| Preview
Full Doc
 | 2000 |
Agency Agreement
Agency Agreement (23K)
Doc #314184: Click preview link for longer preview.
HCA - THE HEALTHCARE COMPANY
AND
BANK ONE, NA, LONDON BRANCH
AS PAYING AGENT AND REGISTRAR
AND
CREDIT AGRICOLE INDOSUEZ LUXEMBOURG S.A.
AS PAYING AGENT AND TRANSFER AGENT
-------------------------------------------------
AGENCY AGREEMENT (8.75% NOTES DUE 2010)
DATED AS OF OCTOBER 25, 2000
-------------------------------------------------
{PAGE} 2
THIS AGREEMENT is made in London as of October 25, 2000 AMONG
(1) HCA - THE HEALTHCARE COMPANY (the "ISSUER"),
(2) BANK ONE, NA, LONDON BRANCH ("BANK ONE"), which shall act as paying
agent and registrar (hereinafter referred to in such respective
capacities as "PAYING AGENT" or "REGISTRAR," which expressions shall
include any successor or successors thereto), and
(3) CREDIT AGRICOLE INDOSUEZ LUXEMBOURG S.A., ("Credit Agricole") which
shall act as paying agent and transfer agent (hereinafter referred to
as "PAYING AGENT AND TRANSFER AGENT", which expression shall include
any successor or successors thereto).
WHEREAS, pursuant to the Underwriting Agreement Standard Provisions
(Debt Securities) dated October 25, 2000, which is incorporated into the
Underwriting Agreement (Terms) dated October 25, 2000, between the Issuer and
the Underwriters referred to therein (together, the "Underwriting Agreement"),
the Issuer has agreed to issue L.150,000,000 of its 8.75% Notes due 2010 (THE
"NOTES");
WHEREAS the Issuer wishes to appoint Bank One to act as Paying Agent
and Registrar and Credit Agricole as Paying Agent and Transfer Agent in relation
to the Notes upon the terms and conditions set forth in this Agreement and the
Schedules hereto.
IT IS HEREBY AGREED as follows:
1. DEFINITIONS, INTERPRETATION
The following terms shall, unless the context otherwise requires, have
the respective meanings indicated below:
"AGENT(S)" means any of the Registrar, the Paying Agent or the Transfer
Agent.
"CONDITIONS" means the terms and conditions of the issue of the Notes,
as contained in the Global Note, the Prospectus dated August 5, 1999,
as supplemented by the Prospectus Supplement, dated October 25, 2000,
the Officer's Certificate related to the issue of the Notes dated
November 1, 2000 and the Indenture.
"GLOBAL NOTE" means the Global Note in the form of Schedule 1 attached
hereto.
"INDENTURE" means the Indenture dated as of December 16, 1993, as
supplemented on May 25, 2000 between the Issuer and Bank One Trust
Company, NA, the successor of the First National Bank of Chicago, as
Trustee (the "Trustee"), a copy of which is attached hereto as
Schedule 2.
-2-
{PAGE} 3
Terms not defined herein shall have the same meanings as are assigned
thereto in the Underwriting Agreement.
2. APPOINTMENTS
2.1 The Issuer hereby appoints Bank One to act as Paying Agent and
Registrar in respect of the Notes and Global Note.
2.2 Bank One hereby accepts such appointment and the resulting obligations,
and agrees to act in such capacities, on the terms and conditions set out in
this Agreement and the Schedules hereto. In particular, the Paying Agent agrees
to effect any publication of notices pursuant to the Conditions.
2.3 The Issuer hereby appoints Credit Agricole to act as Paying Agent and
Transfer Agent in respect of the Notes and Global Note.
2.4 Credit Agricole hereby accepts such appointment and the resulting
obligations, and agrees to act in such capacities, on the terms and conditions
set out in this Agreement and the Schedules hereto.
2.5 The obligations of the Agents are several and not joint.
3. THE NOTES
3.1 The Notes shall be represented by a permanent Global Note without
interest coupons as specified in the Conditions. The Global Note shall be
substantially in the form attached hereto as Schedule 1, in each case with such
changes as may be agreed between the Issuer and the Trustee. Individual Notes
shall not be issued.
3.2 Each Global Note shall be signed manually by a duly authorized officer
of the Issuer and dated November 1, 2000. Each Global Note shall be
authenticated manually by the Trustee and delivered to Bank One as common
depository for Euroclear System and Clearstream Banking, societe anonyme,
Luxembourg (hereinafter "Euroclear" and "Clearstream Luxembourg," respectively).
4. PAYING AGENCY
4.1 The Issuer shall remit the funds necessary for the payment of interest
on and principal of the Notes to the Paying Agent, in pounds Sterling, in
same-day funds, to such account at the Paying Agent in London as the Paying
Agent may from time to time specify (the "REDEMPTION ACCOUNT") on the Business
Day such payment is due, provided always that, if any due date shall not be a
Business Day, the Issuer shall make such transfer to the account of the Paying
Agent on the next succeeding Business Day (for the purposes of the Agreement,
Business Day shall have the same definition as Business Day contained in the
Prospectus Supplement).
-3-
{PAGE} 4
The Issuer hereby authorizes and directs the Paying Agent, from the amounts so
paid to, it to make payment of the principal of, and interest on, the Notes on
the due date for payment set forth in the Conditions and this Agreement. If
applicable, the Paying Agent will, from funds so received from the Issuer,
credit to the account of the Paying Agent the amounts of all such payments made
by it in accordance with the provisions of this Agreement.
The Issuer understands that it should confirm to the Paying Agent not later than
10:00 a.m. (London time) on the second Business Day before the relevant date for
such payment that it has issued irrevocable payment instructions for such
payment to be made. The Paying Agent shall contact the Issuer not later than ten
314184
|
 Bank One
As referenced in this Agency Agreement:
BANK ONE, NA – EX-10.1
{SEQUENCE}5
{FILENAME}g65042ex10-1.txt
{DESCRIPTION}AGENCY AGREEMENT
{TEXT}
{PAGE} 1
Exhibit 10.1
HCA - THE HEALTHCARE COMPANY
AND
BANK ONE, NA , LONDON BRANCH
AS PAYING AGENT AND REGISTRAR
AND
CREDIT AGRICOLE INDOSUEZ LUXEMBOURG S.A.
