. If such rate does not
appear on Telerate Page 7058 on any related Eleventh District
Cost of Funds Rate Interest Determination Date, the Eleventh
District Cost of Funds Rate for such Eleventh District Cost of
Funds Rate Interest Determination Date shall be the monthly
weighted average cost of funds paid by member institutions of the
Eleventh Federal Home Loan Bank District that was most recently
announced (the "Index") by the FHLB of San Francisco as such cost
of funds for the calendar month immediately preceding the date of
such announcement. If the FHLB of San Francisco fails to
announce such rate for the calendar month immediately preceding
such Eleventh District Cost of Funds Rate Interest Determination
Date, then the Eleventh District Cost of Funds Rate determined as
of such Eleventh District Cost of Funds Rate Interest
Determination Date shall be the Eleventh District Cost of Funds
Rate in effect on such Eleventh District Cost of Funds Rate
Interest Determination Date.
Determination of Federal Funds Rate. If an Interest Rate
Basis for this Note is the Federal Funds Rate, as indicated
above, the Federal Funds Rate shall be determined as of the
applicable Interest Determination Date (a "Federal Funds Rate
Interest Determination Date"), as the rate on such date for
federal funds as published in H.15(519) under the heading
"Federal Funds (Effective)" or, if not so published by 3:00 P.M.,
New York City time, on the related Calculation Date, the rate on
such Federal Funds Rate Interest Determination Date, as published
in Composite Quotations under the heading "Federal
Funds/Effective Rate." If by 3:00 P.M., New York City time, on
the related Calculation Date such rate is not published in either
H.15(519) or Composite Quotations, then the Federal Funds Rate on
such Federal Funds Rate Interest Determination Date shall be
calculated by the Calculation Agent and shall be the
10
<PAGE> 11
arithmetic mean of the rates for the last transaction in
overnight United States dollar federal funds arranged by three
leading brokers of federal funds transactions in The City of New
York selected by the Calculation Agent prior to 9:00 A.M., New
York City time on such Federal Funds Rate Interest Determination
Date; provided, however, that if any of the brokers selected as
aforesaid by the Calculation Agent are not quoting as mentioned
in this sentence, the Federal Funds Rate determined as of such
Federal Funds Rate Interest Determination Date shall be the
Federal Funds Rate in effect on such Federal Funds Rate Interest
Determination Date.
Determination of LIBOR. If an Interest Rate Basis for this
Note is LIBOR, as indicated above, LIBOR will be determined as of
the applicable Interest Determination Date (a "LIBOR Interest
Determination Date") in accordance with the following provisions
under LIBOR Reuters or LIBOR Telerate as specified above:
(i)(a) If LIBOR Reuters is specified above as the
method for determining LIBOR, with respect to an Interest
Determination Date relating to this Note (a "LIBOR Interest
Determination Date"), LIBOR will be determined on the basis
of the arithmetic mean of the offered rates (unless the
specified Designated LIBOR Page specified above by its terms
provides for only a single rate, in which case such single
rate shall be used) for deposits in the Index Currency (as
defined below) having the Index Maturity designated above,
commencing on the second London Business Day immediately
following such LIBOR Interest Determination Date, that
appear on the Designated LIBOR Page specified above as of
11:00 A.M., London time, on such LIBOR Interest
Determination Date, provided that at least two such offered
rates appear (unless, as aforesaid, only a single rate is
required) on such Designated LIBOR Page, or (b) if LIBOR
Telerate is specified above as the method for determining
LIBOR, or if no other method is specified above as the
method for determining LIBOR, with respect to a LIBOR
Interest Determination Date for this Note, LIBOR will be the
rate for deposits in the Index Currency having the Index
Maturity designated above, commencing on the second London
Business Day immediately following such LIBOR Interest
Determination Date, that appears on the Designated LIBOR
Page specified above as of 11:00 A.M., London time, on such
LIBOR Interest Determination Date. If fewer than two such
offered rates appear (unless the specified Designated LIBOR
Page by its terms provides for a single rate), or if no such
rate appears, as applicable, LIBOR in respect of the related
LIBOR Interest Determination Date will be determined in
accordance with the provisions described in clause (ii)
below.
