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Exhibit 10.2
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August 22, 2000
Bear, Stearns & Co. Inc.
As representative of the Underwriters
245 Park Avenue
New York, New York 10167
Ambac Assurance Corporation
One State Street Plaza
New York, New York 10004
Re: Underwriting Agreement dated August 16, 2000 (the
"Underwriting Agreement") between Advanta Conduit Receivables,
Inc. ("ACRI") and Bear, Stearns & Co. Inc., as representative
of the Underwriters (the "Representative") and the Insurance
and Indemnity Agreement dated as of August 22, 2000 (the
"Insurance Agreement") among Ambac Assurance Corporation (the
"Certificate Insurer"), ACRI, 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"), ACRI 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 ACRI 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 ACRI under the
Designated Agreements (including the payment of money damages for a breach of
any of ACRI'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 Insurance Agreement, the Representative and
the Certificate Insurer have required the undersigned, Advanta Mortgage Holding
Company ("AMHC"), the indirect parent corporation of ACRI, to acknowledge its
joint-and-several liability with ACRI for the payment of the Joint and Several
Obligations under the Designated Agreements.
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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
ACRI 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
ACRI 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 ACRI or another affiliate of AMHC.
[Remainder of Page Intentionally Left Blank]
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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: /S/ Michael Coco
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Name: Michael Coco
Title: Vice President
BEAR STEARNS & CO. INC.
as Representative of the Underwriters
By: /S/ Thomas S. Dunstan
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Name: Thomas S. Dunstan
Title: Managing Director
AMBAC ASSURANCE CORPORATION
By: /S/ Michele Kearns
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Name: Michele Kearns
Title: First Vice President
[AMHC Guaranty to the Underwriter]
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