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$52	Preview Full Doc	2003	Receivables Purchase Agreement Receivables Purchase Agreement (99K) Doc #113079: Click preview link for longer preview. NORDSTROM fsb, as Seller, and NORDSTROM CREDIT CARD RECEIVABLES LLC, as Purchaser RECEIVABLES PURCHASE AGREEMENT Dated as of April 1, 2002 {PAGE} TABLE OF CONTENTS {TABLE} {CAPTION} Page ---- {S} {C} ARTICLE ONE DEFINITIONS Section 1.01.Definitions.................................................................................... 2 Section 1.02.Other Definitional Provisions.................................................................. 6 ARTICLE TWO PURCHASE AND CONVEYANCE OF RECEIVABLES Section 2.01.Purchase....................................................................................... 7 Section 2.02.Additional Accounts............................................................................ 8 Section 2.03.Delivery of Documents.......................................................................... 9 Section 2.04.Representations and Warranties as to the Security Interest of the Purchaser in the Receivables. 10 ARTICLE THREE CONSIDERATION AND PAYMENT Section 3.01.Purchase Price................................................................................. 11 Section 3.02.Adjustments to Purchase Price.................................................................. 11 Section 3.03.Capital Contribution........................................................................... 11 ARTICLE FOUR REPRESENTATIONS AND WARRANTIES Section 4.01.Representations and Warranties of the Seller................................................... 12 Section 4.02.Representations and Warranties as to the Agreement and the Receivables......................... 13 Section 4.03.Representations and Warranties of the Purchaser................................................ 15 ARTICLE FIVE COVENANTS Section 5.01.Covenants of the Seller........................................................................ 17 Section 5.02.Covenants of the Seller with Respect to Receivables Purchase Agreements........................ 18 {/TABLE} i {PAGE} {TABLE} {CAPTION} Page ---- {S} {C} ARTICLE SIX REPURCHASE OBLIGATION Section 6.01.Reassignment of Ineligible Receivables......................................................... 20 Section 6.02.Reassignment................................................................................... 20 ARTICLE SEVEN CONDITIONS PRECEDENT Section 7.01.Conditions to the Purchaser's Obligations Regarding Initial Receivables........................ 22 Section 7.02.Conditions Precedent to the Seller's Obligations............................................... 22 ARTICLE EIGHT TERM AND PURCHASE TERMINATION Section 8.01.Term........................................................................................... 24 Section 8.02.Purchase Termination........................................................................... 24 ARTICLE NINE MISCELLANEOUS PROVISIONS Section 9.01.Amendment...................................................................................... 25 Section 9.02.Governing Law.................................................................................. 25 Section 9.03.Notices........................................................................................ 25 Section 9.04.Severability of Provisions..................................................................... 25 Section 9.05.Merger, Consolidation of, or Assignment of Obligations of Seller............................... 26 Section 9.06.Acknowledgement and Agreement of the Seller.................................................... 27 Section 9.07.Further Assurances............................................................................. 27 Section 9.08.No Waiver; Cumulative Remedies................................................................. 27 Section 9.09.Counterparts................................................................................... 27 Section 9.10.Third-Party Beneficiaries...................................................................... 