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$40	Preview Full Doc	2003	Administration Agreement Administration Agreement (45K) Doc #113080: Click preview link for longer preview. NORDSTROM CREDIT CARD MASTER NOTE TRUST, as Issuer, and NORDSTROM fsb, as Administrator ------------------------- ADMINISTRATION AGREEMENT Dated as of April 1, 2002 ------------------------- ================================================================================ {PAGE} TABLE OF CONTENTS {TABLE} {CAPTION} Page ---- {S} {C} Section 1.01 Capitalized Terms; Interpretive Provisions................... 2 Section 1.02 Duties of Administrator...................................... 2 Section 1.03 Records...................................................... 7 Section 1.04 Compensation................................................. 7 Section 1.05 Additional Information to be Furnished to Issuer............. 7 Section 1.06 Independence of Administrator................................ 7 Section 1.07 No Joint Venture............................................. 7 Section 1.08 Other Activities of Administrator............................ 7 Section 1.09 Term of Agreement; Resignation and Removal of Administrator.. 8 Section 1.10 Action upon Termination, Resignation or Removal.............. 9 Section 1.11 Notices...................................................... 9 Section 1.12 Amendments................................................... 10 Section 1.13 Successors and Assigns....................................... 10 Section 1.14 GOVERNING LAW................................................ 11 Section 1.15 Effect of Headings and Table of Contents..................... 11 Section 1.16 Counterparts................................................. 11 Section 1.17 Severability of Provisions................................... 11 Section 1.18 Not Applicable to Nordstrom fsb in Other Capacities.......... 11 Section 1.19 Limitation of Liability of Owner Trustee..................... 11 Section 1.20 Third-Party Beneficiary...................................... 11 Section 1.21 Nonpetition Covenant......................................... 11 Section 1.22 Successor Administrator...................................... 12 EXHIBITS Exhibit A - Form of Power of Attorney..................................... A-1 {/TABLE} i {PAGE} ADMINISTRATION AGREEMENT This Administration Agreement, dated as of April 1, 2002 (the "Agreement"), is between Nordstrom Credit Card Master Note Trust, as issuer (the "Issuer"), and Nordstrom fsb (the "Bank"), as administrator (in such capacity, the "Administrator"). WHEREAS, the Issuer has entered into a master indenture, dated as of April 1, 2002 (the "Master Indenture"), between the Issuer and Wells Fargo Bank Minnesota, National Association, as trustee (the "Indenture Trustee"), as supplemented by the series 2002-1 indenture supplement, dated as of April 1, 2002 (the "Series 2002-1 Indenture Supplement", and together with the Master Indenture, the "Indenture"), between the Issuer and the Indenture Trustee to provide for the issuance of asset backed notes (the "Notes") from time to time pursuant to one or more indenture supplements; WHEREAS, the Issuer has entered into certain agreements in connection with the issuance of the Notes, the issuance of the beneficial ownership interest of the Issuer and transactions related thereto, including (i) the Master Indenture; (ii) the Series 2002-1 Indenture Supplement; (iii) a transfer and servicing agreement, dated as of April 1, 2002 (as amended, supplemented or otherwise modified form time to time, the "Transfer and Servicing Agreement"), among Nordstrom Credit Card Receivables LLC, as transferor (the "Transferor"), the Bank, as servicer (in such capacity, the "Servicer"), the Indenture Trustee and the Issuer and (iv) an amended and restated trust agreement, dated as of April 1, 2002 (as amended, supplemented or otherwise modified form time to time, the "Trust Agreement" and, together with the Master Indenture, the Series 2002-1 Indenture Supplement and the Transfer and Servicing Agreement, as each may be amended, supplemented or otherwise modified form time to time, the "Related Agreements"), between the Transferor, as transferor, and Wilmington Trust Company, as trustee (the "Owner Trustee"); WHEREAS, pursuant to the Related Agreements, the Issuer and the Owner Trustee are required to perform certain duties in connection with (i) the Notes and the collateral therefor pledged pursuant to the Indenture (the "Collateral") and (ii) the beneficial ownership interest in the Issuer (the holder of such interest being referred to herein as the "Owner"); WHEREAS, the Issuer and the Owner Trustee desire to have the Administrator perform certain of the duties of the Issuer and the Owner Trustee referred to in the preceding clause and to provide such additional services consistent with the terms of this Agreement and the Related Agreements as the Issuer and the Owner Trustee may from time to time request; and WHEREAS, the Administrator has the capacity to provide the services required hereby and is willing to perform such services for the Issuer and the Owner Trustee on the terms set forth herein. 