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Control Agreement
Control Agreement (22K)
Doc #3277498: Click preview link for longer preview.
CONTROL AGREEMENT
(Cash as Collateral)
This Control Agreement (the "Agreement") is dated as of ______________
2008, by and among AgCountry Farm Credit Services, FCA ("Secured Party"), NEDAK
Ethanol, LLC ("Pledgor"), and Jerome Fagerland ("Custodian").
WHEREAS, Custodian and Pledgor have entered into that certain Master Credit
Agreement dated as of February 14, 2007 (the "Master Credit Agreement"), that
certain First Supplement to Master Credit Agreement dated as of February 14,
2007 (the "First Supplement"), . . .
3277498
| | |
| Subscribers | 2006 |
Control Agreement
Control Agreement (19K)
Doc #2486396: This document is immediately available for purchase, but does not have a preview available for viewing.
2486396
| | |
| Subscribers | 2005 |
Control Agreement
Control Agreement (15K)
Doc #1449811: This document is immediately available for purchase, but does not have a preview available for viewing.
1449811
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Control Agreement
Control Agreement (22K)
Doc #2396780: Click preview link for longer preview.
AMERICAN HONDA RECEIVABLES CORP.,
as Seller,
HONDA AUTO RECEIVABLES 2005-1 OWNER TRUST,
as Initial Secured Party,
AMERICAN HONDA FINANCE CORPORATION,
as Servicer
DEUTSCHE BANK TRUST COMPANY AMERICAS,
as Indenture Trustee,
as Assignee-Secured Party,
and
DEUTSCHE BANK TRUST COMPANY AMERICAS,
as Securities Intermediary
CONTROL AGREEMENT
Dated as of January 1, 2005
TABLE OF CONTENTS
Page
ARTICLE ONE
DEFINITIONS
Section 1.01.
General Definitions
1
Section 1.02.
Incorporation of UCC by Reference
2
ARTICLE TWO
ESTABLISHMENT OF CONTROL OVER SECURITIES . . .
2396780
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Citibank
As referenced in this Control Agreement:
Citibank, N.A. – Seller has the meaning set forth in the Preamble.
Trust Agreement means the trust agreement dated December 14, 2004, as amended and restated on January 19, 2005, between the Seller, Citibank, N.A. , as owner trustee (not in its individual capacity, but solely as owner trustee, the Owner Trustee) and Wachovia Bank of Delaware, National Association, as Delaware trustee (the Delaware Trustee).
_____________
Citibank, N.A. – requested, to, in the case of (i) the Seller, at 20800 Madrona Avenue, Torrance, California 90503 (telecopier no. (310) 972-2248), Attention: President; (ii) the Initial Secured Party c/o Citibank, N.A. , 388 Greenwich Street, 14th Floor, New York, New York 10013, Attention: Structured Finance Agency and Trust Honda 2005-1 and a copy to American Honda Finance Corporation, as Administrator,
_____________
Citibank, N.A. – by signing and delivering one or more counterparts.
Section 4.08.
Limitation of Liability of Owner Trustee. Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned by Citibank, N.A. , not in its individual capacity but solely in its capacity as Owner Trustee of the Issuer and in no event shall Citibank, N.A., in its individual capacity or,
_____________
Citibank, N.A. – this Agreement has been countersigned by Citibank, N.A., not in its individual capacity but solely in its capacity as Owner Trustee of the Issuer and in no event shall Citibank, N.A. , in its individual capacity or, except as expressly provided in the Trust Agreement, as Owner Trustee of the Issuer have any liability for the representations, warranties, covenants, agreements or
_____________
CITIBANK, N.A. – as of the day and year first above written.
AMERICAN HONDA RECEIVABLES CORP.,
By:
/s/ Y. Takahashi
Name: Y. Takahashi
Title: President
HONDA AUTO RECEIVABLES 2005-1 OWNER
TRUST,
By:
CITIBANK, N.A. ,
not in its individual capacity but solely in its
capacity as Owner Trustee of Honda Auto
Receivables 2005-1 Owner Trust,
By:
/s/ Kristen Driscoll
Name: Kristen Driscoll
Title:
_____________
dt 1481990
;
|
 Citibank
As referenced in this Control Agreement:
Citibank, N.A. – Seller has the meaning set forth in the Preamble.
Trust Agreement means the trust agreement dated December 14, 2004, as amended and restated on January 19, 2005, between the Seller, Citibank, N.A. , as owner trustee (not in its individual capacity, but solely as owner trustee, the Owner Trustee) and Wachovia Bank of Delaware, National Association, as Delaware trustee (the Delaware Trustee).
_____________
Citibank, N.A. – requested, to, in the case of (i) the Seller, at 20800 Madrona Avenue, Torrance, California 90503 (telecopier no. (310) 972-2248), Attention: President; (ii) the Initial Secured Party c/o Citibank, N.A. , 388 Greenwich Street, 14th Floor, New York, New York 10013, Attention: Structured Finance Agency and Trust Honda 2005-1 and a copy to American Honda Finance Corporation, as Administrator,
_____________
Citibank, N.A. – by signing and delivering one or more counterparts.
Section 4.08.
Limitation of Liability of Owner Trustee. Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned by Citibank, N.A. , not in its individual capacity but solely in its capacity as Owner Trustee of the Issuer and in no event shall Citibank, N.A., in its individual capacity or,
_____________
Citibank, N.A. – this Agreement has been countersigned by Citibank, N.A., not in its individual capacity but solely in its capacity as Owner Trustee of the Issuer and in no event shall Citibank, N.A. , in its individual capacity or, except as expressly provided in the Trust Agreement, as Owner Trustee of the Issuer have any liability for the representations, warranties, covenants, agreements or
_____________
CITIBANK, N.A. – as of the day and year first above written.
AMERICAN HONDA RECEIVABLES CORP.,
By:
/s/ Y. Takahashi
Name: Y. Takahashi
Title: President
HONDA AUTO RECEIVABLES 2005-1 OWNER
TRUST,
By:
CITIBANK, N.A. ,
not in its individual capacity but solely in its
capacity as Owner Trustee of Honda Auto
Receivables 2005-1 Owner Trust,
By:
/s/ Kristen Driscoll
Name: Kristen Driscoll
Title:
_____________
dt 1481990
;
DB Trust
As referenced in this Control Agreement:
DEUTSCHE BANK TRUST CO – EXHIBIT 1.7 CONTROL AGREEMENT
EXECUTION COPY
AMERICAN HONDA RECEIVABLES CORP.,
as Seller,
HONDA AUTO RECEIVABLES 2005-1 OWNER TRUST,
as Initial Secured Party,
AMERICAN HONDA FINANCE CORPORATION,
as Servicer
DEUTSCHE BANK TRUST CO MPANY AMERICAS,
as Indenture Trustee,
as Assignee-Secured Party,
and
DEUTSCHE BANK TRUST COMPANY AMERICAS,
as Securities Intermediary
CONTROL AGREEMENT
Dated as of January 1, 2005
TABLE OF CONTENTS
Page
_____________
DEUTSCHE BANK TRUST CO – HONDA AUTO RECEIVABLES 2005-1 OWNER TRUST,
as Initial Secured Party,
AMERICAN HONDA FINANCE CORPORATION,
as Servicer
DEUTSCHE BANK TRUST COMPANY AMERICAS,
as Indenture Trustee,
as Assignee-Secured Party,
and
DEUTSCHE BANK TRUST CO MPANY AMERICAS,
as Securities Intermediary
CONTROL AGREEMENT
Dated as of January 1, 2005
TABLE OF CONTENTS
Page
ARTICLE ONE
DEFINITIONS
Section 1.01.
