<PAGE>   1
                                                                     EXHIBIT 4.6

                                 FORMS OF NOTES

             FORM OF CLASS A [FLOATING RATE] [ %] ASSET BACKED NOTE

         UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

         THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF COVENANTS AND AGREES
THAT IT WILL NOT AT ANY TIME INSTITUTE AGAINST THE ISSUER OR THE TRANSFEROR, OR
JOIN IN INSTITUTING AGAINST THE ISSUER OR THE TRANSFEROR, ANY BANKRUPTCY,
REORGANIZATION, ARRANGEMENT, INSOLVENCY OR LIQUIDATION PROCEEDINGS, OR OTHER
PROCEEDINGS UNDER ANY UNITED STATES FEDERAL OR STATE BANKRUPTCY OR SIMILAR LAW.

         THE HOLDER OF THIS CLASS A NOTE, BY ACCEPTANCE OF THIS NOTE, AND EACH
HOLDER OF A BENEFICIAL INTEREST THEREIN, AGREE TO TREAT THE CLASS A NOTES AS
INDEBTEDNESS OF THE ISSUER FOR APPLICABLE FEDERAL, STATE, AND LOCAL INCOME AND
FRANCHISE TAX LAW AND FOR PURPOSES OF ANY OTHER TAX IMPOSED ON, OR MEASURED BY,
INCOME.


                                       -1-
<PAGE>   2
INITIAL OUTSTANDING PRINCIPAL BALANCE REGISTERED                   $__________*

No. R-_________                                            CUSIP NO. __________


                ADVANTA BUSINESS CARD MASTER TRUST SERIES 2000-_

                 CLASS A [FLOATING RATE] [ %] ASSET BACKED NOTE

         Advanta Business Card Master Trust (herein referred to as the "Issuer"
or the "Trust"), a Delaware common law trust governed by a Trust Agreement dated
as of __________, 2000, for value received, hereby promises to pay to
_________________, or registered assigns, subject to the following provisions,
the principal sum of __________________ DOLLARS, or such greater or lesser
amount as determined in accordance with the Indenture, on the Series 2000-_
Final Maturity Date (which is the earlier to occur of (a) the Payment Date on
which the Note Principal Balance is paid in full and (b) the ___________ ____
Payment Date), except as otherwise provided below or in the Indenture. The
Issuer will pay interest on the unpaid principal amount of this Note at the
Class A Note Interest Rate on each Payment Date until the principal amount of
this Note is paid in full. Interest on this Note will accrue for each Payment
Date from and including the most recent Payment Date on which interest has been
paid to but excluding such Payment Date or, for the initial Payment Date, from
and including the Closing Date to but excluding such Payment Date. [Interest
will be computed on the basis of a 360-day year and the actual number of days
elapsed.] Principal of this Note shall be paid in the manner specified on the
reverse hereof.

         The principal of and interest on this Note are payable in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts.

         Reference is made to the further provisions of this Note set forth on
the reverse hereof, which shall have the same effect as though fully set forth
on the face of this Note.

         Unless the certificate of authentication hereon has been executed by or
on behalf of the Indenture Trustee, by manual signature, this Note shall not be
entitled to any benefit under the Indenture or the Indenture Supplement referred
to on the reverse hereof, or be valid for any purpose.



---------------

*        Denominations of $1,000 and integral multiples of $1,000 in excess
         thereof.

                                       -2-
<PAGE>   3
                  IN WITNESS WHEREOF, the Issuer has caused this Class A Note to
be duly executed.

                                  ADVANTA BUSINESS CARD MASTER TRUST,
                                  as Issuer

                                  By: [__________________________], not in its
                                      individual capacity but solely as Owner
                                      Trustee under the Trust Agreement


                                  By:________________________________
                                  Name:
                                  Title:

Dated: ____________, ____

                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION


This is one of the Class A Notes described in the within-mentioned Indenture.

                                   [_____________________________]
                                        as Indenture Trustee


                                   By: __________________________
                                        Authorized Signatory

                                       -3-
<PAGE>   4
                ADVANTA BUSINESS CARD MASTER TRUST SERIES 2000-_

                 CLASS A [FLOATING RATE] [ %] ASSET BACKED NOTE

                         Summary of Terms and Conditions

         This Class A Note is one of a duly authorized issue of Notes of the
Issuer, designated as Advanta Business Card Master Trust, Series 2000-_ (the
"SERIES 2000-_ NOTES"), issued under a Master Indenture dated as of __________
__, 2000 (the "MASTER INDENTURE"), between the Issuer and
[_____________________], as indenture trustee (the "INDENTURE TRUSTEE"), as
supplemented by the Indenture Supplement dated as of __________ __, 2000 (the
"INDENTURE SUPPLEMENT"), and representing the right to receive certain payments
from the Issuer. The term "Indenture," unless the context otherwise requires,
refers to the Master Indenture as supplemented by the Indenture Supplement. The
Notes are subject to all of the terms of the Indenture. All terms used in this
Note that are defined in the Indenture shall have the meanings assigned to them
in or pursuant to the Indenture. In the event of any conflict or inconsistency
between the Indenture and this Note, the Indenture shall control.

         The Class B Notes, the Class C Notes and the Class D Notes will also be
issued under the Indenture.

         The Noteholder, by its acceptance of this Note, agrees that it will
look solely to the property of the Trust allocated to the payment of this Note
for payment hereunder and that the Indenture Trustee is not liable to the
Noteholders for any amount payable under the Note or the Indenture or, except as
expressly provided in the Indenture, subject to any liability under the
Indenture.