AS PAYING AGENT AND TRANSFER AGENT
-------------------------------------------------
AGENCY AGREEMENT (
_____________
BANK ONE, NA – 2000
-------------------------------------------------
{PAGE} 2
THIS AGREEMENT is made in London as of October 25, 2000 AMONG
(1) HCA - THE HEALTHCARE COMPANY (the "ISSUER"),
(2) BANK ONE, NA , LONDON BRANCH ("BANK ONE"), which shall act as paying
agent and registrar (hereinafter referred to in such respective
capacities as "PAYING AGENT"
_____________
Bank One, NA – Telephone: +1 (615) 344-9551
Telefax: +1 (615) 344-2598
Attn: John M. Franck II
(b) If to the Paying Agent and Registrar
Bank One, NA , London Branch
27 Leadenhall Street
London EC2A 1AA
Telephone: 44-20-7903-4192
Telefax: 44-20-7903-4547
Attn: Corporate Trust
(c)
_____________
BANK ONE, NA – beginning
hereof.
HCA - THE HEALTHCARE COMPANY
By: /s/ David G. Anderson
-----------------------------------------------
Print Name: David G. Anderson
---------------------------------------
Title: Senior Vice President-Finance and Treasurer
-------------------------------------------
BANK ONE, NA , LONDON BRANCH
By: /s/ Anna Hogg
----------------------------------------------
Print Name: Anna Hogg
--------------------------------------
Title: Assistant Vice President
-------------------------------------------
CREDIT AGRICOLE INDOSUEZ LUXEMBOURG S.A.
By: /s/
_____________
dt 532740
;
|
First National
As referenced in this Agency Agreement:
First National Bank of Chicago, – of December 16, 1993, as
supplemented on May 25, 2000 between the Issuer and Bank One Trust
Company, NA, the successor of the First National Bank of Chicago, as
Trustee (the "Trustee"), a copy of which is attached hereto as
Schedule 2.
-2-
{PAGE} 3
Terms not defined herein shall
_____________
dt 630925
|
| Preview
Full Doc
| 2003 |
Base Indenture
Base Indenture (329K)
Doc #174901: Click preview link for longer preview.
AMS-3 2003, LP,
as the Issuer
and
BANK ONE, NATIONAL ASSOCIATION,
as Indenture Trustee and Eligible Lender Trustee
----------
BASE INDENTURE
Dated as of May 8, 2003
----------
Student Loan-Backed Notes
(Issuable in Series)
{PAGE}
TABLE OF CONTENTS
{Table}
{Caption}
PAGE
{S} {C}
ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE .......................... 1
Section 1.1. Definitions ..................................................... 1
Section 1.2. Cross-References ................................................ 1
Section 1.3. Accounting and Financial Determinations; No
Duplication ..................................................... 2
Section 1.4. Rules of Construction ........................................... 2
ARTICLE II THE NOTES .......................................................... 3
Section 2.1. Designation and Terms of Notes .................................. 3
Section 2.2. Notes Issuable in Series ........................................ 3
Section 2.3. Series Supplement for Each Series ............................... 6
Section 2.4. Execution and Authentication .................................... 8
Section 2.5. Form, Issuance and Transfer ..................................... 9
Section 2.6. Registrar and Paying Agent ...................................... 9
Section 2.7. Paying Agent to Hold Money in Trust ............................. 10
Section 2.8. Noteholder List ................................................. 12
Section 2.9. Transfer and Exchange ........................................... 12
Section 2.10. Legending of Notes .............................................. 12
Section 2.11. Replacement Notes ............................................... 12
Section 2.12. Treasury Notes .................................................. 13
Section 2.13. Temporary Notes ................................................. 13
Section 2.14. Cancellation .................................................... 13
Section 2.15. Principal and Interest .......................................... 14
Section 2.16. Book-Entry Notes ................................................ 14
Section 2.17. Notices to Clearing Agency ...................................... 16
Section 2.18. [Reserved] ...................................................... 16
Section 2.19. Tax Treatment ................................................... 16
Section 2.20. CUSIP Numbers ................................................... 17
ARTICLE III SECURITY .......................................................... 17
Section 3.1. Grant of Security Interest ...................................... 17
Section 3.2. Certain Rights and Obligations of the Issuer Unaffected ......... 18
Section 3.3. [Reserved] ...................................................... 19
Section 3.4. Stamp, Other Similar Taxes and Filing Fees ...................... 19
Section 3.5. Release from Lien of Indenture .................................. 19
ARTICLE IV REPORTS ............................................................ 20
Section 4.1. Agreement of the Issuer to Provide Reports and
Instructions .................................................... 20
Section 4.2. Monthly Noteholders' Statement .................................. 21
Section 4.3. Annual Noteholders' Tax Statement ............................... 21
{/Table}
{PAGE}
TABLE OF CONTENTS
(continued)
{Table}
{Caption}
PAGE
{S} {C}
ARTICLE V ALLOCATION AND APPLICATION OF COLLECTIONS;
CAPITALIZED INTEREST ACCOUNT; RESERVE
ACCOUNT ............................................................. 22
Section 5.1. Rights of Noteholders ........................................... 22
Section 5.2. Collection Account .............................................. 22
Section 5.3. Collections and Allocations ..................................... 23
Section 5.4. Determination of Interest ....................................... 24
Section 5.5. Determination of Principal ...................................... 24
Section 5.6. Paired Series ................................................... 24
Section 5.7. Capitalized Interest Account .................................... 25
Section 5.8. Administration of Capitalized Interest Account .................. 25
Section 5.9. Allocations ..................................................... 26
Section 5.10. Reserve Account ................................................. 26
ARTICLE VI DISTRIBUTIONS TO NOTEHOLDERS ....................................... 27
Section 6.1. Distributions in General ........................................ 27
Section 6.2. Optional Repurchase of Notes .................................... 28
ARTICLE VII REPRESENTATIONS AND WARRANTIES .................................... 28
Section 7.1. Representations and Warranties of the Issuer .................... 28
Section 7.2. Representations and Warranties of the General Partner ........... 31
Section 7.3. Representations and Warranties of the Indenture
Trustee ......................................................... 32
Section 7.4. Representations and Warranties of Eligible Lender
Trustee ......................................................... 32
Section 7.5. Reassignment upon Breach ........................................ 33
ARTICLE VIII COVENANTS ........................................................ 34
Section 8.1. Payment of Notes ................................................ 34
