Guaranty Agreement among Advanta Mortgage Holding Company, Morgan Stanley & Co. Incorporated, and Ambac Assurance Corporation (May 24, 2000)

Summary

This agreement, dated May 24, 2000, is between Advanta Mortgage Holding Company (AMHC), Morgan Stanley & Co. Incorporated (as representative of the underwriters), and Ambac Assurance Corporation. AMHC guarantees the financial obligations of its subsidiary, Advanta Conduit Receivables, Inc. (ACRI), under an underwriting agreement and an insurance agreement. AMHC agrees to be jointly and severally liable with ACRI for any financial obligations owed to the underwriters and the certificate insurer, ensuring payment if ACRI fails to meet its commitments.

EX-10.2 8 0008.txt GUARANTY, DATED MAY 24, 2000 1 Exhibit 10.2 2 May 24, 2000 Morgan Stanley & Co. Incorporated As representative of the Underwriters 1585 Broadway New York, New York 10036 Ambac Assurance Corporation One State Street Plaza New York, New York 10004 Re: Underwriting Agreement dated May 19, 2000 (the "Underwriting Agreement") between Advanta Conduit Receivables, Inc. ("ACRI") and Morgan Stanley & Co. Incorporated as representative of the Underwriters (the "Representative") and the Insurance and Indemnity Agreement dated as of May 24, 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. 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 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] 2 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: /s/ Michael Coco ------------------------------------------------- Name: Michael Coco Title: Vice President MORGAN STANLEY & CO. INCORPORATED, as Representative of the Underwriters By: /s/ James P. Fadel ------------------------------------- Name: James P. Fadel Title: Managing Director AMBAC ASSURANCE CORPORATION By: /s/ Thomas J. Adams ------------------------------------- Name: Thomas J. Adams Title: First Vice President [AMHC Guaranty to the Underwriter]