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Exhibit 4.4
CONTRIBUTION AGREEMENT SUPPLEMENT
THIS CONTRIBUTION AGREEMENT SUPPLEMENT, dated __________, the
"Contribution Date") is entered into between ADVANTA Business Services Corp.
("ABS"), a Delaware corporation located at 0000 Xxxxxx Xxx Xxxx, Xxxxxxxx, Xxx
Xxxxxx 00000, ADVANTA LEASING RECEIVABLES CORP. III ("ALRC III," in its
capacity as the "Obligors' Agent" and in its capacity as a "Related Obligor"),
a Nevada corporation located at 0000 Xxxxxxxxx Xxx, Xxxxx 000, Xxxx, Xxxxxx
00000 and ADVANTA BUSINESS RECEIVABLES LLC ("ABRLLC," in its capacity as a
"Related Obligor"), a Nevada limited liability company located at 0000
Xxxxxxxxx Xxx, Xxxxx 000, Xxxx, Xxxxxx 00000.
W I T N E S S E T H:
Reference is hereby made to that certain Master Contribution
Agreement dated as of ______________ (the "Contribution Agreement") between ABS
and the Obligors' Agent. Pursuant to the Contribution Agreement ABS agreed to
contribute, and the Obligors agreed to accept, from time to time, Conveyed
Assets (as defined below) and to Pledge such Conveyed Assets to the Trustee.
The Contribution Agreement provides that each such contribution of Additional
Conveyed Assets be evidenced by the execution of delivery of a Contribution
Agreement Supplement such as this Contribution Agreement Supplement.
The Conveyed Assets consist of (i) the Contracts listed on the
schedule attached hereto, (ii) all Collections after the related Contribution
Date, (iii) Related Security associated therewith, (iv) all balances,
instruments, monies and other securities and investments held from time to time
by ABS, as Servicer, representing Collections or Residual Receipts or Insurance
Proceeds received after the related Contribution Date; (v) all security
interests in the Equipment not owned by ABS, and all Equipment owned by ABS, in
each case associated with such Contracts, and (vii) all proceeds of the
foregoing, but excluding any Insurance Premiums, taxes, late charge fees,
Initial Unpaid Amounts and Security Deposits.
The Cut-Off Date with respect to the Contracts is close of
business on the day prior to the Contribution Date. The Contribution Date is
_______________.
NOW, THEREFORE, in consideration of the mutual covenants
contained herein, and other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereto agree as follows:
Section 1. Definitions. For the purposes of this
Agreement, capitalized terms used herein but not otherwise defined shall have
the respective meanings assigned to such terms in the Master Facility Agreement
or the Contribution Agreement.
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Section 2. Contribution; Conveyance. (a) (i) ABS
hereby assigns, transfers and conveys to ALRC III all of ABS's right, title and
interest in, to, and under all Conveyed Assets consisting of Equipment, whether
now existing or hereafter arising, and ABS hereby assigns, conveys, grants and
transfers to ALRC III, without representation, warranty or recourse except as
set forth in Section 3 hereof, all of its right, title and interest in and to
all Conveyed Assets consisting of Equipment, whether now existing or hereafter
arising.
(ii) ABS hereby assigns, transfers and conveys to ABRLLC
all of ABS's right, title and interest in, to, and under all Conveyed Assets
other than Equipment, whether now existing or hereafter arising, and ABS hereby
assigns, conveys, grants and transfers to ABRLLC, without representation,
warranty or recourse except as set forth in Section 3 hereof, all of its right,
title and interest in and to all Conveyed Assets other than Equipment, whether
now existing or hereafter arising.