         This Note does not purport to summarize the Indenture and reference is
made to the Indenture for the interests, rights and limitations of rights,
benefits, obligations and duties evidenced thereby, and the rights, duties and
immunities of the Indenture Trustee.

         The Class A Note Initial Principal Balance is $[_____________]. The
Class A Note Principal Balance on any date of determination will be an amount
equal to (a) the Class A Note Initial Principal Balance, minus (b) the aggregate
amount of principal payments made to the Class A Noteholders on or prior to such
date.

         The Expected Final Principal Payment Date is the [________________]
Payment Date, but principal with respect to the Class A Notes may be paid
earlier or later under certain circumstances described in the Indenture. If
for one or more months during the Controlled Accumulation Period
there are not sufficient funds to deposit into the Principal Funding Account the
Controlled Deposit Amount, then to the extent that excess funds are not
available on subsequent Payment Dates with respect to the Controlled
Accumulation Period to make up for such shortfalls, the final payment of
principal of the Notes will occur later than the Expected Final Principal
Payment Date. Payments of principal of the Notes shall be payable in accordance

                                       -4-
<PAGE>   5
with the provisions of the Indenture.

         Subject to the terms and conditions of the Indenture, the Transferor
may, from time to time, direct the Owner Trustee, on behalf of the Trust, to
issue one or more new Series of Notes.

         On each Payment Date, the Paying Agent shall distribute to each Class A
Noteholder of record on the related Record Date (except for the final payment in
respect of this Class A Note) such Class A Noteholder's pro rata share of the
amounts held by the Paying Agent that are allocated and available on such
Payment Date to pay interest and principal on the Class A Notes pursuant to the
Indenture Supplement. Except as provided in the Indenture with respect to a
final payment, payments to Series 2000-_ Noteholders shall be made by (i) check
mailed to each Series 2000-_ Noteholder (at such Noteholder's address as it
appears in the Note Register), except that with respect to any Series 2000-_
Notes registered in the name of the nominee of a Clearing Agency, such payment
shall be made in immediately available funds and (ii) without presentation or
surrender of any Series 2000-_ Note or the making of any notation thereon. Final
payment of this Class A Note will be made only upon presentation and surrender
of this Class A Note at the office or agency specified in the notice of final
payment delivered by the Indenture Trustee to the Series 2000-_ Noteholders in
accordance with the Indenture.

         On any day occurring on or after the date on which the outstanding
principal balance of the Series 2000-_ Notes is reduced to [10]% or less of the
initial outstanding principal balance of the Series 2000-_ Notes, the Issuer
shall have the option to redeem the Series 2000-_ Notes, at a purchase price
equal to (i) if such day is a Payment Date, the Reassignment Amount for such
Payment Date or (ii) if such day is not a Payment Date, the Reassignment Amount
for the Payment Date following such day.

         THIS CLASS A NOTE DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST
IN, THE TRANSFEROR, ADVANTA BANK CORP., ADVANTA CORP., OR ANY AFFILIATE OF ANY
OF THEM AND IS NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY OR INSTRUMENTALITY.

            Each Noteholder, by accepting a Note, hereby covenants and agrees
that it will not at any time institute against the Issuer or the Transferor, or
join in instituting against the Issuer or the Transferor, any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings, or other
proceedings under any United States federal or state bankruptcy or similar law.

         Except as otherwise provided in the Indenture Supplement, the Class A
Notes are issuable only in minimum denominations of $1,000 and integral
multiples of $1,000. The transfer of this Class A Note shall be registered in
the Note Register upon surrender of this Class A Note for registration of
transfer at any office or agency maintained by the Transfer Agent and Registrar
accompanied by a written instrument of transfer, in a form satisfactory to the
Indenture Trustee or the Transfer Agent and Registrar, duly executed by the
Class A Noteholder or such Class A Noteholder's attorney, and duly authorized in
writing with such signature guaranteed, and

                                       -5-
<PAGE>   6
thereupon one or more new Class A Notes in any authorized denominations of like
aggregate principal amount will be issued to the designated transferee or
transferees.

         As provided in the Indenture and subject to certain limitations therein
set forth, Class A Notes are exchangeable for new Class A Notes in any
authorized denominations and of like aggregate principal amount, upon surrender
of such Notes to be exchanged at the office or agency of the Transfer Agent and
Registrar. No service charge may be imposed for any such exchange but the Issuer
or Transfer Agent and Registrar may require payment of a sum sufficient to cover
any tax or other governmental charge that may be imposed in connection
therewith.

         The Issuer, the Transferor, the Indenture Trustee and any agent of the
Issuer, the Transferor or the Indenture Trustee shall treat the person in whose
name this Class A Note is registered as the owner hereof for all purposes, and
neither the Issuer, the Transferor, the Indenture Trustee nor any agent of the
Issuer, the Transferor or the Indenture Trustee shall be affected by notice to
the contrary.

         THIS CLASS A NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF [NEW YORK], WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND
THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS.

                                       -6-
<PAGE>   7
                                   ASSIGNMENT

Social Security or other identifying number of assignee ________________________

                  FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto ______________________________ (name and address of assignee) the
within certificate and all rights thereunder, and hereby irrevocably constitutes
and appoints ____________________, attorney, to transfer said certificate on the
books kept for registration thereof, with full power of substitution in the
premises.

Dated: _______________                     _________________________________**
                                           Signature Guaranteed:


________________

         ** The signature to this assignment must correspond with the name of
the registered owner as it appears on the face of the within Note in every
particular, without alteration, enlargement or any change whatsoever.