General Definitions
1
Section 1.02.
Incorporation
_____________
Deutsche Bank Trust Co – January 1, 2005 (this Agreement), is among American Honda Receivables Corp. (the Seller), Honda Auto Receivables 2005-1 Owner Trust (the Initial Secured Party), American Honda Finance Corporation (the Servicer), Deutsche Bank Trust Co mpany Americas, as indenture trustee (the Assignee-Secured Party), and Deutsche Bank Trust Company Americas, as securities intermediary (the Securities Intermediary).
RECITALS
WHEREAS, pursuant to the Sale and Servicing Agreement,
_____________
Deutsche Bank Trust Co – Honda Auto Receivables 2005-1 Owner Trust (the Initial Secured Party), American Honda Finance Corporation (the Servicer), Deutsche Bank Trust Company Americas, as indenture trustee (the Assignee-Secured Party), and Deutsche Bank Trust Co mpany Americas, as securities intermediary (the Securities Intermediary).
RECITALS
WHEREAS, pursuant to the Sale and Servicing Agreement, the Seller has transferred to the Initial Secured Party, investment property consisting of
_____________
Deutsche Bank Trust Co – 2005-1 and a copy to American Honda Finance Corporation, as Administrator, at 20800 Madrona Avenue, Torrance, California 90503 (telecopier no. (310) 972-2248), (iii) the Assignee-Secured Party, at Deutsche Bank Trust Co mpany Americas, 60 Wall Street, 26th Floor - MS NYC60-2606, New York, New York 10005-2858, Attention: Structured Finance and (iv) the Securities Intermediary, at Deutsche Bank Trust Company Americas,
_____________
dt 1580696
|
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Control Agreement
Control Agreement (22K)
Doc #2396933: Click preview link for longer preview.
AMERICAN HONDA RECEIVABLES CORP.,
as Seller,
HONDA AUTO RECEIVABLES 2005-3 OWNER TRUST,
as Initial Secured Party,
AMERICAN HONDA FINANCE CORPORATION,
as Servicer
THE BANK OF NEW YORK,
as Indenture Trustee,
as Assignee-Secured Party,
and
THE BANK OF NEW YORK,
as Securities Intermediary
CONTROL AGREEMENT
Dated as of June 1, 2005
TABLE OF CONTENTS
Page
ARTICLE ONE
DEFINITIONS
Section 1.01.
General Definitions
1
Section 1.02.
Incorporation of UCC by Reference
2
ARTICLE TWO
ESTABLISHMENT OF CONTROL OVER SECURITIES ACCOUNTS
Section 2.01. . . .
2396933
| |
BNY
As referenced in this Control Agreement:
BANK OF NEW YORK, – 7.htm CONTROL AGREEMENT
Execution Copy
AMERICAN HONDA RECEIVABLES CORP.,
as Seller,
HONDA AUTO RECEIVABLES 2005-3 OWNER TRUST,
as Initial Secured Party,
AMERICAN HONDA FINANCE CORPORATION,
as Servicer
THE BANK OF NEW YORK,
as Indenture Trustee,
as Assignee-Secured Party,
and
THE BANK OF NEW YORK,
as Securities Intermediary
CONTROL AGREEMENT
Dated as of June 1, 2005
TABLE OF CONTENTS
Page
ARTICLE
_____________
BANK OF NEW YORK, – AUTO RECEIVABLES 2005-3 OWNER TRUST,
as Initial Secured Party,
AMERICAN HONDA FINANCE CORPORATION,
as Servicer
THE BANK OF NEW YORK,
as Indenture Trustee,
as Assignee-Secured Party,
and
THE BANK OF NEW YORK,
as Securities Intermediary
CONTROL AGREEMENT
Dated as of June 1, 2005
TABLE OF CONTENTS
Page
ARTICLE ONE
DEFINITIONS
Section 1.01.
General Definitions
1
Section 1.02.
Incorporation of
_____________
Bank of New York, – 1, 2005 (this Agreement), is among American Honda Receivables Corp. (the Seller), Honda Auto Receivables 2005-3 Owner Trust (the Initial Secured Party), American Honda Finance Corporation (the Servicer), The Bank of New York, as indenture trustee (the Assignee-Secured Party), and The Bank of New York, as securities intermediary (the Securities Intermediary).
RECITALS
WHEREAS, pursuant to the Sale and Servicing Agreement, the
_____________
Bank of New York, – Auto Receivables 2005-3 Owner Trust (the Initial Secured Party), American Honda Finance Corporation (the Servicer), The Bank of New York, as indenture trustee (the Assignee-Secured Party), and The Bank of New York, as securities intermediary (the Securities Intermediary).
RECITALS
WHEREAS, pursuant to the Sale and Servicing Agreement, the Seller has transferred to the Initial Secured Party, investment property consisting of Securities
_____________
Bank of New York, – 3 and a copy to American Honda Finance Corporation, as Administrator, at 20800 Madrona Avenue, Torrance, California 90503 (telecopier no. (310) 972-2248), (iii) the Assignee-Secured Party, at The Bank of New York, 101 Barclay Street, Floor 8 West, New York, New York 10286, Attention: Asset-Backed Securities Unit Honda Auto Receivables 2005-3 and (iv) the Securities Intermediary, at The Bank
_____________
dt 1691967
|
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Control Agreement
Control Agreement (33K)
Doc #250219: Click preview link for longer preview.
CONTROL AGREEMENT
(U.S. Bank National Association)
THIS CONTROL AGREEMENT (the "Agreement") dated as of November 7, 2003,
by and among U.S. Bank National Association, a national banking association, as
trustee under the Indenture (as defined below) (together with its successors and
assigns from time to time under the Indenture, the "Trustee"), U.S. Bank
National Association, a national banking association, as disbursement agent,
securities intermediary and depositary bank (together with any successor
depositary bank permitted hereunder, the "Clearing Bank"), the River Rock
Entertainment Authority (the "Authority"), an unincorporated instrumentality of
The Dry Creek Rancheria Band of Pomo Indians of California (the "Tribe") and the
Tribe (solely with respect to its obligations under Section 15). All capitalized
terms not expressly defined herein shall have the meanings ascribed to them in
that certain Cash Collateral and Disbursement Agreement dated as of the date
hereof (the "Cash Collateral Agreement") by and among the Trustee, the
Disbursement Agent, the Authority, the Tribe and Merritt & Harris, Inc., unless
the context requires otherwise.
RECITALS
A. Concurrently herewith, the Authority is issuing $200,000,000
aggregate principal amount of its 9.75% Initial Senior Notes due 2011 (together
with all notes issued in exchange or replacement therefor, the "Senior Notes"),
pursuant to the Indenture. In addition, the Authority may issue additional
senior notes (other than the Initial Senior Notes) pursuant to the Indenture in
accordance with the provisions thereof (collectively with the Initial Senior
Notes, the "Senior Notes").