28 Section 9.11.Merger and Integration......................................................................... 28 Section 9.12.Effect of Headings and Table of Contents....................................................... 28 Section 9.13.Schedules and Exhibits......................................................................... 28 Section 9.14.Survival of Representations and Warranties..................................................... 28 Section 9.15.Nonpetition Covenant........................................................................... 28 {/TABLE} ii {PAGE} {TABLE} {CAPTION} Page ---- {S} {C} EXHIBITS Exhibit A - Form of Supplemental Conveyance.................................... A-1 SCHEDULES Schedule I - List of Accounts................................................... S-1 {/TABLE} iii {PAGE} RECEIVABLES PURCHASE AGREEMENT This Receivables Purchase Agreement, dated as of April 1, 2002, is between Nordstrom fsb (the "Bank"), a federal savings bank (the "Seller"), and Nordstrom Credit Card Receivables LLC, a Delaware limited liability company (the "Purchaser"). WHEREAS, in the regular course of its business, the Seller has originated, and in the future may originate or acquire, certain credit card accounts and the related receivables; WHEREAS, the Purchaser desires to purchase, from time to time, certain Receivables; and WHEREAS, the Seller desires to sell and assign, from time to time, the Receivables to the Purchaser upon the terms and conditions hereinafter set forth. NOW, THEREFORE, in consideration of the mutual terms and covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: {PAGE} ARTICLE ONE DEFINITIONS Section 1.01. Definitions. Whenever used in this Agreement, the following words and phrases shall have the following meanings: "Account" has the meaning set forth in the Transfer and Servicing Agreement. "Account Owner" has the meaning set forth in the Transfer and Servicing Agreement. "Addition Cut-Off Date" has the meaning set forth in the Transfer and Servicing Agreement. "Addition Date" has the meaning set forth in the Transfer and Servicing Agreement. 113079	Nordstrom Nordstrom, Inc. ( Apparel ) As referenced in this Receivables Purchase Agreement: NORDSTROM INC – NORDSTROM INC _____________ dt 1854384 ; Wells Fargo Bank Wells Fargo Bank Minnesota, NA ( Financial ) As referenced in this Receivables Purchase Agreement: Wells Fargo Bank Minnesota, – supplemented or modified from time to time. "Indenture Supplement" means the indenture supplement pursuant to which a Series is issued. "Indenture Trustee" means Wells Fargo Bank Minnesota, National Association, as trustee under the Indenture, and its successors. "Ineligible Receivables" has the meaning set forth in the Transfer and Servicing _____________ dt 102909 ;	Wilmington Trust Wilmington Trust Co. ( Financial ) As referenced in this Receivables Purchase Agreement: Wilmington Trust Co – meaning set forth in the Transfer and Servicing Agreement. "Offered Notes" has the meaning set forth in the related Indenture. "Owner Trustee" means Wilmington Trust Co mpany, as trustee under the Trust Agreement, and its successors. "Pay Out Event" has the meaning set forth in the related Indenture. "Periodic _____________ dt 99509 ; Nordstrom Credit Card Receivables LLC
$56	Preview Full Doc	2002	Certificate Purchase Agreement Certificate Purchase Agreement (78K) Doc #125153: Click preview link for longer preview. CERTIFICATE PURCHASE AGREEMENT November 22, 2002 ING Financial Markets LLC 1325 Avenue of the Americas 8th Floor New York, New York 10019 Attention: Securitization Group Ladies and Gentlemen: 1. Introduction. Charming Shoppes Receivables Corp. (the "Seller"), a special-purpose Delaware corporation whose principal place of business is in Delaware and which is a wholly-owned indirect subsidiary of Charming Shoppes, Inc. ("Charming"), proposes to sell to ING Financial Markets LLC (the "Initial Purchaser") (a) $63,500,000 Series 2002-1 Fixed Rate Class A Asset Backed Certificates (the "Class A Certificates") and (b) $16,500,000 Series 2002-1 Fixed Rate Class B Asset Backed Certificates (the "Class B Certificates" and, together with the Class A Certificates, the "Offered Certificates") to