                                       -7-
<PAGE>   8
             FORM OF CLASS B [FLOATING RATE] [ %] ASSET BACKED NOTE

         UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

         THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF COVENANTS AND AGREES
THAT IT WILL NOT AT ANY TIME INSTITUTE AGAINST THE ISSUER OR THE TRANSFEROR, OR
JOIN IN INSTITUTING AGAINST THE ISSUER OR THE TRANSFEROR, ANY BANKRUPTCY,
REORGANIZATION, ARRANGEMENT, INSOLVENCY OR LIQUIDATION PROCEEDINGS, OR OTHER
PROCEEDINGS UNDER ANY UNITED STATES FEDERAL OR STATE BANKRUPTCY OR SIMILAR LAW.

         THE HOLDER OF THIS CLASS B NOTE, BY ACCEPTANCE OF THIS NOTE, AND EACH
HOLDER OF A BENEFICIAL INTEREST THEREIN, AGREE TO TREAT THE CLASS B NOTES AS
INDEBTEDNESS OF THE ISSUER FOR APPLICABLE FEDERAL, STATE, AND LOCAL INCOME AND
FRANCHISE TAX LAW AND FOR PURPOSES OF ANY OTHER TAX IMPOSED ON, OR MEASURED BY,
INCOME.


                                       -8-
<PAGE>   9
REGISTERED                                                 $___________________*


No. R-____________                                          CUSIP NO. __________

               ADVANTA BUSINESS CARD MASTER TRUST SERIES 2000-___

                 CLASS B [FLOATING RATE] [ %] ASSET BACKED NOTE

         Advanta Business Card Master Trust (herein referred to as the "Issuer"
or the "Trust"), a Delaware common law trust governed by a Trust Agreement dated
as of __________, 2000, for value received, hereby promises to pay to
_________________, or registered assigns, subject to the following provisions,
the principal sum of __________________ DOLLARS, or such greater or lesser
amount as determined in accordance with the Indenture, on the Series 2000-_
Final Maturity Date (which is the earlier to occur of (a) the Payment Date on
which the Note Principal Balance is paid in full and (b) the ___________ ____
Payment Date), except as otherwise provided below or in the Indenture. The
Issuer will pay interest on the unpaid principal amount of this Note at the
Class B Note Interest Rate on each Payment Date until the principal amount of
this Note is paid in full. Interest on this Note will accrue for each Payment
Date from and including the most recent Payment Date on which interest has been
paid to but excluding such Payment Date or, for the initial Payment Date, from
and including the Closing Date to but excluding such Payment Date. [Interest
will be computed on the basis of a 360-day year and the actual number of days
elapsed.] Principal of this Note shall be paid in the manner specified on the
reverse hereof.

         The principal of and interest on this Note are payable in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts.

         Reference is made to the further provisions of this Note set forth on
the reverse hereof, which shall have the same effect as though fully set forth
on the face of this Note.

         Unless the certificate of authentication hereon has been executed by or
on behalf of the Indenture Trustee, by manual signature, this Note shall not be
entitled to any benefit under the Indenture or the Indenture Supplement referred
to on the reverse hereof, or be valid for any purpose.

         THIS CLASS B NOTE IS SUBORDINATED TO THE EXTENT NECESSARY TO FUND
PAYMENTS ON THE CLASS A NOTES TO THE EXTENT SPECIFIED IN THE INDENTURE
SUPPLEMENT.

----------------

         *        Denominations of $1,000 and integral multiples of $1,000 in
                  excess thereof.

                                       -9-
<PAGE>   10
                  IN WITNESS WHEREOF, the Issuer has caused this Class B Note to
be duly executed.

                                   ADVANTA BUSINESS CARD MASTER TRUST,
                                   as Issuer

                                   By: [_____________________], not in its
                                        individual capacity but solely as Owner
                                        Trustee under the Trust Agreement

                                   By: _________________________________________
                                       Name:
                                       Title:

Dated: ____________, ______

                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Class B Notes described in the within-mentioned Indenture.

                                       [_____________________],
                                        as Indenture Trustee

                                   By: _________________________________________
                                       Authorized Signatory

                                      -10-
<PAGE>   11
                 ADVANTA BUSINESS CARD MASTER TRUST SERIES 2000-

                 CLASS B [FLOATING RATE] [ %] ASSET BACKED NOTE

                         Summary of Terms and Conditions

         This Class B Note is one of a duly authorized issue of Notes of the
Issuer, designated as Advanta Business Card Master Trust, Series 2000-_ (the
"SERIES 2000-_ NOTES"), issued under a Master Indenture dated as of __________,
2000 (the "MASTER INDENTURE"), between the Issuer and [_____________________],
as indenture trustee (the "INDENTURE TRUSTEE"), as supplemented by the Indenture
Supplement dated as of __________ __, 200__ (the "INDENTURE SUPPLEMENT"), and
representing the right to receive certain payments from the Issuer. The term
"Indenture," unless the context otherwise requires, refers to the Master
Indenture as supplemented by the Indenture Supplement. The Notes are subject to
all of the terms of the Indenture. All terms used in this Note that are defined
in the Indenture shall have the meanings assigned to them in or pursuant to the
Indenture. In the event of any conflict or inconsistency between the Indenture
and this Note, the Indenture shall control.

         The Class A Notes, the Class C Notes and the Class D Notes will also be
issued under the Indenture.

         The Noteholder, by its acceptance of this Note, agrees that it will
look solely to the property of the Trust allocated to the payment of this Note
for payment hereunder and that the Indenture Trustee is not liable to the
Noteholders for any amount payable under the Note or the Indenture or, except as
expressly provided in the Indenture, subject to any liability under the
Indenture.