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 agree as follows: {PAGE} Section 1.01. Capitalized Terms; Interpretive Provisions. (a) Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto or incorporated by reference in the Trust Agreement, the Transfer and Servicing Agreement or the Indenture, as the case may be. Whenever used herein, unless the context otherwise requires, the following words and phrases shall have the following meanings: "Agreement" has the meaning set forth in the Preamble. "Indenture" has the meaning set forth in the Preamble. "Master Indenture" has the meaning set forth in the Preamble. "Related Agreements" has the meaning set forth in the Preamble. "Series 2002-1 Indenture Supplement" has the meaning set forth in the Preamble. "Transfer and Servicing Agreement" has the meaning set forth in the Preamble. "Trust Agreement" has the meaning set forth in the Preamble. (b) For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires, (i) terms used in this Agreement include, as appropriate, all genders and the plural as well as the singular, (ii) references to this Agreement include all Exhibits hereto, (iii) references to words such as "herein", "hereof" and the like shall refer to this Agreement as a whole and not to any particular part, Article or Section within this Agreement, (iv) the term "include" and all variations thereof shall mean "include without limitation", (v) the term "or" shall include "and/or" and (vi) the term "proceeds" shall have the meaning ascribed to such term in the UCC. Section 1.02. Duties of Administrator. (a) Duties with Respect to the Related Agreements. The Administrator shall consult with the Owner Trustee regarding the duties of the Issuer and the Owner Trustee under the Related Agreements. The Administrator shall monitor the performance of the Issuer and shall advise the Owner Trustee when action is necessary to comply with the Issuer's or the Owner Trustee's duties under the Related Agreements. The Administrator shall prepare for execution by the Issuer or the Owner Trustee or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, orders, certificates and opinions as shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to any Related Agreement. In addition to the foregoing, the Administrator shall take all appropriate action that is the duty of the Issuer or the Owner Trustee to take pursuant to the Indenture including such of the foregoing as are required with respect to the following matters under the Indenture (references are to Sections of the Master Indenture): (i) the preparation of or obtaining of the documents and instruments required for execution, authentication and delivery of the Notes (whether upon initial issuance, 113080	Wilmington Trust Wilmington Trust Co. ( Financial ) As referenced in this Administration Agreement: Wilmington Trust Co – Agreement, as each may be amended, supplemented or otherwise modified form time to time, the "Related Agreements"), between the Transferor, as transferor, and Wilmington Trust Co mpany, as trustee (the "Owner Trustee"); WHEREAS, pursuant to the Related Agreements, the Issuer and the Owner Trustee are required to perform certain _____________ Wilmington Trust Co – in writing and addressed as follows: If to the Issuer or the Owner Trustee, to Nordstrom Credit Card Master Note Trust c/o Wilmington Trust Co mpany Rodney Square North 1100 North Market Street Wilmington, Delaware 19890-0001 Attention: Corporate Trust Administration (facsimile no. (302) 636-4140) If to _____________ Wilmington Trust Co – Administrator. Section 1.19. Limitation of Liability of Owner Trustee. Notwithstanding anything contained herein to the contrary, this instrument has been signed by Wilmington Trust Co mpany not in its individual capacity but solely in its capacity as Owner Trustee of the Issuer and in no event shall Wilmington _____________ Wilmington Trust Co – Trust Company not in its individual capacity but solely in its capacity as Owner Trustee of the Issuer and in no event shall Wilmington Trust Co mpany in its individual capacity or any beneficial owner of the Issuer have any liability for the representations, warranties, covenants, agreements or other _____________ WILMINGTON TRUST CO – be duly executed and delivered as of the day and year first above written. NORDSTROM CREDIT CARD MASTER NOTE TRUST, as Issuer By: WILMINGTON TRUST CO MPANY, not in its individual capacity, but solely as Owner Trustee By: /s/ James P. Lawler ----------------------------------- Name: James P. Lawler Title: Vice-President _____________ dt 99510 ; Nordstrom Nordstrom, Inc. ( Apparel ) As referenced in this Administration Agreement: NORDSTROM INC – NORDSTROM INC _____________ dt 1854387 ; Wells Fargo Bank Wells Fargo Bank Minnesota, NA ( Financial ) As referenced in this Administration Agreement: Wells Fargo Bank Minnesota, – Administrator"). WHEREAS, the Issuer has entered into a master indenture, dated as of April 1, 2002 (the "Master Indenture"), between the Issuer and Wells Fargo Bank Minnesota, National Association, as trustee (the "Indenture Trustee"), as supplemented by the series 2002-1 indenture supplement, dated as of April 1, 2002 ( _____________ Wells Fargo Bank Minnesota, – Nordstrom fsb 7320 East Butherus Drive, Suite 100 Scottsdale, Arizona 85260-2438 (facsimile no. (303) 397-4488) If to the Indenture Trustee, to Wells Fargo Bank Minnesota, National Association Wells Fargo Corporate Trust Asset Backed Securities 625 Marquette Avenue, MAC N9311-161 Minneapolis, Minnesota 55480 (facsimile no. (612) 667- _____________ dt 102910 ;	Nordstrom Credit Card Master Note Trust; Nordstrom FSB