B. The Authority and the Tribe desire to design, develop and construct
three parking structures and certain related infrastructure improvements (the
"Project") upon the Tribe's reservation near Geyserville, California, to support
the existing gaming facility of the Authority (the gaming facility and the
Project collectively the "Facility"). The Tribe has delegated to the Authority
all rights and decision-making authority with respect to the development,
construction and operation of the Facility pursuant to the Authority Ordinance.
C. The net proceeds from the issuance of the Initial Senior Notes (the
"Proceeds") will be used (among other things) to repay a majority of outstanding
indebtedness of the Authority, to fund the completion of the Project, to fund
the settlement of litigation involving the Tribe, to fund the acquisition of and
development of an access road on certain real property adjacent to the Tribe's
reservation and to repay outstanding indebtedness of the Tribe.
D. Contemporaneously with the execution of the Cash Collateral
Agreement, $64,600,000 of the Proceeds will be deposited into the Construction
Disbursement Account, $5,000,000 of the Proceeds will be deposited into the
Dugan Property Improvements Account and $10,000,000 of the Proceeds will be
deposited into the Construction Escrow Account.
E. The parties have entered into the Cash Collateral Agreement to set
forth the conditions upon which, and the manner in which, funds will be
disbursed (a) from the Construction Disbursement Account to fund the Project,
(b) from the Dugan Property Improvements Account to fund the Dugan Project, (c)
from the Construction Escrow Account to permit the Authority to fund cost
overruns with respect to the Project to the extent that such cost overruns
cannot be satisfied from the Construction Disbursement Account, and (d) from all
of the accounts established thereby for the further purposes set forth therein.
{PAGE}
F. Assets maintained in the Construction Escrow Account, the Dugan
Property Improvements Account, and the Construction Disbursement Account and are
owned beneficially by the Authority, subject to the terms and conditions of the
Cash Collateral Agreement.
G. As provided in the Cash Collateral Agreement, the Authority has
selected the Wells Fargo Bank, N.A. to maintain the account of the Authority in
respect of the operation and management of the Facility (together with all
substitutes, renewals and replacements therefor or thereof and any and all
interest earned on funds therein, the "Operating Account").
H. The Trustee and the Authority have agreed that during certain
periods (the "Cash Collateral Periods") commenced by delivery of a Cash
Collateral Period Notice (hereinafter defined) and terminated by delivery of a
Cash Collateral Period Termination Notice (hereinafter defined), the Trustee
shall have the right to cause the funds in the Construction Accounts to be
transferred and/or otherwise handled as directed by the Trustee.
NOW, THEREFORE, in consideration of the mutual agreements contained
herein and for ten dollars ($10.00) and other good and valuable consideration,
the sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
1.1 Construction Disbursement Account. The Construction Disbursement
Account is designated as follows:
Name: River Rock Entertainment Authority, an unincorporated
instrumentality of The Dry Creek Rancheria Band of Pomo Indians of
California
Account No.: 743811001
The Trustee shall have the option to change the name of such account in its sole
discretion by giving notice to the Authority and the Clearing Bank.
1.2 Dugan Property Improvements Account. The Dugan Property
Improvements Account is designated as follows:
Name: River Rock Entertainment Authority, an unincorporated
instrumentality of The Dry Creek Rancheria Band of Pomo Indians of
California
Account No.: 743811002
The Trustee shall have the option to change the name of such account in its sole
discretion by giving notice to the Authority and the Clearing Bank.
1.3 Construction Escrow Account. The Construction Escrow Account is
designated as follows:
2
{PAGE}
Name: River Rock Entertainment Authority, an unincorporated
instrumentality of The Dry Creek Rancheria Band of Pomo Indians of
California
Account No.: 743811003
The Trustee shall have the option to change the name of such account in its sole
discretion by giving notice to the Authority and the Clearing Bank.
2. Control of Construction Accounts. Subject to the Authority's limited
rights of withdrawal as specified in Paragraph 6, below, the Construction
Accounts are under the sole dominion, control and discretion of the Trustee. The
Construction Accounts have been assigned the federal tax identification number
of the Authority, which number is 68-0490898. The Clearing Bank shall not
commingle amounts on deposit in the Construction Accounts with any other amounts
held by the Clearing Bank on behalf of the Trustee, the Authority or any other
person or entity.
3. Deposits of Proceeds. From and after the date hereof, $64,600,000 of
the Proceeds shall be deposited in the Construction Disbursement Account,
$5,000,000 of the Proceeds shall be deposited in the Dugan Property Improvements
Account and $10,000,000 of the Proceeds shall be deposited in the Construction
Escrow Account.
4. Transfer of Funds. The Authority hereby irrevocably instructs and
authorizes the Clearing Bank upon and following written direction from the
Trustee (as amended from time to time by the Trustee, the "Cash Collateral
Period Notice") to disburse via the ACH System, if available, or otherwise by
wire transfer, to a bank and account as shall be designated by the Trustee, all
amounts constituting available funds on deposit in the Construction Accounts.
The then existing Cash Collateral Period Notice shall remain effective until
revoked or modified from time to time by the Trustee. The Trustee retains the
right to provide additional or different directions in the Cash Collateral
Period Notice, including but not limited to amendments thereof. If transferring
such amounts by the ACH System and if required by the Clearing Bank, each such
transfer shall be initiated by the Trustee. If the Clearing Bank provides
electronic data transfer services, the Clearing Bank shall provide the Trustee
access to the Clearing Bank's electronic data transfer system for purposes of
effecting such transfers. At any time that funds may not be transferred as
described above in this paragraph, the Clearing Bank shall transfer amounts by
wire transfer of immediately available funds.
5. Reporting Requirements. Following the Clearing Bank's receipt of the
Cash Collateral Period Notice, the Clearing Bank shall send a credit advice to
the Authority, which credit advice shall specify the amount in the Construction
Accounts on such date. The Clearing Bank shall also send a monthly report to the
Authority which monthly report shall specify the credits and changes to the
Construction Accounts for the previous calendar month and shall immediately
establish the Trustee as user of the Clearing Bank's electronic data transfer
system in accordance with the Clearing Bank's standard procedures. Upon request
250219
|
U.S. Bank, NA
As referenced in this Control Agreement:
U.S. Bank National Association) – {DOCUMENT}
{TYPE}EX-10.4
{SEQUENCE}15
{FILENAME}b328327_ex10-4.txt
{DESCRIPTION}EXHIBIT 10.4
{TEXT}
{PAGE}
EXHIBIT 10.4
CONTROL AGREEMENT
(U.S. Bank National Association)
THIS CONTROL AGREEMENT (the "Agreement") dated as of November 7, 2003,
by and among U.S. Bank National Association, a national banking
_____________
U.S. Bank National Association, – 10.4
CONTROL AGREEMENT
(U.S. Bank National Association)
THIS CONTROL AGREEMENT (the "Agreement") dated as of November 7, 2003,
by and among U.S. Bank National Association, a national banking association, as
trustee under the Indenture (as defined below) (together with its successors and
assigns from time to time
_____________
U.S. Bank
National Association, – as
trustee under the Indenture (as defined below) (together with its successors and
assigns from time to time under the Indenture, the "Trustee"), U.S. Bank
National Association, a national banking association, as disbursement agent,
securities intermediary and depositary bank (together with any successor
depositary bank permitted hereunder, the "Clearing
_____________
U.S. Bank National Association
– and certification fee prepaid, return
receipt requested; or by facsimile transmission, in each case, addressed as
follows:
8
{PAGE}
To the Clearing Bank:
U.S. Bank National Association
60 Livingston Avenue
St. Paul, Minnesota 55107-3913
Attn: Corporate Trust Department
Telephone: (651) 495-3913
Facsimile: (651) 495-8097
To the
_____________
U.S. Bank National Association
– 60 Livingston Avenue
St. Paul, Minnesota 55107-3913
Attn: Corporate Trust Department
Telephone: (651) 495-3913
Facsimile: (651) 495-8097
To the Trustee:
U.S. Bank National Association
60 Livingston Avenue
St. Paul, Minnesota 55107-3913
Attn: Corporate Trust Department
Telephone: (651) 495-3913
Facsimile: (651) 495-8097
To the
_____________
dt 188375
;
|
Wells Fargo Bank
As referenced in this Control Agreement:
Wells Fargo Bank, N.A. – to the terms and conditions of the
Cash Collateral Agreement.