         This Note does not purport to summarize the Indenture and reference is
made to the Indenture for the interests, rights and limitations of rights,
benefits, obligations and duties evidenced thereby, and the rights, duties and
immunities of the Indenture Trustee.

         The Class B Note Initial Principal Balance is $[___________].

         The Class B Note Principal Balance on any date of determination will be
an amount equal to (a) the Class B Note Initial Principal Balance, minus (b) the
aggregate amount of principal payments made to the Class B Noteholders on or
prior to such date.

         The Expected Final Principal Payment Date is the [________________]
Payment Date, but principal with respect to the Class B Notes may be paid
earlier or later under certain circumstances described in the Indenture. If for
one or more months during the Controlled Accumulation Period there are not
sufficient funds to deposit into the Principal Funding Account the Controlled
Deposit Amount, then to the extent that excess funds are not available on
subsequent Payment Dates with respect to the Controlled Accumulation Period to
make up for

                                      -11-
<PAGE>   12
such shortfalls, the final payment of principal of the Notes will occur later
than the Expected Final Principal Payment Date. Payments of principal of the
Notes shall be payable in accordance with the provisions of the Indenture.

         Subject to the terms and conditions of the Indenture, the Transferor
may, from time to time, direct the Owner Trustee, on behalf of the Trust, to
issue one or more new Series of Notes.

         On each Payment Date, the Paying Agent shall distribute to each Class B
Noteholder of record on the related Record Date (except for the final payment in
respect of this Class B Note) such Class B Noteholder's pro rata share of the
amounts held by the Paying Agent that are allocated and available on such
Payment Date to pay interest and principal on the Class B Notes pursuant to the
Indenture Supplement. Except as provided in the Indenture with respect to a
final payment, payments to Series 2000-_ Noteholders shall be made by (i) check
mailed to each Series 2000-_ Noteholder (at such Noteholder's address as it
appears in the Note Register), except that with respect to any Series 2000-_
Notes registered in the name of the nominee of a Clearing Agency, such payment
shall be made in immediately available funds and (ii) without presentation or
surrender of any Series 2000-_ Note or the making of any notation thereon. Final
payment of this Class B Note will be made only upon presentation and surrender
of this Class B Note at the office or agency specified in the notice of final
payment delivered by the Indenture Trustee to the Series 2000-_ Noteholders in
accordance with the Indenture.

         On any day occurring on or after the date on which the outstanding
principal balance of the Series 2000-_ Notes is reduced to [10]% or less of the
initial outstanding principal balance of the Series 2000-_ Notes, the Issuer
shall have the option to redeem the Series 2000-_ Notes, at a purchase price
equal to (i) if such day is a Payment Date, the Reassignment Amount for such
Payment Date or (ii) if such day is not a Payment Date, the Reassignment Amount
for the Payment Date following such day.

         THIS CLASS B NOTE DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST
IN, THE TRANSFEROR, ADVANTA BANK CORP., ADVANTA CORP., OR ANY AFFILIATE OF ANY
OF THEM AND IS NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY OR INSTRUMENTALITY.

         Each Noteholder, by accepting a Note, hereby covenants and agrees that
it will not at any time institute against the Issuer or the Transferor, or join
in instituting against the Issuer or the Transferor, any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings, or other
proceedings under any United States federal or state bankruptcy or similar law.

         Except as otherwise provided in the Indenture Supplement, the Class B
Notes are issuable only in minimum denominations of $1,000 and integral
multiples of $1,000. The transfer of this Class B Note shall be registered in
the Note Register upon surrender of this Class B Note for registration of
transfer at any office or agency maintained by the Transfer Agent and Registrar

                                      -12-
<PAGE>   13
accompanied by a written instrument of transfer, in a form satisfactory to the
Indenture Trustee or the Transfer Agent and Registrar, duly executed by the
Class B Noteholder or such Class B Noteholder's attorney, and duly authorized in
writing with such signature guaranteed, and thereupon one or more new Class B
Notes in any authorized denominations of like aggregate principal amount will be
issued to the designated transferee or transferees.

         As provided in the Indenture and subject to certain limitations therein
set forth, Class B Notes are exchangeable for new Class B Notes in any
authorized denominations and of like aggregate principal amount, upon surrender
of such Notes to be exchanged at the office or agency of the Transfer Agent and
Registrar. No service charge may be imposed for any such exchange but the Issuer
or Transfer Agent and Registrar may require payment of a sum sufficient to cover
any tax or other governmental charge that may be imposed in connection
therewith.

         The Issuer, the Transferor, the Indenture Trustee and any agent of the
Issuer, the Transferor or the Indenture Trustee shall treat the person in whose
name this Class B Note is registered as the owner hereof for all purposes, and
neither the Issuer, the Transferor, the Indenture Trustee nor any agent of the
Issuer, the Transferor or the Indenture Trustee shall be affected by notice to
the contrary.

         THIS CLASS B NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF [NEW YORK], WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND
THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS.

                                      -13-
<PAGE>   14
                                   ASSIGNMENT

Social Security or other identifying number of assignee _______________________.

         FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto

                      [____________________________________
                         (name and address of assignee)

the within certificate and all rights thereunder, and hereby irrevocably
constitutes and appoints ____________________, attorney, to transfer said
certificate on the books kept for registration thereof, with full power of
substitution in the premises.

Dated: __________, _____                               _______________________**
                                                        Signature Guaranteed:

























---------------

         ** The signature to this assignment must correspond with the name of
the registered owner as it appears on the face of the within Note in every
particular, without alteration, enlargement or any change whatsoever.

