1
As of November 17, 1999
Exhibit 10.2
Bear, Xxxxxxx & Co., Inc.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
(as Representative
of the Underwriters)
Ambac Assurance Corporation
Xxx Xxxxx Xxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Re: Advanta Mortgage Loan Trust 1999-4
Underwriting Agreement and Insurance Agreement
Ladies and Gentlemen:
Pursuant to the Underwriting Agreement dated November 5, 1999
(the "Underwriting Agreement") between Advanta Conduit Receivables, Inc. (the
"Sponsor" or "XXXX") and Bear, Xxxxxxx & Co., Inc., as representative of the
underwriters named therein (the "Underwriters"), and the Insurance and Indemnity
Agreement dated November 17, 1999 (the "Insurance Agreement" and together with
the Underwriting Agreement, the "Designated Agreements") among the Sponsor,
Advanta Mortgage Corp. USA, Advanta Holding Trust 1999-4, Advanta Mortgage Loan
Trust 1999-4 and Ambac Assurance Corporation (the "Insurer"), XXXX has
undertaken certain financial obligations with respect to the indemnification of
the Underwriters and of the Note Insurer with respect to the Registration
Statement, the Prospectus and the Prospectus Supplement described in the
Designated Agreements. Any financial obligations of XXXX 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 XXXX under the Designated Agreements (including the payment of
money damages for a breach of any of XXXX'x 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 and of the Insurance Agreement, the Underwriters and the
Note Insurer have required the undersigned, Advanta Mortgage Holding Company
("AMHC"), the indirect parent corporation of XXXX, to acknowledge its
joint-and-several liability with XXXX for the payment of the Joint and Several
Obligations under the Designated Agreements.
Now, therefore, the Representative, the Note Insurer and AMHC
do hereby agree that:
2
AMHC hereby agrees to be absolutely and unconditionally jointly and severally
liable with XXXX to the Underwriters for the payment of the Joint and Several
Obligations under the Underwriting Agreement.
AHMC hereby agrees to be absolutely and unconditionally and
jointly and severally liable with XXXX to the Insurer for payment of the Joint
and Several Obligations under the Insurance Agreement.
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 Underwriters or to the Insurer, by XXXX or another
affiliate of AMHC.
Capitalized terms used herein and not defined herein shall
have their respective meanings set forth in the Designated Agreements.
This letter and the respective obligations and rights
hereunder and thereunder shall not be delegated or assigned by you without the
prior written consent of the Insurer. This letter may not be amended or
otherwise modified except pursuant to a writing signed by each of the parties
hereto. This letter may be executed by the signatories hereto in several
counterparts, each of which shall be deemed to be an original and all of which
shall constitute one and the same letter.
THIS LETTER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK. EACH OF THE UNDERSIGNED PARTIES HEREBY
KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHTS IT MAY HAVE TO A
TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF OR IN
CONNECTION WITH, THIS LETTER, AND ANY OTHER COURSE OF CONDUCT, COURSE OF
DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF ANY OF THE
UNDERSIGNED PARTIES IN CONNECTION HEREWITH OR THEREWITH.
2
3
Capitalized terms used herein and not defined herein shall
have their respective meanings as set forth in the Designated Agreement.
Very truly yours,
ADVANTA MORTGAGE HOLDING
COMPANY
By: /s/ Xxxxxxx Xxxx
-------------------------------------
Authorized Signatory
CONFIRMED AND ACCEPTED,
as of the date first above written:
AMBAC ASSURANCE CORPORATION
By: /s/ Xxxxxx X. Xxxxx
-----------------------------------
Authorized Signatory
BEAR, XXXXXXX & CO., INC.
By: /s/ Xxxxxx X. Xxxxxxx
-----------------------------------
3