Section 8.2. Money for Payments to Be Held in Trust .......................... 34
Section 8.3. Existence ....................................................... 36
Section 8.4. Protection of Indenture Trust Estate ............................ 36
Section 8.5. Performance of Obligations ...................................... 37
Section 8.6. Reporting Requirements of the Issuer ............................ 39
Section 8.7. Servicing Covenants ............................................. 39
Section 8.8. Negative Covenants of the Issuer ................................ 41
Section 8.9. Issuer May Consolidate, etc., Only on Certain Terms ............. 41
Section 8.10. Successor or Transferee ......................................... 43
Section 8.11. No Other Business ............................................... 43
Section 8.12. No Borrowing .................................................... 43
Section 8.13. Guarantees, Loans, Advances and Other Liabilities ............... 44
{/Table}
ii
{PAGE}
TABLE OF CONTENTS
(continued)
{Table}
{Caption}
PAGE
{S} {C}
ARTICLE IX EVENTS OF DEFAULTS AND REMEDIES .................................... 44
Section 9.1. Event of Defaults ............................................... 44
Section 9.2. Rights of the Indenture Trustee upon Events of Default .......... 45
Section 9.3. Other Remedies .................................................. 47
Section 9.4. Optional Preservation of the Indenture Trust Estate ............. 49
Section 9.5. Limitation on Suits ............................................. 49
Section 9.6. Unconditional Rights of Holders to Receive Payment;
Withholding Taxes ............................................... 49
Section 9.7. Restoration of Rights and Remedies .............................. 50
Section 9.8. Rights and Remedies Cumulative .................................. 50
Section 9.9. Delay or Omission Not Waiver .................................... 50
Section 9.10. Control by Requisite Investors or Required Noteholders .......... 50
Section 9.11. Waiver of Past Events ........................................... 51
Section 9.12. Collection of Indebtedness and Suits for Enforcement
by Indenture Trustee ............................................ 51
Section 9.13. The Indenture Trustee May File Proofs of Claim .................. 54
Section 9.14. Priorities ...................................................... 54
Section 9.15. Undertaking for Costs ........................................... 54
Section 9.16. Reassignment of Surplus ......................................... 54
Section 9.17. Waiver of Stay or Extension Laws ................................ 55
Section 9.18. Action on Notes ................................................. 55
Section 9.19. Remedies; Priorities ............................................ 55
ARTICLE X THE INDENTURE TRUSTEE ............................................... 57
Section 10.1. Acceptance of the Trusts ....................................... 57
Section 10.2. [Reserved] ..................................................... 59
Section 10.3. Notice if Default Occurs ....................................... 59
Section 10.4. Intervention by Indenture Trustee .............................. 59
Section 10.5. Successors ..................................................... 59
Section 10.6. Resignation .................................................... 60
Section 10.7. Removal ........................................................ 60
Section 10.8. Appointment of Successor ....................................... 60
Section 10.9. Concerning Any Successor ....................................... 60
Section 10.10. Appointment of Co-Indenture Trustee or Separate
Indenture Trustee .............................................. 61
Section 10.11. Successor Indenture Trustee as Trustee of Funds ................ 62
Section 10.12. Indemnification ................................................ 62
Section 10.13. Eligibility Requirements for Indenture Trustee ................. 63
ARTICLE XI DISCHARGE OF BASE INDENTURE ........................................ 63
Section 11.1. Termination of the Issuer's Obligations ......................... 63
Section 11.2. Application of Trust Money ...................................... 65
{/Table}
iii
{PAGE}
TABLE OF CONTENTS
(continued)
{Table}
{Caption}
PAGE
{S} {C}
Section 11.3. Repayment to the Issuer ............................... 65
ARTICLE XII AMENDMENTS .............................................. 65
Section 12.1. Without Consent of the Noteholders .................... 65
Section 12.2. With Consent of the Noteholders ....................... 67
Section 12.3. Supplements ........................................... 68
Section 12.4. Revocation and Effect of Consents ..................... 68
Section 12.5. Notation on or Exchange of Notes ...................... 68
Section 12.6. The Indenture Trustee to Sign Amendments, etc. ........ 68
Section 12.7. Amendments of Certain Defined Terms ................... 68
ARTICLE XIII MISCELLANEOUS .......................................... 69
Section 13.1. Notices .............................................. 69
Section 13.2. Communication by Noteholders With Other
Noteholders .......................................... 70
Section 13.3. Certificate and Opinion as to Conditions Precedent ... 70
Section 13.4. Statements Required in Certificate ................... 70
Section 13.5. Rules by the Indenture Trustee ....................... 71
Section 13.6. No Recourse Against Others ........................... 71
Section 13.7. Duplicate Originals .................................. 71
Section 13.8. Benefits of Base Indenture ........................... 71
Section 13.10. Governing Law; Waiver of Jury Trial .................. 71
Section 13.11. Successors ........................................... 72
Section 13.12. Severability ......................................... 72
Section 13.13. Counterpart Originals ................................ 72
Section 13.14. Table of Contents, Headings, etc. .................... 72
Section 13.15. Termination; Collateral .............................. 72
Section 13.16. No Bankruptcy Petition Against the Issuer ............ 73
Section 13.17. No Recourse; Limitation of Obligations ............... 73
Section 13.18. Waiver of Set-Off .................................... 74
Section 13.19. Compliance Certificates and Opinions ................. 74
Section 13.20. Higher Education Act ................................. 74
Section 13.21. Confidentiality ...................................... 75
Schedule I: Definitions List
Schedule II: List of Offices Where Records are Kept
Exhibit A: [Reserved]
Exhibit B: [Reserved]
Exhibit C: [Reserved]
Exhibit D: Form of Quarterly Report
Appendix A: Alternative Loan Schedule and Student Loan Schedule
{/Table}
iv
{PAGE}
BASE INDENTURE, dated as of May 8, 2003, between AMS-3 2003, LP, a
limited partnership established under the laws of Delaware, as the Issuer (the
"Issuer"), and BANK ONE, NATIONAL ASSOCIATION, a national banking association
organized under the laws of the United States, as indenture trustee (in such
capacity, the "Indenture Trustee") and as eligible lender trustee (in such
capacity, the "Eligible Lender Trustee").