                                      -14-
<PAGE>   15
             FORM OF CLASS C [FLOATING RATE] [ %] ASSET BACKED NOTE

         UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

         THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF COVENANTS AND AGREES
THAT IT WILL NOT AT ANY TIME INSTITUTE AGAINST THE ISSUER OR THE TRANSFEROR, OR
JOIN IN INSTITUTING AGAINST THE ISSUER OR THE TRANSFEROR, ANY BANKRUPTCY,
REORGANIZATION, ARRANGEMENT, INSOLVENCY OR LIQUIDATION PROCEEDINGS, OR OTHER
PROCEEDINGS UNDER ANY UNITED STATES FEDERAL OR STATE BANKRUPTCY OR SIMILAR LAW.

         THE HOLDER OF THIS CLASS C NOTE, BY ACCEPTANCE OF THIS NOTE, AND EACH
HOLDER OF A BENEFICIAL INTEREST THEREIN, AGREE TO TREAT THE CLASS C NOTES AS
INDEBTEDNESS OF THE ISSUER FOR APPLICABLE FEDERAL, STATE, AND LOCAL INCOME AND
FRANCHISE TAX LAW AND FOR PURPOSES OF ANY OTHER TAX IMPOSED ON, OR MEASURED BY,
INCOME.

REGISTERED                                           $_______________ *
No. R-__________                                     CUSIP NO. __________













_______________

         *        Denominations of $1,000 and integral multiples of $1,000 in
                  excess thereof.

                                      -15-
<PAGE>   16
                 ADVANTA BUSINESS CARD MASTER TRUST SERIES 2000-

                 CLASS C [FLOATING RATE] [ %] ASSET BACKED NOTE

         Advanta Business Card Master Trust (herein referred to as the "Issuer"
or the "Trust"), a Delaware common law trust governed by a Trust Agreement dated
as of __________, 2000, for value received, hereby promises to pay to
_________________, or registered assigns, subject to the following provisions,
the principal sum of __________________ DOLLARS, or such greater or lesser
amount as determined in accordance with the Indenture, on the Series 2000-_
Final Maturity Date (which is the earlier to occur of (a) the Payment Date on
which the Note Principal Balance is paid in full and (b) the __________ ____
Payment Date), except as otherwise provided below or in the Indenture. The
Issuer will pay interest on the unpaid principal amount of this Note at the
Class C Note Interest Rate on each Payment Date until the principal amount of
this Note is paid in full. Interest on this Note will accrue for each Payment
Date from and including the most recent Payment Date on which interest has been
paid to but excluding such Payment Date or, for the initial Payment Date, from
and including the Closing Date to but excluding such Payment Date. [Interest
will be computed on the basis of a 360-day year and the actual number of days
elapsed.] Principal of this Note shall be paid in the manner specified on the
reverse hereof.

         The principal of and interest on this Note are payable in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts.

         Reference is made to the further provisions of this Note set forth on
the reverse hereof, which shall have the same effect as though fully set forth
on the face of this Note.

         Unless the certificate of authentication hereon has been executed by or
on behalf of the Indenture Trustee, by manual signature, this Note shall not be
entitled to any benefit under the Indenture or the Indenture Supplement referred
to on the reverse hereof, or be valid for any purpose.

         THIS CLASS C NOTE IS SUBORDINATED TO THE EXTENT NECESSARY TO FUND
PAYMENTS ON THE CLASS A AND CLASS B NOTES TO THE EXTENT SPECIFIED IN THE
INDENTURE SUPPLEMENT.

         IN WITNESS WHEREOF, the Issuer has caused this Class C Note to be duly
executed.

                                        ADVANTA BUSINESS CARD MASTER TRUST,
                                        as Issuer

                                        By: [_____________________], not in its
                                             individual capacity but solely as
                                             Owner Trustee under the Trust
                                             Agreement

                                      -16-
<PAGE>   17
                                        By: ____________________________________
                                        Name:
                                        Title:

Dated:   __________, ____

                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

         This is one of the Class C Notes described in the within-mentioned
Indenture.

                                           [_____________________],
                                            as Indenture Trustee

                                           By: _________________________________
                                                    Authorized Signatory

                                      -17-
<PAGE>   18
                 ADVANTA BUSINESS CARD MASTER TRUST SERIES 2000-

                 CLASS C [FLOATING RATE] [ %] ASSET BACKED NOTE

                         Summary of Terms and Conditions

         This Class C Note is one of a duly authorized issue of Notes of the
Issuer, designated as Advanta Business Card Master Trust, Series 2000-_ (the
"SERIES 2000-_ NOTES"), issued under a Master Indenture dated as of __________,
2000 (the "MASTER INDENTURE"), between the Issuer and [_____________________],
as indenture trustee (the "INDENTURE TRUSTEE"), as supplemented by the Indenture
Supplement dated as of __________ __, 2000 (the "INDENTURE SUPPLEMENT"), and
representing the right to receive certain payments from the Issuer. The term
"Indenture," unless the context otherwise requires, refers to the Master
Indenture as supplemented by the Indenture Supplement. The Notes are subject to
all of the terms of the Indenture. All terms used in this Note that are defined
in the Indenture shall have the meanings assigned to them in or pursuant to the
Indenture. In the event of any conflict or inconsistency between the Indenture
and this Note, the Indenture shall control.

         The Class A Notes, the Class B Notes and the Class D Notes will also be
issued under the Indenture.

         The Noteholder, by its acceptance of this Note, agrees that it will
look solely to the property of the Trust allocated to the payment of this Note
for payment hereunder and that the Indenture Trustee is not liable to the
Noteholders for any amount payable under the Note or the Indenture or, except as
expressly provided in the Indenture, subject to any liability under the
Indenture.