be issued pursuant to the Second Amended and Restated Pooling and Servicing Agreement, dated as of November 25, 1997 and as amended as of July 22, 1999 and as of May 8, 2001 (the "Pooling Agreement") among the Seller, Spirit of America, Inc. ("SOAI"), a Delaware corporation which is a wholly-owned indirect subsidiary of Charming, as servicer (in such capacity, the "Servicer"), and Wachovia Bank National Association (formerly known as First Union National Bank), as trustee (the "Trustee"), as supplemented by the Series 2002-1 Supplement to the Pooling Agreement dated as of November 20, 2002 (the "Series Supplement", and the Pooling Agreement, as so supplemented, the "Supplemented Pooling Agreement"). Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Supplemented Pooling Agreement. Each Offered Certificate will represent an undivided ownership interest in the Charming Shoppes Master Trust (the "Trust"). In addition, concurrently with the issuance of the Offered Certificates, the Trust will issue $9,500,000 Series 2002-1 Fixed Rate Class C Asset Backed Certificates (the "Class C Certificates") and $10,500,000 Series 2002-1 Floating Rate Class D Asset Backed Certificates (the "Class D Certificates" and, together with the Offered Certificates and the Class C Certificates, the "Certificates"). The Class C Certificates will be initially held by the Seller. The Seller will enter into a Certificate Purchase Agreement (the "Class C Purchase Agreement") with the Trustee, the Seller and the Servicer. The Class D Certificates will be sold pursuant to the Certificate Purchase Agreement (the "Class D Purchase Agreement") among the Trustee, the Seller, the Servicer and the purchasers named therein (the "Class D Purchasers"). The Class D Certificates will be initially held by the Seller. The assets of the Trust include, among other things, certain receivables (the "Receivables") arising under a pool of certain revolving credit card accounts owned by Spirit of America National Bank ("Spirit of America") which have been conveyed to the Seller by Spirit of America pursuant to a Purchase and Sale Agreement dated as of November 25, 1997 and as amended as of September 1, 1999, November 9, 2000 and May 8, 2001 (the "Purchase Agreement") and conveyed to the Trust pursuant to the Pooling Agreement. {PAGE} The Seller, at its own expense, has prepared an offering memorandum dated October 22, 2002 (together with any exhibits attached thereto, the "Preliminary Memorandum"), describing among other things, the Offered Certificates and the Supplemented Pooling Agreement. Copies of the Preliminary Memorandum have been delivered to you. The Seller, at its own expense, shall also prepare a final offering memorandum (together with any exhibits attached thereto, the "Final Memorandum"), which it will deliver to you no later than three business days prior to the Issuance Date (as herein defined). From and after the date of any amendment or supplement to the Final Memorandum or the Preliminary Memorandum, as applicable, the term "Final Memorandum" or "Preliminary Memorandum" shall mean the Final Memorandum or the Preliminary Memorandum, as applicable, as so amended or supplemented. The Preliminary Memorandum, the Final Memorandum, the Certificates, the Pooling Agreement, the Series Supplement, the Class C Placement Agreement, the Class C Certificate Purchase Agreement, the Class D Purchase Agreement, the Purchase Agreement and the Security Agreement, dated November 25, 1997, executed by Spirit of America in favor of the Trustee (the "Security Agreement") shall be collectively referred to herein as the "Related Documents". The Offered Certificates may be resold solely to (i) "qualified institutional buyers ("QIBs") in reliance upon Rule 144A ("Rule 144A") under the Securities Act of 1933, as amended (the "Securities Act") and (ii) non-U.S. persons outside the United States, as defined in Regulation S of the Securities Act ("Regulation S"), in a transaction meeting the requirements of Regulation S. 2. Representations, Warranties and Covenants of the Seller, FSC and the Servicer. (a) The Seller represents and warrants to, and agrees with the