WITNESSETH:
WHEREAS, the Issuer is a limited partnership with Academic Management
Services Corp., a Delaware corporation ("AMS") as its Limited Partner and AMS-3
SPC-1, Inc., a Delaware corporation, as its General Partner (the "General
Partner");
WHEREAS, the Issuer has duly authorized the execution and delivery of
this Base Indenture to provide for the issuance from time to time of one or more
series of Student Loan-Backed Notes (the "Notes"), issuable as provided in this
Base Indenture; and
WHEREAS, all things necessary to make this Base Indenture a legal,
valid and binding agreement of the Issuer, enforceable in accordance with its
terms, have been done, and the Issuer proposes to do all the things necessary to
make the Notes, when executed by the Issuer and authenticated and delivered by
the Indenture Trustee hereunder and duly issued by the Issuer, the legal, valid
and binding obligations of the Issuer hereinafter provided;
NOW, THEREFORE, for and in consideration of the premises and the
receipt of the Notes by the Noteholders, it is mutually covenanted and agreed,
for the equal and proportionate benefit of all Noteholders, as follows:
ARTICLE I
DEFINITIONS AND INCORPORATION BY REFERENCE
Section 1.1. Definitions. (a) Certain capitalized terms used herein
(including the preamble and the recitals hereto) shall have the meanings
assigned to such terms in the Definitions List attached hereto as Schedule I
(the "Definitions List"), as such Definitions List may be amended, restated or
modified from time to time in accordance with the provisions hereof.
(b) All terms defined in this Base Indenture or any Series Supplement
shall have the defined meanings when used in any certificate or other document
made or delivered pursuant hereto unless otherwise defined therein.
Section 1.2. Cross-References. Unless otherwise specified, references
in this Base Indenture and in each other Related Document to any Article or
Section are
{PAGE}
references to such Article or Section of this Base Indenture or such other
Related Document, as the case may be, and, unless otherwise specified,
references in any Article, Section or definition to any clause are references to
such clause of such Article, Section or definition.
Section 1.3. Accounting and Financial Determinations; No Duplication.
Where the character or amount of any asset or liability or item of income or
expense is required to be determined, or any accounting computation is required
to be made, for the purpose of this Base Indenture, such determination or
calculation shall be made, to the extent applicable and except as otherwise
specified in this Base Indenture, in accordance with GAAP applied on a
consistent basis. When used herein, the term "financial statement" shall include
the notes and schedules thereto. All accounting determinations and computations
hereunder or under any other Related Documents shall be made without
duplication.
Section 1.4. Rules of Construction. In this Base Indenture, unless the
context otherwise requires:
(i) "or" is not exclusive;
(ii) the singular includes the plural and vice versa;
(iii) reference to any Person includes such Person's successors and
assigns but, if applicable, only if such successors and assigns are permitted by
this Base Indenture, and reference to any Person in a particular capacity only
refers to such Person in such capacity;
(iv) reference to any gender includes the other gender;
(v) "including" (and with correlative meaning "include") means
including without limiting the generality of any description preceding such
term;
(vi) with respect to the determination of any period of time, "from"
means "from and including" and "to" means "to but excluding"; and
(vii) the words "hereof," "herein" and "hereunder" and words of similar
import when used in this Base Indenture shall refer to this Base Indenture as a
whole and not to any particular provision of this Base Indenture; and Section,
subsection, Schedule and Exhibit references contained in this Base Indenture are
references to Sections, subsections, Schedules and Exhibits in or to this Base
Indenture unless otherwise specified.
174901
|
Bank One
As referenced in this Base Indenture:
BANK ONE, NA – FILENAME}d08102exv10w76.txt
{DESCRIPTION}INDENTURE AGREEMENT DATED APRIL 29, 2003
{TEXT}
{PAGE}
EXHIBIT 10.76
AMS-3 2003, LP,
as the Issuer
and
BANK ONE, NA TIONAL ASSOCIATION,
as Indenture Trustee and Eligible Lender Trustee
----------
BASE INDENTURE
Dated as of May 8, 2003
----------
Student Loan-Backed Notes
(Issuable in
_____________
BANK ONE, NA – May 8, 2003, between AMS-3 2003, LP, a
limited partnership established under the laws of Delaware, as the Issuer (the
"Issuer"), and BANK ONE, NA TIONAL ASSOCIATION, a national banking association
organized under the laws of the United States, as indenture trustee (in such
capacity, the "Indenture Trustee")
_____________
BANK ONE, NA – issued
under the within mentioned Base Indenture and (ii) designated above and referred
to in the within mentioned [ENTER NAME OF SERIES SUPPLEMENT.].
BANK ONE, NA TIONAL ASSOCIATION,
not in its individual capacity but solely as
Indenture Trustee,
By:
-----------------------------------------
Authorized Signatory
Date:
(d) Each Note shall be dated and
_____________
BANK ONE, NA – the following effect:
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO
BANK ONE, NA TIONAL ASSOCIATION AS INDENTURE TRUSTEE OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS
REGISTERED IN THE
_____________
Bank One, Na – into the new Collection Account all
cash and investments from the non-qualifying Collection Account. Initially, the
Collection Account will be established with Bank One, Na tional Association.
(b) Establishment of Additional Accounts. To the extent specified in
the Series Supplement with respect to any Series of Notes, the
_____________
dt 100127
;
Cede
As referenced in this Base Indenture:
CEDE & CO – OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO . ("CEDE") OR SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (
dt 39011
;
First National
As referenced in this Base Indenture:
First
National Bank of Chicago) – Trust Agreement" means the Trust Agreement dated as of December 7,
1998, between EFG-I, LP, and Bank One, National Association (formerly The First
National Bank of Chicago) , as eligible lender trustee, as amended by the
amendment dated as of June 1, 1999, between EFG-I, LP and the Eligible
_____________
dt 130132
;
| AMS-3 2003, LP;
UICI
|
| Full Doc
| 2003 |
Base Indenture
Base Indenture (329K)
Doc #347436: This document is immediately available for purchase, but does not have a preview available for viewing.