         This Note does not purport to summarize the Indenture and reference is
made to the Indenture for the interests, rights and limitations of rights,
benefits, obligations and duties evidenced thereby, and the rights, duties and
immunities of the Indenture Trustee.

         The Class C Note Initial Principal Balance is $[___________].

         The Class C Note Principal Balance on any date of determination will be
an amount equal to (a) the Class C Note Initial Principal Balance, minus (b) the
aggregate amount of principal payments made to the Class C Noteholders on or
prior to such date.

         The Expected Final Principal Payment Date is the [_________________]
Payment Date, but principal with respect to the Class C Notes may be paid
earlier or later under certain circumstances described in the Indenture. If for
one or more months during the Controlled Accumulation Period there are not
sufficient funds to deposit into the Principal Funding Account the Controlled
Deposit Amount, then to the extent that excess funds are not available on
subsequent Payment Dates with respect to the Controlled Accumulation Period to
make up for such shortfalls, the final payment of principal of the Notes will
occur later than the Expected Final

                                      -18-
<PAGE>   19
Principal Payment Date. Payments of principal of the Notes shall be payable in
accordance with the provisions of the Indenture.

         Subject to the terms and conditions of the Indenture, the Transferor
may, from time to time, direct the Owner Trustee, on behalf of the Trust, to
issue one or more new Series of Notes.

         On each Payment Date, the Paying Agent shall distribute to each Class C
Noteholder of record on the related Record Date (except for the final payment in
respect of this Class C Note) such Class C Noteholder's pro rata share of the
amounts held by the Paying Agent that are allocated and available on such
Payment Date to pay interest and principal on the Class C Notes pursuant to the
Indenture Supplement. Except as provided in the Indenture with respect to a
final payment, payments to Series 2000-_ Noteholders shall be made by (i) check
mailed to each Series 2000-_ Noteholder (at such Noteholder's address as it
appears in the Note Register), except that with respect to any Series 2000-_
Notes registered in the name of the nominee of a Clearing Agency, such payment
shall be made in immediately available funds and (ii) without presentation or
surrender of any Series 2000-_ Note or the making of any notation thereon. Final
payment of this Class C Note will be made only upon presentation and surrender
of this Class C Note at the office or agency specified in the notice of final
payment delivered by the Indenture Trustee to the Series 2000-_ Noteholders in
accordance with the Indenture.

         On any day occurring on or after the date on which the outstanding
principal balance of the Series 2000-_ Notes is reduced to [10]% or less of the
initial outstanding principal balance of the Series 2000-_ Notes, the Issuer
shall have the option to redeem the Series 2000-_ Notes, at a purchase price
equal to (i) if such day is a Payment Date, the Reassignment Amount for such
Payment Date or (ii) if such day is not a Payment Date, the Reassignment Amount
for the Payment Date following such day.

         THIS CLASS C NOTE DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST
IN, THE TRANSFEROR, ADVANTA BANK CORP., ADVANTA CORP., OR ANY AFFILIATE OF ANY
OF THEM AND IS NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY OR INSTRUMENTALITY.

         Each Noteholder, by accepting a Note, hereby covenants and agrees that
it will not at any time institute against the Issuer or the Transferor, or join
in instituting against the Issuer or the Transferor, any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings, or other
proceedings under any United States federal or state bankruptcy or similar law.

         Except as otherwise provided in the Indenture Supplement, the Class C
Notes are issuable only in minimum denominations of $1,000 and integral
multiples of $1,000. The transfer of this Class C Note shall be registered in
the Note Register upon surrender of this Class C Note for registration of
transfer at any office or agency maintained by the Transfer Agent and Registrar
accompanied by a written instrument of transfer, in a form satisfactory to the
Indenture Trustee or the Transfer Agent and Registrar, duly executed by the
Class C Noteholder or such Class C

                                      -19-
<PAGE>   20
Noteholder's attorney, and duly authorized in writing with such signature
guaranteed, and thereupon one or more new Class C Notes in any authorized
denominations of like aggregate principal amount will be issued to the
designated transferee or transferees.

         As provided in the Indenture and subject to certain limitations therein
set forth, Class C Notes are exchangeable for new Class C Notes in any
authorized denominations and of like aggregate principal amount, upon surrender
of such Notes to be exchanged at the office or agency of the Transfer Agent and
Registrar. No service charge may be imposed for any such exchange but the Issuer
or Transfer Agent and Registrar may require payment of a sum sufficient to cover
any tax or other governmental charge that may be imposed in connection
therewith.

         The Issuer, the Transferor, the Indenture Trustee and any agent of the
Issuer, the Transferor or the Indenture Trustee shall treat the person in whose
name this Class C Note is registered as the owner hereof for all purposes, and
neither the Issuer, the Transferor, the Indenture Trustee nor any agent of the
Issuer, the Transferor or the Indenture Trustee shall be affected by notice to
the contrary.

         THIS CLASS C NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS.

                                      -20-
<PAGE>   21
                                   ASSIGNMENT

Social Security or other identifying number of assignee ________________________

         FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto

                     [____________________________________]
                         (name and address of assignee)

the within certificate and all rights thereunder, and hereby irrevocably
constitutes and appoints ____________________, attorney, to transfer said
certificate on the books kept for registration thereof, with full power of
substitution in the premises.

Dated: __________, ____                      _________________________________**
                                                Signature Guaranteed:























_______________

         ** The signature to this assignment must correspond with the name of
the registered owner as it appears on the face of the within Note in every
particular, without alteration, enlargement or any change whatsoever.

