**Exhibit4.5**RECEIVABLES PURCHASE AGREEMENT**between**ADVANTA BANK CORP.**and**ADVANTA BUSINESS RECEIVABLES CORP.**Dated as of August 1, 2000
 

 
**Table of Contents**       PageARTICLE I DEFINITIONS  1      Section 1.01 Definitions  1 Section 1.02 Other Definitional Provisions  4      ARTICLE II PURCHASE AND CONVEYANCE OF RECEIVABLES  6      Section 2.01 Purchase  6 Section 2.02 Inclusion of Additional Designated Accounts  7 Section 2.03 Representations and Warranties  9 Section 2.04 Delivery of Documents  9 Section 2.05 Removal of Accounts  9      ARTICLE III CONSIDERATION AND PAYMENT  11      Section 3.01 Purchase Price  11 Section 3.02 Adjustments for Miscellaneous Credits and Fraudulent Charges  11      ARTICLE IV REPRESENTATIONS AND WARRANTIES  12      Section 4.01 Representations and Warranties of ABC Relating to ABC  12 Section 4.02 Representations and Warranties of ABC Relating to the Agreement and the Receivables  13 Section 4.03 Representations and Warranties of ABRC  15      ARTICLE V COVENANTS  17      Section 5.01 Covenants of ABC  17      ARTICLE VI REPURCHASE OBLIGATION  20      Section 6.01 Reassignment of Ineligible Receivables  20 Section 6.02 Reassignment  20      ARTICLE VII CONDITIONS PRECEDENT  22      Section 7.01 Conditions to ABRC’s Obligations Regarding Initial Receivables  22 Section 7.02 Conditions Precedent to ABC’s Obligations  22      ARTICLE VIII TERM AND PURCHASE TERMINATION  24      Section 8.01 Term  24 Section 8.02 Purchase Termination  24      ARTICLE IX MISCELLANEOUS PROVISIONS  25      Section 9.01 Amendment  25 
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       PageSection 9.02 Governing Law  25 Section 9.03 Notices  25 Section 9.04 Severability of Provisions  25 Section 9.05 Assignment  26 Section 9.06 Acknowledgment and Agreement of ABC  26 Section 9.07 Further Assurances  26 Section 9.08 No Waiver; Cumulative Remedies  26 Section 9.09 Counterparts  27 Section 9.10 Binding Agreement; Third-Party Beneficiaries  27 Section 9.11 Merger and Integration  27 Section 9.12 Headings  27 Section 9.13 Schedules and Exhibits  27 Section 9.14 Survival of Representations and Warranties  27 Section 9.15 Nonpetition Covenant  27 
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     RECEIVABLES PURCHASE AGREEMENT, dated as of August 1, 2000, by and between ADVANTA BANK CORP.,a Utah industrial loan corporation (“ABC”), and ADVANTA BUSINESS RECEIVABLES CORP., a Nevadacorporation (“ABRC”).WITNESSETH:     WHEREAS, ABRC desires to purchase, from time to time, certain Receivables (hereinafterdefined) arising under certain credit card accounts of ABC;     WHEREAS, ABRC may in the future desire to purchase, from time to time, certain Receivablessold to ABC by another Account Owner (hereinafter defined) and arising under certain credit cardaccounts of such Account Owner;     WHEREAS, ABC desires to sell and assign, from time to time, certain Receivables to ABRC uponthe terms and conditions hereinafter set forth;     WHEREAS, it is contemplated that the Receivables purchased hereunder will be transferred byABRC to the Trust (hereinafter defined) in connection with the issuance of certain Securities(hereinafter defined); and     WHEREAS, ABC agrees that all representations, warranties, covenants and agreements made by ABCherein with respect to the Designated Accounts (hereinafter defined) and Receivables shall also befor the benefit of the Owner Trustee (hereinafter defined), the Indenture Trustee (hereinafterdefined) and all beneficiaries of the Trust, including the holders of the Securities.NOW,THEREFORE, it is hereby agreed by and between ABC and ABRC as follows:ARTICLE IDEFINITIONS     Section 1.01 Definitions. All capitalized terms used herein or in any certificate,document, or Conveyance Paper (hereinafter defined) made or delivered pursuant hereto, and notdefined herein or therein, shall have the meaning ascribed thereto in the Transfer and ServicingAgreement (hereinafter defined), the Trust Agreement (hereinafter defined) or the Indenture(hereinafter defined); in addition, the following words and phrases shall have the followingmeanings:     “ABC” shall mean Advanta Bank Corp., a Utah industrial loan corporation, and itssuccessors and permitted assigns.     “ABRC” shall mean Advanta Business Receivables Corp., a Nevada corporation, and itssuccessors and permitted assigns.
