<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): April 22, 1996
----------------
Advanta Corp.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
Delaware 0-14120 23-1462070
- --------------------------- ---------------- -------------------
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
</TABLE>
Five Horsham Business Center, 300 Welsh Road, Horsham, Pennsylvania 19703
- ------------------------------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (215) 657-4000
---------------
<PAGE> 2
Form 8-K Advanta Corp.
April 23, 1996
Item 7. Financial Statements and Exhibits.
(c) Exhibits:
The exhibits listed in the accompanying Index to Exhibits
relate to the Registration Statement (No.33-50883) on Form S-3
of the registrant and are filed herewith for incorporation by
reference in such Registration Statement.
<PAGE> 3
Form 8-K Advanta Corp.
April 23, 1996
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of l934,
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
------------------------------------
(Gene S. Schneyer, Vice President
and General Counsel)
April 23, 1996
<PAGE> 4
Form 8-K Advanta Corp.
April 23, 1996
Index to Exhibits
Exhibit Number Per
Item 60l of
Regulation S-K Description of Document
- -------------- -----------------------
1.3 Terms Agreement, dated as of April 22, 1996,
among Advanta Corp. and Salomon Brothers Inc, CS
First Boston Corporation, Donaldson, Lufkin &
Jenrette Securities Corporation and Merrill
Lynch, Pierce, Fenner & Smith Incorporated.
4.3 Form of 7% Medium Term Note, Series B.
<PAGE> 1
EXHIBIT 1.3
ADVANTA CORP.
Medium-Term Notes, Series B
TERMS AGREEMENT
April 22, 1996
Advanta Corp.
Five Horsham Business Center
300 Welsh Road
Horsham, Pennsylvania 19044
Dear Sirs:
Subject to the terms and conditions set forth herein, Salomon Brothers
Inc, CS First Boston Corporation, Donaldson, Lufkin & Jenrette Securities
Corporation and Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated (collectively referred to herein as the "Underwriters" or the
"Agents") offer to purchase, severally and not jointly, and Advanta Corp. (the
"Company") agrees to sell, $200,000,000 of 7% Notes Due May 1, 2001 (the
"Notes"), a series of the Company's Series B Medium-Term Notes, set forth
opposite their respective names below at the purchase price listed below.
<TABLE>
<CAPTION>
Principal Amount
Underwriter of Notes
----------- -----------------
<S> <C>
Salomon Brothers Inc........................................... $50,000,000
CS First Boston Corporation.................................... $50,000,000
Donaldson, Lufkin, & Jenrette
Securities Corporation................................ $50,000,000
Merrill Lynch, Pierce, Fenner & Smith
Incorporated.......................................... $50,000,000
-----------
Total......................................... $200,000,000
============
</TABLE>
<PAGE> 2
The Notes shall have the following terms:
<TABLE>
<S> <C>
Aggregate Principal Amount: $200,000,000
Interest Rate: 7% per annum
Maturity Date: May 1, 2001
Purchase Price: 99.50%
Underwriting Discount: .50%
Initial Offering Price
to Public: 100.00%
Interest Payable: Semi-annually on May 1 and
November 1 of each year,
commencing November 1, 1996
Record Dates: April 15 and October 15
Optional Redemption Terms: None
Optional Repayment Terms: None
Settlement Date (Original April 25, 1996,
Issue Date) and Time: 10:00 a.m.
Delivery of Notes: The Notes shall be delivered
through the facilities of The
Depository Trust Company
to Salomon Brothers Inc's DTC
participant account against
payment to the Company of
the purchase price of the
Notes in immediately
available funds.
</TABLE>
All of the provisions contained in the Distribution Agreement, dated
December 3, 1993 (the "Distribution Agreement"), among the Company, Salomon
Brothers Inc, CS First Boston Corporation, and Merrill Lynch & Co, Merrill
Lynch, Pierce, Fenner & Smith Incorporated, are hereby incorporated by
reference in their entirety herein and shall be deemed to be a part of this
Terms Agreement to the same extent as if such provisions had been set forth in
full herein.
<PAGE> 3
In accordance with Section 1(a) of the Distribution Agreement, this
will also confirm that the Company has appointed Donaldson, Lufkin & Jenrette
Securities Corporation ("DLJ") as temporary Agent, on the basis set forth
below, for the sole purpose of acting as Agent under the Distribution Agreement
from the date hereof with respect to and only until the closing relating to the
Notes.
DLJ will serve as an Agent and be a party to the Distribution
Agreement and shall be entitled to the benefits of all of the provisions of the
Distribution Agreement as if originally named as Agent under the Distribution
Agreement only until the closing relating to the Notes.
In consideration of the Company's appointment of DLJ as a temporary
Agent under the Distribution Agreement in connection with the offering,
issuance and sale of the Notes, DLJ hereby agrees to perform all of the duties
and obligations assumed by an Agent under the Distribution Agreement and agrees
to be bound by and comply with, all of the provisions of the Distribution
Agreement as fully as though it were a signatory to the Distribution Agreement.