                                      -21-
<PAGE>   22
             FORM OF CLASS D [FLOATING RATE] [ %] ASSET BACKED NOTE

         UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

         THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF COVENANTS AND AGREES
THAT IT WILL NOT AT ANY TIME INSTITUTE AGAINST THE ISSUER OR THE TRANSFEROR, OR
JOIN IN INSTITUTING AGAINST THE ISSUER OR THE TRANSFEROR, ANY BANKRUPTCY,
REORGANIZATION, ARRANGEMENT, INSOLVENCY OR LIQUIDATION PROCEEDINGS, OR OTHER
PROCEEDINGS UNDER ANY UNITED STATES FEDERAL OR STATE BANKRUPTCY OR SIMILAR LAW.

         THE HOLDER OF THIS CLASS D NOTE, BY ACCEPTANCE OF THIS NOTE, AND EACH
HOLDER OF A BENEFICIAL INTEREST THEREIN, AGREE TO TREAT THE CLASS D NOTES AS
INDEBTEDNESS OF THE ISSUER FOR APPLICABLE FEDERAL, STATE, AND LOCAL INCOME AND
FRANCHISE TAX LAW AND FOR PURPOSES OF ANY OTHER TAX IMPOSED ON, OR MEASURED BY,
INCOME.

REGISTERED                                           $_______________ *
No. R-__________                                     CUSIP NO. __________













_______________

         *        Denominations of $1,000 and integral multiples of $1,000 in
                  excess thereof.

                                      -22-
<PAGE>   23
                 ADVANTA BUSINESS CARD MASTER TRUST SERIES 2000-

                 CLASS D [FLOATING RATE] [ %] ASSET BACKED NOTE

         Advanta Business Card Master Trust (herein referred to as the "Issuer"
or the "Trust"), a Delaware common law trust governed by a Trust Agreement dated
as of __________, 2000, for value received, hereby promises to pay to
_________________, or registered assigns, subject to the following provisions,
the principal sum of __________________ DOLLARS, or such greater or lesser
amount as determined in accordance with the Indenture, on the Series 2000-_
Final Maturity Date (which is the earlier to occur of (a) the Payment Date on
which the Note Principal Balance is paid in full and (b) the __________ ____
Payment Date), except as otherwise provided below or in the Indenture. The
Issuer will pay interest on the unpaid principal amount of this Note at the
Class D Note Interest Rate on each Payment Date until the principal amount of
this Note is paid in full. Interest on this Note will accrue for each Payment
Date from and including the most recent Payment Date on which interest has been
paid to but excluding such Payment Date or, for the initial Payment Date, from
and including the Closing Date to but excluding such Payment Date. [Interest
will be computed on the basis of a 360-day year and the actual number of days
elapsed.] Principal of this Note shall be paid in the manner specified on the
reverse hereof.

         The principal of and interest on this Note are payable in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts.

         Reference is made to the further provisions of this Note set forth on
the reverse hereof, which shall have the same effect as though fully set forth
on the face of this Note.

         Unless the certificate of authentication hereon has been executed by or
on behalf of the Indenture Trustee, by manual signature, this Note shall not be
entitled to any benefit under the Indenture or the Indenture Supplement referred
to on the reverse hereof, or be valid for any purpose.

         THIS CLASS D NOTE IS SUBORDINATED TO THE EXTENT NECESSARY TO FUND
PAYMENTS ON THE CLASS A, CLASS B NOTES AND THE CLASS C NOTES TO THE EXTENT
SPECIFIED IN THE INDENTURE SUPPLEMENT.

         IN WITNESS WHEREOF, the Issuer has caused this Class D Note to be duly
executed.

                                    ADVANTA BUSINESS CARD MASTER TRUST,
                                    as Issuer

                                    By: [_____________________], not in its
                                         individual capacity but solely as Owner
                                         Trustee under the Trust Agreement

                                      -23-
<PAGE>   24
                                    By: ________________________________________
                                    Name:
                                    Title:

Dated:   __________, ____

                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

         This is one of the Class D Notes described in the within-mentioned
Indenture.

                                        [_____________________],
                                         as Indenture Trustee

                                    By: ________________________________________
                                                 Authorized Signatory

                                      -24-
<PAGE>   25
                 ADVANTA BUSINESS CARD MASTER TRUST SERIES 2000-

                 CLASS D [FLOATING RATE] [ %] ASSET BACKED NOTE

                         Summary of Terms and Conditions

         This Class D Note is one of a duly authorized issue of Notes of the
Issuer, designated as Advanta Business Card Master Trust, Series 2000-_ (the
"SERIES 2000-_ NOTES"), issued under a Master Indenture dated as of __________,
2000 (the "MASTER INDENTURE"), between the Issuer and [_____________________],
as indenture trustee (the "INDENTURE TRUSTEE"), as supplemented by the Indenture
Supplement dated as of __________ __, 2000 (the "INDENTURE SUPPLEMENT"), and
representing the right to receive certain payments from the Issuer. The term
"Indenture," unless the context otherwise requires, refers to the Master
Indenture as supplemented by the Indenture Supplement. The Notes are subject to
all of the terms of the Indenture. All terms used in this Note that are defined
in the Indenture shall have the meanings assigned to them in or pursuant to the
Indenture. In the event of any conflict or inconsistency between the Indenture
and this Note, the Indenture shall control.

         The Class A Notes, the Class B Notes and the Class C Notes will also be
issued under the Indenture.

         The Noteholder, by its acceptance of this Note, agrees that it will
look solely to the property of the Trust allocated to the payment of this Note
for payment hereunder and that the Indenture Trustee is not liable to the
Noteholders for any amount payable under the Note or the Indenture or, except as
expressly provided in the Indenture, subject to any liability under the
Indenture.