Initial Purchaser that: (i) The Final Memorandum contains all information material to an investor's decision to purchase the Offered Certificates. The Final Memorandum, as of its date and any amendment thereof or supplement thereto, as of their respective dates, and in each case as of the Issuance Date, does not and will not, as of such dates and at such times, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading except that the representations and warranties in this clause (i) do not relate to any statements or omissions made in reliance on and in conformity with the Initial Purchaser Information (as defined in Section 7(b)). (ii) As of the Issuance Date (as defined herein), the representations and warranties of the Seller in each of the Related Documents to which it is a party will be true and correct in all material respects except to the extent that such representations and warranties specifically relate to a date other than the Issuance Date. (iii) The Seller has been duly organized and is validly existing as a Delaware corporation in good standing under the laws of the State of Delaware, with power and authority (corporate and other) to own its properties and conduct its business as described in the Preliminary Memorandum and the Final Memorandum, and has been duly qualified (or is exempt from such requirement) as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties, or conducts any business, so as to require such qualification, other than where the failure to be so qualified or in good standing would not have a material adverse effect on the Seller and its Affiliates taken as a whole or on the transactions contemplated by this Agreement and the Related Documents. 125153	Charming Shoppes Charming Shoppes, Inc. ( Apparel ) As referenced in this Certificate Purchase Agreement: Charming Shoppes, Inc – Seller"), a special-purpose Delaware corporation whose principal place of business is in Delaware and which is a wholly-owned indirect subsidiary of Charming Shoppes, Inc . ("Charming"), proposes to sell to ING Financial Markets LLC (the "Initial Purchaser") (a) $63,500,000 Series 2002-1 Fixed Rate Class _____________ Charming Shoppes, Inc – the Servicer, will be mailed, delivered or telecopied and confirmed to the Seller, FSC or the Servicer, at the following address: c/o Charming Shoppes, Inc . 450 Winks Lane Bensalem, PA 19020 Attn: Kirk Simme with a copy to: General Counsel Charming Shoppes, Inc. 3750 State Road Bensalem, _____________ Charming Shoppes, Inc – the following address: c/o Charming Shoppes, Inc. 450 Winks Lane Bensalem, PA 19020 Attn: Kirk Simme with a copy to: General Counsel Charming Shoppes, Inc . 3750 State Road Bensalem, PA 19020 10. Other Services. Nothing in this Agreement is intended to obligate or commit the Initial Purchaser _____________ CHARMING SHOPPES, INC – Name: Title: 19 {PAGE} Section 7 of the foregoing Certificate Purchase Agreement is hereby agreed to as of the date first above written. CHARMING SHOPPES, INC . By: ------------------------------------------- Name: Title: 20 {PAGE} Exhibit A 1. Presentation to Investors, September 2002 2. Presentation to Investors, October 2002 3. Presentation to _____________ dt 650606 ; Cede Cede & Co. ( Financial ) As referenced in this Certificate Purchase Agreement: Cede & Co – against delivery to the Initial Purchaser of the Offered Certificates registered in the name of Cede & Co ., the nominee of The Depository Trust Company ("DTC"). The Initial Purchaser's interests as dt 38784 ; DTC Depository Trust Co. ( Financial ) As referenced in this Certificate Purchase Agreement: Depository Trust Company – of the Offered Certificates registered in the name of Cede & Co., the nominee of The Depository Trust Company ("DTC"). The Initial Purchaser's interests as beneficial owners of the Offered Certificates will dt 47897 ;	First Union First Union National Bank ( Financial ) As referenced in this Certificate Purchase Agreement: First Union National Bank) – is a wholly-owned indirect subsidiary of Charming, as servicer (in such capacity, the "Servicer"), and Wachovia Bank National Association (formerly known as First Union National Bank) , as