If one or more of the Underwriters shall fail at the Settlement Date
to purchase the principal amount of the Notes which it or they are obligated to
purchase under this Terms Agreement (the "Defaulted Securities"), the
non-defaulting Underwriters shall have the right, within 24 hours thereafter,
to make arrangements for one or more of such non-defaulting Underwriters, or
any other underwriters, to purchase all, but not less than all, of the
Defaulted Securities in such amounts as may be agreed upon and upon the terms
set forth herein and in the Distribution Agreement; if, however, such
non-defaulting Underwriters shall not have completed such arrangements within
such 24-hour period, then:
(a) if the principal amount of Defaulted Securities does not
exceed 10% of the aggregate principal amount of the Notes, each of the
non-defaulting Underwriters shall be obligated, severally and not jointly, to
purchase the full amount thereof in the proportions that their respective
underwriting obligations hereunder for the Notes bear to the underwriting
obligations of all non-defaulting Underwriters for the Notes, or
(b) if the principal amount of Defaulted Securities exceeds
10% of the aggregate principal amount of the Notes, this Terms Agreement shall
terminate without liability on the part of any non-defaulting Underwriter.
No action taken pursuant to this Terms Agreement shall relieve any
defaulting Underwriter from liability in respect of its default.
In the event of any such default which does not result in a
termination of this Terms Agreement, either the non-defaulting Underwriters for
the Notes or the Company shall have the right to postpone the Settlement Date
for the Notes for a period not
<PAGE> 4
exceeding seven days in order to effect any required changes in the Prospectus
or in any other documents or arrangements.
The Company hereby authorizes the Underwriters to utilize a selling or
dealer group in connection with the resale of the Notes. The Company agrees
that in connection with the purchase of the Notes by the Agents as principal,
between the date of this Terms Agreement and the Settlement Date with respect
to such purchase, it will not, without prior written consent of the Agents,
offer or sell, or enter into any agreement to sell, any debt securities of the
Company (other than the Notes that are to be sold pursuant to this Terms
Agreement, commercial paper in the ordinary course of business and senior or
subordinated debt securities sold by the Company or its selling agents pursuant
to the Company's existing retain note program).
The following documents will be required by the Underwriters:
(a) Officer's Certificates pursuant to Section 7(b) of the
Distribution Agreement.
(b) Legal Opinion pursuant to Section 7(c) of the
Distribution Agreement.
(c) Comfort Letter pursuant to Section 7(d) of the
Distribution Agreement.
<PAGE> 5
Please accept this offer by signing a copy of this Terms Agreement in
the space set forth below and returning the signed copy to us.
SALOMON BROTHERS INC
By: /s/ PAMELA KENDALL
---------------------------------
Name: Pamela Kendall
Title: Vice President
CS FIRST BOSTON CORPORATION
By: /s/ JOSEPH D. FASHANO
---------------------------------
Name: Joseph D. Fashano
Title: Director
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
By: /s/ KATHERINE MORRIS
---------------------------------
Name: Katherine Morris
Title: Senior Vice President
MERRILL LYNCH, PIERCE, FENNER &
SMITH INCORPORATED
By: /s/ LEE SHAVEL
---------------------------------
Name: Lee Shavel
Title: Vice President
CONFIRMED AND ACCEPTED,
as of the date first written above:
ADVANTA CORP.
By: /s/ DAVID D. WESSELINK
---------------------------------
Name: David D. Wesselink
Title: Senior Vice President and
Chief Financial Officer
<PAGE> 1
EXHIBIT 4.3
[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.
<TABLE>
<CAPTION>
REGISTERED PRINCIPAL AMOUNT
<S> <C> <C>
No. FX CUSIP No. $
--------------- -------------
</TABLE>
ADVANTA CORP.
MEDIUM-TERM NOTE, SERIES B
(Fixed Rate)
ORIGINAL ISSUE DATE: INTEREST RATE: STATED MATURITY DATE:
INTEREST PAYMENT DATES
(IF OTHER THAN JUNE 15
AND DECEMBER 15):
<PAGE> 2
<TABLE>
<S> <C> <C>
INITIAL REDEMPTION INITIAL REDEMPTION ANNUAL REDEMPTION
DATE: PERCENTAGE: PERCENTAGE REDUCTION:
</TABLE>
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
$350,000,000 (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 B (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 $1,000 and integral multiples 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 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
5
<PAGE> 6
$1,000) 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 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
6
<PAGE> 7
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 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.
7
<PAGE> 8
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: David D. Wesselink
Title: Senior Vice President and
Chief Financial Officer
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).
<TABLE>
<S> <C>
$
------------------------- ------------------------------------------
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.
</TABLE>
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<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.
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<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.
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