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$45	Preview Full Doc	2003	Agency Agreement [Form] Agency Agreement [Form] (119K) Doc #151225: Click preview link for longer preview. Up to 6,261,111 Shares MERCER INSURANCE GROUP, INC (a Pennsylvania corporation) Common Stock (no par value per share) FORM OF AGENCY AGREEMENT August ____, 2003 SANDLER O'NEILL & PARTNERS, L.P. 919 3rd Avenue, 6th Floor New York, New York 10022 Ladies and Gentlemen: Mercer Insurance Group, Inc., a Pennsylvania corporation (the "Company"), and Mercer Mutual Insurance Company, a Pennsylvania mutual insurance company ("Mercer Mutual"), hereby confirm their agreement with Sandler O'Neill & Partners, L.P. ("Sandler O'Neill" or the "Agent") with respect to the offer and sale by the Company of up to 6,261,111 shares of the Company's Common Stock, no par value (the "Common Stock"). The shares of Common Stock to be sold by the Company are hereinafter called the "Securities." The Company is the proposed holding company for Mercer Mutual and its subsidiaries, Queenstown Holding Company ("QHC"), the holding company for Mercer Insurance Company of New Jersey, Inc. ("MIC"), and BICUS Services Corporation ("BICUS"), a provider of management services to Mercer Mutual. Mercer Mutual also owns a controlling interest in Franklin Holding Company, Inc. ("Franklin Holding"), the holding company for Franklin Insurance Company ("FIC"). Mercer Mutual, QHC, MIC, BICUS, Franklin Holding and FIC are referred to collectively herein as the "Mercer Companies". The Securities are being offered in connection with the conversion of Mercer Mutual from mutual to stock form (the "Conversion") and the simultaneous acquisition of the capital stock of Mercer Mutual by the Company pursuant to a plan of conversion which has been adopted by the Board of Directors of Mercer Mutual (the "Plan"). {PAGE} The Securities to be issued in the Conversion will be offered by the Company at $10.00 per share (the "Purchase Price") in a subscription offering (the "Subscription Offering") pursuant to nontransferable subscription rights in the following order of priority: (i) named insureds under policies of insurance issued by Mercer Mutual and in force as of the close of business on December 13, 2002 ("Eligible Policyholders"), and (ii) directors, officers and employees of the Mercer Mutual. Subscription rights in any category will be subordinated to subscription rights in a prior category. Subject to the prior rights of holders of subscription rights, any Securities not subscribed for in the Subscription Offering may be offered to members of the general public at the Purchase Price in a direct community offering (the "Community Offering," and together with the Subscription Offering, as each may be extended, the "Subscription and Community Offering") to be commenced concurrently with the Subscription Offering. Preference will be given in the Community Offering to (i) natural persons and trusts of natural persons who are permanent residents of New Jersey and Pennsylvania, (ii) principals of Eligible Policyholders in the case of an Eligible Policyholder that is not a natural person, (iii) licensed insurance agencies that have been appointed by Mercer Mutual to market and distribute policies of insurance, and their owners, (iv) named insureds under policies of insurance issued by Mercer Mutual after December 13, 2002, and (v) providers of goods and services to Mercer Mutual. In addition, a tax-qualified employee stock ownership plan of the Company (the "ESOP") will have the right to purchase shares in an amount up to 10% of the shares sold in the Conversion (the "ESOP Offering"). It is currently anticipated by the Company and Mercer Mutual that any Securities not subscribed for in the Subscription and Community Offering will be offered in a syndicated community offering (the "Syndicated Community Offering"). The Subscription and Community Offering, the ESOP Offering and the Syndicated Community Offering are hereinafter referred to collectively as the "Offerings." The Company has filed with the Securities and Exchange Commission (the "Commission") a registration statement on Form S-1 (No. 333-104897), including a related prospectus, for the registration of the Securities under the Securities Act of 1933, as amended (the "Securities Act"), has filed such amendments thereto and such amended prospectuses as may have been required to the date hereof by the Commission in order to declare such registration statement effective, and will file such additional amendments thereto and such amended prospectuses and prospectus supplements as may hereafter be required. Such registration statement (as amended to date, if applicable, and as from time to time amended or supplemented hereafter) and the prospectuses constituting a part thereof (including in each case all documents incorporated or deemed to be incorporated by reference therein and the information, if any, deemed to be a part thereof pursuant to the rules and regulations of the Commission under the Securities Act, as from time to time amended or supplemented pursuant to the Securities Act or otherwise (the "Securities Act Regulations")), are hereinafter referred to as the "Registration Statement" and the "Prospectus," respectively, except that if any revised prospectus shall be used by the Company in connection with the Subscription and Community Offering or the Syndicated Community Offering which differs from the Prospectus on file at the Commission at the time 151225	Wilmington Trust Wilmington Trust Co. ( Financial ) As referenced in this Agency Agreement [Form]: Wilmington Trust Co – hereof. Arrangements for placing the funds received from subscriptions for Securities or other offers to purchase Securities in a separate escrow account with Wilmington Trust Co mpany until all Securities are sold and paid for were made prior to the commencement of the Subscription Offering, with provision for refund _____________ dt 99614 ; Mercer Insurance Mercer Insurance Group, Inc. ( Property & Casualty Insurance ) As referenced in this Agency Agreement [Form]: MERCER INSURANCE GROUP, INC – DOCUMENT} {TYPE}EX-1.1 {SEQUENCE}5 {FILENAME}e85343a3exv1w1.txt {DESCRIPTION}FORM OF AGENCY AGREEMENT {TEXT} {PAGE} Up to 6,261,111 Shares MERCER INSURANCE GROUP, INC (a Pennsylvania corporation) Common Stock (no par value per share) FORM OF AGENCY AGREEMENT August ____, 2003 SANDLER O'NEILL & PARTNERS, L. _____________ Mercer Insurance Group, Inc – AGREEMENT August ____, 2003 SANDLER O'NEILL & PARTNERS, L.P. 919 3rd Avenue, 6th Floor New York, New York 10022 Ladies and Gentlemen: Mercer Insurance Group, Inc ., a Pennsylvania corporation (the "Company"), and Mercer Mutual Insurance Company, a Pennsylvania mutual insurance company ("Mercer Mutual"), hereby confirm their agreement with _____________ MERCER INSURANCE GROUP, INC – all counterparts, will become a binding agreement between the Agent, the Company and Mercer Mutual in accordance with its terms. Very truly yours, MERCER INSURANCE GROUP, INC . By:______________________________________ Title:____________________________________ MERCER MUTUAL INSURANCE COMPANY By:______________________________________ Title:____________________________________ CONFIRMED AND ACCEPTED, as of the date first above written: _____________ dt 234357 ; Lord Bissell Lord, Bissell & Brook ( Legal ) As referenced in this Agency Agreement [Form]: Lord, Bissell – Investment Company Act of 1940. (2) The favorable opinion, dated as of Closing Time, of Lord, Bissell & Brook, counsel for the Agent, with respect to certain of the matters set forth Lord, Bissell – required by subsections (b)(l) and (b)(2), respectively, of this Section, Stevens & Lee and Lord, Bissell & Brook shall each additionally state to the effect that during the preparation of the Lord, Bissell – circumstances under which