trustee (the "Trustee"), as supplemented by the Series 2002-1 Supplement to the Pooling Agreement dated as of November 20, 2002 ( _____________ dt 184158 ; ING Financial ING Financial Markets LLC ( Financial ) As referenced in this Certificate Purchase Agreement: ING Financial Markets LLC – Certificates, Series 2002-1 $16,500,000 Fixed Rate Class B Asset Backed Certificates, Series 2002-1 CERTIFICATE PURCHASE AGREEMENT November 22, 2002 ING Financial Markets LLC 1325 Avenue of the Americas 8th Floor New York, New York 10019 Attention: Securitization Group Ladies and Gentlemen: 1. Introduction. Charming Shoppes _____________ ING Financial Markets LLC – place of business is in Delaware and which is a wholly-owned indirect subsidiary of Charming Shoppes, Inc. ("Charming"), proposes to sell to ING Financial Markets LLC (the "Initial Purchaser") (a) $63,500,000 Series 2002-1 Fixed Rate Class A Asset Backed Certificates (the "Class A Certificates") and ( _____________ ING Financial Markets LLC – and, if sent to the Initial Purchaser, will be mailed, delivered or telecopied and confirmed to the Initial Purchaser, at the following address: ING Financial Markets LLC 1325 Avenue of the Americas 8th Floor New York, New York 10019 Attention: Securitization Group if sent to the Seller, FSC or _____________ ING FINANCIAL MARKETS LLC – FASHION SERVICE CORP. By: ------------------------------------------- Name: Title: The foregoing Certificate Purchase Agreement is hereby confirmed and accepted as of the date first above written: ING FINANCIAL MARKETS LLC By ---------------------------------- Name: Title: 19 {PAGE} Section 7 of the foregoing Certificate Purchase Agreement is hereby agreed to as of the date first _____________ dt 99479 ; More...
$39	Preview Full Doc	2002	Certificate Purchase Agreement Certificate Purchase Agreement (67K) Doc #125154: Click preview link for longer preview. CERTIFICATE PURCHASE AGREEMENT among WACHOVIA BANK, NATIONAL ASSOCIATION, as Trustee CHARMING SHOPPES RECEIVABLES CORP., as Seller SPIRIT OF AMERICA, INC., as Servicer and THE CLASS C HOLDERS DESCRIBED HEREIN dated as of November 22, 2002 ________________________________________________________________________________ {PAGE} TABLE OF CONTENTS Page ARTICLE I Definitions..................................................1 SECTION 1.1 Defined Terms...........................................1 SECTION 1.2 Other Definitional Provisions...........................4 ARTICLE II Amount and Terms of Class C Certificates.....................4 SECTION 2.1 Purchase................................................4 SECTION 2.2 Spread Account Funding..................................4 SECTION 2.3 Interest Rate; Payment Dates............................4 SECTION 2.4 Payments................................................4 SECTION 2.5 Spread Account..........................................5 SECTION 2.6 Nonrecourse Obligation..................................6 ARTICLE III Conditions Precedent.........................................6 SECTION 3.1 Related Agreements......................................6 SECTION 3.2 Certificate Issuance....................................6 SECTION 3.3 Spread Account..........................................6 ARTICLE IV Covenants of the Seller and Servicer.........................6 SECTION 4.1 Certificates............................................6 SECTION 4.2 Monthly Status Reports..................................7 SECTION 4.3 Servicer Default........................................7 SECTION 4.4 Rule 144A Information...................................7 SECTION 4.5 Funding Periods.........................................7 ARTICLE V Representations, Warranties and Covenants of the Third Party Investors and the Trustee.........................7 SECTION 5.1 Representations, Warranties and Covenants of the Third Party Investors..............................7 SECTION 5.2 Representations, Warranties and Covenants of the Trustee............................................8 ARTICLE VI Miscellaneous................................................8 SECTION 6.1 Amendments and Waivers..................................8 SECTION 6.2 