AMS-3 2003, LP,
as the Issuer
and
BANK ONE, NATIONAL ASSOCIATION,
as Indenture Trustee and Eligible Lender Trustee
----------
BASE INDENTURE
Dated as of May 8, 2003
----------
Student Loan-Backed Notes
(Issuable in Series)
{PAGE}
TABLE OF CONTENTS
{Table}
{Caption}
PAGE
{S} {C}
ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE .......................... 1
Section 1.1. Definitions ..................................................... 1
Section 1.2. Cross-References ................................................ 1
Section 1.3. Accounting and Financial Determinations; No
Duplication ..................................................... 2
Section 1.4. Rules of Construction ........................................... 2
ARTICLE II THE NOTES .......................................................... 3
Section 2.1. Designation and Terms of Notes .................................. 3
Section 2.2. Notes Issuable in Series ........................................ 3
Section 2.3. Series Supplement for Each Series ............................... 6
Section 2.4. Execution and Authentication .................................... 8
Section 2.5. Form, Issuance and Transfer ..................................... 9
Section 2.6. Registrar and Paying Agent ...................................... 9
Section 2.7. Paying Agent to Hold Money in Trust ............................. 10
Section 2.8. Noteholder List ................................................. 12
Section 2.9. Transfer and Exchange ........................................... 12
Section 2.10. Legending of Notes .............................................. 12
Section 2.11. Replacement Notes ............................................... 12
Section 2.12. Treasury Notes .................................................. 13
Section 2.13. Temporary Notes ................................................. 13
Section 2.14. Cancellation .................................................... 13
Section 2.15. Principal and Interest .......................................... 14
Section 2.16. Book-Entry Notes ................................................ 14
Section 2.17. Notices to Clearing Agency ...................................... 16
Section 2.18. [Reserved] ...................................................... 16
Section 2.19. Tax Treatment ................................................... 16
Section 2.20. CUSIP Numbers ................................................... 17
ARTICLE III SECURITY .......................................................... 17
Section 3.1. Grant of Security Interest ...................................... 17
Section 3.2. Certain Rights and Obligations of the Issuer Unaffected ......... 18
Section 3.3. [Reserved] ...................................................... 19
Section 3.4. Stamp, Other Similar Taxes and Filing Fees ...................... 19
Section 3.5. Release from Lien of Indenture .................................. 19
ARTICLE IV REPORTS ............................................................ 20
Section 4.1. Agreement of the Issuer to Provide Reports and
Instructions .................................................... 20
Section 4.2. Monthly Noteholders' Statement .................................. 21
Section 4.3. Annual Noteholders' Tax Statement ............................... 21
{/Table}
{PAGE}
TABLE OF CONTENTS
(continued)
{Table}
{Caption}
PAGE
{S} {C}
ARTICLE V ALLOCATION AND APPLICATION OF COLLECTIONS;
CAPITALIZED INTEREST ACCOUNT; RESERVE
ACCOUNT ............................................................. 22
Section 5.1. Rights of Noteholders ........................................... 22
Section 5.2. Collection Account .............................................. 22
Section 5.3. Collections and Allocations ..................................... 23
Section 5.4. Determination of Interest ....................................... 24
Section 5.5. Determination of Principal ...................................... 24
Section 5.6. Paired Series ................................................... 24
Section 5.7. Capitalized Interest Account .................................... 25
Section 5.8. Administration of Capitalized Interest Account .................. 25
Section 5.9. Allocations ..................................................... 26
Section 5.10. Reserve Account ................................................. 26
ARTICLE VI DISTRIBUTIONS TO NOTEHOLDERS ....................................... 27
Section 6.1. Distributions in General ........................................ 27
Section 6.2. Optional Repurchase of Notes .................................... 28
ARTICLE VII REPRESENTATIONS AND WARRANTIES .................................... 28
Section 7.1. Representations and Warranties of the Issuer .................... 28
Section 7.2. Representations and Warranties of the General Partner ........... 31
Section 7.3. Representations and Warranties of the Indenture
Trustee ......................................................... 32
Section 7.4. Representations and Warranties of Eligible Lender
Trustee ......................................................... 32
Section 7.5. Reassignment upon Breach ........................................ 33
347436
|
Bank One
As referenced in this Base Indenture:
BANK ONE, NA – DOCUMENT}
{TYPE}EX-10.76
{SEQUENCE}8
{FILENAME}d08102exv10w76.txt
{DESCRIPTION}INDENTURE AGREEMENT DATED APRIL 29, 2003
{TEXT}
{PAGE}
EXHIBIT 10.76
AMS-3 2003, LP,
as the Issuer
and
BANK ONE, NA TIONAL ASSOCIATION,
as Indenture Trustee and Eligible Lender Trustee
----------
BASE INDENTURE
Dated as of May 8, 2003
----------
Student Loan-Backed Notes
(Issuable in Series)
{PAGE}
TABLE OF CONTENTS
{Table}
{Caption}
_____________
BANK ONE, NA – iv
{PAGE}
BASE INDENTURE, dated as of May 8, 2003, between AMS-3 2003, LP, a
limited partnership established under the laws of Delaware, as the Issuer (the
"Issuer"), and BANK ONE, NA TIONAL ASSOCIATION, a national banking association
organized under the laws of the United States, as indenture trustee (in such
capacity, the "Indenture Trustee") and as eligible lender trustee (in such
_____________
BANK ONE, NA – NAME OF NOTE] (i) of a series issued
under the within mentioned Base Indenture and (ii) designated above and referred
to in the within mentioned [ENTER NAME OF SERIES SUPPLEMENT.].
BANK ONE, NA TIONAL ASSOCIATION,
not in its individual capacity but solely as
Indenture Trustee,
By:
-----------------------------------------
Authorized Signatory
Date:
(d) Each Note shall be dated and issued as of the date of its
_____________
BANK ONE, NA – nominee shall bear a
legend substantially to the following effect:
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO
BANK ONE, NA TIONAL ASSOCIATION AS INDENTURE TRUSTEE OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. ("CEDE") OR SUCH
_____________
Bank One, Na – which
complies with such sentence and transfer into the new Collection Account all
cash and investments from the non-qualifying Collection Account. Initially, the
Collection Account will be established with Bank One, Na tional Association.
(b) Establishment of Additional Accounts. To the extent specified in
the Series Supplement with respect to any Series of Notes, the Indenture Trustee
may establish and maintain one
_____________
dt 727171
;
|
Cede
As referenced in this Base Indenture:
CEDE & CO. – CORPORATION ("DTC"), TO
BANK ONE, NATIONAL ASSOCIATION AS INDENTURE TRUSTEE OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. ("CEDE") OR SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
HEREON IS MADE TO CEDE OR TO SUCH OTHER ENTITY AS IS
_____________
dt 748251
;
First National
As referenced in this Base Indenture:
First
National Bank of Chicago) – as defined in the related
Series Supplement.
"Trust Agreement" means the Trust Agreement dated as of December 7,
1998, between EFG-I, LP, and Bank One, National Association (formerly The First
National Bank of Chicago) , as eligible lender trustee, as amended by the
amendment dated as of June 1, 1999, between EFG-I, LP and the Eligible Lender
Trustee.
"Trust Indenture Act" means the
_____________
dt 738967
|
| Preview
Full Doc
| 2000 |
Base Indenture
Base Indenture (689K)
Doc #1493108: Click preview link for longer preview.
EXECUTION
COPY
AIG CREDIT PREMIUM FINANCE MASTER TRUST,
as Issuer
and
BANK ONE, NATIONAL ASSOCIATION,
as Trustee
----------------------------
BASE INDENTURE
Dated as of November . . .