 

 
     “Account” shall mean each MasterCard1 and VISA1 accountestablished pursuant to a Credit Card Agreement between ABC or any other Account Owner and anyPerson.     “Account Owner” shall mean ABC or any Affiliate of ABC which is the issuer of thecredit card relating to an Account pursuant to a Credit Card Agreement.     “Addition Date” shall mean with respect to Additional Designated Accounts, the date onwhich such Additional Designated Accounts become Designated Accounts pursuant to an AdditionalDesignated Account Assignment.     “Additional Cut-Off Date” shall mean with respect to Additional Designated Accounts,the date specified in the related Additional Designated Account Assignment.     “Additional Designated Account” shall mean each additional Designated Account, theReceivables of which are sold to ABRC pursuant to Section 2.02.     “Additional Designated Account Assignment” shall mean a written assignmentsubstantially in the form of Exhibit A hereto pursuant to which ABC designates and assignsAdditional Designated Accounts.     “Agreement” shall mean this Receivables Purchase Agreement and all amendments hereofand supplements hereto.     “Closing Date” shall mean August 18, 2000.     “Conveyance” shall have the meaning specified in subsection 2.01(a).     “Conveyance Papers” shall have the meaning specified in subsection 4.01(c).     “Debtor Relief Laws” shall mean (i) the Bankruptcy Code of the United States ofAmerica and (ii) all other applicable liquidation, conservatorship, bankruptcy, moratorium,rearrangement, receivership, insolvency, reorganization, suspension of payments, readjustment ofdebt, marshalling of assets or similar debtor relief laws of the United States, any state or anyforeign country from time to time in effect affecting the rights of creditors generally.     “Designated Account” shall mean (a) each Account, which account is identified byaccount number and by the Receivables balance as of the Initial Cut-Off Date or the applicableAdditional Cut-Off Date, as the case may be, in the computer file or microfiche list delivered toABRC by ABC on the Closing Date or any applicable Addition Date, as the case may be, (b) eachRelated Account, and (c) each account into which a Designated Account shall be transferred (a“Transferred Account”); provided that (i) such transfer was made in accordance with the Credit CardGuidelines and (ii) such account can be traced or identified as an account 1 MasterCard and VISA are registered trademarks ofMasterCard International Incorporated and of VISA U.S.A., Inc., respectively.