$32	Preview Full Doc	2003	Administration Agreement Administration Agreement (39K) Doc #169931: Click preview link for longer preview. ADMINISTRATION AGREEMENT among HARLEY-DAVIDSON MOTORCYCLE TRUST 2003-4, as Issuer, HARLEY-DAVIDSON CREDIT CORP., as Administrator, HARLEY-DAVIDSON CUSTOMER FUNDING CORP., as Trust Depositor, and BNY MIDWEST TRUST COMPANY, as Indenture Trustee Dated as of October 1, 2003 TABLE OF CONTENTS SECTION 1. DUTIES OF THE ADMINISTRATOR. SECTION 2. RECORDS SECTION 3. COMPENSATION SECTION 4. ADDITIONAL INFORMATION . . . 169931	Wilmington Trust Wilmington Trust Co. ( Financial ) As referenced in this Administration Agreement: Wilmington Trust Co – Limitation of Liability of Owner Trustee and Indenture Trustee. (a) Notwithstanding anything contained herein to the contrary, this instrument has been countersigned by Wilmington Trust Co mpany not in its individual capacity but solely in its capacity as Owner Trustee of the Issuer and in no event shall Wilmington _____________ Wilmington Trust Co – Trust Company not in its individual capacity but solely in its capacity as Owner Trustee of the Issuer and in no event shall Wilmington Trust Co mpany in its individual capacity or any beneficial owner of the Issuer have any liability for the representations, warranties, covenants, agreements or other _____________ Wilmington Trust Co – Agreement to be duly executed and delivered as of the day and year first above written. HARLEY-DAVIDSON MOTORCYCLE TRUST 2003-4 By: Wilmington Trust Co mpany, not in its individual capacity but solely as Owner Trustee By: /s/ Anita E. Dallago Printed Name: Anita E. Dallago Title: Senior _____________ Wilmington Trust Co – Signature Page to Administration Agreement LIMITED POWER OF ATTORNEY State of Illinois ) ) SS. County of Cook ) KNOW ALL PERSONS BY THESE PRESENTS, that Wilmington Trust Co mpany, a Delaware banking corporation (the Owner Trustee), whose principal executive office is located at Wilmington Trust Company, Rodney Square North, 1100 North _____________ Wilmington Trust Co – ALL PERSONS BY THESE PRESENTS, that Wilmington Trust Company, a Delaware banking corporation (the Owner Trustee), whose principal executive office is located at Wilmington Trust Co mpany, Rodney Square North, 1100 North Market Street, Wilmington, Delaware Attention: Trust Administration, by and through its duly elected and authorized officer, , a , _____________ dt 99705
$39	Preview Full Doc	2003	Administration Agreement Administration Agreement (40K) Doc #170027: Click preview link for longer preview. ADMINISTRATION AGREEMENT among BANK ONE AUTO SECURITIZATION TRUST 2003-1, as Issuer BANK ONE, NATIONAL ASSOCIATION, as Administrator and JPMORGAN CHASE BANK, as Indenture Trustee Dated as of August 29, 2003 TABLE OF CONTENTS Page 1. Definitions and Usage 1 2. Duties of the Administrator 2 3. Records 9 4. Compensation 9 5. Additional Information To Be Furnished to the Issuer 9 6. Independence of the Administrator 9 7. No Joint Venture 9 8. Other Activities of Administrator 9 9. Term of Agreement; Resignation and Removal of . . . 170027	Wilmington Trust Wilmington Trust Co. ( Financial ) As referenced in this Administration Agreement: Wilmington Trust Co – and addressed as follows: (a) if to the Issuer or the Owner Trustee, to: Bank One Auto Securitization Trust 2003-1 c/o Wilmington Trust Co mpany 1100 North Market Street Wilmington, Delaware 19890 Attention: Corporate Trust Administration Telephone: (302) 636-6000 Facsimile: (302) 636-4140 (b) if to _____________ Wilmington Trust Co – Limitation of Liability of Owner Trustee and Indenture Trustee. (a) Notwithstanding anything contained herein to the contrary, this instrument has been countersigned by Wilmington Trust Co mpany not in its individual capacity but solely in the capacity as Owner Trustee of the Issuer and in no event shall Wilmington _____________ Wilmington Trust Co – Trust Company not in its individual capacity but solely in the capacity as Owner Trustee of the Issuer and in no event shall Wilmington Trust Co mpany in its individual capacity or any beneficial owner of the Issuer have any liability for the representations, warranties, covenants, agreements or other _____________ WILMINGTON TRUST CO – to be duly executed and delivered as of the day and year first above written. BANK ONE AUTO SECURITIZATION TRUST 2003-1 By: WILMINGTON TRUST CO MPANY, not in its individual capacity but solely as Owner Trustee By: /s/ James P. Lawler Name: James P. Lawler Title: Vice President _____________ dt 99706 ; Bank One Bank One, NA ( Financial ) As referenced in this Administration Agreement: BANK ONE, NA – 4 6 m18668.htm EXHIBIT 4.4 ADMINISTRATION AGREEMENT Execution Copy ADMINISTRATION AGREEMENT among BANK ONE AUTO SECURITIZATION TRUST 2003-1, as Issuer BANK ONE, NA TIONAL ASSOCIATION, as Administrator and JPMORGAN CHASE BANK, as Indenture Trustee Dated as of August 29, 2003 TABLE OF CONTENTS Page 1. Definitions _____________ Bank One, Na – 11 13. Successors and Assigns 12 14. GOVERNING LAW 12 15. Headings 13 16. Counterparts 13 17. Severability 13 18. Not Applicable to Bank One, Na tional Association in Other Capacities 13 19. Limitation of Liability of Owner Trustee and Indenture Trustee 13 20. Third-Party Beneficiary 13 