G. As provided in the Cash Collateral Agreement, the Authority has
selected the Wells Fargo Bank, N.A. to maintain the account of the Authority in
respect of the operation and management of the Facility (together with all
substitutes, renewals
_____________
dt 114573
|
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Control Agreement
Control Agreement (31K)
Doc #250221: Click preview link for longer preview.
CONTROL AGREEMENT
(Wells Fargo Bank, N.A.)
THIS CONTROL AGREEMENT (the "Agreement") dated as of November 7, 2003,
by and among U.S. Bank National Association, a national banking association, as
trustee under the Indenture (as defined below) (together with its successors and
assigns from time to time under the Indenture, the "Trustee"), Wells Fargo Bank,
N.A., a national banking association, as disbursement agent, securities
intermediary and depositary bank (together with any successor depositary bank
permitted hereunder, the "Clearing Bank"), the River Rock Entertainment
Authority (the "Authority"), an unincorporated instrumentality of The Dry Creek
Rancheria Band of Pomo Indians of California (the "Tribe") and the Tribe (solely
with respect to its obligations under Section 15). All capitalized terms not
expressly defined herein shall have the meanings ascribed to them in that
certain Cash Collateral and Disbursement Agreement dated as of the date hereof
(the "Cash Collateral Agreement") by and among the Trustee, the Disbursement
Agent, the Authority, the Tribe and Merritt & Harris, Inc., unless the context
otherwise requires.
RECITALS
A. Concurrently herewith, the Authority is issuing $200,000,000
aggregate principal amount of its 9.75% Senior Notes due 2011 (together with all
notes issued in exchange or replacement therefor, the "Initial Senior Notes"),
pursuant to the Indenture. In addition, the Authority may issue additional
senior notes (other than the Initial Senior Notes) pursuant to the Indenture in
accordance with the provisions thereof (collectively with the Initial Senior
Notes, the "Senior Notes").
B. The Authority and the Tribe desire to design, develop and construct
three parking structures and certain related infrastructure improvements (the
"Project") upon the Tribe's reservation near Geyserville, California, to support
the existing gaming facility of the Authority (the gaming facility and the
Project collectively the "Facility"). The Tribe has delegated to the Authority
all rights and decision-making authority with respect to the development,
construction and operation of the Facility pursuant to the Authority Ordinance.
C. The net proceeds from the issuance of the Initial Senior Notes (the
"Proceeds") will be used (among other things) to repay a majority of the
outstanding indebtedness of the Authority, to fund the completion of the
Project, to fund the settlement of litigation involving the Tribe, to fund the
acquisition of and development of an access road on certain real property
adjacent to the Tribe's reservation and to repay the outstanding indebtedness of
the Tribe.
D. Contemporaneously with the execution of the Cash Collateral
Agreement, $64,600,000 of the Proceeds will be deposited into the Construction
Disbursement Account, $5,000,000 of the Proceeds will be deposited into the
Dugan Property Improvements Account and $10,000,000 of the Proceeds will be
deposited into the Construction Escrow Account.
E. The parties have entered into the Cash Collateral Agreement to set
forth the conditions upon which, and the manner in which, funds will be
disbursed (a) from the Construction Disbursement Account to fund the Project,
(b) from the Dugan Property Improvements Account to fund the Dugan Project, (c)
from the Construction Escrow Account to permit the Authority to fund cost
overruns with respect to the Project to the extent such cost overruns cannot be
satisfied from the Construction Disbursement Account, and (d) from all of the
accounts established thereby for the further purposes set forth therein.
{PAGE}
F. As provided in the Cash Collateral Agreement, the Authority has
selected the Clearing Bank to maintain the account of the Authority in respect
of the operation and management of the Facility (together with all substitutes,
renewals and replacements therefor or thereof and any and all interest earned on
funds therein, the "Operating Account").
G. This Agreement sets forth the terms and conditions pursuant to which
the Clearing Bank will implement certain automatic clearing and processing
functions and otherwise handle the revenues generated in connection with the
Facility and pledged by the Authority in favor of the Trustee (the "Pledged
Revenues"; provided, however, that for purposes of this Agreement, Pledged
Revenues shall exclude Cage Cash). The Pledged Revenues will be deposited as
they are received by the Authority into the Operating Account.
H. Assets maintained in the Operating Account are owned beneficially by
the Authority, subject only to the terms and conditions of the Cash Collateral
Agreement.
I. The Trustee and the Authority have agreed that during certain
periods (the "Cash Collateral Periods") commenced by delivery of a Cash
Collateral Period Notice (hereinafter defined) and terminated by delivery of a
Cash Collateral Period Termination Notice (hereinafter defined), the Trustee
shall have the right to cause the Pledged Revenues to be transferred and/or
otherwise handled as directed by the Trustee.
NOW, THEREFORE, in consideration of the mutual agreements contained
herein and for ten dollars ($10.00) and other good and valuable consideration,
the sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
1. Operating Account. The Operating Account is designated as follows:
Name: River Rock Entertainment Authority, an unincorporated
instrumentality of The Dry Creek Rancheria Band of Pomo Indians of
California
Account No.: 4945092500.
The Trustee shall have the option to change the name of such account in its sole
discretion by giving notice to the Authority and the Clearing Bank.
2. Control of Operating Account. Subject to the Authority's limited
rights of withdrawal as specified in Paragraph 6, below, the Operating Account
is under the sole dominion, control and discretion of the Trustee. The Operating
Account has been assigned the federal tax identification number of the
Authority, which number is 68-0490898. The Clearing Bank shall not commingle
amounts on deposit in the Operating Account with any other amounts held by the
Clearing Bank on behalf of the Trustee, the Authority or any other person or
entity.
3. Deposits of Pledged Revenues.
From and after the date hereof, all Pledged Revenues (net of cage cash)
in the Operating Account.