1493108
|
Bank One
As referenced in this Base Indenture:
BANK ONE, NA – SEQUENCE>5
<FILENAME>0005.txt
<DESCRIPTION>4.2
<TEXT>
Exhibit 4.2
EXECUTION
COPY
AIG CREDIT PREMIUM FINANCE MASTER TRUST,
as Issuer
and
BANK ONE, NA TIONAL ASSOCIATION,
as Trustee
----------------------------
BASE INDENTURE
Dated as of November 8, 1999
----------------------------
Premium Finance Asset Backed Notes
(Issuable in Series)
<PAGE>
CROSS REFERENCE TABLE
<TABLE>
<
_____________
Bank One, Na – INDENTURE, dated as of November 8, 1999, between AIG CREDIT PREMIUM
FINANCE MASTER TRUST, a special purpose business trust established under the
laws of Delaware, as issuer (the "Issuer") and Bank One, Na tional Association, a
national banking association, as trustee (in such capacity, the "Trustee").
W I T N E S S E T H:
WHEREAS, the Issuer has duly authorized the
_____________
Bank One, Na – to all Series of Notes, has the meaning
specified in Section 9.1 hereof.
"Trust Termination Date" shall have the meaning specified in Section 12.1.
"Trustee" shall mean initially Bank One, Na tional Association, and its
successors and any corporation resulting from or surviving any consolidation or
merger to which it or its successors may be a party and any successor trustee
_____________
Bank
One, Na – other property on deposit from time to time
in the Collection Account and the proceeds thereof for the benefit of the
Noteholders. Initially, the Collection Account will be established with Bank
One, Na tional Association. Funds on deposit in the Collection
60
<PAGE>
Account that are not both deposited and to be withdrawn on the same day shall be
invested in
_____________
BANK ONE, NA – Issuer
By: CHASE MANHATTAN BANK
DELAWARE, not in its individual
capacity but solely in its capacity as
Owner Trustee
By: /s/ Denis Kelly
-------------------------------------------
Name: Denis Kelly
Title: Assistant Vice President
BANK ONE, NA TIONAL ASSOCIATION,
as Trustee
By: /s/ Steve M. Huebande
-------------------------------------------
Name: Steve M. Huebande
Title: Assistant Vice President
<PAGE>
EXHIBIT A-1
<PAGE>
EXHIBIT A-1
TO
_____________
dt 1690617
;
AIG
As referenced in this Base Indenture:
American International Group, Inc – any Tax Opinion
or other opinion relating to federal income tax matters shall be an opinion of
nationally recognized tax counsel.
"AICCO" means AICCO, Inc., a California corporation.
"AIG" means American International Group, Inc ., a Delaware corporation or
its successor by merger or other corporate reorganization.
"AIG Support Agreement" means the support agreement between AIG, ART, AIC,
AICCO, IP Finance I, IP Finance
_____________
American International Group, Inc – hereof and supplements hereto.
"AIC" has the meaning specified in the introductory paragraph to this
Agreement.
"AICCO" has the meaning specified in the introductory paragraph to this
Agreement.
"AIG" means American International Group, Inc ., a Delaware corporation.
"AIG Support Agreement" means the support agreement between AIG, ART, AIC,
AICCO, IP Finance I, IP Finance II and IP Funding dated as of November 8,
_____________
AMERICAN INTERNATIONAL GROUP, INC – I have hereunto set my hand this ____ day of
--------------, ----.
A.I. RECEIVABLES TRANSFER
CORP., as Seller
By:
----------------------------------
Name:
Title:
E-6
<PAGE>
Exhibit E
SUPPORT AGREEMENT
among
AMERICAN INTERNATIONAL GROUP, INC .,
A.I. RECEIVABLES TRANSFER CORP.,
A.I. CREDIT CORP.,
AICCO, INC.,
IMPERIAL PREMIUM FINANCE, INC.,
IMPERIAL PREMIUM FINANCE, INC.,
AND
IMPERIAL PREMIUM FUNDING, INC.
------------------------
This agreement, made and entered
_____________
American International Group, Inc – CORP.,
AICCO, INC.,
IMPERIAL PREMIUM FINANCE, INC.,
IMPERIAL PREMIUM FINANCE, INC.,
AND
IMPERIAL PREMIUM FUNDING, INC.
------------------------
This agreement, made and entered into as of November 8, 1999 (the
"Agreement"), among American International Group, Inc ., a Delaware corporation
("Parent"), and A.I. Receivables Transfer Corp., a Delaware corporation ("ART"),
A.I. Credit Corp., a New Hampshire corporation ("AIC"), AICCO, Inc., a
California corporation ("AICCO"),
_____________
American International Group, Inc – communication required or contemplated by this Agreement shall be in writing,
shall be given or made or communicated by United States first class mail,
addressed as follows:
If to Parent: American International Group, Inc .
70 Pine Street
New York, New York 10270
Attention: Treasurer
If to Subsidiaries: (a) in the case of :
A.I. Receivables Transfer Corp.
160 Water Street
New York, New
_____________
dt 1676194
;
|
McGraw-Hill Companies
As referenced in this Base Indenture:
McGraw-Hill Companies, Inc – hereto, as the same may be amended or
supplemented from time to time.
"S&P" or "Standard & Poors" means Standard & Poors Ratings Service, a
division of The McGraw-Hill Companies, Inc .
"Scheduled Payment Date" shall have the meaning, with respect to any Series
of Notes, if any, in the related Series Supplement.
"Secured Parties" is defined in Granting Clause of
_____________
dt 1680067
;
Chase Manhattan
As referenced in this Base Indenture:
Chase Manhattan Bank – of a Premium Finance Obligation purchased by AIC, AICCO,
IP Finance I, IP Finance II or IP Funding or an affiliate thereof, the related
Third Party Originator.
"Owner Trustee" means Chase Manhattan Bank Delaware, a Delaware banking
corporation, in its capacity as owner trustee under the Trust Agreement.
"Pay Out Event" shall mean, with respect to each Series of Notes, a Trust
Pay
_____________
Chase Manhattan Bank – Trust Account" is defined in the Granting Clause to the Base Indenture.
"Trust Agreement" means the trust agreement dated as of November 5, 1999
between the Trust, as grantor, and Chase Manhattan Bank Delaware, as owner
trustee.
"Trust Assets" means any interest of any kind in any assets or property of
any kind, tangible or intangible, real, personal or mixed, now owned or
_____________
Chase Manhattan Bank – to the Trust Estate.
Section 15.26. Limitation of Liability.