21. _____________ BANK ONE, NA – or otherwise modified and in effect, this Agreement), is among BANK ONE AUTO SECURITIZATION TRUST 2003-1, a Delaware statutory trust (the Issuer), BANK ONE, NA TIONAL ASSOCIATION, a national banking association, as Administrator (the Administrator), and JPMorgan Chase Bank, a New York banking corporation, not in its individual _____________ Bank One, Na – to time amended, supplemented or otherwise modified and in effect, the Sale and Servicing Agreement), among the Issuer, Bank One Auto Securitization LLC, Bank One, Na tional Association, as Servicer (in such capacity, the Servicer), and the Indenture Trustee, as the same may be amended or supplemented from time _____________ Bank One, Na – Market Street Wilmington, Delaware 19890 Attention: Corporate Trust Administration Telephone: (302) 636-6000 Facsimile: (302) 636-4140 (b) if to the Administrator, to: Bank One, Na tional Association 100 East Broad Street Columbus, Ohio 43215 Attention: Phil McNiel Telephone: (302) 282-4720 Facsimile: (302) 282-6605 (c) If to _____________ dt 100097 ;	JPMorgan Chase JPMorgan Chase Bank ( Financial ) As referenced in this Administration Agreement: JPMORGAN CHASE – ONE AUTO SECURITIZATION TRUST 2003-1, as Issuer BANK ONE, NATIONAL ASSOCIATION, as Administrator and JPMORGAN CHASE BANK, as Indenture Trustee Dated as of August 29, 2003 TABLE OF CONTENTS Page 1. JPMorgan Chase – the Issuer), BANK ONE, NATIONAL ASSOCIATION, a national banking association, as Administrator (the Administrator), and JPMorgan Chase Bank, a New York banking corporation, not in its individual capacity but solely as Indenture JPMorgan Chase – Telephone: (302) 282-4720 Facsimile: (302) 282-6605 (c) If to the Indenture Trustee, to: JPMorgan Chase Bank 4 New York Plaza 6th Floor New York, New York 10004 Attention: ITS Structured JPMorgan Chase – Agreement. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned by JPMorgan Chase Bank not in its individual capacity but solely as Indenture Trustee and in no event JPMorgan Chase – not in its individual capacity but solely as Indenture Trustee and in no event shall JPMorgan Chase Bank have any liability for the representations, warranties, covenants, agreements or other obligations of the dt 46082
$40	Preview Full Doc	2003	Administration Agreement Administration Agreement (33K) Doc #173331: Click preview link for longer preview. ADMINISTRATION AGREEMENT between CAPITAL ONE AUTO FINANCE TRUST 2003-B, as Issuer, CAPITAL ONE AUTO FINANCE, INC., as Administrator and JPMORGAN CHASE BANK, as Indenture Trustee Dated as of November 18, 2003 TABLE OF CONTENTS Page 1. Duties of the Administrator 1 2. Records 2 3. Compensation; Payment of Fees and . . . 173331	Wilmington Trust Wilmington Trust Co. ( Financial ) As referenced in this Administration Agreement: Wilmington Trust Co – South LaSalle Street Chicago, IL 60603 Attention: Stuart M. Litwin Facsimile: (312) 701-7711 Confirmation No.: (312) 701-7373 with a copy to: Wilmington Trust Co mpany Rodney Square North 1100 North Market Street Wilmington, Delaware 19890-0001 Attention: Jeanne Oller Telephone: (302) 636-6188 Facsimile: (302) 636-4140 ( _____________ Wilmington Trust Co – Street Wilmington, Delaware 19890-0001 Attention: Jeanne Oller Telephone: (302) 636-6188 Facsimile: (302) 636-4140 (c) if to the Owner Trustee, to: Wilmington Trust Co mpany Rodney Square North 1100 North Market Street Wilmington, Delaware 19890-0001 Attention: Don MacKelcan Telephone: (302) 651-1464 Facsimile: (302) 651-427- _____________ Wilmington Trust Co – effect in any jurisdiction. 21. Limitation of Liability. Notwithstanding anything contained herein to the contrary, this Agreement has been executed and delivered by Wilmington Trust Co mpany, not in its individual capacity but solely as Owner Trustee, and in no event shall it have any liability for the representations, _____________ Wilmington Trust Co – to be duly executed and delivered as of the day and year first above written. CAPITAL ONE AUTO FINANCE TRUST 2003-B By: Wilmington Trust Co mpany, not in its individual capacity but solely as Owner Trustee By: /s/ Joann A. Rozell Name: Joann A. Rozell Title: Financial Services _____________ dt 99715 ; JPMorgan Chase JPMorgan Chase Bank ( Financial ) As referenced in this Administration Agreement: JPMORGAN CHASE – AUTO FINANCE TRUST 2003-B, as Issuer, CAPITAL ONE AUTO FINANCE, INC., as Administrator and JPMORGAN CHASE BANK, as Indenture Trustee Dated as of November 18, 2003 TABLE OF CONTENTS Page 1. JPMORGAN CHASE – CAPITAL ONE AUTO FINANCE, INC., a Texas corporation, as administrator (COAF or the Administrator), and JPMORGAN CHASE BANK, a national banking association, as indenture trustee (the Indenture Trustee). Capitalized terms used herein JPMorgan Chase – 302) 651-1464 Facsimile: (302) 651-427-4749 (d) if to the Indenture Trustee, to: JPMorgan Chase Bank 4 New York Plaza, 6th Floor New York, New York 10004-2413 Attention: Structured JPMORGAN CHASE – By: /s/ Patrick Gray Name: Patrick Gray Title: Chief Executive Officer, Treasurer & Secretary S-2 JPMORGAN CHASE BANK, as Indenture Trustee By: /s/ Craig M. Kantor Name: Craig M. Kantor Title: Vice dt 46149 ;	Mayer Brown Mayer, Brown, Rowe & Maw ( Legal ) As referenced in this Administration Agreement: Mayer, Brown – Manager of Securitization Telephone: (703) 720-1000 Facsimile: (703) 720-2121 with a copy to: Mayer, Brown , Rowe & Maw LLP 190 South LaSalle Street Chicago, IL 60603 Attention: Stuart M. Mayer, Brown – of Securitization Telephone: (703) 720-1000 Facsimile: (703) 720-2121 6 with a copy to: Mayer, Brown , Rowe & Maw LLP 190 South LaSalle Street Chicago, IL 60603 Attention: Stuart M. dt 36184