they were made, not misleading. In giving their opinions, Stevens & Lee and Lord, Bissell & Brook may rely as to matters of fact, to the extent {PAGE} such counsel Lord, Bissell – delivered to the Agent together with the opinion to be rendered by such counsel, and Lord, Bissell & Brook may also rely on the opinion of Stevens & Lee regarding matters of Pennsylvania Lord, Bissell – Lawton, Principal (with a copy to John S. Chapman, Esq. and J. Brett Pritchard, Esq., Lord, Bissell & Brook, 115 S. LaSalle Street, Chicago, Illinois 60603); notices to the Company and Mercer dt 38130 ;	Stevens & Lee Stevens & Lee ( Legal ) As referenced in this Agency Agreement [Form]: Stevens & Lee, – in the aggregate not material. (xxv) Mercer Mutual has obtained an opinion of its counsel, Stevens & Lee, with respect to the legality of the Securities to be issued in the Conversion, Stevens & Lee, – to above. The closing shall be held at the King of Prussia, Pennsylvania offices of Stevens & Lee, at 10:00 a.m., eastern time, or at such other place and time Stevens & Lee, – the Agent shall have received: (1) The favorable opinion, dated as of Closing Time, of Stevens & Lee, counsel for the Company and Mercer Mutual, in form and substance satisfactory to counsel Stevens & Lee – giving their opinions required by subsections (b)(l) and (b)(2), respectively, of this Section, Stevens & Lee and Lord, Bissell & Brook shall each additionally state to the effect that during the preparation Stevens & Lee – light of the circumstances under which they were made, not misleading. In giving their opinions, Stevens & Lee and Lord, Bissell & Brook may rely as to matters of fact, to the extent {PAGE} dt 31361 ; Sandler O'Neill & Partners, L.P.
$42	Preview Full Doc	2001	Agency Agreement Agency Agreement (67K) Doc #284831: Click preview link for longer preview. AGENCY AGREEMENT AGENCY AGREEMENT, dated as of March 2, 2001 (this "Agreement"), between --------- IMMUNEX REAL ESTATE TRUST 2001, a Delaware business trust (the "Lessor"), and ------ IMMUNEX CORPORATION, a Washington corporation (the "Construction Agent"). ------------------ Preliminary Statement --------------------- A. The Lessor and Lessee are parties to the Lease, pursuant to which Lessee has agreed to lease the Property from the Lessor. B. The Lessor and Lessee are also parties to that certain Participation Agreement, dated as of the date hereof (as amended or otherwise modified from time to time, the "Participation Agreement"), among Immunex Corporation, Immunex ----------------------- Funding Corp., as SPC, Wilmington Trust Company, not in its individual capacity except as set forth therein, but solely as Trustee, the Lessor, the financial institutions listed on Schedule II thereto as Investors, the financial institutions listed on Schedule I thereto as Banks, The Chase Manhattan Bank, as Administrative Agent, Collateral Agent and Agent Bank. C. Subject to the terms and conditions hereof, (i) the Lessor desires to appoint the Construction Agent as its sole and exclusive agent in connection with the acquisition of the construction of the Improvements in accordance with the Plans and Specifications and (ii) the Construction Agent desires, for the benefit of the Lessor, to cause the construction of the Improvements in accordance with the Plans and Specifications as hereinafter set forth. NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto covenant and agree as follows: SECTION 1. DEFINITIONS 1.1 Defined Terms. Capitalized terms used and not defined herein shall have ----------------- the meanings assigned thereto in Annex A to the Participation Agreement; and the rules of interpretation set forth in Annex A to the Participation Agreement shall apply to this Agreement. {PAGE} SECTION 2. APPOINTMENT OF CONSTRUCTION AGENT 2.1 Appointment and Acceptance. Subject to the terms and conditions hereof ------------------------------ and of the Participation Agreement and Lease, the Lessor hereby irrevocably designates and appoints the Construction Agent as its exclusive agent in connection with construction of the Improvements in accordance with the Plans and Specifications. The Construction Agent hereby accepts the designation and appointment as construction agent and agrees to perform such functions and duties as set forth herein. 2.2 Term. This Agreement shall commence on the date hereof and shall -------- terminate with respect to the Property upon the earlier to occur of: (i) the Completion Date; (ii) the termination of this Agreement pursuant to Section 5 hereof and the satisfaction by the Construction Agent of all obligations hereunder; and (iii) the exercise by the Construction Agent of the Purchase Option set forth in Section 20.1 of the Lease; provided, however, that any termination of this Agreement shall not relieve the -------- ------- Construction Agent for liability for breach hereof. 2.3 Scope of Authority. (a) The Lessor hereby expressly authorizes the ---------------------- Construction Agent to, and the Construction Agent shall, take all action necessary or desirable for the construction of the Improvements in accordance with the Plans and Specifications and the Budget and to fulfill all of the obligations of the Construction Agent, including, without limitation: (i) the right to approve payment of all invoices for services and materials related to the development, design, construction and equipping of the Improvements, and to submit Requisitions under the SPC Loan Agreement and the Participation Agreement and to receive the proceeds of Advances under the SPC Loan Agreement and to receive the same directly from the Administrative Agent provided, however, the Construction Agent shall not -------- ------- incur any expenses in excess of an amount equal to the sum of the SPC Loan Commitments plus the Investors Contribution Commitment without the express written consent of the Lessor; (ii) all design and supervisory functions relating to the construction of the Improvements and performing all engineering work related to the construction of the Improvements; (iii) negotiating and entering into all contracts or arrangements for the construction of the Improvements, development of infrastructure relating thereto, and the procurement of the equipment necessary to construct the Improvements on such terms and conditions as are customary and reasonable in light of local standards and practices; -2- {PAGE} (iv) obtaining all necessary permits, licenses, consents, approvals and other authorizations, including those required under applicable Environmental Laws, from all Governmental Authorities in connection with the development and construction of the Improvements substantially in accordance with the Plans and Specifications; (v) maintaining all books and records with respect to the construction, operation and management of the Property; (vi) contesting any mechanics' or materialmen's lien and prosecuting all other permitted contest rights of Lessee under Section 13.1 of the Lease during the Construction Period; (vii) performing those actions permitted to be performed by the Lessee under Section 12.2 of the Lease during the Construction Period; (viii) bringing or defending any claims or seeking resolution of any disputes arising from the Construction Agent's performance of the foregoing obligations; (ix) performing any other acts necessary in connection with construction and development of the Improvements in accordance with the Plans and Specifications; (x) submitting Requisitions to the Administrative Agent under the Participation Agreement and receiving the proceeds of Advances; and (xi) maintaining the insurance required pursuant to Section 6 hereof. (b) Neither the Construction Agent nor any of its Affiliates or agents shall, without the written consent of the Lessor, enter into any contract which would, directly or indirectly, impose any liability or obligation on the Lessor, any Bank or the Administrative Agent beyond the liability or obligations permitted under the Operative Agreements, and each such contract shall be non- recourse to Lessor, the Banks and the Administrative Agent in accordance with Section 30.6 of the Lease. (c) Subject to the terms and conditions of this Agreement, the Construction Agent shall have sole management and control over the construction means, methods, sequences and procedures with respect to the construction of the Improvements. 