1
Exhibit 10.2
2
August 17, 1999
Bear, Xxxxxxx & Co. Inc.
As representative of the Underwriters
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Ambac Assurance Corporation
Xxx Xxxxx Xxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Re: Underwriting Agreement dated August 17, 1999 (the
"Underwriting Agreement") between Advanta Conduit
Receivables, Inc. ("XXXX") and Bear, Xxxxxxx & Co.
Inc. as representative of the Underwriters (the
"Representative") and the Insurance and Indemnity
Agreement dated as of August 24, 1999 (the "Insurance
Agreement") among Ambac Assurance Corporation (the
"Certificate Insurer"), XXXX, as sponsor, Advanta
Mortgage Corp. USA, as master servicer, and Bankers
Trust Company of California, N.A., as trustee
Ladies and Gentlemen:
Pursuant to the Underwriting Agreement and the Insurance Agreement
(together, the "Designated Agreements"), XXXX has undertaken certain financial
obligations with respect to the indemnification of the Underwriters and the
Certificate 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, the "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 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 and of the Insurance Agreement, the Representative and the Certificate
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.
3
Now, therefore, the Representative, the Certificate Insurer and AMHC do hereby
agree that:
(i) 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.
(ii) AMHC hereby agrees to be absolutely and unconditionally
jointly and severally liable with XXXX to the Certificate
Insurer for the payment of the Joint and Several Obligations
under 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 Underwriters
and to the Certificate Insurer by XXXX or another affiliate of
AMHC.
[Remainder of Page Intentionally Left Blank]
4
Capitalized terms used herein and not defined herein shall have
their respective meanings set forth in the Agreement.
Very truly yours,
ADVANTA MORTGAGE HOLDING COMPANY
By: _______________________________
Name: Xxxxxxx Xxxx
Title: Vice President
BEAR, XXXXXXX & CO. INC.,
as Representative of the Underwriters
By: _______________________________
Name:
Title:
AMBAC ASSURANCE CORPORATION
By: _______________________________
Name:
Title:
[AMHC Guaranty to the Underwriter]
