EXHIBIT ▇▇-▇
▇▇▇▇ ▇.▇.▇. INC.
MEMBERSHIP AGREEMENT
We understand the Visa U.S.A. Inc. is a nonstock, membership corporation
organized under the laws of Delaware for the purpose of administering, uniformly
through its members, bank card and travelers cheque programs utilizing the
service marks "Bands Design", "Visa", and/or such other service marks as may
from time to time be adopted by the corporation ("Corporation's Payment
Services"). We desire to participate in the Corporation's Payment Services in
the category(ies) elected in the appropriate Addendum(s) attached to this
application or submitted in the future, which upon acceptance by the corporation
shall become a part of this agreement, and hereby make application to Visa
U.S.A. for such authority. We have received a copy of the Visa U.S.A. By-Laws
and we understand the prerequisites for membership and the rights, duties,
obligations, and responsibilities of members as therein stated; and we agree to
comply in all respects with such By-Laws as they may be amended from time to
time.
We understand and/or agree that, should we elect at any time to perform
functions other than those elected in the attached Addendum(s) and/or in our
application materials, we will give the corporation prior written notice and
will not commence performance of such other functions until we submit the
appropriate Addendum(s) and have received the corporation's prior written
consent thereto.
We enclose an estimated program plan or registration confirmation as
appropriate, the appropriate Addendum(s), and all other information and
documents, including a current financial statement if requested, the contents of
which we warrant to be true and correct. We understand that authority to perform
the functions elected will become effective only upon acceptance of this
application and the appropriate Addendum(s), and we agree, upon acceptance, to
be bound by and perform all requirements of membership as stated in the present
By-Laws and Operating Regulations of Visa U.S.A and any future amendments, and
authorize Visa to collect the appropriate membership fees for our organization
through the VisaNet system in accordance with the Operating Regulations.
We hereby warrant that the information provided in this application is
true and correct. We agree that failure to disclose information pertinent to
this application for membership in Visa U.S.A., or willful misrepresentation of
any such information shall be a basis for termination of membership. Should
circumstances change that would affect our membership eligibility, as specified
in the Visa U.S.A. By-Laws, we agree to immediately notify Visa U.S.A., in
writing, and understand that failure to do so may be grounds for termination. We
also agree to provide such other notifications as may be required by the Visa
U.S.A. By-Laws.
If any category in which we have elected to participate requires the
sponsorship of another member, and such sponsorship is terminated, we will
immediately notify Visa U.S.A., in writing, addressed to its head office. Any
notice or other correspondence to be sent to us by Visa U.S.A. may be sent to
our address as shown herein.
We certify that we meet all requirements for membership, are fully
empowered to perform all of the functions we have elected to perform, and that
this application has been duly authorized by appropriate corporate action. We
further certify that the applicant is chartered as a Holding Company
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(Type of institution)
under the laws of Delaware .
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(The U.S.A. or name of state)
Legal Name of Applicant: Advanta Corp. .
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The signing officer must be duly authorized to execute this application and must
have the equivalent rank of at least Senior Vice President. (By-Law Section
2.02)
▇▇▇▇ ▇▇▇▇▇▇▇▇ Vice President
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(Please Type) Officer's Name Title
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ 2/27/97
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Officer's Signature Date
New Applicant - Application for Membership - 05/94
VISA U.S.A. Inc.
PRINCIPAL MEMBER ADDENDUM
By-Law Section 2.04(a)
Every Principal Member:
(1) Shall comply with the obligations of all members as stated in Section 2.03
of the Visa U.S.A. Inc. By-Laws;
(2) Shall issue Cards bearing the Visa service ▇▇▇▇, which requirement may be
satisfied by the issuance of Cards by it Affiliates which are members;
(3) May acquire transaction on Cards and display at merchants' locations the
service marks designated by the corporation to indicate Card acceptance;
(4) Shall provide cash disbursement services to cardholders;
(5) May solicit cardholder and/or acquiring relationships on behalf o other
members authorized by the By-Laws to perform such functions, but shall not
solicit credit cardholder relationships on behalf of another member except
through participation also as a Credit Participant Member;
(6) May sponsor members in the Associate, Acquiring Associate, Credit
Participant, Debit Participant and Cash Disbursement Participant
categories;
(7) Shall submit operating certificates and other information and pay all fees
and penalties as the corporation may require in accordance with the
By-Laws and the Operating Regulations;
(8) May act as or designate a Processor in accordance with the Operating
Regulations and other requirements established by the corporation for
itself and for other members;
(9) May vote on matters which are submitted to the vote of the members
pursuant to the Certificate of Incorporation and the By-Laws;
(10) May have its officers serve as members of the Board of Directors in
accordance with the By-Laws and on advisory committees as the corporation
may request; and
(11) May have rights to receive dividends and proceeds of the dissolution of
the corporation in accordance with the Certificate of Incorporation and
the By-Laws.
Note: By-Law Section 2.04 states that a member may not simultaneously
participate in the membership categories of Principal and Acquirer.
Advanta Corp.
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LEGAL NAME OF APPLICANT
5 Horsham Business Ctr., ▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
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LEGAL ADDRESS, CITY, STATE AND ZIP CODE OF MAIN OFFICE (NO P.O. BOX)
(▇▇▇) ▇▇▇-▇▇▇▇ 10038869
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TELEPHONE VISA BUSINESS ID
We certify that we are fully empowered to perform all of the functions of
Principal membership as stated above and that this Addendum has been duly
authorized by appropriate corporate action. This Addendum will be in addition to
any existing membership category(ies) unless we have notified Visa, in writing,
and have met the requirements to terminate any other existing membership
category(ies).
We certify that if we elect to participate in the Visa point of sale debit Card
program, our institution, and our Affiliates shall not also participate as Card
issuers in a similar point of sale debit Card program of MasterCard
International Incorporated, except affinity programs not permitted under the
Visa Operating Regulations [By-Law Section 2.03(e)].
▇▇▇▇ ▇▇▇▇▇▇▇▇ Vice President
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(PLEASE TYPE OFFICERS NAME AND (Required: Equivalent rank of at least a
TITLE) Senior Vice President; By-Law Section 2.02)
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ 2/27/97
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OFFICER'S SIGNATURE DATE
If you need assistance in completing this Addendum, please call the Membership
Department at (▇▇▇) ▇▇▇-▇▇▇▇.
New Applicant - Principal Addendum - 5/94