(ii)With respect to a LIBOR Interest Determination
Date on which fewer than two offered rates appear, or no
rate appears, as the case may be, on the applicable
Designated LIBOR Page as specified in clause (i) above, the
Calculation Agent will request the principal London offices
of each of four major reference banks in the London
interbank market, as selected by the Calculation Agent, to
provide the Calculation Agent with its offered quotation for
deposits in the Index Currency for the period of the Index
Maturity specified above, commencing on the second London
Business Day immediately following such LIBOR Interest
Determination Date, to prime banks in the London interbank
market at approximately 11:00 A.M., London time, on such
LIBOR Interest Determination Date and in a principal amount
that is representative for a single
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<PAGE> 12
transaction in such Index Currency in such market at such
time. If at least two such quotations are provided, LIBOR
determined on such LIBOR Interest Determination Date will be
the arithmetic mean of such quotations. If fewer than two
quotations are provided, LIBOR determined on such LIBOR
Interest Determination Date will be the arithmetic mean of
the rates quoted at approximately 11:00 A.M., in the
applicable Principal Financial Center, on such LIBOR
Interest Determination Date by three major banks in such
Principal Financial Center, selected by the Calculation
Agent for loans in the Index Currency to leading European
banks, having the Index maturity specified above and in a
principal amount that is representative for a single
transaction in such Index Currency in such market at such
time; provided, however, that if the banks so selected by
the Calculation Agent are not quoting as mentioned in this
sentence, LIBOR determined as of such LIBOR Interest
Determination Date shall be LIBOR in effect on such LIBOR
Interest Determination Date.
"Index Currency" means the currency (including composite
currencies) specified above as the currency for which LIBOR shall
be calculated. If no such currency is specified above, the Index
Currency shall be United States dollars.
"Designated LIBOR Page" means either (a) if "LIBOR Reuters"
is specified above, the display on the Reuters Monitor Money
Rates Service for the purpose of displaying the London interbank
offered rates of major banks for the applicable Index Currency,
or (b) if "LIBOR Telerate" is specified above, the display on the
Dow Jones Telerate Service for the purpose of displaying the
London interbank offered rates of major banks for the applicable
Index Currency.
"Principal Financial Center" will generally be the capital
city of the country for the specified Index Currency, except that
with respect to United States dollars and, Deutsche Marks, Dutch
Guilders, Italian Lire, Swiss Francs and ECUs, the Principal
Financial Center shall be The City of New York, Frankfurt,
Amsterdam, Milan, Zurich and Luxembourg, respectively.
Determination of Prime Rate. If an Interest Rate Basis for
this Note is the Prime Rate, as indicated above, the Prime Rate
shall be determined as of the applicable Interest Determination
Date (a "Prime Rate Interest Determination Date") as the rate on
such date as such rate is published in H.15(519) under the
heading "Bank Prime Loan". If such rate is not published prior
to 3:00 P.M., New York City time, on the related Calculation
Date, then the Prime Rate shall be the arithmetic mean of the
rates of interest publicly announced by each bank that appears on
the Reuters Screen NYMF Page (as defined below) as such bank's
prime rate or base lending rate as in effect for such Prime Rate
Interest Determination Date. If fewer than four such rates but
more than one such rate appear on the Reuters Screen NYMF Page
for such Prime Rate Interest Determination Date, the Prime Rate shall
be the arithmetic mean of the prime rates quoted on the basis of
the actual number of days in the year divided by a 360-day year
as of the close of business on such Prime Rate Interest
Determination Date by three, or two if only two such rates are
quoted, major money center banks in The City of New York selected
by the Calculation Agent. If fewer than two such rates appear on
the Reuters Screen NYMF Page, the Prime Rate will be determined
by the Calculation Agent on the basis of the rates furnished in
The City of New York by three, or two if only two such rates are
quoted, substitute banks or trust companies organized and doing
business under the laws of the United States, or any state
thereof, having
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<PAGE> 13
total equity capital of at least U.S.$500 million and being
subject to supervision or examination by a Federal or state
authority, selected by the Calculation Agent to provide such rate
or rates; provided, however, that if fewer than two such
substitute banks or trust companies selected as aforesaid are
quoting as mentioned in this sentence, the Prime Rate determined
as of such Prime Rate Interest Determination Date shall be the
Prime Rate in effect on such Prime Rate Interest Determination
Date.
