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Exhibit 10.2
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March 9, 1999
Xxxxxxx Xxxxx Xxxxxx, Inc.
As Representative of the Underwriters
named in Schedule I
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
MBIA Insurance Corporation
000 Xxxx Xxxxxx
Xxxxxx, Xxx Xxxx 00000
Re: Underwriting Agreement dated February 24, 1999 (the
"Underwriting Agreement") between Advanta Mortgage
Conduit Services, Inc. ("Advanta") and Xxxxxxx Xxxxx
Barney, Inc. as representative of the Underwriters
(the "Representative") and the Indemnification
Agreement dated as of February 24, 1999 (the
"Indemnification Agreement") among MBIA Insurance
Corporation (the "Insurer"), Advanta and the
Underwriters
Ladies and Gentlemen:
Pursuant to the Underwriting Agreement and the Indemnification
Agreement (together, the "Designated Agreements"), Advanta has undertaken
certain financial obligations with respect to the indemnification of the
Underwriters and the 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, the "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 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 Indemnification Agreement, the Underwriters
and the 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 Underwriters, the Insurer and AMHC do hereby agree that:
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(i) AMHC hereby agrees to be absolutely and
unconditionally jointly and severally liable with
Advanta 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
Advanta to the Insurer for the payment of the Joint
and Several Obligations under the Indemnification
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 Insurer by
Advanta or another affiliate of AMHC.
Capitalized terms used herein and not defined herein shall
have their respective meanings set forth in the Agreement.
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Very truly yours,
ADVANTA MORTGAGE HOLDING COMPANY
By: /s/ Xxxxxxx Xxxx
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Name: Xxxxxxx Xxxx
Title: Vice President
XXXXXXX XXXXX XXXXXX, INC.
[as Representative of the Underwriters]
By: /s/ Xxxx Xxxxxxxx
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Name: Xxxx Xxxxxxxx
Title: Vice President
MBIA INSURANCE CORPORATION
By: /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
Title: Assistant Secretary
[AMHC Guaranty to the Underwriter]
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