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EXHIBIT 1
AMENDMENT NO. 2 TO RIGHTS AGREEMENT
AMENDMENT, dated as of September 10, 1998, to the Rights Agreement,
dated as of March 14, 1997, and amended as of June 4, 1998, (the "Rights
Agreement"), between Advanta Corp. (the "Company") and ChaseMellon Shareholder
Services, L.L.C. as Rights Agent (the "Rights Agent").
The Company and the Rights Agent have heretofore executed and
entered into the Rights Agreement, as amended. Pursuant to Section 26 of the
Rights Agreement, the Company and the Rights Agent may from time to time
supplement or amend the Rights Agreement in accordance with the provisions of
Section 26 thereof. All acts and things necessary to make this Amendment a valid
agreement, enforceable according to its terms, have been done and performed, and
the execution and delivery of this Amendment by the Company and the Rights Agent
have been in all respects duly authorized by the Company and the Rights Agent.
In consideration of the foregoing and the mutual agreements set
forth herein, the parties have hereto agreed as follows:
1. Section 27(a)(i) of the Rights Agreement is hereby amended to
read in its entirety as follows:
(a) (i) The Company may, at its option, at any time after the
Stock Acquisition Date, upon resolution by the Board of Directors of the
Company, exchange all or part of the then outstanding and exercisable Rights
(which shall not include Rights that have become void pursuant to the provisions
of Section 7(e) hereof) for Common Stock at an exchange ratio of one share of
Class A Common Stock per Class A Right and one share of Class B Common Stock per
Class B Right, appropriately adjusted to reflect any stock split, stock dividend
or similar transaction occurring after the date of this Agreement (such exchange
ratio being hereinafter referred to as the "Section 27(a) Exchange Ratio").
2. This Amendment to the Rights Agreement shall be deemed to be a
contract made under the laws of the State of Delaware and for all purposes shall
be governed by and construed in accordance with the laws of such state
applicable to contracts made and to be performed entirely within such state.
3. This Amendment to the Rights Agreement may be executed in any
number of counterparts and each of such counterparts shall for all purposes be
deemed to be an original, and all such counterparts shall together constitute
but one and the same instrument. Terms not defined herein shall, unless the
context otherwise requires, have the meanings assigned to such terms in the
Rights Agreement.
4. In all respects not inconsistent with the terms and provisions of
this Amendment to the Rights Agreement, the Rights Agreement is hereby ratified,
adopted, approved and confirmed. In executing and delivering this Amendment, the
Rights Agent shall
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be entitled to all the privileges and immunities afforded to the Rights Agent
under the terms and conditions of the Rights Agreement.
5. If any term, provision, covenant or restriction of this Amendment
to the Rights Agreement is held by a court of competent jurisdiction or other
authority to be invalid, void or unenforceable, the remainder of the terms,
provisions, covenants and restrictions of this Amendment to the Rights
Agreement, and of the Rights Agreement, shall remain in full force and effect
and shall in no way be affected, impaired or invalidated.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and their respective corporate seals to be hereunto affixed and
attested, all as of the day and year first above written.
Attest: ADVANTA CORP.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇
Title: Assistant Secretary Title: Senior Vice President
Attest: CHASEMELLON SHAREHOLDER
SERVICES, L.L.C.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Vice President Title: Assistant Vice President