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into which a Designated Account has been transferred, but shall exclude (e) any Account that(x) after the Removal Date, the newly generated Receivables in which shall not be assigned to ABRChereunder, (y) the right, title and interest of ABRC in the Receivables in which are reassigned toABC pursuant to Section 6.01 or (z) the right, title and interest of the Trust in the Receivablesin which are assigned and transferred to the Servicer pursuant to Section 3.03 of the Transfer andServicing Agreement.     “Eligible Receivable” shall have the meaning set forth in the Transfer and ServicingAgreement, except that “ABC” shall be substituted for each occurrence of “Transferor,” “ABRC” shallbe substituted for each occurrence of “Trust,” and all references to the Notes shall be ignored.     “Finance Charge and Administrative Receivables” shall mean all Receivables in theDesignated Accounts which would be treated as “Finance Charge and Administrative Receivables” inaccordance with the definition for such term in the Transfer and Servicing Agreement.     “Indenture” shall mean the Master Indenture between the Trust and the IndentureTrustee, dated as of August 1, 2000, as supplemented by Indenture Supplements applicable to anySeries that may be issued from time to time.     “Indenture Supplement” shall mean the indenture supplement pursuant to which a Seriesis issued.     “Indenture Trustee” shall mean Bankers Trust Company, a New York banking corporation,in its capacity as indenture trustee, or any successor indenture trustee.     “Initial Designated Account” shall mean any Account designated as a “DesignatedAccount” hereunder on the Closing Date.     “Initial Cut-Off Date” shall mean August 1, 2000.     “Insolvency Event” shall have the meaning specified in Section 8.02.     “Interchange” shall mean interchange fees payable to ABC or any other Account Owner,in its capacity as credit card issuer, through VISA or MasterCard in connection with cardholdercharges for goods or services with respect to the Accounts, as calculated pursuant to the relatedIndenture Supplement for any Series.     “Obligor” shall mean, with respect to each Account, each Person that would be treatedas an “Obligor” in accordance with the definition for such term in the Transfer and ServicingAgreement.     “Owner Trustee” shall mean Wilmington Trust Company, a Delaware banking corporation,the institution executing the Trust Agreement as and acting in the capacity of Owner
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Trustee thereunder, or its successor in interest, or any successor trustee appointed asprovided in the Trust Agreement.     “Principal Receivables” shall mean all Receivables in the Accounts that would betreated as “Principal Receivables” in accordance with the definition for such term in the Transferand Servicing Agreement.     “Purchase Price” shall have the meaning set forth in Section 3.01.     “Purchased Assets” shall have the meaning set forth in Section 2.01.     “Receivables” shall mean all amounts shown on ABC’s or another Account Owner’s recordsas amounts payable by Obligors on any Designated Account from time to time, including amountspayable for Principal Receivables and Finance Charge and Administrative Receivables. Receivablesthat become Defaulted Receivables will cease to be included as Receivables as of the day on whichthey become Defaulted Receivables.     “Removal Cut-Off Date” shall mean with respect to Removed Accounts, the date specifiedas such in the notice delivered pursuant to Section 2.05.     “Removal Date” shall have the meaning specified in Section 2.05.     “Removal Notice Date” shall have the meaning specified in Section 2.05.     “Removed Accounts” shall have the meaning specified in Section 2.05.     “Securities” shall mean any one of the Notes and any Trust Beneficial Interest orCertificate (as such terms are defined in the Trust Agreement).     “Transfer and Servicing Agreement” shall mean the Transfer and Servicing Agreement,dated as of August 1, 2000, among ABC, as Servicer, ABRC, as Transferor, and the Trust, and allamendments and supplements thereto.     “Trust” shall mean the trust created by the Trust Agreement.     “Trust Agreement” shall mean the Trust Agreement, dated as of August 1, 2000, betweenABRC, as Transferor, and Wilmington Trust Company, as Owner Trustee, and all amendments andsupplements thereto.     Section 1.02 Other Definitional Provisions.     (a) All terms defined in this Agreement shall have the defined meanings when used in anycertificate, other document, or Conveyance Paper made or delivered pursuant hereto unless otherwisedefined therein.
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     (b) (b) The words “hereof,” “herein,” “hereunder” and words of similar import when used inthis Agreement or any Conveyance Paper shall refer to this Agreement as a whole and not to anyparticular provision of this Agreement; and Section, subsection, Schedule and Exhibit referencescontained in this Agreement are references to Sections, subsections, Schedules and Exhibits in orto this Agreement unless otherwise specified.     (c) All determinations of the portion of Receivables constituting principal, finance chargesor other fees and of any collections thereof, shall be made in accordance with the Transfer andServicing Agreement and the Indenture.[END OF ARTICLE I]
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ARTICLE II**