2.4 Delegation of Duties. The Construction Agent may execute any of its ------------------------- duties under this Agreement by or through agents, contractors, employees or attorneys-in-fact and may enter into agreements with architects and contractors for the purpose of so delegating such duties; provided that no such delegation shall limit or reduce in any way the Construction Agent's duties and obligations under this Agreement. 2.5 Covenants of the Construction Agent. The Construction Agent hereby ---------------------------------------- covenants and agrees that it will: -3- {PAGE} (a) cause construction of the Improvements to be prosecuted diligently and continuously in accordance with the Plans and Specifications and in compliance with all Legal Requirements and Insurance Requirements (except where the failure to comply with Legal Requirements and Insurance Requirements is not material); (b) cause the Completion Date to occur on or prior to the Outside 284831	Wilmington Trust Wilmington Trust Co. ( Financial ) As referenced in this Agency Agreement: Wilmington Trust Co – the date hereof (as amended or otherwise modified from time to time, the "Participation Agreement"), among Immunex Corporation, Immunex ----------------------- Funding Corp., as SPC, Wilmington Trust Co mpany, not in its individual capacity except as set forth therein, but solely as Trustee, the Lessor, the financial institutions listed on Schedule _____________ Wilmington Trust Co – with prompt written notice of such, including a true copy of all written materials received by Lessor relating thereto. 8.9 Liability of Wilmington Trust Co mpany. It is expressly understood ----------------------------------------- and agreed by the parties hereto that (i) except as specifically provided for in this Agreement, this Agreement _____________ Wilmington Trust Co – and agreed by the parties hereto that (i) except as specifically provided for in this Agreement, this Agreement is executed and delivered by Wilmington Trust Co mpany not individually or personally but solely as trustee of the Trust, in the exercise of the powers and authority conferred and vested _____________ Wilmington Trust Co – and authority conferred and vested in it, (ii) each of the representations, undertakings and agreements herein made on the part of Lessor or Wilmington Trust Co mpany, as the case may be, is made and intended not as personal representations, undertakings and agreements by Wilmington Trust Company but is _____________ Wilmington Trust Co – of Lessor or Wilmington Trust Company, as the case may be, is made and intended not as personal representations, undertakings and agreements by Wilmington Trust Co mpany but is made and intended for the purpose of binding only the Lessor, (iii) except as specifically provided for in this Agreement _____________ dt 216522 ; Immunex Immunex Corp. ;	Immunex Immunex Corp. ( Biological Products ) ; Chase Manhattan Chase Manhattan Bank ( Financial ) As referenced in this Agency Agreement: Chase Manhattan Bank, – the Lessor, the financial institutions listed on Schedule II thereto as Investors, the financial institutions listed on Schedule I thereto as Banks, The Chase Manhattan Bank, as Administrative Agent, Collateral Agent and Agent Bank. C. Subject to the terms and conditions hereof, (i) the Lessor desires to appoint _____________ dt 210726
$33	Preview Full Doc	2003	Collateral Agency Agreement Collateral Agency Agreement (71K) Doc #174221: Click preview link for longer preview. ================================================================================ TESORO PETROLEUM CORPORATION SENIOR SECURED TERM LOANS DUE 2008 8% SENIOR SECURED NOTES DUE 2008 COLLATERAL AGENCY AGREEMENT Dated as of April 17, 2003 ================================================================================ {PAGE} TABLE OF CONTENTS PAGE ARTICLE 1. DEFINITIONS; PRINCIPLES OF CONSTRUCTION SECTION 1.1. Defined Terms.................................................2 SECTION 1.2. Rules of Interpretation.......................................3 ARTICLE 2. OBLIGATIONS AND POWERS OF COLLATERAL AGENT SECTION 2.1. Undertaking of the Collateral Agent...........................3 SECTION 2.2. Documents and Communications..................................4 SECTION 2.3. Release or Subordination of Liens.............................5 SECTION 2.4. Actionable Default............................................5 SECTION 2.5. Equal and Ratable Sharing.....................................5 SECTION 2.6. Application of Proceeds.......................................5 SECTION 2.7. Credit Bid Rights.............................................6 SECTION 2.8. Powers of the Collateral Agent................................7 SECTION 2.9. For Sole Benefit of Holders of Secured Obligations, Equally and Ratably...........................................8 ARTICLE 3. OBLIGATIONS ENFORCEABLE BY THE COMPANY AND GUARANTORS SECTION 3.1. Release of Liens..............................................8 SECTION 3.2. Subordination of Liens........................................8 SECTION 3.3. Delivery of Copies to the Administrative Agent and Trustee.......................................................9 SECTION 3.4. Collateral Agent not Required to Serve, File or Record........9 i {PAGE} ARTICLE 4. IMMUNITIES OF THE COLLATERAL AGENT. SECTION 4.1. No Implied Duty...............................................9 SECTION 4.2. Appointment of Co-Agents and Sub-Agents.......................9 SECTION 4.3. Other Agreements..............................................9 SECTION 4.4. Solicitation of Instructions.................................10 SECTION 4.5. Limitation of Liability......................................10 SECTION 4.6. Documents in Satisfactory Form...............................10 SECTION 4.7. Entitled to Rely.............................................10 SECTION 4.8. Defaults and Events of Default...............................10 SECTION 4.9. Actions by Collateral Agent..................................10 SECTION 4.10. Security or Indemnity in favor of the Collateral Agent.......11 ARTICLE 5. RESIGNATION AND REMOVAL OF THE COLLATERAL AGENT. SECTION 5.1. Resignation or Removal of Collateral Agent...................11 SECTION 5.2. Appointment of Successor Collateral Agent....................11 SECTION 5.3. Succession...................................................11 SECTION 5.4. Limitation...................................................12 ARTICLE 6. MISCELLANEOUS PROVISIONS. SECTION 6.1. Amendment....................................................12 SECTION 6.2. Further Assurances...........................................12 SECTION 6.3. Successors and Assigns.......................................13 SECTION 6.4. Delay and Waiver.............................................14 SECTION 6.5. Notices......................................................14 ii {PAGE} SECTION 6.6. Entire Agreement.............................................15 SECTION 6.7. Compensation; Expenses.......................................15 SECTION 6.8. Indemnity....................................................16 SECTION 6.9. Severability.................................................16 SECTION 6.10. Headings.....................................................17 SECTION 6.11. Obligations Secured..........................................17 