It is expressly understood and agreed by the parties hereto that (a) this
Base Indenture is executed and delivered by Chase Manhattan Bank Delaware, not
individually or personally but solely as Owner Trustee (in such capacity, the
"Owner Trustee") under the Trust Agreement, in the exercise of the powers and
authority conferred and
_____________
Chase Manhattan Bank – Trust Agreement, (b) each of the
representations, undertakings and agreements herein made on the part of the
Issuer is made and intended not as personal representations, undertakings and
agreements by Chase Manhattan Bank Delaware but is made and intended for the
purpose of binding only the Issuer and (c) under no circumstances shall Chase
Manhattan Bank Delaware be personally liable for the payment
_____________
Chase
Manhattan Bank – as personal representations, undertakings and
agreements by Chase Manhattan Bank Delaware but is made and intended for the
purpose of binding only the Issuer and (c) under no circumstances shall Chase
Manhattan Bank Delaware be personally liable for the payment of any indebtedness
or expenses of the Issuer or be liable for the breach or failure of any
obligation, representation, warranty or covenant
_____________
dt 1666622
;
First National
As referenced in this Base Indenture:
First National Bank of Chicago) – and Servicing Agreement, dated as of April 14, 1998, among AIR, as Transferor,
AIC and AICCO, as Original Transferors and Servicers and Bank One, National
Association (formerly known as The First National Bank of Chicago) , as trustee.
"Purchase Agreement" has the meaning specified in the introductory clauses
hereto.
"Reaffirmation Date" means (i) each Addition Date and (ii) the date of any
Increase in any
_____________
dt 1681861
|
| Full Doc
| 2004 |
Capex Note
Capex Note (5K)
Doc #401447: This document is immediately available for purchase, but does not have a preview available for viewing.
401447
|
Bank One
As referenced in this Capex Note:
Bank One, NA – Company signatory hereto (herein, the Subsidiaries, together with the Company and their respective successors and assigns, called the Loan Parties), jointly and severally, promise to pay to the order of Bank One, NA , a national banking association with its main office in Chicago, Illinois (herein, together with its successors and assigns, called the Bank), the maximum principal sum available of One Million
_____________
Bank One, NA – the Amended and Restated Credit Agreement described herein among the Loan Parties, the financial institutions, including the Bank, that are or from time to time may become parties thereto, and Bank One, NA , a national banking association with its main office in Chicago, Illinois, as agent, as shown in the Banks records.
The Loan Parties further promise to pay to the order
_____________
Bank One, NA – Credit Agreement dated as of April 14, 2003 among the Loan Parties, the financial institutions, including the Bank, that are or from time to time may become parties thereto, and Bank One, NA , a national banking association with its main office in Chicago, Illinois, as agent (herein, as the same may be amended, modified or supplemented from time to time, including any
_____________
Bank One, NA – Note is made under and governed by the laws of the State of Michigan without regard to conflict of laws principles.
[SIGNATURES ON NEXT PAGE]
(Signature Page to Capex Note Bank One, NA )
IN WITNESS WHEREOF, the Loan Parties have executed this Note as of the day and year first above written.
CLARION TECHNOLOGIES, INC.
By: /s/ William Beckman
Its: President
CLARION
_____________
dt 1041648
;
| |
| Full Doc
| 2004 |
Capex Note
Capex Note (5K)
Doc #401448: This document is immediately available for purchase, but does not have a preview available for viewing.
401448
|
Bank One
As referenced in this Capex Note:
Bank One, NA – the Amended and Restated Credit Agreement described herein among the Loan Parties, the financial institutions, including the Bank, that are or from time to time may become parties thereto, and Bank One, NA , a national banking association with its main office in Chicago, Illinois, as agent, as shown in the Banks records.
The Loan Parties further promise to pay to the order
_____________
Bank One, NA – Credit Agreement dated as of April 14, 2003 among the Loan Parties, the financial institutions, including the Bank, that are or from time to time may become parties thereto, and Bank One, NA , a national banking association with its main office in Chicago, Illinois, as agent (herein, as the same may be amended, modified or supplemented from time to time, including any
_____________
dt 1041649
;
| |
| Preview
Full Doc
| 2003 |
Capex Note
Capex Note (5K)
Doc #401468: Click preview link for longer preview.
CAPEX NOTE
$1,500,000
Grand Rapids, Michigan
April 14, . . .
401468
|
Bank One
As referenced in this Capex Note:
Bank One, NA – Company signatory hereto (herein, the Subsidiaries, together with the Company and their respective successors and assigns, called the Loan Parties), jointly and severally, promise to pay to the order of Bank One, NA , a national banking association with its main office in Chicago, Illinois (herein, together with its successors and assigns, called the Bank), aggregate principal amount of Capex Loans outstanding under
_____________
Bank One, NA – Credit Agreement dated as of even date herewith among the Loan Parties, the financial institutions, including the Bank, that are or from time to time may become parties thereto, and Bank One, NA , a national banking association with its main office in Chicago, Illinois, as agent (herein, as the same may be amended, modified or supplemented from time to time, including any
_____________
dt 1041669
;
|
Clarion
As referenced in this Capex Note:
Clarion Technologies, Inc –
EXHIBIT 10(d)
EX-10 8 clarion10ka_ex10d.htm
EXHIBIT 10(d)
Execution Copy
CAPEX NOTE
$1,500,000
Grand Rapids, Michigan
April 14, 2003
FOR VALUE RECEIVED, the undersigned, Clarion Technologies, Inc ., a Delaware corporation (the Company), and the subsidiaries of the Company signatory hereto (herein, the Subsidiaries, together with the Company and their respective successors and assigns, called the Loan
_____________
CLARION TECHNOLOGIES, INC – ON NEXT PAGE]
- 2 -
(Signature Page to Form of Capex Note)
IN WITNESS WHEREOF, the Loan Parties have executed this Note as of the day and year first above written.
CLARION TECHNOLOGIES, INC .
By:
William Beckman
Its:
President
CLARION REAL ESTATE, L.L.C.
By:
William Beckman
Its:
President
MITO PLASTICS, INC.
By:
William Beckman
Its:
President
- 3 -
_____________
dt 1389554
|
| Preview
Full Doc
| 2005 |
Capital Securities Guarantee Agreement
Capital Securities Guarantee Agreement (44K)
Doc #1676833: Click preview link for longer preview.