Governing Law...........................................9 SECTION 6.3 No Waiver...............................................9 SECTION 6.4 Severability............................................9 SECTION 6.5 Termination.............................................9 i {PAGE} TABLE OF CONTENTS Page SECTION 6.6 Transfer Restrictions...................................9 SECTION 6.7 Notices................................................10 SECTION 6.8 Survival of Representations and Warranties.............10 SECTION 6.9 Exclusive Benefit......................................10 SECTION 6.10 Limitation of Remedies.................................10 SECTION 6.11 Counterparts...........................................11 SECTION 6.12 Entire Agreement.......................................11 SECTION 6.13 Headings...............................................11 SECTION 6.14 Nonpetition Agreement..................................11 SECTION 6.15 Waiver of Jury Trial...................................11 SCHEDULE I Initial Class C Holder EXHIBIT A.................................Form of Servicer Payment Instructions EXHIBIT B...............................Form of Purchaser Representation Letter ii {PAGE} CERTIFICATE PURCHASE AGREEMENT, dated as of November 22, 2002, among WACHOVIA BANK, NATIONAL ASSOCIATION, as trustee (together with its successors and assigns, the "Trustee") for the Charming Shoppes Master Trust (the "Trust"), SPIRIT OF AMERICA, INC., a Delaware corporation ("Spirit of America"), as Servicer, CHARMING SHOPPES RECEIVABLES CORP., a Delaware corporation ("CSRC"), as Seller, and the purchaser of the Class C Certificates (the "Class C Certificates") named on the signature pages of this Agreement (the "Initial Class C Holder"; and together with their respective permitted transferees, the "Class C Holders"). WHEREAS the Seller, the Servicer and the Trustee have entered into a Second Amended and Restated Pooling and Servicing Agreement, dated as of November 25, 1997 (as amended on July 22, 1999 and on May 8, 2001 and as the same may from time to time be further amended, modified or otherwise supplemented, the "Pooling and Servicing Agreement"), for the Trust and the Series 2002-1 Supplement, dated as of November 20, 2002 to the Pooling and Servicing Agreement (the "Supplement"); WHEREAS the Trust proposes to issue and sell certain Investor Certificates, designated as the Class A Certificates, the Class B Certificates, the Class C Certificates, and the Class D Certificates, pursuant to the Pooling and Servicing Agreement and the Supplement; and WHEREAS it is a condition to the issuance of the Class A Certificates and Class B Certificates that the Initial Class C Holder enters into this Agreement and purchases the Class C Certificate provided for herein; NOW, THEREFORE, in consideration of the mutual covenants herein contained, and other good and valuable consideration, the receipt and adequacy of which are hereby expressly acknowledged, the parties hereto agree as follows: ARTICLE I Definitions SECTION 1.1 Defined Terms. Unless otherwise defined herein, all terms used herein which are defined in the Pooling and Servicing Agreement or the Supplement shall have the meanings assigned thereto in the Pooling and Servicing Agreement or the Supplement, as the case may be, and the following terms shall have the following meanings: "Act" shall mean the Securities Act of 1933, as amended. "Agreement" shall mean this Certificate Purchase Agreement, as amended, supplemented or otherwise modified from time to time. "Available Funds" shall mean, with respect to each Distribution Date, the sum of (a) the amount distributed by the Servicer or the Trustee (acting in accordance with instructions of the Servicer) for application under this Agreement pursuant to subsection 4.11(j) of Article IV under Section 7 of the Supplement and (b) Investment Earnings, if any, available to be paid from the Spread Account pursuant to Sections 2.5. 125154	Charming Shoppes Charming Shoppes, Inc. ( Apparel ) As referenced in this Certificate Purchase Agreement: Charming Shoppes, Inc – National Association 123 South Broad Street 11th Floor, PA 1249 Philadelphia, Pennsylvania 19104 Attn: Corporate Trust Administration Charming Shoppes Receivables Corp. c/o Charming Shoppes, Inc . 