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EXHIBIT 4.2
EXECUTION COPY
CONTRIBUTION AGREEMENT SUPPLEMENT
W I T N E S S E T H:
Reference is hereby made to that certain Master Contribution
Agreement dated as of May 1, 1997 (the "Contribution Agreement") between ABS and
the Obligors' Agent, acting on behalf of the related Series Obligors. Pursuant
to the Contribution Agreement, ABS agreed to contribute, and the Obligors' Agent
agreed to accept, on behalf of the related Series Obligors, from time to time,
Conveyed Assets (as defined below) and to Pledge such Conveyed Assets to the
Trustee. The Contribution Agreement provides that each such contribution of
Additional Conveyed Assets be evidenced by the execution and delivery of a
Contribution Agreement Supplement such as this Contribution Agreement
Supplement.
The Conveyed Assets consist of (i) the Contracts listed on the
schedule attached hereto, (ii) all Collections after the related Contribution
Date, (iii) Related Security associated therewith, (iv) all balances,
instruments, monies and other securities and investments held from time to time
by ABS, as Servicer, representing Collections or Residual Receipts or Insurance
Proceeds received after the related Contribution Date; (v) all security
interests in the Equipment not owned by ABS, and all Equipment owned by ABS, in
each case associated with such Contracts, and (vii) all proceeds of the
foregoing, but excluding any Insurance Premiums, taxes, late charge fees,
Initial Unpaid Amounts and Security Deposits.
The Cut-Off Date with respect to the Contracts is close of
business on April 1, 1998. The Contribution Date is April 14 , 1998.
NOW, THEREFORE, in consideration of the mutual covenants
contained herein, and other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereto agree as follows:
Section 1. Definitions. For the purposes of this Agreement,
capitalized terms used herein but not otherwise defined shall have the
respective meanings assigned to such terms in the Master Facility Agreement or
the Contribution Agreement.
Section 2. Contribution; Conveyance. (a) (i) ABS hereby assigns,
transfers and conveys to the ALRC IV all of ABS's right, title and interest in,
to, and under all Conveyed Assets consisting of Equipment, whether now existing
or hereafter arising, and ABS hereby assigns, conveys, grants and transfers to
the ALRC IV, without representation, warranty or recourse except as set forth in
Section 3 hereof, all of its right, title and interest in and to all Conveyed
Assets consisting of Equipment, whether now existing or hereafter arising.
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(ii) ABS hereby assigns, transfers and conveys to ALRC V all of
ABS's right, title and interest in, to, and under all Conveyed Assets other than
Equipment, whether now existing or hereafter arising, and ABS hereby assigns,
conveys, grants and transfers to ALRC V, without representation, warranty or
recourse except as set forth in Section 3 hereof, all of its right, title and
interest in and to all Conveyed Assets other than Equipment, whether now
existing or hereafter arising.
(b) In connection with such contribution, ABS has heretofore
recorded and filed, at its own expense, financing statements (and agrees to file
thereafter timely continuation statements with respect to such financing
statements) with respect to the Conveyed Assets, meeting the requirements of
applicable state law in such manner and in such jurisdictions as are necessary
to perfect and to maintain the perfection of, the transfer and contribution of
the Conveyed Assets from ABS to the Series Obligors and the Pledge of the
Conveyed Assets from the Series Obligors to the Trustee, and delivered a
file-stamped copy of such financing statements or other evidence of such filings
to the Obligors' Agent; provided, however, that no financing statements, except
as required by the Master Facility Agreement have been or will be recorded or
filed with respect to the sale or transfer of the Equipment unless ABS shall be
requested by the Obligors' Agent, to file UCC-3 or similar statements with
respect to Equipment in which ABS has a security interest only in order to
exercise remedies with respect to Charged-Off Contracts to which such Equipment
relates and provided, further, that the Contract Files will not be physically
delivered to the Series Obligors but instead will be held by ABS on behalf of
the Series Obligors and the Trustee and the Contract Files will be marked as
required by the Master Facility Agreement. A carbon, photographic or other
reproduction of this Agreement or of any financing statement signed by ABS or
the Obligor's Agent is sufficient as a financing statement in any State to
perfect the transfers granted in the Agreement.
(c) In connection with such contribution ABS shall, at its own
expense, (i) cause its Electronic Ledger to be marked to show that the Conveyed
Assets have been contributed and transferred to the Series Obligors in
accordance with this Agreement and the Conveyed Assets conveyed to the
Contribution in accordance with the Master Facility Agreement on or prior to the
Contribution Date and (ii) deliver to the Trustee on behalf of the Series
Obligors the related List of Contracts.
Section 3. Representations and Warranties. (a) ABS hereby (i)
confirms the accuracy, as of the Contribution Date, of the representations and
warranties of ABS set forth in Section 3.01 of the Contribution Agreement and
(ii) represents and warrants that each Contract is an "Eligible Contract" as of
the Contribution Date. Such representations and warranties are made for the
benefit of the Obligors' Agent, the Series Obligors and the Trustee, and the
Series Obligors are relying on such representations and warranties in accepting
the contribution of the Conveyed Assets. Such representations and warranties
speak as of the Contribution Date, unless otherwise indicated, but shall survive
each contribution, assignment, transfer and conveyance of the respective
Conveyed Assets to the Series Obligors and its successors and assigns and the
Pledge by the Series Obligors to the Trustee.
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(b) Each related Series Obligor hereby confirms the accuracy as
of the Contribution Date of the representations and warranties made by the
Obligors' Agent on its behalf pursuant to Section 3.02 of the Contribution
Agreement.
Section 4. Amendment. This Agreement may be amended from time to
time by ABS, the Series Obligors and Obligors' Agent only with the prior written
consent of the Servicer and the Trustee.
Section 5. Governing Law. This Agreement and any amendment hereof
pursuant to Section 4 shall be construed in accordance with and governed by the
substantive laws of the State of New York (without regard to choice of law
principles) applicable to agreements made and to be performed therein and the
obligations, rights, and remedies of the parties under this Agreement shall be
determined in accordance with such laws.
Section 6. Counterparts. This Agreement may be executed in two or
more counterparts (and by different parties on separate counterparts), each of
which shall be an original, but all of which shall constitute one and the same
instrument.
Section 7. Binding Effect; Third-Party Beneficiaries. This
Agreement will inure to the benefit of and be binding upon the parties hereto,
the Trustee and their respective successors and permitted assigns.
Section 8. Headings. The headings herein are for purposes of
reference only and shall not otherwise affect the meaning or interpretation of
any provision hereof.
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IN WITNESS WHEREOF, ABS, the Obligors' Agent and the each Related
Obligor have caused this Contribution Agreement Supplement to be duly executed
by their respective officers as of the day and year first above written.
ADVANTA BUSINESS SERVICES CORP., as
Contributor
By: /s/ Edward E. Millman
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Name: Edward E. Millman
Title: Vice President and Chief Financial Officer
ADVANTA LEASING RECEIVABLES CORP.
III, as the Obligors' Agent
By: /s/ Susan McVeigh
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Name: Susan McVeigh
Title: Chief Financial Officer
ADVANTA LEASING RECEIVABLES CORP.
IV, as a Series Obligor
By: /s/ Susan McVeigh
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Name: Susan McVeigh
Title: Chief Financial Officer
ADVANTA LEASING RECEIVABLES CORP.
V, as a Series Obligor
By: /s/ Susan McVeigh
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Name: Susan McVeigh
Title: Chief Financial Officer
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