CAPITAL SECURITIES GUARANTEE AGREEMENT
HSBC Finance Corporation
Dated as of , 2005
CROSS-REFERENCE TABLE*
Section of Trust Indenture
Section of
Act of 1939, as amended
Guarantee Agreement
310(a)
4.1(a)
310(b)
4.1(c)
310(c)
Inapplicable
311(a)
2.2(b)
311(b)
2.2(b)
311(c)
Inapplicable
312(a)
2.2(a)
312(b)
2.2(b) . . .
1676833
|
Bank One
As referenced in this Capital Securities Guarantee Agreement:
Bank One, Na – agents of the Capital Securities Guarantee Trustee.
Indenture means the Indenture dated as of May 15, 1995 among J. P. Morgan Trust Company, National Association (as successor in interest to Bank One, Na tional Association, formerly known as The First National Bank of Chicago) as trustee and HSBC Finance Corporation (as Debt Issuer) and any indenture supplemental thereto pursuant to which certain subordinated
_____________
dt 1375059
;
|
First National
As referenced in this Capital Securities Guarantee Agreement:
First National Bank of Chicago) – means the Indenture dated as of May 15, 1995 among J. P. Morgan Trust Company, National Association (as successor in interest to Bank One, National Association, formerly known as The First National Bank of Chicago) as trustee and HSBC Finance Corporation (as Debt Issuer) and any indenture supplemental thereto pursuant to which certain subordinated debt securities of the Debt Issuer are to be issued
_____________
dt 1532773
|
| Preview
Full Doc
| 2005 |
Capital Securities Guarantee Agreement
Capital Securities Guarantee Agreement (44K)
Doc #1929113: Click preview link for longer preview.
CAPITAL SECURITIES GUARANTEE AGREEMENT
HSBC Finance Corporation
Dated as of , 2005
CROSS-REFERENCE TABLE*
Section of Trust Indenture
Section of
Act of 1939, as amended
Guarantee Agreement
310(a)
4.1(a)
310(b)
4.1(c)
310(c)
Inapplicable
311(a)
2.2(b)
311(b)
2.2(b)
311(c)
Inapplicable
312(a)
2.2(a)
312(b)
2.2(b) . . .
1929113
|
Bank One
As referenced in this Capital Securities Guarantee Agreement:
Bank One, Na – agents of the Capital Securities Guarantee Trustee.
Indenture means the Indenture dated as of May 15, 1995 among J. P. Morgan Trust Company, National Association (as successor in interest to Bank One, Na tional Association, formerly known as The First National Bank of Chicago) as trustee and HSBC Finance Corporation (as Debt Issuer) and any indenture supplemental thereto pursuant to which certain subordinated
_____________
dt 1375121
;
|
First National
As referenced in this Capital Securities Guarantee Agreement:
First National Bank of Chicago) – means the Indenture dated as of May 15, 1995 among J. P. Morgan Trust Company, National Association (as successor in interest to Bank One, National Association, formerly known as The First National Bank of Chicago) as trustee and HSBC Finance Corporation (as Debt Issuer) and any indenture supplemental thereto pursuant to which certain subordinated debt securities of the Debt Issuer are to be issued
_____________
dt 1532822
|
| Preview
Full Doc
| 2003 |
Addendum No. 3 to the Master Collateral Agency Agreement [Amended and Restated]
Addendum No. 3 to the Master Collateral Agency Agreement [Amended and Restated] (11K)
Doc #175677: Click preview link for longer preview.
ADDENDUM NO. 3 TO THE AMENDED AND RESTATED MASTER COLLATERAL
AGENCY AGREEMENT
This ADDENDUM NO. 3, dated as of December 12, 2002 (the "Addendum"), to the
AMENDED AND RESTATED MASTER COLLATERAL AGENCY AGREEMENT, dated as of December
23, 1997, as amended by that certain Addendum to the Amended and Restated Master
Collateral Agency Agreement, dated as of March 6, 2001, as further amended by
that certain Addendum No. 2 to the Amended and Restated Master Collateral Agency
Agreement, dated as of January 31, 2002 (the "Existing Agreement"), as the same
may be further amended, supplemented, restated or otherwise modified from time
to time in accordance with the terms thereof, among DOLLAR THRIFTY AUTOMOTIVE
GROUP, INC., a Delaware corporation ("DTAG"), as master servicer (in such
capacity, the "Master Servicer"), RENTAL CAR FINANCE CORP., an Oklahoma
corporation ("RCFC"), as a grantor, THRIFTY RENT-A-CAR SYSTEM, INC., an Oklahoma
corporation ("Thrifty"), as a grantor and servicer, DTG OPERATIONS, INC.,
formerly known as Dollar Rent A Car Systems, Inc., an Oklahoma corporation
("Dollar"), as a grantor and servicer (in the capacity as Servicer, the
"Servicer" and in the capacity as grantor, the "Lessee Grantor"), RCFC and
DEUTSCHE BANK TRUST COMPANY AMERICAS, formerly known as Bankers Trust Company
(in its capacity as trustee under the Indenture (such term and all other
capitalized terms used herein and not otherwise defined herein having the
meanings assigned thereto in Section 1 hereof) as a Financing Source, the
Trustee, and RCFC as a Beneficiary and DEUTSCHE BANK TRUST COMPANY AMERICAS,
formerly known as Bankers Trust Company, not in its individual capacity but as
agent for the Beneficiaries (in such capacity, the "Master Collateral Agent").
WHEREAS, the parties to the Existing Agreement desire to amend the Existing
Agreement as provided herein;
NOW THEREFORE, the parties hereto hereby agree as follows:
Section 1. Definitions. Capitalized terms used herein and not
otherwise defined herein shall have the meaning set forth therefor in the
Existing Agreement or if not defined therein, in the Base Indenture.
"Base Indenture" means the Base Indenture, dated as of December 13, 1995,
as amended by the amendment thereto dated as of December 23, 1997, between RCFC
and Deutsche Bank Trust Company Americas, formerly known as Bankers Trust
Company, as Trustee, as such agreement may be further amended modified or
supplemented in accordance with the terms thereof.
Section 2. Amendments. Upon the terms and subject to the conditions
set forth in this Addendum, the parties hereto hereby agree as follows:
(a) All references to "Dollar Rent A Car Systems, Inc." in the Existing
Agreement shall be deemed to be "DTG Operations, Inc.".
(b) Effective January 1, 2003, all references to "Thrifty" or "Thrifty
Rent-A-Car System, Inc." in its capacity as a grantor and as Servicer shall be
deemed to be deleted in their entirety, and from and after January 1, 2003,
Thrifty shall be removed as a party to the Existing Agreement and shall have no
further obligations thereunder, other than any obligations arising prior to
175677
| |