SECTION 6.12. Applicable Law...............................................17 SECTION 6.13. Consent to Jurisdiction......................................17 SECTION 6.14. Waiver of Jury Trial.........................................17 SECTION 6.15. Counterparts.................................................18 SECTION 6.16. Effectiveness................................................18 SECTION 6.17. Additional Obligors..........................................18 iii {PAGE} EXHIBITS: A Joinder Agreement {PAGE} This COLLATERAL AGENCY AGREEMENT, dated as of April 17, 2003 (this "Agreement"), is entered into by and among TESORO PETROLEUM CORPORATION, a Delaware corporation (the "Company"), THE SUBSIDIARIES OF THE COMPANY PARTY HERETO (the "Guarantors"), GOLDMAN SACHS CREDIT PARTNERS L.P., as Administrative Agent under the Term Loan Agreement (each, as defined below), THE BANK OF NEW YORK, as Trustee under the Indenture (each, as defined below), and WILMINGTON TRUST COMPANY, as Collateral Agent (together with its successors in such capacity, the "Collateral Agent"). RECITALS 1. The Company intends to borrow $200,000,000 in principal amount of Term Loans (the "Initial Term Loans") under the Term Loan 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 intends to issue $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 (the "Secured Principal Cap"). 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. {PAGE} NOW THEREFORE, in consideration of the premises and the mutual agreements herein set forth, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: ARTICLE I. DEFINITIONS; PRINCIPLES OF CONSTRUCTION Section 1.1 Defined Terms. (a) Capitalized terms used in this Agreement that are defined in the Term Loan Agreement and Indenture and not otherwise defined herein shall have the meanings set forth in the Term Loan Agreement and Indenture. (b) All capitalized terms used in this Agreement that are defined in Article 9 of the UCC, as in effect on the date of this Agreement in the State of New York, and not otherwise defined herein shall have the meanings therein set forth. (c) The following terms shall have the following meanings: "Act of the Secured Debtholders" means, as to any matter, a direction in writing delivered to the Collateral Agent by or with the written consent of (i) the number of Secured Debtholders required to consent to such matter under any express provision of the Term Loan Agreement or the Indenture requiring that all Secured Debtholders or a number of Secured Debtholders greater than the Required Secured Debtholders consent to such matter or (ii) the Required Secured Debtholders, in all other cases, accompanied by written confirmation (x) from the Administrative Agent (in a form reasonably satisfactory to the Administrative Agent and the Collateral Agent) as to the principal amount of outstanding Term Loans registered by the Administrative Agent as outstanding in the name of any consenting Secured Debtholder who is a Lender under the Term Loan Agreement and (y) from the Trustee (in a form reasonably satisfactory to the Trustee and the Collateral Agent) as to the principal amount of outstanding Notes registered by the Trustee as outstanding in the name of any consenting Secured Debtholder who is a Holder of Notes under the Indenture. "Actionable Default" means the failure by the Obligors to pay the Term Loans or the Notes when due and payable in full, whether at maturity, upon acceleration or otherwise, or the occurrence of any Event of Default described in Sections 7.01(i) or 7.01(j) of the Term Loan Agreement or Sections 6.01(i) or 6.01(j) of the Indenture. "Default" means a "Default" as defined in the Term Loan Agreement or a "Default" as defined in the Indenture. "Event of Default" means an "Event of Default" as defined in the Term Loan Agreement or an "Event of Default" as defined in the Indenture. "Indemnified Liabilities" means any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or 174221	Wilmington Trust Wilmington Trust Co. ( Financial ) As referenced in this Collateral Agency Agreement: WILMINGTON TRUST CO – the Term Loan Agreement (each, as defined below), THE BANK OF NEW YORK, as Trustee under the Indenture (each, as defined below), and WILMINGTON TRUST CO MPANY, as Collateral Agent (together with its successors in such capacity, the "Collateral Agent"). RECITALS 1. The Company intends to borrow $200,000, _____________ Wilmington Trust Co – between the parties hereto or notices provided herein to be given may be given to the following addresses: If to the Collateral Agent: Wilmington Trust Co mpany Attention: Mary St. Amand Assistant Vice President Corporate Trust Administration 1100 North Market Street Wilmington, Delaware 19890 Phone: 302-636-6436 Fax: _____________ WILMINGTON TRUST CO – under the caption "The Guarantors" By: /s/ SHARON L. LAYMAN ------------------------------ Name: Sharon L. Layman (signatures continue on next page) [Collateral Agency Agreement] {PAGE} WILMINGTON TRUST CO MPANY, as Collateral Agent By: /s/ MICHAEL W. DIAZ --------------------------------- Name: Michael W. Diaz Title: Authorized Signer (signatures continue on next page) [Collateral Agency _____________ Wilmington Trust Co – PAGE} THE BANK OF NEW YORK as Trustee By: /s/ VON K. BROWN --------------------------------- Name: Von K. Brown Title: Vice President {PAGE} EXHIBIT A Wilmington Trust Co mpany, as Collateral Agent 1100 North Market Street Wilmington, Delaware 19890 Attention: Mary St. Amand, Corporate Trust Administration Goldman Sachs Credit Partners L. _____________ Wilmington Trust Co – Agent under the Term Loan Agreement (as defined therein), The Bank of New York, as Trustee under the Indenture (as defined therein), and Wilmington Trust Co mpany, as Collateral Agent, for all purposes thereof on the terms set forth therein applicable to a "Guarantor", as defined therein, and to _____________ dt 99723 ; BNY Bank of New York ( Money Center Banks ) As referenced in this Collateral Agency Agreement: BANK OF NEW YORK, – L.P., as Administrative Agent under the Term Loan Agreement (each, as defined below), THE BANK OF NEW YORK, as Trustee under the Indenture (each, as defined below), and WILMINGTON TRUST COMPANY, as 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 Bank of New York – Delaware 19890 Phone: 302-636-6436 Fax: 302-636-4145 If to the Trustee: The Bank of New York Attention: Corporate Trust Administration 101 Barclay Street - Floor 8 West New York, New York BANK OF NEW YORK – of each of the Purchasers (signatures continue on next page) [Collateral Agency Agreement] {PAGE} THE BANK OF NEW YORK as Trustee By: /s/ VON K. BROWN --------------------------------- Name: Von K. Brown Title: Vice President { Bank of New York, – Partners L.P., 85 Broad Street New York, New York 10004 Attention: Sandra Stulberger The Bank of New York, as Trustee 101 Barclay Street - Floor 8 West New York, New York 10286 Attention: dt 42392 ; GS Credit Goldman Sachs Credit Partners LP ( Financial ) As referenced in this Collateral Agency Agreement: GOLDMAN SACHS CREDIT PARTNERS – is entered into by and among TESORO PETROLEUM CORPORATION, a Delaware corporation (the "Company"), THE SUBSIDIARIES OF THE COMPANY PARTY HERETO (the "Guarantors"), GOLDMAN SACHS CREDIT PARTNERS L.P., as Administrative Agent under the Term Loan Agreement (each, as defined below), THE BANK OF NEW YORK, as Trustee under the _____________ 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 intends to issue $375,000,000 in principal amount _____________ Goldman Sachs Credit Partners – Barclay Street - Floor 8 West New York, New York 10286 Phone: 212-815-5498 Fax: 212-815-5131 If to the Administrative Agent: Goldman Sachs Credit Partners L.P. as the Administrative Agent 85 Broad Street New York, New York 10004 Attention: Sandra Stulberger Phone: 212-902-1000 Fax: 