2
{PAGE}
4. Transfer of Funds. The Authority hereby irrevocably instructs and
authorizes the Clearing Bank upon and following written direction from the
Trustee (as amended from time to time by the Trustee, the "Cash Collateral
Period Notice") to disburse on the each business day via the ACH System, if
available, or otherwise by wire transfer, to a bank and account as shall be
designated by the Trustee, all amounts constituting available funds on deposit
in the Operating Account. The then existing Cash Collateral Period Notice shall
remain effective until revoked or modified from time to time by the Trustee. The
Trustee retains the right to provide additional or different directions in the
Cash Collateral Period Notice, including but not limited to amendments thereof.
If transferring such amounts by the ACH System and if required by the Clearing
Bank, each such transfer shall be initiated by the Trustee. If the Clearing Bank
provides electronic data transfer services, the Clearing Bank shall provide the
Trustee access to the Clearing Bank's electronic data transfer system for
purposes of effecting such transfers. At any time that funds may not be
transferred as described above in this paragraph, the Clearing Bank shall
transfer amounts by wire transfer of immediately available funds.
5. Reporting Requirements. Following the Clearing Bank's receipt of the
Cash Collateral Period Notice, the Clearing Bank shall provide Trustee, at
Trustee's expense, automated access to standard reports of prior day credits and
debits for the Operating Account, and shall establish the Trustee as a user of
the Clearing Bank's electronic data transfer system in accordance with the
Clearing Bank's standard procedures upon execution of Clearing Bank's required
documents which such access shall be terminated upon receipt of the Cash
Collateral Period Termination Notice.
3
{PAGE}
6. Control of Pledged Revenues. The Authority hereby notifies the
Clearing Bank, and the Clearing Bank acknowledges, that, in accordance with the
Cash Collateral Agreement and the Pledge and Security Agreement and in reliance
on the UCC and the Tribal UCC, (a) all amounts held in the Operating Account by
the Clearing Bank from time to time have been irrevocably pledged, transferred
and assigned to the Trustee as additional security for the Senior Notes, (b) the
Trustee has a first security interest therein and a first lien thereon, and (c)
without limiting the foregoing, the Trustee has all of the remedies of a secured
party under the UCC, including without limitation the right and power to take
immediate and exclusive possession of the Operating Account and to direct the
disposition thereof, without any additional consent or authorization of the
Authority. Prior to the Clearing Bank's receipt of a Cash Collateral Period
Notice and again following receipt by the Clearing Bank from the Trustee of
written notice from the Trustee that the Cash Collateral Period corresponding to
250221
|
U.S. Bank, NA
As referenced in this Control Agreement:
U.S. Bank National Association, – 10.5
CONTROL AGREEMENT
(Wells Fargo Bank, N.A.)
THIS CONTROL AGREEMENT (the "Agreement") dated as of November 7, 2003,
by and among U.S. Bank National Association, a national banking association, as
trustee under the Indenture (as defined below) (together with its successors and
assigns from time to time
_____________
U.S. Bank National Association
– A.
5340 Kietzke Lane, Suite 201
Reno, Nevada 89511
Attn: Rochane Hacket
Telephone: (775) 689-6007
Facsimile: (775) 689-6026
To the Trustee:
U.S. Bank National Association
60 Livingston Avenue
St. Paul, Minnesota 55107-3913
Attn: Corporate Trust Department
Telephone: (651) 495-3913
Facsimile: (651) 495-8097
To the
_____________
U.S. BANK NATIONAL ASSOCIATION, – each caused this Agreement
to be duly executed by their duly authorized officers, all as of the day and
year first above written.
U.S. BANK NATIONAL ASSOCIATION, as Trustee
By: /s/ Frank Leslie
--------------------------------
Name: Frank Leslie
Title: Vice President
RIVER ROCK ENTERTAINMENT AUTHORITY
By: /s/ Elizabeth Elgin DeRouen
--------------------------------
Name:
_____________
dt 188376
;
|
Wells Fargo Bank
As referenced in this Control Agreement:
Wells Fargo Bank, N.A. – {DOCUMENT}
{TYPE}EX-10.5
{SEQUENCE}16
{FILENAME}b328327_ex10-5.txt
{DESCRIPTION}EXHIBIT 10.5
{TEXT}
{PAGE}
EXHIBIT 10.5
CONTROL AGREEMENT
(Wells Fargo Bank, N.A. )
THIS CONTROL AGREEMENT (the "Agreement") dated as of November 7, 2003,
by and among U.S. Bank National Association, a national banking
_____________
Wells Fargo Bank,
N.A. – as
trustee under the Indenture (as defined below) (together with its successors and
assigns from time to time under the Indenture, the "Trustee"), Wells Fargo Bank,
N.A. , a national banking association, as disbursement agent, securities
intermediary and depositary bank (together with any successor depositary bank
permitted hereunder, the "Clearing
_____________
Wells Fargo Bank, N.A. – mail, postage and certification fee prepaid, return
receipt requested; or by facsimile transmission, in each case, addressed as
follows:
To the Clearing Bank:
Wells Fargo Bank, N.A.
5340 Kietzke Lane, Suite 201
Reno, Nevada 89511
Attn: Rochane Hacket
Telephone: (775) 689-6007
Facsimile: (775) 689-6026
To the Trustee:
_____________
WELLS FARGO BANK, N.A. – POMO INDIANS
(solely with respect to its obligations under Section 15)
By: /s/ Elizabeth Elgin DeRouen
--------------------------------
Name: Elizabeth DeRouen
Title: Chairperson
CLEARING BANK:
WELLS FARGO BANK, N.A.
By: /s/ Rochanne L. Hackett
---------------------------------
Name: Rochanne L. Hackett
Title: Vice President
9
{PAGE}
EXHIBIT A
Permitted Investments
"Permitted Investments" means:
(1)
_____________
dt 114574
|
| Preview
Subscribers | 2004 |
Control Agreement
Control Agreement (26K)
Doc #271864: Click preview link for longer preview.
CONTROL AGREEMENT
This CONTROL AGREEMENT (the "Agreement") dated as of March 2, 2004 by
and among MGI Pharma, Inc. (the "Pledgor") and Wells Fargo Bank, National
Association, in its capacity as trustee (the "Trustee"), and Wells Fargo Bank,
National Association, a national banking association, in its capacity as
securities intermediary and depository bank (the "Account Holder").
PRELIMINARY STATEMENTS:
(1) The Pledgor has granted the Trustee a security interest (the
"Security Interest") in certain security entitlements (the "Pledged Security
Entitlements") with respect to certain U.S. Treasury securities (the "Pledged
Financial Assets") identified on Schedule I attached hereto maintained by the
Trustee with the Account Holder and carried from time to time in an account with
the Account Holder, ABA No. 121000248, Account No. 15948501, and entitled "MGI
PHARMA, INC. Senior Subordinated Convertible Notes due 2024, Collateral Pledge
Account", (the "Pledged Account") and all additions thereto and substitutions
and proceeds thereof (collectively, the "Collateral"), pursuant to, and as more
particularly described in, a Pledge Agreement dated as of March 2, 2004, among
the Pledgor and the Trustee (as the same may hereafter be amended, supplemented
or otherwise modified from time to time, the "Pledge Agreement"; terms defined
in the Pledge Agreement and not otherwise defined herein are used herein as
therein defined). The Pledgor acknowledges having received value for such pledge
of the Collateral.