$34	Preview Full Doc	2003	Capital Securities Subscription Agreement Capital Securities Subscription Agreement (18K) Doc #119574: Click preview link for longer preview. CAPITAL SECURITIES SUBSCRIPTION AGREEMENT May 13, 2003 THIS CAPITAL SECURITIES SUBSCRIPTION AGREEMENT (this "Subscription Agreement") is made among FPIC Capital Trust I, a statutory trust created under the laws of the State of Delaware (the "Trust"), FPIC Insurance Group, Inc. (the "Company" and, collectively with the Trust, the "Offerors") and InCapS Funding I, Ltd., a newly formed exempted company with limited liability established under the laws of the Cayman Islands (the "Purchaser"). RECITALS: A. The Trust desires to issue $5,000,000 liquidation amount of its InCapS(SM) (the "Capital Securities"), with a liquidation amount of $1,000 per Capital Security, representing undivided beneficial interests in the assets of the Trust (the "Offering"), to be issued pursuant to an Amended and Restated Declaration of Trust (the "Declaration"), by the Company, as Sponsor, Wilmington Trust Company, as Institutional Trustee and Wilmington Trust Company, as Delaware Trustee, the Administrators named therein, and the holders, from time to time, of the Capital Securities, which Capital Securities are to be guaranteed by the Company with respect to distributions and payments upon liquidation, redemption and otherwise to the extent provided in and pursuant to the terms of a Guarantee Agreement (the "Guarantee") between the Company and Wilmington Trust Company, as Guarantee Trustee; and B. The proceeds from the sale of the Capital Securities will be combined with the proceeds from the sale of the Common Securities by the Trust to the Company and will be used by the Trust to purchase an equivalent aggregate principal amount of Floating Rate Junior Subordinated Debentures due 2033 of the Company (the "Debentures"), to be issued by the Company pursuant to an Indenture (the "Indenture") to be executed by the Company, as Issuer, and Wilmington Trust Company, as Debenture Trustee; and C. The Purchaser intends to complete an offering of its securities (the "CBO Offering") on or about May 22, 2003 or such other business day as may be agreed upon by the Offerors and the placement agent ("Placement Agent") identified in the Placement Agreement (the "Closing Date") and to use the proceeds of the CBO Offering to, among other things, acquire the Capital Securities from the Trust and other capital securities, senior notes and surplus notes in a quantity and with other particular characteristics, in the aggregate, sufficient to permit the successful completion of the CBO Offering; and D. In consideration of the premises and the mutual representations and covenants hereinafter set forth, the parties hereto agree as follows: 119574	Wilmington Trust Wilmington Trust Co. ( Financial ) As referenced in this Capital Securities Subscription Agreement: Wilmington Trust Co – the Trust (the "Offering"), to be issued pursuant to an Amended and Restated Declaration of Trust (the "Declaration"), by the Company, as Sponsor, Wilmington Trust Co mpany, as Institutional Trustee and Wilmington Trust Company, as Delaware Trustee, the Administrators named therein, and the holders, from time to time, of _____________ Wilmington Trust Co – pursuant to an Amended and Restated Declaration of Trust (the "Declaration"), by the Company, as Sponsor, Wilmington Trust Company, as Institutional Trustee and Wilmington Trust Co mpany, as Delaware Trustee, the Administrators named therein, and the holders, from time to time, of the Capital Securities, which Capital Securities are _____________ Wilmington Trust Co – redemption and otherwise to the extent provided in and pursuant to the terms of a Guarantee Agreement (the "Guarantee") between the Company and Wilmington Trust Co mpany, as Guarantee Trustee; and B. The proceeds from the sale of the Capital Securities will be combined with the proceeds from the _____________ Wilmington Trust Co – the "Debentures"), to be issued by the Company pursuant to an Indenture (the "Indenture") to be executed by the Company, as Issuer, and Wilmington Trust Co mpany, as Debenture Trustee; and C. The Purchaser intends to complete an offering of its securities (the "CBO Offering") on or about May _____________ Wilmington Trust Co – the Purchaser. The Purchase Price is payable by the Purchaser on the Closing Date in immediately available funds to the account designated by Wilmington Trust Co mpany against delivery of the aforementioned Capital Securities. 1.2. The certificate for the Capital Securities shall be authenticated by the Institutional Trustee _____________ dt 99530 ; FPIC Insurance FPIC Insurance Group, Inc. ( Property & Casualty Insurance ) As referenced in this Capital Securities Subscription Agreement: FPIC INSURANCE GROUP INC – FPIC INSURANCE GROUP INC _____________ FPIC Insurance Group, Inc – 2003 THIS CAPITAL SECURITIES SUBSCRIPTION AGREEMENT (this "Subscription Agreement") is made among FPIC Capital Trust I, a statutory trust created under the laws of the State of Delaware (the "Trust"), FPIC Insurance Group, Inc . (the "Company" and, collectively with the Trust, the "Offerors") and InCapS Funding I, Ltd., a newly formed exempted company with limited liability established under the laws of the Cayman _____________ FPIC Insurance Group, Inc – facsimile transmission and confirmed 4 by telephone, to the following addresses, or such other address as may be furnished to the other parties as herein provided: To the Offerors: FPIC Insurance Group, Inc . 