1
Exhibit 4.5
December 18, 1997
Xxxxxx Brothers Inc.
3 World Financial Center
000 Xxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Re: Underwriting Agreement dated December 4, 1997 (the
"Underwriting Agreement") between Advanta Mortgage
Conduit Services, Inc. ("Advanta") and Xxxxxx Brothers
Inc. (as Representative of the Underwriters the
"Representative")
Ladies and Gentlemen:
Pursuant to the Underwriting Agreement, Advanta has undertaken certain
financial obligations with respect to the indemnification of the Underwriter
with respect to the Registration Statement, the Prospectus and the Prospectus
Supplement described in the Designated Agreements. Any financial obligations of
Advanta under the Underwriting Agreement, 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 Underwriting Agreement
(including the payment of money damages for a breach of any of Advanta's
obligations under the Underwriting Agreement, 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 Representative has 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 Underwriting Agreement.
Now, therefore, the Underwriter and AMHC do hereby agree that:
(i) AMHC hereby agrees to be absolutely and unconditionally jointly
and severally liable with Advanta to the Representative for the
payment of the Joint and Several Obligations under the
Underwriting Agreement.
(ii) 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 Representative
by Advanta or another affiliate of AMHC.
Capitalized terms used herein and not defined herein shall have their
respective meanings as set forth in the Agreement.
2
Very truly yours,
ADVANTA MORTGAGE HOLDING
COMPANY
By: /s/ Xxxx X. Xxxxxxxxx
-----------------------
Name: Xxxx X. Xxxxxxxxx
Title: Vice President
CONFIRMED AND ACCEPTED,
as of the date first above written:
XXXXXX BROTHERS INC.
as Representative of the Underwriters
By:
-----------------------------
Name:
Title:
[AMHC Guaranty - Underwriter]
3
Very truly yours,
ADVANTA MORTGAGE HOLDING
COMPANY
By:
-----------------------
Name: Xxxx X. Xxxxxxxxx
Title: Vice President
CONFIRMED AND ACCEPTED,
as of the date first above written:
XXXXXX BROTHERS INC.
as Representative of the Underwriters
By: /s/ Xxxxxxx X. Lighten
-----------------------------
Name: Xxxxxxx X. Lighten
Title: Managing Director
[AMHC Guaranty - Underwriter]