"Reuters Screen NYMF Page" means the display designated as
page "NYMF" on the Reuters Monitor Money Rates Service (or such
other page as may replace the NYMF page on that service for the
purpose of displaying prime rates or base lending rates of major
United States banks).
Determination of Treasury Rate. If an Interest Rate Basis for
this Note is the Treasury Rate, as specified above, the Treasury
Rate shall be determined as of the applicable Interest
Determination Date (a "Treasury Rate Interest Determination
Date") as the rate applicable to the most recent auction of
direct obligations of the United States ("Treasury Bills") having
the Index Maturity specified above, as such rate is published in
H.15(519) under the heading "Treasury Bills -- auction average
(investment)" or, if not published by 3:00 P.M., New York City
time, on the related Calculation Date, the auction average rate
(expressed as a bond equivalent on the basis of a year of 365 or
366 days, as applicable, and applied on a daily basis) as
otherwise announced by the United States Department of the
Treasury. In the event that the results of the auction of
Treasury Bills having the Index Maturity specified above are not
reported as provided by 3:00 P.M., New York City time, on such
Calculation Date, or if no such auction is held in a particular
week, then the Treasury Rate shall be calculated by the
Calculation Agent and shall be a yield to maturity (expressed as
a bond equivalent on the basis of a year of 365 or 366 days, as
applicable, and applied on a daily basis) of the arithmetic mean
of the secondary market bid rates, as of approximately 3:30 P.M.,
New York City time, on such Treasury Rate Interest Determination
Date, of three leading primary United States government
securities dealers selected by the Calculation Agent, for the
issue of Treasury Bills with a remaining maturity closest to the
Index Maturity specified above; provided, however, that if any of
the dealers selected as aforesaid by the Calculation Agent are
not quoting as mentioned in this sentence, the Treasury Rate
determined as of such Treasury Rate Interest Determination Date
shall be the Treasury Rate in effect on such Treasury Rate
Interest Determination Date.
Determination of CMT Rate. If an Interest Rate Basis for
this Note is the CMT Rate, as indicated above, the CMT Rate shall
be determined as of the applicable Interest Determination Date (a
"CMT Rate Interest Determination Date"), as the rate displayed on
the Designated CMT Telerate Page under the caption" ... Treasury
Constant Maturities ... Federal Reserve Board Release H.15 ...