(2) Terms defined in Article 8 or 9 of the Uniform Commercial Code as
in effect in the State of New York (the "UCC") are used in this Agreement
(including, without limitation, paragraph (1) above) as such terms are defined
in such Article 8 or 9.
(3) The Pledgor, the Trustee and the Account Holder are delivering
this Agreement pursuant to the terms of the Pledge Agreement.
NOW, THEREFORE, in consideration of the premises and mutual agreements
contained herein, the parties hereto hereby agree as follows:
SECTION 1. Notice of Exclusive Control. The Pledgor and Trustee are
entering into this Agreement to perfect, and confirm the first priority lien of,
the Trustee's Security Interest in the Collateral. The Account Holder agrees to
promptly make all necessary entries or notations in its books and records to
reflect the Trustee's Security Interest in the Collateral and to apply any value
distributed on account of any Pledged Financial Assets as directed in writing by
the Trustee without further consent from the Pledgor. The Account Holder
acknowledges that the Trustee has exclusive control over the Pledged Account and
all Pledged Security Entitlements contained therein from time to time.
SECTION 2. The Account. The Account Holder represents and warrants
to, and agrees with, the Pledgor and the Trustee and the Holders of the Notes
that:
1
{PAGE}
(a) The Account Holder has established the Pledged Account and shall
not change the name or account number of the Pledged Account without the prior
written consent of the Trustee.
(b) The Account Holder maintains the Pledged Account for the Trustee,
and all property (including, without limitation, all funds and financial assets)
held by the Account Holder for the account of the Trustee is, and will continue
to be, credited to the Pledged Account. The Account Holder is a securities
intermediary (as defined in Section 8-102(a)(xiv) of the UCC) and is acting in
such capacity in relation to the Trustee, the Pledgor and the Pledged Account
and with respect to all property credited thereto, from time to time.
(c) The Pledged Account is a securities account. The Account Holder
is the securities intermediary with respect to financial assets credited to the
Pledged Account from time to time. The Trustee is the entitlement holder with
respect to financial assets credited from time to time to the Pledged Account.
(d) All financial assets in registered form or payable to or to the
order of and credited to the Pledged Account shall be registered in the name of,
payable to or to the order of, or endorsed to, the Account Holder and in no case
during the term of the Pledge Agreement will any financial asset credited to the
Pledged Account be registered in the name of, payable to or to the order of, or
endorsed to, the Pledgor, except to the extent the foregoing have been
subsequently endorsed by the Pledgor to the Account Holder or in blank.
(e) Notwithstanding any other agreement to the contrary, the Account
Holder's jurisdiction with respect to the Pledged Account for purposes of the
UCC is, and will continue to be for so long as the Security Interest shall be in
effect, the State of New York.
(f) The Account Holder does not know of any claim to or interest in
the Pledged Account or any property (including, without limitation, all funds
and financial assets) credited to the Pledged Account, except for claims and
interests of the parties referred to in this Agreement.
SECTION 3. Control by Trustee. (a) The Account Holder will comply
with (A) all written instructions directing disposition of the funds in the
Pledged Account (such instructions, a "Payment Order"), (B) all notifications
and entitlement orders that the Account Holder receives directing it to transfer
or redeem any financial asset in the Pledged Account and (C) all other
directions concerning the Collateral, including, without limitation, directions
to distribute to the Trustee proceeds of any such transfer or redemption or
interest on any property in the Pledged Account (any such instruction,
notification or direction referred to in clause (A), (B) or (C) above being an
"Account Direction"), in each case of clauses (A), (B) and (C) above originated
by the Trustee without further consent by the Pledgor or any other person.
(b) The Trustee hereby acknowledges that it shall maintain and
exercise control of the Pledged Account on behalf of the Holders of the Notes.
(c) The Account Holder will not (i) comply with Account Directions or
271864
|
MGi Pharma
As referenced in this Control Agreement:
MGI Pharma, – CONTROL AGREEMENT
{TEXT}
{PAGE}
Exhibit 10.2
CONTROL AGREEMENT
This CONTROL AGREEMENT (the "Agreement") dated as of March 2, 2004 by
and among MGI Pharma, Inc. (the "Pledgor") and Wells Fargo Bank, National
Association, in its capacity as trustee (the "Trustee"), and Wells Fargo Bank,
National Association,
_____________
"MGI
PHARMA, – Account Holder and carried from time to time in an account with
the Account Holder, ABA No. 121000248, Account No. 15948501, and entitled "MGI
PHARMA, INC. Senior Subordinated Convertible Notes due 2024, Collateral Pledge
Account", (the "Pledged Account") and all additions thereto and substitutions
and proceeds thereof (
_____________
MGI PHARMA, – hereto have caused this Agreement to
be executed by their respective officers thereunto duly authorized, as of the
date first above written.
Pledgor:
MGI PHARMA, INC.
By: /s/ William C. Brown
-------------------------------------
Name: William C. Brown
Title: Executive Vice President and
Chief Financial Officer
[Signature page to the
_____________
dt 181447
;
|
Wells Fargo Bank
As referenced in this Control Agreement:
Wells Fargo Bank, Na – 2
CONTROL AGREEMENT
This CONTROL AGREEMENT (the "Agreement") dated as of March 2, 2004 by
and among MGI Pharma, Inc. (the "Pledgor") and Wells Fargo Bank, Na tional
Association, in its capacity as trustee (the "Trustee"), and Wells Fargo Bank,
National Association, a national banking association, in its capacity as
_____________
Wells Fargo Bank,
Na – 2004 by
and among MGI Pharma, Inc. (the "Pledgor") and Wells Fargo Bank, National
Association, in its capacity as trustee (the "Trustee"), and Wells Fargo Bank,
Na tional Association, a national banking association, in its capacity as
securities intermediary and depository bank (the "Account Holder").
PRELIMINARY STATEMENTS:
(1) The Pledgor
_____________
WELLS FARGO BANK, NA – William C. Brown
-------------------------------------
Name: William C. Brown
Title: Executive Vice President and
Chief Financial Officer
[Signature page to the Control Agreement]
{PAGE}
Trustee:
WELLS FARGO BANK, NA TIONAL ASSOCIATION
as Trustee
By: /s/ Jeffery Rose
-------------------------------------
Name: Jeffery Rose
Title: Corporate Trust Officer
[Signature page to the Control Agreement]
{PAGE}
Exhibit
_____________
WELLS FARGO BANK, NA – By: /s/ Jeffery Rose
-------------------------------------
Name: Jeffery Rose
Title: Corporate Trust Officer
[Signature page to the Control Agreement]
{PAGE}
Exhibit 10.2
Account Holder:
WELLS FARGO BANK, NA TIONAL ASSOCIATION
as Account Holder
By: /s/ Jeffery Rose
-------------------------------------
Name: Jeffery Rose
Title: Corporate Trust Officer
Address for Notices:
Corporate Trust Services
Sixth
_____________
dt 180026
|
| Preview
Subscribers | 2003 |
Control Agreement
Control Agreement (83K)
Doc #126335: Click preview link for longer preview.
