EXHIBIT 4.4
September 25, 1996
Xxxxxx Xxxxxxx & Co. Incorporated
0000 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Financial Guaranty Insurance Company
000 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Re: Underwriting Agreement dated September 11, 1996 (the
"Underwriting Agreement") between Advanta Mortgage Conduit
Services, Inc. ("Advanta") and Xxxxxx Xxxxxxx & Co.
Incorporated (as Representative of the Underwriters, the
"Representative") and Indemnification Agreement dated as of
September 1, 1996 (the "Indemnifica- tion Agreement") among
Financial Guaranty Insurance Company (the "Certificate
Insurer"), Advanta and the Representative and the Insurance
and Indemnity Agreement dated as of September 1, 1996 (the
"Insurance Agreement") among the Certificate Insurer, Advanta,
and Advanta Mortgage Corp. USA ("USA")
Ladies and Gentlemen:
Pursuant to the Underwriting Agreement, the Indemnification
Agreement and the Insurance Agreement (together, the "Designated Agreements"),
Advanta has undertaken certain financial obligations with respect to the
indemnification of the Underwriter and of the Certificate Insurer with respect
to the Registration Statement, the Prospectus and the Prospectus Supplement
described in the Designated Agreements. Any financial obligations of Advanta
under the Designated Agreements, whether or not specifically enumerated in this
paragraph, are hereinafter referred to as the "Joint and Several Obligations";
provided, however, that "Joint and Several Obligations" shall mean only the
financial obligations of Advanta under the Designated Agreements (including the
payment of money damages for a breach of any of Advanta's obligations under the
Designated Agreements, whether financial or otherwise) but shall not include any
obligations not relating to the payment of money.
As a condition of their respective executions of the Underwriting
Agreement, the Indemnification Agreement and the Insurance Agreement, the
Underwriter and the Certificate Insurer have required the undersigned, Advanta
Mortgage Holding Company
("AMHC"), the parent corporation of Advanta, to acknowledge its
joint-and-several liability with Advanta for the payment of the Joint and
Several Obligations under the Designated Agreements.
Now, therefore, the Underwriter, the Certificate Insurer and AMHC do
hereby agree that:
(i) AMHC hereby agrees to be absolutely and unconditionally
jointly and severally liable with Advanta to the Underwriter
for the payment of the Joint and Several Obligations under the
Underwriting Agreement.
(ii) AMHC hereby agrees to be absolutely and unconditionally
jointly and severally liable with Advanta to the Certificate
Insurer for the payment of the Joint and Several Obligations
under the Indemnification Agreement and the Insurance
Agreement.
(iii) AMHC may honor its obligations hereunder either by direct
payment of any Joint and Several Obligations or by causing any
Joint and Several Obligations to be paid to the Underwriter or
to the Certificate Insurer, as applicable, by Advanta or
another affiliate of AMHC.
2
Capitalized terms used herein and not defined herein shall have
their respective meanings as set forth in the Agreement.
Very truly yours,
ADVANTA MORTGAGE HOLDING COMPANY
By:___________________________
Xxxx X. Xxxxxx
Vice President
CONFIRMED AND ACCEPTED, as of the date first above written:
FINANCIAL GUARANTY INSURANCE COMPANY
By:_________________________________
Name:
Title:
XXXXXX XXXXXXX & CO. INCORPORATED
as Representative of the Underwriters
By:_________________________________
3