Mondays approximately 3:45 P.M.," under the column for the
Designated CMT Maturity Index (as defined below) for (i) if the
Designated CMT Telerate Page is 7055, the rate on such CMT Rate
Interest Determination Date and (ii) if the Designated CMT
Telerate Page is 7052, the week, or the month, as applicable,
ended immediately preceding the week in which the related CMT
Rate Interest Determination Date occurs. If such rate is no
longer displayed on the relevant page, or if not displayed by
3:00 P.M., New York City time, on the related Calculation Date,
then the CMT Rate for such CMT Rate Interest Determination Date
will be such treasury
13
<PAGE> 14
constant maturity rate for the Designated CMT Maturity Index as
published in H.15(519). If such rate is no longer published, or
if not published by 3:00 P.M., New York City time, on the related
Calculation Date, then the CMT Rate for such CMT Rate Interest
Determination Date will be such treasury constant maturity rate
for the Designated CMT Maturity Index (or other United States
Treasury rate for the Designated CMT Maturity Index) for the CMT
Rate Interest Determination Date with respect to such Interest
Reset Date as may then be published by either the Board of
Governors of the Federal Reserve System or the United States
Department of the Treasury that the Calculation Agent determines
to be comparable to the rate formerly displayed on the Designated
CMT Telerate Page and published in the relevant H.15(519). If
such information is not provided by 3:00 P.M., New York City
time, on the related Calculation Date, then the CMT Rate for the
CMT Rate Interest Determination Date will be calculated by the
Calculation Agent and will be a yield to maturity, based on the
arithmetic mean of the secondary market closing offer side prices
as of approximately 3:30 P.M., New York City time, on the CMT
Rate Interest Determination Date reported, according to their
written records, by three leading primary United States
government securities dealers (each, a "Reference Dealer") in The
City of New York selected by the Calculation Agent (from five
such Reference Dealers selected by the Calculation Agent and
eliminating the highest quotation (or, in the event of equality,
one of the highest) and the lowest quotation (or, in the event of
equality, one of the lowest)), for the most recently issued
direct noncallable fixed rate obligations of the United States
("Treasury Notes") with an original maturity of approximately the
Designated CMT Maturity Index and a remaining term to maturity of
not less than such Designated CMT Maturity Index minus one year.
If the Calculation Agent cannot obtain three such Treasury Note
quotations, the CMT Rate for such CMT Rate Interest Determination
Date will be calculated by the Calculation Agent and will be a
yield to maturity based on the arithmetic mean of the secondary
market offer side prices as of approximately 3:30 P.M., New York
City time, on the CMT Rate Interest Determination Date of three
Reference Dealers in The City of New York (from five such
Reference Dealers selected by the Calculation Agent and
eliminating the highest quotation (or, in the event of equality,
one of the highest) and the lowest quotation (or, in the event of
equality, one of the lowest)), for Treasury Notes with an
original maturity of the number of years that is the next highest
to the Designated CMT Maturity Index and a remaining term to
maturity closest to the Designated CMT Maturity Index and in an
amount of at least U.S. $100 million. If three or four (and not
five) of such Reference Dealers are quoting as described above,
then the CMT Rate will be based on the arithmetic mean of the
offer prices obtained and neither the highest nor the lowest of
such quotes will be eliminated; provided however, that if fewer
than three Reference Dealers selected by the Calculation Agent
are quoting as described herein, the CMT Rate will be the CMT
Rate in effect on such CMT Rate Interest Determination Date. If
two Treasury Notes with an original maturity as described in the
third preceding sentence, have remaining terms to maturity
equally close to the Designated CMT Maturity Index, the quotes
for the CMT Rate Note with the shorter remaining term to maturity
will be used.
"Designated CMT Telerate Page" means the display on the Dow
Jones Telerate Service designated in the applicable Pricing
Supplement (or any other page as may replace such page on that
service for the purpose of displaying Treasury Constant
Maturities as reported in H.15(519)), for the purpose of
displaying Treasury Constant Maturities as reported in H.15(519).
If no such page is specified in the applicable Pricing
Supplement, the Designated CMT Telerate Page shall be 7052, for
the most recent week.
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<PAGE> 15
"Designated CMT Maturity Index" means the original period to
maturity of the U.S. Treasury securities (either 1, 2, 3, 5, 7,
10, 20, or 30 years) specified in the applicable Pricing
Supplement with respect to which the CMT Rate will be calculated.
If no such maturity is specified in the applicable Pricing
Supplement, the Designated CMT Maturity Index shall be 2 years.
Any provision contained herein, including the determination
of an Interest Rate Basis, the specification of an Interest Rate
Basis, calculation of the interest rate applicable to this Note,
its Interest Payment Dates or any other matter relating hereto
may be modified as specified in an Addendum relating hereto if so
specified above.