(b) In connection with such contribution, ABS has
heretofore recorded and filed, at its own expense, financing statements (and
thereafter timely continuation statements with respect to such financing
statements) with respect to the Conveyed Assets, meeting the requirements of
applicable state law in such manner and in such jurisdictions as are necessary
to perfect and to maintain the perfection of, the transfer and contribution of
the Conveyed Assets from ABS to the Related Obligors and the Pledge of the
Conveyed Assets from the Related Obligors to the Trustee, and delivered a
file-stamped copy of such financing statements or other evidence of such
filings to the Related Obligors (and copies to the Agent); provided, however,
that no financing statements, except as required by the Master Facility
Agreement have been or will be recorded or filed with respect to the sale or
transfer of the Equipment unless (i) ABS shall be requested by ALRC III, or the
Obligors' Agent, to file UCC-3 or similar statements with respect to Equipment
in which ABS has a security interest only in order to exercise remedies with
respect to Charged-Off Contracts to which such Equipment relates or (ii) such
Equipment has a value in excess of $25,000; and provided, further, that the
Contract Files will not be physically delivered to the Related Obligors but
instead will be held by ABS on behalf of the Related Obligors and the Trustee
and the Contract Files will be marked as required by the Master Facility
Agreement. A carbon, photographic or other reproduction of this Agreement or
of any financing statement signed by ABS or the Related Obligor is sufficient
as a financing statement in any State to perfect the transfers granted in the
Agreement.
(c) In connection with such contribution ABS shall, at
its own expense, (i) cause its Electronic Ledger to be marked to show that the
Conveyed Assets have been contributed and transferred to the Related Obligors
in accordance with this Agreement and the Conveyed Assets conveyed to the
Contribution in accordance with the Master Facility Agreement on or prior to
the Contribution Date and (ii) deliver to the Trustee on behalf of the Related
Obligors the related List of Contracts, which shall also include, for each
Series 1997-A Contract, the related Discounted Booked Residual on the
Contribution Date.
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Section 3. Representations and Warranties. (a) ABS
hereby (i) confirms the accuracy, as of the Contribution Date, of the
representations and warranties of ABS set forth in Section 3.01 of the
Contribution Agreement and (ii) represents and warrants that, as of the
Contribution Date, each Contract is an "Eligible Contract" as of the
Contribution Date. Such representations and warranties are made for the
benefit of the Obligors' Agent, the Related Obligors and the Trustee, and the
Related Obligor is relying on such representations and warranties in accepting
the contribution of the related Conveyed Assets. Such representations and
warranties speak as of the Contribution Date, unless otherwise indicated, but
shall survive each contribution, assignment, transfer and conveyance of the
respective Conveyed Assets to the Related Obligor and its successors and
assigns and the Pledge by the Related Obligors to the Trustee.
(b) Each Related Obligor hereby confirms the accuracy as of
the Contribution Date of the representations and warranties made by the
Obligors' Agent on its behalf pursuant to Section 3.02 of the Contribution
Agreement.
Section 4. Amendment. This Agreement may be amended
from time to time by ABS, the Related Obligors and Obligors' Agent only with
the prior written consent of the Servicer and the Trustee.
Section 5. Governing Law. This Agreement and any
amendment hereof pursuant to Section 4 shall be construed in accordance with
and governed by the substantive laws of the State of New York (without regard
to choice of law principles) applicable to agreements made and to be performed
therein and the obligations, rights, and remedies of the parties under this
Agreement shall be determined in accordance with such laws.
Section 6. Counterparts. This Agreement may be executed
in two or more counterparts (and by different parties on separate
counterparts), each of which shall be an original, but all of which shall
constitute one and the same instrument.
Section 7. Binding Effect; Third-Party Beneficiaries.
This Agreement will inure to the benefit of and be binding upon the parties
hereto, the Trustee and their respective successors and permitted assigns.
Section 8. Headings. The headings herein are for
purposes of reference only and shall not otherwise affect the meaning or
interpretation of any provision hereof.
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IN WITNESS WHEREOF, ABS, the Obligors' Agent and the Related
Obligors have caused this Contribution Agreement Supplement to be duly executed
by their respective officers as of the day and year first above written.
ADVANTA BUSINESS SERVICES CORP.
By:______________________________________
Title:
ADVANTA LEASING RECEIVABLES CORP.
III, as the Obligors' Agent
By:______________________________________
Title:
ADVANTA LEASING RECEIVABLES CORP.
III, as a Related Obligor
By:______________________________________
Title:
ADVANTA BUSINESS RECEIVABLES LLC, as a
Related Obligor
By: ADVANTA LEASING RECEIVABLES CORP.
III, its Managing Member
By:______________________________________
Title:
A-4