212- _____________ GOLDMAN SACHS CREDIT PARTNERS – Collateral Agent By: /s/ MICHAEL W. DIAZ --------------------------------- Name: Michael W. Diaz Title: Authorized Signer (signatures continue on next page) [Collateral Agency Agreement] {PAGE} GOLDMAN SACHS CREDIT PARTNERS L.P., as Administrative Agent By: /s/ GOLDMAN, SACHS & CO. --------------------------------- Name: Goldman, Sachs & Co. On behalf of each of the Purchasers (signatures continue _____________ Goldman Sachs Credit Partners – PAGE} EXHIBIT A Wilmington Trust Company, as Collateral Agent 1100 North Market Street Wilmington, Delaware 19890 Attention: Mary St. Amand, Corporate Trust Administration Goldman Sachs Credit Partners L.P., 85 Broad Street New York, New York 10004 Attention: Sandra Stulberger The Bank of New York, as Trustee 101 Barclay Street - _____________ dt 108333 ;	Goldman, Sachs Goldman, Sachs & Co. ( Investment Services ) As referenced in this Collateral Agency Agreement: GOLDMAN SACHS – CORPORATION, a Delaware corporation (the "Company"), THE SUBSIDIARIES OF THE COMPANY PARTY HERETO (the "Guarantors"), GOLDMAN SACHS CREDIT PARTNERS L.P., as Administrative Agent under the Term Loan Agreement (each, as defined Goldman Sachs – 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 Goldman Sachs – York 10286 Phone: 212-815-5498 Fax: 212-815-5131 If to the Administrative Agent: Goldman Sachs Credit Partners L.P. as the Administrative Agent 85 Broad Street New York, New York GOLDMAN SACHS – Michael W. Diaz Title: Authorized Signer (signatures continue on next page) [Collateral Agency Agreement] {PAGE} GOLDMAN SACHS CREDIT PARTNERS L.P., as Administrative Agent By: /s/ GOLDMAN, SACHS & CO. --------------------------------- Name: Goldman, Sachs & GOLDMAN, SACHS – Collateral Agency Agreement] {PAGE} GOLDMAN SACHS CREDIT PARTNERS L.P., as Administrative Agent By: /s/ GOLDMAN, SACHS & CO. --------------------------------- Name: Goldman, Sachs & Co. On behalf of each of the Purchasers (signatures continue dt 44617 ; Tesoro Petroleum Corporation; Tesoro Wasatch LLC
$62	Preview Full Doc	2002	Collateral Agreement Collateral Agreement (155K) Doc #247805: Click preview link for longer preview. {DOCUMENT} {TYPE}EX-4.45 {SEQUENCE}3 {FILENAME}g76047ex4-45.txt {DESCRIPTION}COLLATERAL AGREEMENT DATED 08/30/01 {TEXT} {PAGE} EXHIBIT 4.45 EXECUTION COPY COLLATERAL AGREEMENT among ANC RENTAL CORPORATION, certain of its Subsidiaries, WILMINGTON TRUST COMPANY as Collateral Trustee, LIBERTY MUTUAL INSURANCE COMPANY, solely in its capacity as a Surety Party under the Surety Bond Documents, and LEHMAN COMMERCIAL PAPER INC., as administrative agent under the Senior Loan Agreement referred to herein Dated as of August 30, 2001 {PAGE} TABLE OF CONTENTS {TABLE} {CAPTION} Page {S} {C} Section 1. DEFINED TERMS.................................................................................. 2 1.1 Definitions.................................................................................... 2 1.2 Other Definitional Provisions.................................................................. 9 Section 2. GRANT OF SECURITY INTEREST..................................................................... 9 2.1 Grants of Security Interests................................................................... 9 2.2 Limitation..................................................................................... 10 2.3 Separate and Distinct Liens.................................................................... 10 Section 3. REPRESENTATIONS AND WARRANTIES................................................................. 10 3.1 Title; No Other Liens.......................................................................... 11 3.2 Perfected Liens................................................................................ 11 3.3 Chief Executive Office......................................................................... 11 3.4 Inventory and Equipment........................................................................ 11 3.5 Farm Products.................................................................................. 11 3.6 Pledged Securities............................................................................. 12 3.7 Receivables.................................................................................... 12 3.8 Contracts...................................................................................... 12 3.9 Intellectual Property.......................................................................... 13 3.10 Excluded Assets................................................................................ 14 Section 4. COVENANTS...................................................................................... 14 4.1 Delivery of Instruments and Chattel Paper...................................................... 14 4.2 Maintenance of Insurance....................................................................... 14 4.3 Payment of Obligations......................................................................... 15 4.4 Maintenance of Perfected Security Interest; Further Documentation.............................. 15 4.5 Changes in Locations, Name, etc................................................................ 16 4.6 Notices........................................................................................ 17 4.7 Investment Property............................................................................ 17 4.8 Receivables.................................................................................... 20 4.9 Contracts...................................................................................... 20 4.10 Intellectual Property.......................................................................... 21 4.11 Additional Collateral, etc..................................................................... 22 4.12 Further Assurances............................................................................. 24 Section 5. REMEDIAL PROVISIONS............................................................................ 24 5.1 Certain Matters Relating to Receivables........................................................ 24 5.2 Communications with Obligors; Obligors Remain Liable........................................... 25 5.3 Pledged Stock and the Finance Company Equity Interests......................................... 25 5.4 Proceeds to be Turned Over To Collateral Trustee............................................... 26 5.5 Application of Proceeds........................................................................ 27 5.6 Code and Other Remedies........................................................................ 27 {/TABLE} i {PAGE} {TABLE} {CAPTION} Page {S} {C} 5.7 Registration Rights............................................................................ 27 5.8 Waiver; Deficiency............................................................................. 28 5.9 Limitation by Law.............................................................................. 29 Section 6. THE COLLATERAL TRUSTEE......................................................................... 29 6.1 Collateral Trustee's Appointment as Attorney-in-Fact, etc...................................... 29 6.2 Duty of Collateral Trustee..................................................................... 31 6.3 Execution of Financing Statements.............................................................. 31 6.4 Authority of Collateral Trustee................................................................ 31 6.5 Access to Premises............................................................................. 31 Section 7. MISCELLANEOUS.................................................................................. 32 7.1 Amendments in Writing.......................................................................... 