Notwithstanding the foregoing, the interest rate hereon
shall not be greater than the Maximum Interest Rate, if any, or
less than the Minimum Interest Rate, if any, specified above. In
addition to any Maximum Interest Rate applicable hereto pursuant
to the above provisions, the interest rate on this Note will in
no event be higher than the maximum rate permitted by New York
law, as the same may be modified by United States law of general
application. The Calculation Agent shall calculate the interest
rate hereon in accordance with the foregoing on or before each
Calculation Date. Unless otherwise specified above, The Chase
Manhattan Bank (National Association) will be the Calculation
Agent.
At the request of the Holder hereof, the Calculation Agent
shall provide to the Holder hereof the interest rate hereon then
in effect and, if determined, the interest rate which shall
become effective as of the next Interest Reset Date.
The Indenture contains provisions for defeasance at any time
of the entire indebtedness of this Note upon compliance with
certain conditions set forth in the Indenture.
If an Event of Default with respect to the Notes shall occur
and be continuing, the principal of all the Notes may be declared
due and payable in the manner and with the effect provided in the
Indenture.
The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the
rights and obligations of the Company and the rights of the
Holders of the Securities of each series to be affected thereby
at any time by the Company and the Trustee with the consent of
the Holders of 66 2/3% in aggregate principal amount of the
Outstanding Securities of each series affected thereby. The
Indenture also contains provisions permitting the Holders of
specified percentages in aggregate principal amount of the
Securities of each series at the time Outstanding, on behalf of
the Holders of all the Securities of such series, to waive
compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and their
consequences. Any such consent or waiver by the Holder of this
Note shall be conclusive and binding upon such Holder and upon
all future Holders of this Note and of any Note issued upon the
registration of transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent or waiver is made
upon this Note.
15
<PAGE> 16
As provided in and subject to the provisions of the
Indenture, the Holder of this Note shall not have the right to
institute any proceeding with respect to the Indenture or for the
appointment of a receiver or trustee or for any other remedy
thereunder, unless: (i) such Holder shall have previously given
the Trustee written notice of a continuing Event of Default with
respect to the Notes; (ii) the Holders of not less than 25% in
principal amount of the Notes at the time Outstanding shall have
made written request to the Trustee to institute proceedings in
respect of such Event of Default as Trustee and offered the
Trustee reasonable indemnity; (iii) the Trustee shall not have
received from the Holders of a majority in principal amount of
Notes at the time Outstanding a direction inconsistent with such
request; and (iv) the Trustee shall have failed to institute any
such proceeding, for 60 days after receipt of such notice,
request and offer of indemnity. The foregoing shall not apply to
any suit instituted by the Holder of this Note for the
enforcement of any payment of principal hereof or any premium or
interest hereon on or after the respective due dates expressed
herein.
No reference herein to the Indenture and no provision of
this Note or of the Indenture shall alter or impair the
obligation of the Company, which is absolute and unconditional,
to pay the principal of and any premium and interest on this Note
at the time, place and rate, and in the coin or currency, herein
prescribed.
As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Note may be
registered on the Security Register of the Company, upon
surrender of this Note for registration of transfer at the office
or agency of the Company in The City of New York, duly endorsed
by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly
executed by, the Holder hereof or by its attorney duly authorized
in writing, and thereupon one or more new Notes of authorized
denominations and for the same aggregate principal amount, will
be issued to the designated transferee or transferees.
No service charge shall be made for any registration of
transfer or exchange, but the Company may require payment of a
sum sufficient to cover any tax or other governmental charge
payable in connection therewith.
Prior to due presentment of this Note for registration of
transfer, the Company, the Trustee and any agent of the Company
or the Trustee may treat the Person in whose name this Note is
registered as the owner hereof for all purposes, whether or not
this Note be overdue, and neither the Company, the Trustee nor
any such agent shall be affected by notice to the contrary.