================================================================================
TESORO PETROLEUM CORPORATION
SENIOR SECURED TERM LOANS DUE 2008
8% SENIOR SECURED NOTES DUE 2008
CONTROL AGREEMENT
Dated as of May 16, 2003
================================================================================
{PAGE}
TABLE OF CONTENTS
{Table}
{Caption}
PAGE
----
{S} {C} {C}
ARTICLE I
DEFINITIONS
SECTION 1.01. Credit Agreement and UCC Definitions........................................................2
SECTION 1.02. Rules of Interpretation.....................................................................2
ARTICLE II
ASSET SALE PROCEEDS ACCOUNT
SECTION 2.01. Asset Sale Proceeds Account.................................................................2
SECTION 2.02. Permitted Investments.......................................................................5
SECTION 2.03. Monies Received by the Company..............................................................6
SECTION 2.04. Books of Asset Sale Proceeds Account; Statements............................................7
ARTICLE III
SECURITY AND RELATED PROVISIONS; SECURITIES INTERMEDIARY
SECTION 3.01. Securities Asset Sale Proceeds Account......................................................7
SECTION 3.02. Certain Rights and Powers in Respect of Asset Sale Proceeds Account and Funds...............8
SECTION 3.03. Security Interest..........................................................................10
SECTION 3.04. Duties and Certain Rights of Depositary Agent..............................................11
SECTION 3.05. Remedies...................................................................................17
ARTICLE IV
TERMINATION OF AGREEMENT
SECTION 4.01. Rights and Obligations of Collateral Agent and Depositary Agent............................17
SECTION 4.02. Secured Obligations........................................................................17
ARTICLE V
MISCELLANEOUS
SECTION 5.01. Notices....................................................................................18
{/Table}
{PAGE}
{Table}
{S} {C} {C}
SECTION 5.02. Benefit of Agreement.......................................................................19
SECTION 5.03. No Waiver; Remedies Cumulative.............................................................20
SECTION 5.04. Severability...............................................................................20
SECTION 5.05. Amendments.................................................................................20
SECTION 5.06. Headings...................................................................................20
SECTION 5.07. Governing Law..............................................................................20
SECTION 5.08. CONSENT TO JURISDICTION....................................................................20
SECTION 5.09. WAIVER OF JURY TRIAL.......................................................................21
SECTION 5.10. Successors and Assigns.....................................................................22
SECTION 5.11. Entire Agreement...........................................................................22
SECTION 5.12. Survival of Agreements.....................................................................22
SECTION 5.13. Further Information........................................................................22
SECTION 5.14. Additional Depositary Agent Provisions.....................................................22
SECTION 5.15. Counterparts...............................................................................23
SECTION 5.16. Effectiveness..............................................................................23
SECTION 5.17. Collateral Agent's Obligations.............................................................23
EXHIBIT: A Remittance Instruction Form
{/Table}
2
{PAGE}
This CONTROL AGREEMENT, dated as of May 16, 2003 (this "Agreement"), is
entered into by and among TESORO PETROLEUM CORPORATION, a Delaware corporation
(the "Company"), The Frost National Bank, as the bank and the securities
intermediary (together with its permitted successors in such capacity, the
"Depositary Agent") and WILMINGTON TRUST COMPANY, as Collateral Agent (together
with its successors in such capacity, the "Collateral Agent").
RECITALS:
1. The Company has borrowed $200,000,000 in principal amount of Term Loans (the
"Initial Term Loans") under the Credit and Guaranty Agreement dated as of April
17, 2003 (the "Term Loan Agreement") by and among the Company, the Guarantors,
the lenders from time to time party thereto, the Administrative Agent (together
with its successors in such capacity, the "Administrative Agent") and Goldman
Sachs Credit Partners L.P., as sole lead arranger, sole bookrunner and
syndication agent.
2. The Company has issued $375,000,000 in principal amount of 8.00% Senior
Secured Notes due April 15, 2008 (the "Initial Notes") pursuant to the Indenture
dated as of April 17, 2003 (the "Indenture") by and among the Company, the
Guarantors and The Bank of New York, as Trustee (together with its successors in
such capacity, the "Trustee").
3. Pursuant to the Term Loan Agreement, the Guarantors guarantee payment of the
Initial Term Loans and all other Term Loan Obligations. Pursuant to the
Indenture, the Guarantors guarantee payment of the Initial Notes and all other
Note Obligations.
4. The Term Loan Agreement and Indenture require the Company and the Guarantors
to secure payment of the Initial Term Loans and the Initial Notes and other
Secured Obligations, Equally and Ratably, by security interests in the
Collateral. Without providing any commitments to the Company as to the funding
of any future indebtedness, the Term Loan Agreement and Indenture permit the
Company from time to time to incur Indebtedness which it is otherwise permitted
to incur under the Term Loan Agreement and Indenture in the form of additional
Term Loans borrowed under the Term Loan Agreement or additional Notes issued
under the Indenture (or both) and to secure such additional Term Loans and
additional Notes, Equally and Ratably with the Initial Term Loans and the
Initial Notes, by such security interests in the Collateral, up to an aggregate
principal amount (including the Initial Term Loans and the Initial Notes) not
exceeding $725,000,000 at any one time outstanding.
5. The Term Loan Agreement and Indenture further require that such security
interests in the Collateral be granted pursuant to the Security Documents to a
collateral agent acting for the benefit of the holders of Term Loans, Notes and
other Secured Obligations. This Agreement sets forth the terms on which the
Collateral Agent has undertaken to accept, hold and enforce such security
interests and all related rights, interests and powers as agent for, and for the
benefit exclusively of, the present and future holders of the Term Loans, Notes
and other Secured Obligations.
126335
|
BNY
As referenced in this Control Agreement:
Bank of New York, – of April 17, 2003 (the "Indenture") by and among the Company, the
Guarantors and The Bank of New York, as Trustee (together with its successors in
such capacity, the "Trustee").
3. Pursuant to
dt 41613
;
GS Credit
As referenced in this Control Agreement:
Goldman
Sachs Credit Partners – Guarantors,
the lenders from time to time party thereto, the Administrative Agent (together
with its successors in such capacity, the "Administrative Agent") and Goldman
Sachs Credit Partners L.P., as sole lead arranger, sole bookrunner and
syndication agent.
2. The Company has issued $375,000,000 in principal amount of
_____________
dt 108309
;
Wilmington Trust
As referenced in this Control Agreement:
WILMINGTON TRUST CO – The Frost National Bank, as the bank and the securities
intermediary (together with its permitted successors in such capacity, the
"Depositary Agent") and WILMINGTON TRUST CO MPANY, as Collateral Agent (together
with its successors in such capacity, the "Collateral Agent").
RECITALS:
1. The Company has borrowed $200,000,000
_____________
Wilmington Trust Co – account in the name of the Company (as the entitlement holder)
entitled "Asset Sale Proceeds Blocked Account Subject to the Security Interest
of Wilmington Trust Co mpany, as Collateral Agent" and numbered 61-8083487 (the
"Asset Sale Proceeds Account"). The Asset Sales Proceeds Account shall at all
times be
_____________
Wilmington Trust Co – parties hereto or notices provided herein to be given may be given
to the following addresses:
18
{PAGE}
If to the Collateral Agent: Wilmington Trust Co mpany
Attention: Mary St. Amand
Assistant Vice President
Corporate Trust Administration
1100 North Market Street
Wilmington, DE 19890
Phone: 302-636-6436
Fax:
_____________
WILMINGTON TRUST CO – caused this Depositary Agreement
to be duly executed and delivered as of the date first above written.