32 7.2 Notices........................................................................................ 32 7.3 No Waiver by Course of Conduct; Cumulative Remedies............................................ 32 7.4 Enforcement Expenses; Indemnification.......................................................... 32 7.5 Successors and Assigns......................................................................... 33 7.6 Counterparts................................................................................... 33 7.7 Severability................................................................................... 33 7.8 Section Headings............................................................................... 33 7.9 Integration.................................................................................... 33 7.10 GOVERNING LAW.................................................................................. 33 7.11 Submission To Jurisdiction; Waivers............................................................ 34 7.12 Acknowledgments................................................................................ 34 7.13 Additional Obligors............................................................................ 34 7.14 Releases....................................................................................... 34 7.15 Intercreditor Agreements....................................................................... 35 7.16 Conflicts with New Credit Facility Collateral Agreements....................................... 36 7.17 Acknowledgement in Respect of Surety Rights.................................................... 36 7.18 Delivery of Acknowledgement and Consents....................................................... 36 7.19 WAIVER OF JURY TRIAL........................................................................... 36 7.20 Additional Collateral.......................................................................... 36 {/TABLE} ii {PAGE} Schedules Schedule 1 Description of Pledged Securities Schedule 2 Filings and Other Actions Required to Perfect Security Interest Schedule 3 Jurisdiction of Incorporation and Location of Chief Executive Office Schedule 4 Locations of Inventory and Equipment Schedule 5 Intellectual Property Schedule 6 Contracts Schedule 7 Existing Prior Liens 247805	Wilmington Trust Wilmington Trust Co. ( Financial ) As referenced in this Collateral Agreement: WILMINGTON TRUST CO – COLLATERAL AGREEMENT DATED 08/30/01 {TEXT} {PAGE} EXHIBIT 4.45 EXECUTION COPY COLLATERAL AGREEMENT among ANC RENTAL CORPORATION, certain of its Subsidiaries, WILMINGTON TRUST CO MPANY as Collateral Trustee, LIBERTY MUTUAL INSURANCE COMPANY, solely in its capacity as a Surety Party under the Surety Bond Documents, and LEHMAN _____________ WILMINGTON TRUST CO – a) each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the "Obligors"), (b) WILMINGTON TRUST CO MPANY, not individually but solely in its capacity as Trustee (in such capacity, the "Collateral Trustee") under the Trust Agreement, dated as of _____________ WILMINGTON TRUST CO – PAPER INC., as administrative agent under the Senior Loan Facility By: /s/ G. Andrew Keith --------------------------------------------- Name: G. Andrew Keith Title: Authorized Signatory {PAGE} WILMINGTON TRUST CO MPANY, as Collateral Trustee By: /s/ Joseph Feil ---------------------------------------- Name: Joseph Feil Title: Senior Financial Services Officer {PAGE} Schedule 1 to Collateral Agreement DESCRIPTION _____________ WILMINGTON TRUST CO – to Collateral Agreement ASSUMPTION AGREEMENT, dated as of ________________, 20_ _, made by ______________________________, a ______________ corporation (the "Additional Obligor"), in favor of WILMINGTON TRUST CO MPANY, not in its individual capacity but solely as Trustee (in such capacity, (the "Collateral Trustee") under the Trust Agreement referred to below. _____________ WILMINGTON TRUST CO – receipt of a copy of the Collateral Agreement dated as of August 30, 2001 (the "Agreement"), among the obligors parties thereto and the WILMINGTON TRUST CO MPANY, as collateral trustee (the "Collateral Trustee"), among others. The undersigned agrees for the benefit of the Collateral Trustee and the Secured Parties ( _____________ dt 99913 ; ANC Rental ANC Rental Corp. ( Rental & Leasing ) As referenced in this Collateral Agreement: ANC RENTAL – AGREEMENT DATED 08/30/01 {TEXT} {PAGE} EXHIBIT 4.45 EXECUTION COPY COLLATERAL AGREEMENT among ANC RENTAL CORPORATION, certain of its Subsidiaries, WILMINGTON TRUST COMPANY as Collateral Trustee, LIBERTY MUTUAL INSURANCE COMPANY, _____________ ANC Rental – 2001 (as amended, supplemented or otherwise modified from time to time, the "Trust Agreement"), among ANC Rental Corporation, a Delaware corporation (the "Company"), the Subsidiaries of the Company parties thereto and the _____________ ANC Rental – and products of any and all of the foregoing. "Finance Companies": the collective reference to ANC Rental Funding Corp., National Car Rental Financing Corp., National Car Rental Financing Limited Partnership, CarTemps Financing _____________ ANC RENTAL – this Agreement to be duly executed and delivered as of the date first above written. ANC RENTAL CORPORATION, as Company By: /s/ James H. Grady ------------------------------------------ Name: James H. Grady Title: Vice President _____________ ANC RENTAL – such Trust Agreement. V W I T N E S S E T H : WHEREAS, ANC RENTAL CORPORATION (the "Company"), certain of its Subsidiaries and the Collateral Trustee have entered into a _____________ dt 74125 ;	BNY Bank of New York ( Money Center Banks ) As referenced in this Collateral Agreement: Bank of New York, – Indenture, dated as of February 26, 1993, between ARG Funding Corp., as issuer, and The Bank of New York, as trustee. "First Priority Interest": as defined in Section 2.1(a). "Fleet Collateral": _____________ dt 73233 ; LCPI Lehman Commercial Paper Inc. ( Financial ) As referenced in this Collateral Agreement: LEHMAN COMMERCIAL PAPER – TRUST COMPANY as Collateral Trustee, LIBERTY MUTUAL INSURANCE COMPANY, solely in its capacity as a Surety Party under the Surety Bond Documents, and LEHMAN COMMERCIAL PAPER INC., as administrative agent under the Senior Loan Agreement referred to herein Dated as of August 30, 2001 {PAGE} TABLE OF CONTENTS {TABLE} { _____________ Lehman Commercial Paper – Collateral Trustee, (c) Liberty Mutual Insurance Company, solely in its capacity as a Surety Party under the Surety Bond Documents ("Liberty") and (d) Lehman Commercial Paper Inc., as administrative agent under the Senior Loan Agreement referred to below. W I T N E S S E T H: WHEREAS, _____________ Lehman Commercial Paper – Guarantee and Collateral Agreement, dated {PAGE} 7 June 30, 2000, among the Company and certain of its Subsidiaries parties thereto in favor of Lehman Commercial Paper Inc, as administrative agent; as each of the foregoing may be amended, supplemented or otherwise modified from time to time. "New Credit Facility _____________ LEHMAN COMMERCIAL PAPER – Party under the Surety Bond Documents By: /s/ Matt Haydon --------------------------------------------- Name: Matt Haydon Title: Vice President, Liberty Bond Services, a division of LMIC LEHMAN COMMERCIAL PAPER INC., as administrative agent under the Senior Loan Facility By: /s/ G. Andrew Keith --------------------------------------------- Name: G. Andrew Keith Title: Authorized Signatory {PAGE} WILMINGTON _____________ dt 104747