No recourse for the payment of the principal of or interest
on this Note, or for any claim based hereon or otherwise in
respect hereof, and no recourse under or upon any obligation,
covenant or agreement of the Company in the Indenture or any
indenture supplemental thereto, or in any Note, or because of the
creation of any indebtedness represented thereby, shall be had
against any incorporator, shareholder, officer or director, as
such, past, present or future, of the Company or of any successor
corporation, either directly or through the Company or any
successor corporation, whether by virtue of any constitution,
statute or rule of law or by the enforcement of any assessment or
penalty or otherwise, all such liability being, by the acceptance
hereof and as part of the consideration for the issue hereof,
expressly waived and released.
16
<PAGE> 17
The Indenture and the Notes shall be governed by and
construed in accordance with the laws of the State of New York.
All terms used in this Note which are defined in the
Indenture shall have the meanings assigned to them in the
Indenture.
17
<PAGE> 18
IN WITNESS WHEREOF, the Company has caused this instrument
to be duly executed, manually or in facsimile, and an imprint or
facsimile of its corporate seal to be imprinted hereon.
[SEAL] Advanta Corp.
By:
-------------------------
Name: Jeffrey D. Beck
Title: Vice President and
Treasurer
Attest:
By:
---------------------------
Name: Gene S. Schneyer
Title: Secretary
CERTIFICATE OF AUTHENTICATION
This is one of the Notes of
the series designated herein
referred to in the within-mentioned
Indenture.
THE CHASE MANHATTAN BANK
(National Association),
as Trustee
By: Dated:
------------------------------ -------------
Authorized Officer
18
<PAGE> 19
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) and
instruct(s) the Company to repay this Note (or portion hereof
specified below) pursuant to its terms at a price equal to the
principal amount hereof together with interest to the repayment
date, to the undersigned, at _____________________________________
__________________________________________________________________
(Please print or typewrite name and address of the undersigned)
For this Note to be repaid, the Trustee must receive at its
Corporate Trust Office, or at such other place or places of which
the Company shall from time to time notify the Holder of this
Note, not more than 60 nor less than 30 days prior to an Optional
Repayment Date, if any, shown above, this Note with this "Option
to Elect Repayment" form duly completed.
If less than the entire principal amount of this Note is to
be repaid, specify the portion hereof (which shall be increments
of $1,000 provided that any remaining principal hereof shall be
at least $100,000) which the Holder elects to have repaid and
specify the denomination or denominations (which shall be at
least $100,000 or an integral multiple of $1,000 in excess
thereof) of the Notes to be issued to the Holder for the portion
of this Note not being repaid (in the absence of any such
specification, one such Note will be issued for the portion not
being repaid).
$
------------------------------ -------------------------------
NOTICE: The signature on this
Date Option to Elect Repayment must
-------------------------- correspond with the name as
written upon the face of this
Note in every particular,
without alteration or
enlargement or any change
whatever.
19
<PAGE> 20
ASSIGNMENT/TRANSFER FORM
FOR VALUE RECEIVED the undersigned registered Holder hereby
sell(s), assign(s) and transfer(s) unto
(insert Taxpayer Identification No.) _____________________________
__________________________________________________________________
(Please print or typewrite name and address including postal zip
code of assignee)
__________________________________________________________________
the within Note and all rights thereunder, hereby irrevocably
constituting and appointing ______________________________________
_____________________________ attorney to transfer said Note on
the books of the Company with full power of substitution in the
premises.
Dated:
---------------------- ---------------------------------------
NOTICE: The signature of the registered Holder to this
assignment must correspond with the name as written upon the
face of the within instrument in every particular, without
alteration or enlargement or any change whatsoever.
20
<PAGE> 21
ABBREVIATIONS
The following abbreviations, when used in the inscription on
the face of this instrument, shall be construed as though they
were written out in full according to applicable laws or
regulations.
TEN COM--as tenants in common
UNIF GIFT MIN ACT--..............Custodian...........
(Cust) (Minor)
Under Uniform Gifts to Minors Act
....................................
(State)
TEN ENT--as tenants by the entireties
JT TEN--as joint tenants with right of survivorship
and not as tenants in common
Additional abbreviations may also be used though not in the
above list.
21