         This Note does not purport to summarize the Indenture and reference is
made to the Indenture for the interests, rights and limitations of rights,
benefits, obligations and duties evidenced thereby, and the rights, duties and
immunities of the Indenture Trustee.

         The Class D Note Initial Principal Balance is $[___________].

         The Class D Note Principal Balance on any date of determination will be
an amount equal to (a) the Class D Note Initial Principal Balance, minus (b) the
aggregate amount of principal payments made to the Class D Noteholders on or
prior to such date.

         The Expected Final Principal Payment Date is the [_________________]
Payment Date, but principal with respect to the Class D Notes may be paid
earlier or later under certain circumstances described in the Indenture. If for
one or more months during the Controlled Accumulation Period there are not
sufficient funds to deposit into the Principal Funding Account the Controlled
Deposit Amount, then to the extent that excess funds are not available on
subsequent Payment Dates with respect to the Controlled Accumulation Period to
make up for such shortfalls, the final payment of principal of the Notes will
occur later than the Expected Final

                                      -25-
<PAGE>   26
Principal Payment Date. Payments of principal of the Notes shall be payable in
accordance with the provisions of the Indenture.

         Subject to the terms and conditions of the Indenture, the Transferor
may, from time to time, direct the Owner Trustee, on behalf of the Trust, to
issue one or more new Series of Notes.

         On each Payment Date, the Paying Agent shall distribute to each Class D
Noteholder of record on the related Record Date (except for the final payment in
respect of this Class D Note) such Class D Noteholder's pro rata share of the
amounts held by the Paying Agent that are allocated and available on such
Payment Date to pay interest and principal on the Class D Notes pursuant to the
Indenture Supplement. Except as provided in the Indenture with respect to a
final payment, payments to Series 2000-_ Noteholders shall be made by (i) check
mailed to each Series 2000-_ Noteholder (at such Noteholder's address as it
appears in the Note Register), except that with respect to any Series 2000-_
Notes registered in the name of the nominee of a Clearing Agency, such payment
shall be made in immediately available funds and (ii) without presentation or
surrender of any Series 2000-_ Note or the making of any notation thereon. Final
payment of this Class D Note will be made only upon presentation and surrender
of this Class D Note at the office or agency specified in the notice of final
payment delivered by the Indenture Trustee to the Series 2000-_ Noteholders in
accordance with the Indenture.

         On any day occurring on or after the date on which the outstanding
principal balance of the Series 2000-_ Notes is reduced to [10]% or less of the
initial outstanding principal balance of the Series 2000-_ Notes, the Issuer
shall have the option to redeem the Series 2000-_ Notes, at a purchase price
equal to (i) if such day is a Payment Date, the Reassignment Amount for such
Payment Date or (ii) if such day is not a Payment Date, the Reassignment Amount
for the Payment Date following such day.

         THIS CLASS D NOTE DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST
IN, THE TRANSFEROR, ADVANTA BANK CORP., ADVANTA CORP., OR ANY AFFILIATE OF ANY
OF THEM AND IS NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY OR INSTRUMENTALITY.

         Each Noteholder, by accepting a Note, hereby covenants and agrees that
it will not at any time institute against the Issuer or the Transferor, or join
in instituting against the Issuer or the Transferor, any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings, or other
proceedings under any United States federal or state bankruptcy or similar law.

         Except as otherwise provided in the Indenture Supplement, the Class D
Notes are issuable only in minimum denominations of $1,000 and integral
multiples of $1,000. The transfer of this Class D Note shall be registered in
the Note Register upon surrender of this Class D Note for registration of
transfer at any office or agency maintained by the Transfer Agent and Registrar
accompanied by a written instrument of transfer, in a form satisfactory to the
Indenture Trustee or the Transfer Agent and Registrar, duly executed by the
Class D Noteholder or such Class D

                                      -26-
<PAGE>   27
Noteholder's attorney, and duly authorized in writing with such signature
guaranteed, and thereupon one or more new Class D Notes in any authorized
denominations of like aggregate principal amount will be issued to the
designated transferee or transferees.

         As provided in the Indenture and subject to certain limitations therein
set forth, Class D Notes are exchangeable for new Class D Notes in any
authorized denominations and of like aggregate principal amount, upon surrender
of such Notes to be exchanged at the office or agency of the Transfer Agent and
Registrar. No service charge may be imposed for any such exchange but the Issuer
or Transfer Agent and Registrar may require payment of a sum sufficient to cover
any tax or other governmental charge that may be imposed in connection
therewith.

         The Issuer, the Transferor, the Indenture Trustee and any agent of the
Issuer, the Transferor or the Indenture Trustee shall treat the person in whose
name this Class D Note is registered as the owner hereof for all purposes, and
neither the Issuer, the Transferor, the Indenture Trustee nor any agent of the
Issuer, the Transferor or the Indenture Trustee shall be affected by notice to
the contrary.

         THIS CLASS D NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF [NEW YORK], WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND
THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS.

                                      -27-
<PAGE>   28
                                   ASSIGNMENT

Social Security or other identifying number of assignee ________________________

         FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto

                     [____________________________________]
                         (name and address of assignee)

the within certificate and all rights thereunder, and hereby irrevocably
constitutes and appoints ____________________, attorney, to transfer said
certificate on the books kept for registration thereof, with full power of
substitution in the premises.

Dated: __________, ____                      _________________________________**
                                                 Signature Guaranteed:
























_______________
         ** The signature to this assignment must correspond with the name of
the registered owner as it appears on the face of the within Note in every
particular, without alteration, enlargement or any change whatsoever.

                                      -28-