$48	Preview Full Doc	2002	Contribution Agreement Contribution Agreement (75K) Doc #125057: Click preview link for longer preview. CONTRIBUTION AGREEMENT by and between CAPITAL ONE AUTO RECEIVABLES, LLC, as Seller and WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Owner Trustee for Capital One Auto Finance Trust 2002-C Dated as of December 17, 2002 $842,553,191 CAPITAL AUTO FINANCE TRUST 2002-C ASSET BACKED NOTES, SERIES 2002-C CLASS A NOTES AND CLASS B NOTES ================================================================================ {PAGE} TABLE OF CONTENTS Page ARTICLE I CERTAIN DEFINITIONS.............................................1 ARTICLE II CONTRIBUTION AND ACQUISITION OF RECEIVABLES.....................2 Section 2.01 Contribution and Acquisition of Receivables..................2 Section 2.02 The Closing..................................................3 Section 2.03 Funding Dates................................................4 ARTICLE III REPRESENTATIONS AND WARRANTIES..................................4 Section 3.01 Representations and Warranties of the Owner Trustee..........4 Section 3.02 Representations and Warranties of the Seller.................5 ARTICLE IV CONDITIONS......................................................8 Section 4.01 Conditions to Obligation of the Owner Trustee................8 Section 4.02 Conditions to Obligation of the Seller......................10 ARTICLE V COVENANTS OF THE SELLER........................................10 Section 5.01 Protection of Right, Title and Interest.....................10 Section 5.02 Other Liens or Interests....................................11 Section 5.03 Principal Executive Office..................................11 Section 5.04 Full Force and Effect.......................................11 Section 5.05 Costs and Expenses..........................................11 Section 5.06 No Waiver...................................................11 Section 5.07 Location of Servicer Files..................................11 Section 5.08 [Reserved]..................................................11 Section 5.09 Transfer of Receivables.....................................11 Section 5.10 Seller's Records............................................11 Section 5.11 [Reserved]..................................................11 Section 5.12 Cooperation by Seller.......................................11 Section 5.13 Transfer of Additional Receivables..........................12 Section 5.14 Notice of Breach............................................12 Section 5.15 No Violation................................................12 ARTICLE VI [RESERVED].....................................................13 ARTICLE VII MISCELLANEOUS PROVISIONS.......................................13 Section 7.01 Obligations of Seller.......................................13 -i- {PAGE} TABLE OF CONTENTS (continued) Page Section 7.02 Repurchase Events...........................................13 Section 7.03 Owner Trustee's Assignment of Repurchased Receivables.......14 Section 7.04 Subsequent Pledge...........................................14 Section 7.05 Amendment...................................................14 Section 7.06 Waivers.....................................................15 Section 7.07 Notices.....................................................15 Section 7.08 [Reserved]..................................................15 Section 7.09 Representations.............................................16 Section 7.10 Confidential Information....................................16 Section 7.11 Headings and Cross-References...............................16 Section 7.12 Governing Law...............................................16 Section 7.13 Counterparts................................................16 Section 7.14 No Bankruptcy Petition Against the Trust....................16 Section 7.15 Third Party Beneficiaries...................................16 Section 7.16 Limitation on Seller's Liability............................17 Section 7.17 Limitations of Owner Trustee's Liability....................17 -ii- {PAGE} CONTRIBUTION AGREEMENT This CONTRIBUTION AGREEMENT is made as of this December 17, 2002, by and between Capital One Auto Receivables, LLC, a Delaware limited liability company (the "Seller"), and WILMINGTON TRUST COMPANY, a Delaware banking corporation not in its individual capacity but solely as Owner Trustee for Capital One Auto Finance Trust 2002-C (the "Owner Trustee"), a Delaware common law trust (the "Trust"). WHEREAS, the Seller has acquired and will acquire in the ordinary course of business, certain Receivables (as defined in the Indenture described below), each secured by a security interest granted by the related Obligors (as defined in the Indenture) in the Financed Vehicles (as defined in the Indenture) financed thereby from Capital One Auto Finance, Inc., a Texas corporation (the "Transferor"), pursuant to the terms of that certain Transfer and Assignment Agreement dated of even date herewith (the "Transfer and Assignment Agreement") by and between the Transferor and the Seller; and WHEREAS, the Seller and the Owner Trustee wish to set forth the terms and provisions pursuant to which the Receivables are to be transferred by the Seller to the Owner Trustee on the Closing Date and on each Funding Date (both as defined in the Indenture), which Receivables will then be Granted (as defined in the Indenture) by the Owner Trustee to the Indenture Trustee for the benefit of the Noteholders and the Note Insurer (both as defined in the Indenture), as their interests appear, pursuant to the terms of that certain Indenture dated of even date herewith (the "Indenture") by and between the Owner Trustee and JPMorgan Chase Bank, as indenture trustee (the "Indenture Trustee"). NOW, THEREFORE, in consideration of the mutual covenants contained herein, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows: ARTICLE I CERTAIN DEFINITIONS Capitalized terms used but not defined in this Agreement shall have the meanings set forth in the Indenture. As used in this Agreement, the following terms shall, unless the context otherwise requires, have the following meanings (such meanings to be equally applicable to the singular and plural forms of such terms and to the masculine, feminine and neuter genders of such terms): "Agreement" or "Contribution Agreement" means this Contribution Agreement and all amendments and restatements hereof and supplements hereto. "Assignment" means the document of assignment substantially in the form attached to this Agreement as Exhibit A. "Perfection Representations" means the representations, warranties and covenants set forth in Schedule 1 attached hereto. 125057	Wilmington Trust Wilmington Trust Co. ( Financial ) As referenced in this Contribution Agreement: WILMINGTON TRUST CO – DESCRIPTION}CONTRIBUTION AGREEMENT {TEXT} {PAGE} Exhibit 10.2 EXECUTION COPY ================================================================================ CONTRIBUTION AGREEMENT by and between CAPITAL ONE AUTO RECEIVABLES, LLC, as Seller and WILMINGTON TRUST CO MPANY, not in its individual capacity but solely as Owner Trustee for Capital One Auto Finance Trust 2002-C Dated as of December _____________ WILMINGTON TRUST CO – made as of this December 17, 2002, by and between Capital One Auto Receivables, LLC, a Delaware limited liability company (the "Seller"), and WILMINGTON TRUST CO MPANY, a Delaware banking corporation not in its individual capacity but solely as Owner Trustee for Capital One Auto Finance Trust 2002-C ( _____________ Wilmington Trust Co – Auto Receivables, LLC 1680 Capital One Drive McLean, Virginia 22102 Attention: Manager of Securitization - Copy to: Legal Department If to the Owner Trustee: Wilmington Trust Co mpany as owner trustee of Capital One Auto Finance Trust 2002-C Rodney Square North 1100 North Market Street Wilmington, Delaware 19890 Attention: _____________ Wilmington Trust Co – s Liability. It is expressly understood and agreed by and between the parties hereto that (i) this Agreement is executed and delivered by Wilmington Trust Co mpany, not in its individual capacity but solely as Owner Trustee under the Amended and Restated