TESORO PETROLEUM CORPORATION
By:
---------------------------------
Name:
Title:
WILMINGTON TRUST CO MPANY,
as the Collateral Agent
By:
---------------------------------
Name:
Title:
THE FROST NATIONAL BANK,
as Depositary Agent
By:
---------------------------------
Name:
Title:
[Depositary Agreement Signature Page]
{PAGE}
_____________
WILMINGTON TRUST CO – THE CONTROL AGREEMENT DATED MAY 16, 2003 (THE
"AGREEMENT"; CAPITALIZED TERMS USED HEREIN SHALL HAVE THE MEANINGS ASSIGNED
THERETO IN THE AGREEMENT) AMONG WILMINGTON TRUST CO MPANY (THE "COLLATERAL
AGENT"), THE FROST NATIONAL BANK (THE "DEPOSITARY AGENT") AND TESORO PETROLEUM
CORPORATION (THE "COMPANY"). THIS LETTER CONSTITUTES AN INSTRUCTION UNDER
_____________
dt 99564
;
| Tesoro Petroleum Corporation;
Tesoro Wasatch LLC
|
| Preview
Subscribers | 2003 |
Control Agreement
Control Agreement (26K)
Doc #164751: Click preview link for longer preview.
CONTROL AGREEMENT
CONTROL AGREEMENT (this Agreement), dated as of February 25, 2003, among XL RE LTD (together with its permitted successors and assigns, XLReB), CITICORP NORTH AMERICA, INC., as agent on behalf of the Secured Parties (as defined below) (in such capacity, together with its successors and assigns, the Agent) and MELLON BANK, N.A., as custodian and securities intermediary (in such capacity, together with its successors and assigns, the Securities Intermediary).
RECITALS
WHEREAS, XLReB and the Securities Intermediary are parties to that certain Master Custody Agreement dated as of June 30, 1998 among XLReB and certain other affiliates of XLReB parties thereto (as from time to time amended, the Custodial Agreement), pursuant to which XLReB has appointed the Securities Intermediary to act as its custodian for its securities and other assets;
WHEREAS, pursuant to that certain Revolving Credit and Security Agreement dated as of the date hereof (as from time to time amended, the Credit Agreement) among XLReB, the Agent, Corporate Asset Funding Company, Inc. (CAFCO), Corporate Receivables Corporation (CRC), Charta Corporation (Charta), Ciesco, L.P. (Ciesco) (CRC, CAFCO, Charta and Ciesco and each of their successors and assigns, the Lenders) and Citibank, N.A., the other banks and financial institutions from time to time parties to the Credit Agreement (together with Citibank, N.A., the Secondary Lenders), the Lenders and the Secondary Lenders have, subject to the terms and conditions thereof, agreed to make certain advances to XLReB, and XLReB has pledged, assigned, transferred, set over, delivered and granted to the Agent on behalf of itself, the Lenders and the Secondary Lenders a continuing lien upon and security interest in the Assigned Collateral (as defined therein); and
WHEREAS, the parties are entering into this Agreement to provide Agent with control of each Collateral Account and to perfect Agents security interest in the Control Collateral (as defined below) on behalf of itself, each Lender and each Secondary Lender (the Agent, each Lender and each Secondary Lender, collectively, the Secured Parties) in respect of the Secured Obligations (as defined in the Credit Agreement);
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. Definitions. All capitalized terms used but not defined herein shall have the meanings assigned to them in the Custodial Agreement.
Establishment of Collateral Accounts. (a) The Securities Intermediary has established and will maintain each of the segregated accounts specified on Schedule I hereto, as such Schedule may be supplemented and modified in accordance with Section 16 hereto (each a Collateral Account and collectively, the Collateral Accounts). The Securities Intermediary
164751
|
Citibank
As referenced in this Control Agreement:
Citibank, N.A. – CRC), Charta Corporation (Charta), Ciesco, L.P. (Ciesco) (CRC, CAFCO, Charta and Ciesco and each of their successors and assigns, the Lenders) and Citibank, N.A. , the other banks and financial institutions from time to time parties to the Credit Agreement (together with Citibank, N.A., the Secondary
_____________
Citibank, N.A. – the Lenders) and Citibank, N.A., the other banks and financial institutions from time to time parties to the Credit Agreement (together with Citibank, N.A. , the Secondary Lenders), the Lenders and the Secondary Lenders have, subject to the terms and conditions thereof, agreed to make certain advances
_____________
dt 146040
;
Citicorp
As referenced in this Control Agreement:
CITICORP NORTH AMERICA, – AGREEMENT
CONTROL AGREEMENT (this Agreement), dated as of February 25, 2003, among XL RE LTD (together with its permitted successors and assigns, XLReB), CITICORP NORTH AMERICA, INC., as agent on behalf of the Secured Parties (as defined below) (in such capacity, together with its successors and assigns, the
_____________
Citicorp North America, – Road
Hamilton HM 11, Bermuda
Attention: General Counsel, XL Capital Ltd
Telephone: 441-292-8515
Telefax: 441-292-5280
If to the Agent:
Citicorp North America, Inc.
U.S. Securitization
450 Mamaroneck Avenue
Harrison, New York 10528
Attention: U.S. Securitization
Telephone: (914) 899-7122
Facsimile: (914) 899-
_____________
Citicorp North America, – 450 Mamaroneck Avenue
Harrison, New York 10528
Attention: U.S. Securitization
Telephone: (914) 899-7122
Facsimile: (914) 899-7890
With a copy to:
Citicorp North America, Inc.
388 Greenwich Street, 19th Floor
New York, New York 10013
Attention: Portfolio Management Unit
Telephone No.: (212) 816-0108
Facsimile No.: (
_____________
CITICORP NORTH AMERICA, – Title: Vice President
XL RE LTD
By: /s/ John W. Hume
Name: John W. Hume
Title: Executive Vice President and
Chief Financial Officer
CITICORP NORTH AMERICA, INC.,
as Agent for the Secured Parties
By: /s/ Marc B. Adelman
Name: Marc B. Adelman
Title: Vice-President
13620.0171 #365594
_____________
dt 158176
;
XL Capital
As referenced in this Control Agreement:
XL Capital – 8547
Telefax: (412) 234-8725
If to XLReB:
XL Re Ltd
XL House
One Bermudiana Road
Hamilton HM 11, Bermuda
Attention: General Counsel, XL Capital Ltd
Telephone: 441-292-8515
Telefax: 441-292-5280
If to the Agent:
Citicorp North America, Inc.
U.S. Securitization
450 Mamaroneck Avenue
_____________
dt 233145
;
|
Citibank
As referenced in this Control Agreement:
Citibank, N.A. – CRC), Charta Corporation (Charta), Ciesco, L.P. (Ciesco) (CRC, CAFCO, Charta and Ciesco and each of their successors and assigns, the Lenders) and Citibank, N.A. , the other banks and financial institutions from time to time parties to the Credit Agreement (together with Citibank, N.A., |