225 Water Street, Suite 1400 Jacksonville, Florida 32202 Attention: Kim D. Thorpe Telephone: 904 354-2482 Fax: 904 633-9579 To the Purchaser: InCapS Funding I, Ltd. c/o _____________ FPIC INSURANCE GROUP, INC – same instrument. Signatures appear on the following page 6 IN WITNESS WHEREOF, this Subscription Agreement is agreed to and accepted as of the day and year first written above. FPIC INSURANCE GROUP, INC . By:/s/ John R. Byers --------------------------------------- John R. Byers President and Chief Executive Officer FPIC CAPITAL TRUST I By:/s/ Kim D. Thorpe --------------------------------------- Kim D. Thorpe Administrator 7 IN _____________ dt 1851633 ;	FPIC Insurance FPIC Insurance Group, Inc. ( Property & Casualty Insurance ) As referenced in this Capital Securities Subscription Agreement: FPIC INSURANCE GROUP INC – FPIC INSURANCE GROUP INC _____________ FPIC Insurance Group, Inc – 2003 THIS CAPITAL SECURITIES SUBSCRIPTION AGREEMENT (this "Subscription Agreement") is made among FPIC Capital Trust I, a statutory trust created under the laws of the State of Delaware (the "Trust"), FPIC Insurance Group, Inc . (the "Company" and, collectively with the Trust, the "Offerors") and InCapS Funding I, Ltd., a newly formed exempted company with limited liability established under the laws of the Cayman _____________ FPIC Insurance Group, Inc – facsimile transmission and confirmed 4 by telephone, to the following addresses, or such other address as may be furnished to the other parties as herein provided: To the Offerors: FPIC Insurance Group, Inc . 225 Water Street, Suite 1400 Jacksonville, Florida 32202 Attention: Kim D. Thorpe Telephone: 904 354-2482 Fax: 904 633-9579 To the Purchaser: InCapS Funding I, Ltd. c/o _____________ FPIC INSURANCE GROUP, INC – same instrument. Signatures appear on the following page 6 IN WITNESS WHEREOF, this Subscription Agreement is agreed to and accepted as of the day and year first written above. FPIC INSURANCE GROUP, INC . By:/s/ John R. Byers --------------------------------------- John R. Byers President and Chief Executive Officer FPIC CAPITAL TRUST I By:/s/ Kim D. Thorpe --------------------------------------- Kim D. Thorpe Administrator 7 IN _____________ dt 1852323
$34	Preview Full Doc	2003	Warrants to Purchase Common Stock Warrants to Purchase Common Stock (3K) Doc #219847: Click preview link for longer preview. {DOCUMENT} {TYPE}EX-4.3 {SEQUENCE}5 {FILENAME}l04690aexv4w3.txt {DESCRIPTION}EX-4.3 FORM OF UNIT {TEXT} {PAGE} EXHIBIT 4.3 No. CUSIP: 529529 AD 1 [The following legend is to be inserted only in the Unit to be issued to Cede & Co.: UNLESS THIS UNIT IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO LEXINGTON PRECISION CORPORATION OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY UNIT ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUIRED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] THE WARRANT AND THE NOTE ATTACHED HERETO SHALL CONSTITUTE A UNIT. THE WARRANT WILL NOT BE DETACHABLE FROM THE NOTE UNTIL AUGUST 1, 2005, AND THE WARRANT AND THE NOTE WILL ONLY BE TRANSFERABLE AS A UNIT PRIOR TO THAT TIME. IF THE NOTE IS REDEEMED BY THE COMPANY PRIOR TO AUGUST 1, 2005, THE WARRANT WILL REVERT TO THE COMPANY FOR NO FURTHER CONSIDERATION AND WILL BE CANCELED. THIS UNIT MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED, MORTGAGED, ENCUMBERED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH THE RESPECTIVE PROVISIONS SET FORTH IN THE NOTE AND THE WARRANT. LEXINGTON PRECISION CORPORATION UNITS, CONSISTING OF 12% SENIOR SUBORDINATED NOTES DUE AUGUST 1, 2009 AND WARRANTS TO PURCHASE COMMON STOCK This certifies that, for value received, __________ (the "holder") is the holder of units, each consisting of __________ Dollars ($__________) aggregate principal amount of 12% Senior Subordinated Notes due August 1, 2009 ("Notes") of Lexington Precision Corporation, a Delaware corporation (the "Company"), and warrants ("Warrants") to purchase up to __________ shares of fully paid and nonassessable Common Stock, $0.25 par value per share, of the Company, each in the form attached hereto. Reference is hereby made to the further provisions of this Unit set forth in each of the Note and the Warrant, which provisions shall have the same effect as if set forth herein. {PAGE} IN WITNESS WHEREOF, the Company has caused this Unit to be executed by its officers thereunto duly authorized. Dated: December 18, 2003 LEXINGTON PRECISION CORPORATION By: __________________________________ Name: ________________________________ Title: _______________________________ - and - By: __________________________________ Name: ________________________________ Title: _______________________________ COUNTERSIGNED: WILMINGTON TRUST COMPANY By: __________________________________ Name: ________________________________ Title: _______________________________ {/TEXT} {/DOCUMENT} 219847	Wilmington Trust Wilmington Trust Co. ( Financial ) As referenced in this Warrants to Purchase Common Stock: WILMINGTON TRUST CO – duly authorized. Dated: December 18, 2003 LEXINGTON PRECISION CORPORATION By: __________________________________ Name: ________________________________ Title: _______________________________ - and - By: __________________________________ Name: ________________________________ Title: _______________________________ COUNTERSIGNED: WILMINGTON TRUST CO MPANY By: __________________________________ Name: ________________________________ Title: _______________________________ {/TEXT} {/DOCUMENT} _____________ dt 99805 ; Lexington Lexington Precision Corp. ( Plastic & Rubber ) ;	Cede Cede & Co. ( Financial ) As referenced in this Warrants to Purchase Common Stock: Cede & Co – The following legend is to be inserted only in the Unit to be issued to Cede & Co .: UNLESS THIS UNIT IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY CEDE & CO – OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY UNIT ISSUED IS REGISTERED IN THE NAME OF CEDE & CO . OR IN SUCH OTHER NAME AS IS REQUIRED BY AN AUTHORIZED REPRESENTATIVE OF THE CEDE & CO – AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO . OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE CEDE & CO – VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO ., HAS AN INTEREST HEREIN.] THE WARRANT AND THE NOTE ATTACHED HERETO SHALL CONSTITUTE A dt 39159
$37	Preview Full Doc	2003	Warrant to Purchase Common Stock Warrant to Purchase Common Stock (30K) Doc #219848: Click preview link for longer preview. {DOCUMENT} {TYPE}EX-4.4 {SEQUENCE}6 {FILENAME}l04690aexv4w4.txt {DESCRIPTION}EX-4.4 FORM OF WARRANT {TEXT} {PAGE} EXHIBIT 4.4 CUSIP: 529529 12 5 WARRANT NO. LW-__ [The following legend is to be inserted only upon issuance or transfer of the warrant to an affiliate of the Company or upon receipt by the Warrant Agent of documentation from the Company stating that the holder is believed to be an affiliate of the Company: THIS WARRANT AND ANY SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL FOR THE HOLDER, SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR RECEIPT OF A NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION. THIS WARRANT SHALL NOT BE TRANSFERRED OR PLEDGED EXCEPT IN ACCORDANCE WITH SECTION 9 HEREOF.] THIS WARRANT, AND THE NOTE ATTACHED HERETO, SHALL CONSTITUTE A UNIT. THIS WARRANT WILL NOT BE DETACHABLE FROM THE NOTE UNTIL AUGUST 1, 2005, AND THIS WARRANT AND THE NOTE WILL ONLY BE TRANSFERABLE AS A UNIT PRIOR TO THAT TIME. IF THE NOTE IS REDEEMED BY THE COMPANY PRIOR TO AUGUST 1, 2005, THIS WARRANT WILL REVERT TO THE COMPANY FOR NO FURTHER CONSIDERATION AND WILL BE CANCELED. THE UNIT MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED, MORTGAGED, ENCUMBERED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SECTION 9 HEREOF. LEXINGTON PRECISION CORPORATION WARRANT TO PURCHASE COMMON STOCK ($3.50 Per Share) This certifies that, for value received, __________ (the "holder") is entitled to subscribe for and purchase up to __________ shares of fully paid and nonassessable Common Stock of Lexington Precision Corporation, a Delaware corporation (the "Company"), at the price specified in Section 2 (the "Warrant Price"), subject to the provisions and upon the terms and conditions hereinafter set forth. This Warrant is issued under and in accordance with a Warrant Agent Agreement dated as of December 18, 2003, between the Company and Wilmington Trust Company, as Warrant Agent (the "Warrant Agent Agreement"), and is subject to the terms and provisions contained in the Warrant Agent Agreement. By acceptance of this Warrant the Holder hereof consents to all the terms and provision contained in the Warrant Agent Agreement. A copy of the -------- * Subject to adjustment from time to time pursuant to the provisions of Section 5. {PAGE} Warrant Agent Agreement may be obtained by the Holder of the Warrant upon written request to the Warrant Agent. As used herein, the term "Common Stock" shall mean the Company's presently authorized Common Stock, par value $0.25 per share, as adjusted from time to time in accordance with Section 5. SECTION 1. TERM OF WARRANT. The purchase right represented by this Warrant is exercisable, in whole or in part, at any time subsequent to 9:30 a.m., New York City Time, on or after August 1, 2005 (the "Detachment Date"), and prior to 5:00 p.m., New York City Time, on August 1, 2009; provided, however, that if the 12% Senior Subordinated Note of the Company (the "Note") with which this Warrant comprises a Unit or the 13% Junior Subordinated Note of the Company (the "Junior Note") with which this Warrant comprises a Junior Note Unit issued in connection with an exchange offer (the "Exchange Offer") made pursuant to the Company's Offering Circular Supplement dated September 18, 2003, as amended or supplemented, is redeemed prior to the Detachment Date, this Warrant shall revert to the Company for no further consideration. SECTION 2. WARRANT PRICE. The Warrant Price is $3.50 per share, as adjusted from time to time pursuant to the provisions of Section 5; provided, however, that in no event shall the Warrant Price be less than the par value of the Company's presently authorized Common Stock. SECTION 3. METHOD OF EXERCISE; PAYMENT; ISSUANCE OF NEW WARRANT. (a) Subject to