Trust Agreement dated as of December 17, _____________ Wilmington Trust co – Trustee, (ii) each of the representations, undertakings and agreements made herein by the Owner Trustee are not personal representations, undertakings and agreements of Wilmington Trust co mpany, but are binding only on the trust estate created pursuant to the Trust Agreement, (iii) nothing contained herein shall be construed as _____________ dt 99547 ; JPMorgan Chase JPMorgan Chase Bank ( Financial ) As referenced in this Contribution Agreement: JPMorgan Chase – Indenture dated of even date herewith (the "Indenture") by and between the Owner Trustee and JPMorgan Chase Bank, as indenture trustee (the "Indenture Trustee"). NOW, THEREFORE, in consideration of the mutual covenants dt 45690 ; Mayer Brown Mayer, Brown, Rowe & Maw ( Legal ) As referenced in this Contribution Agreement: Mayer, Brown – the Initial Receivables shall take place at a closing (the "Closing") at the offices of Mayer, Brown , Rowe & Maw, Chicago, Illinois on the Closing Date, simultaneously with the closings under the Mayer, Brown – 1680 Capital One Drive McLean, Virginia 22102 Attention: Manager of Securitization - Copy to: Legal Department Mayer, Brown , Rowe & Maw 190 South LaSalle Chicago, Illinois 60603 Attention: Stuart M. Litwin Section 7. dt 36124 ;	Capital One Auto Receivables, LLC; Capital One Auto Finance Trust 2002-
$36	Preview Full Doc	2003	Contribution Agreement Contribution Agreement (73K) Doc #176516: Click preview link for longer preview. CONTRIBUTION AGREEMENT by and between CAPITAL ONE AUTO RECEIVABLES, LLC, as Seller and CAPITAL ONE AUTO FINANCE TRUST 2003-A Dated as of June 3, 2003 CAPITAL ONE AUTO FINANCE TRUST 2003-A ASSET BACKED NOTES, SERIES 2003-A CLASS A NOTES AND CLASS B NOTES -------------------------------------------------------------------------------- 2003-A Contribution Agreement {PAGE} {TABLE} {S} {C} ARTICLE I CERTAIN DEFINITIONS................................... 1 ARTICLE II CONTRIBUTION AND ACQUISITION OF RECEIVABLES........... 1 Section 2.01 Contribution and Acquisition of Receivables...... 1 Section 2.02 The Closing...................................... 3 Section 2.03 Funding Dates.................................... 3 ARTICLE III REPRESENTATIONS AND WARRANTIES........................ 4 Section 3.01 Representations and Warranties of the Trust...... 4 Section 3.02 Representations and Warranties of the Seller..... 5 ARTICLE IV CONDITIONS............................................ 8 Section 4.01 Conditions to Obligation of the Trust............ 8 Section 4.02 Conditions to Obligation of the Seller........... 10 ARTICLE V COVENANTS OF THE SELLER............................... 10 Section 5.01 Protection of Right, Title and Interest.......... 10 Section 5.02 Other Liens or Interests......................... 11 Section 5.03 Principal Executive Office....................... 11 Section 5.04 Full Force and Effect............................ 11 Section 5.05 Costs and Expenses............................... 11 Section 5.06 [Reserved]....................................... 11 Section 5.07 Location of Servicer Files....................... 11 Section 5.08 Sarbanes-Oxley Act Requirements.................. 11 Section 5.09 Transfer of Receivables.......................... 11 Section 5.10 Seller's Records................................. 11 Section 5.11 [Reserved]....................................... 11 Section 5.12 Cooperation by Seller............................ 11 Section 5.13 Transfer of Additional Receivables............... 12 Section 5.14 Notice of Breach................................. 12 Section 5.15 No Violation..................................... 12 ARTICLE VI [RESERVED]............................................ 13 ARTICLE VII MISCELLANEOUS PROVISIONS.............................. 13 Section 7.01 Obligations of Seller............................ 13 Section 7.02 Repurchase Events................................ 13 Section 7.03 Trust's Assignment of Repurchased Receivables.... 14 Section 7.04 Subsequent Pledge................................ 14 {/TABLE} 2003-A Contribution Agreement {PAGE} {TABLE} {S} {C} Section 7.05 Amendment........................................ 14 Section 7.06 Waivers.......................................... 14 Section 7.07 Notices.......................................... 14 Section 7.08 [Reserved]....................................... 14 Section 7.09 Representations.................................. 14 Section 7.10 Confidential Information......................... 15 Section 7.11 Headings and Cross-References.................... 15 Section 7.12 Governing Law.................................... 15 Section 7.13 Counterparts..................................... 15 Section 7.14 No Bankruptcy Petition Against the Trust......... 15 Section 7.15 Third Party Beneficiaries........................ 15 Section 7.16 Limitation on Seller's Liability................. 16 Section 7.17 Limitations of Owner Trustee's Liability......... 16 {/TABLE} 2003-A Contribution Agreement {PAGE} CONTRIBUTION AGREEMENT This CONTRIBUTION AGREEMENT (this "Agreement") is made as of this June 3, 2003, by and between Capital One Auto Receivables, LLC, a Delaware limited liability company (the "Seller"), and CAPITAL ONE AUTO FINANCE TRUST 2003-A, a Delaware statutory trust (the "Trust"). WHEREAS, the Trust desires to receive a contribution of a portfolio of Receivables and related property from the Seller; and WHEREAS, the Seller is willing to contribute such portfolio of Receivables and related property to the Trust on the terms and conditions set forth in this Agreement NOW, THEREFORE, in consideration of the mutual covenants contained herein, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows: ARTICLE I CERTAIN DEFINITIONS Capitalized terms used but not defined in this Agreement shall have the meanings set forth in Section 1.01 of the Indenture, dated as of the Closing Date, by and between the Trust and JPMorgan Chase Bank, as indenture trustee. ARTICLE II CONTRIBUTION AND ACQUISITION OF RECEIVABLES Section 2.01 Contribution and Acquisition of Receivables. On the Closing Date and on each Funding Date, subject to the terms and conditions of this Agreement, the Seller agrees to contribute and assign to the Trust, and the Trust agrees to acquire from the Seller, the Receivables and the other Contributed Property relating thereto. (a) Initial Contribution of Receivables and Contributed Property. On the Closing Date and simultaneously with the transactions pursuant to the Transfer and Assignment Agreement, the PFF Transfer and Assignment Agreement, the F.S.B. Transfer and Assignment Agreement and the Indenture, the Seller hereby contributes and assigns to the Trust, without recourse except as set forth herein, all of the Seller's right, title and interest, whether now or hereafter existing, in and to (i) the Initial Receivables identified on a Schedule of Receivables delivered on the Closing Date, and all moneys received thereon (including amounts received on any Extended Service Agreements relating thereto), after the related Cutoff Date (except for interest accrued as of the related Cutoff Date and actually received subsequent to such Cutoff Date which shall be paid to the Seller); (ii) the security interest in the Financed Vehicles granted by the Obligors pursuant to such Receivables and the Certificates of Title to such Financed Vehicles; (iii) the interest of the Seller in any proceeds from claims on any physical damage, credit life, risk default, disability or other insurance policies covering the Financed Vehicles or the Obligors or refunds in connection with Extended Service Agreements relating to 2003-A Contribution Agreement {PAGE} Defaulted Receivables from such Cutoff Date; (iv) any property (including the right to receive future Liquidation Proceeds) that shall secure an