Section 1 and Section 8, the purchase right represented by this Warrant may be exercised by the holder, in whole or in part, by the surrender of this Warrant together with the Notice of Exercise and the Investment Representation Statement, each completed and duly executed in the form attached hereto as Exhibit A and Exhibit B, respectively, to the Company at the principal office of the Warrant Agent and by the payment to the Warrant Agent, for the account of the Company, by certified check or wire transfer of federal or other immediately available funds, of an amount equal to the then applicable Warrant Price per share multiplied by the number of shares then being purchased. (b) The Company and Warrant Agent agree that the shares so purchased shall be deemed to be issued to the holder as the record owner of such shares as of the close of business on the date on which this Warrant, together with the completed and duly executed Notice of Exercise and the Investment Representation Statement, shall have been surrendered and payment made for such shares as aforesaid. In the event of any exercise of the rights represented by this Warrant, certificates for the shares of Common Stock so purchased shall be delivered to the holder promptly thereafter and, unless this Warrant has been fully exercised or expired, a new Warrant representing the unexercised and unexpired portion of this Warrant, shall also be issued to the holder promptly. SECTION 4. STOCK FULLY PAID; RESERVATION OF SHARES. All shares of Common Stock that may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be fully paid and nonassessable, and free from all taxes, liens, and charges with respect -2- {PAGE} to the issue thereof, other than restrictions upon transfer referred to herein or required under applicable federal or state securities laws. During the period within which the rights represented by this Warrant may be exercised, the Company will, at all times, have authorized and reserved for the purpose of the issuance upon exercise of the purchase rights evidenced by this Warrant, a sufficient number of shares of its Common Stock to provide for the exercise of the rights represented by this Warrant. SECTION 5. ADJUSTMENT OF PURCHASE PRICE AND NUMBER OF SHARES. The kind of securities purchasable upon the exercise of this Warrant, the Warrant Price, and the number of shares purchasable upon exercise of this Warrant shall be subject to adjustment from time to time upon the occurrence of certain events as follows: (a) Reclassification, Consolidation, or Merger. In case of any reclassification or change of outstanding securities of the class issuable upon exercise of this Warrant (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), or in case of any consolidation or merger of the Company with or into another corporation, other than a merger with another corporation in which the Company is the continuing corporation and that does not result in any reclassification or change of outstanding securities issuable upon exercise of this Warrant, or in case of any sale of all or 219848	Wilmington Trust Wilmington Trust Co. ( Financial ) As referenced in this Warrant to Purchase Common Stock: Wilmington Trust Co – This Warrant is issued under and in accordance with a Warrant Agent Agreement dated as of December 18, 2003, between the Company and Wilmington Trust Co mpany, as Warrant Agent (the "Warrant Agent Agreement"), and is subject to the terms and provisions contained in the Warrant Agent Agreement. By _____________ Wilmington Trust Co – of the registered holder then maintained on the Warrant Register. -6- {PAGE} If to the Warrant Agent: (i) by registered or certified mail: Wilmington Trust Co mpany DC-1615 Reorg Services P.O. Box 8861 Wilmington, DE 19899-8861 Attention: Aubrey Rosa (ii) by hand delivery or overnight courier: _____________ Wilmington Trust Co – Company DC-1615 Reorg Services P.O. Box 8861 Wilmington, DE 19899-8861 Attention: Aubrey Rosa (ii) by hand delivery or overnight courier: Wilmington Trust Co mpany Reorg Services 1100 North Market ST Rodney Square North Wilmington, DE 19890-1615 Attention: Aubrey Rosa All such notices (other than notices _____________ WILMINGTON TRUST CO – duly authorized. Dated: December __, 2003 LEXINGTON PRECISION CORPORATION By:__________________________________ Name:________________________________ Title: ______________________________ - and - By:__________________________________ Name:________________________________ Title: ______________________________ COUNTERSIGNED: WILMINGTON TRUST CO MPANY as Warrant Agent By: ____________________________ Name: ___________________________ Title: __________________________ -8- {PAGE} Exhibit A to Warrant to Purchase Common Stock NOTICE OF EXERCISE _____________ Wilmington Trust Co – Exhibit B to Warrant to Purchase Common Stock INVESTMENT REPRESENTATION STATEMENT The undersigned hereby represents to Lexington Precision Corporation (the "Company") and to Wilmington Trust Co mpany, as Warrant Agent, as follows: The securities to be received upon the exercise of the Warrant to which this Statement is an _____________ dt 99806 ;	Lexington Lexington Precision Corp. ( Plastic & Rubber )
$51	Preview Full Doc	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	Wilmington Trust Wilmington Trust Co. ( Financial ) 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