450 Winks Lane Bensalem, Pennsylvania 19020 Re: Purchase of $________ principal amount of Charming Shoppes Master Trust Series 2002-1 Asset Backed _____________ Charming Shoppes, Inc – National Association 123 South Broad Street 11th Floor, PA 1249 Philadelphia, Pennsylvania 19104 Attn: Corporate Trust Administration Charming Shoppes Receivables Corp. c/o Charming Shoppes, Inc . 450 Winks Lane Bensalem, Pennsylvania 19020 [Transferring Class C Holder] Name of Buyer: ("Buyer") I hereby certify that as indicated below, I _____________ Charming Shoppes, Inc – National Association 123 South Broad Street 11th Floor, PA 1249 Philadelphia, Pennsylvania 19104 Attn: Corporate Trust Administration Charming Shoppes Receivables Corp. c/o Charming Shoppes, Inc . 450 Winks Lane Bensalem, Pennsylvania 19020 Name of Buyer: ("Buyer") Name of Investment Adviser: ("Adviser") I hereby certify that, as indicated below, _____________ dt 650607 ;	Wachovia Bank Wachovia Bank, NA ( Financial ) As referenced in this Certificate Purchase Agreement: WACHOVIA BANK, – {DOCUMENT} {TYPE}EX-10 {SEQUENCE}7 {FILENAME}exh103.txt {TEXT} EXHIBIT 10.3 ________________________________________________________________________________ CERTIFICATE PURCHASE AGREEMENT among WACHOVIA BANK, NATIONAL ASSOCIATION, as Trustee CHARMING SHOPPES RECEIVABLES CORP., as Seller SPIRIT OF AMERICA, INC., as Servicer and THE CLASS C HOLDERS DESCRIBED _____________ WACHOVIA BANK, – of Servicer Payment Instructions EXHIBIT B...............................Form of Purchaser Representation Letter ii {PAGE} CERTIFICATE PURCHASE AGREEMENT, dated as of November 22, 2002, among WACHOVIA BANK, NATIONAL ASSOCIATION, as trustee (together with its successors and assigns, the "Trustee") for the Charming Shoppes Master Trust (the "Trust"), SPIRIT OF _____________ WACHOVIA BANK, – AMERICA, INC., as Servicer By:________________________________ Name: Title: CHARMING SHOPPES RECEIVABLES CORP., as Seller and Initial Class C Holder By:________________________________ Name: Title: WACHOVIA BANK, NATIONAL ASSOCIATION, as Trustee By:________________________________ Name: Title: S-1 {PAGE} SCHEDULE I Initial Class C Holder Name of Initial Class C _____________ Wachovia Bank, – Has a previous Spread Account Funding Period been cured? _____________ B-2 {PAGE} Exhibit B to Certificate Purchase Agreement FORM OF REPRESENTATION LETTER Wachovia Bank, National Association 123 South Broad Street 11th Floor, PA 1249 Philadelphia, Pennsylvania 19104 Attn: Corporate Trust Administration Charming Shoppes Receivables Corp. c/ _____________ Wachovia Bank, – Certificates (the "Certificates") pursuant to that certain Class C Certificate Purchase Agreement, dated as of November 22, 2002 (the "Class C CPA"), among Wachovia Bank, National Association, as Trustee, Charming Shoppes Receivables Corp., as Seller, Spirit of America, Inc., as Servicer and the Class C Holders described _____________ dt 88566
$47	Preview Full Doc	2002	Certificate Purchase Agreement Certificate Purchase Agreement (119K) Doc #125155: Click preview link for longer preview. CERTIFICATE PURCHASE AGREEMENT among WACHOVIA BANK, NATIONAL ASSOCIATION as Trustee CHARMING SHOPPES RECEIVABLES CORP., as Seller SPIRIT OF AMERICA, INC., as Servicer and THE CLASS D HOLDERS DESCRIBED HEREIN dated as of November 22, 2002 -------------------------------------------------------------------------------- {PAGE} CERTIFICATE PURCHASE AGREEMENT, dated as of November 22, 2002, among WACHOVIA BANK, NATIONAL ASSOCIATION, as trustee (together with its successors and assigns, the "Trustee") for the Charming Shoppes Master Trust (the "Trust"), SPIRIT OF AMERICA, INC., a Delaware corporation ("Spirit, Inc."), as Servicer, CHARMING SHOPPES RECEIVABLES CORP., a Delaware corporation ("CSRC"), as Seller, the Uncovered Class D-1 Holder (as defined herein) and the purchaser of the Class D-2 Certificates (in such capacity, the "Initial Class D-2 Holder"; and together with its permitted transferees, the "Class D-2 Holders") and the Covered Class D-1 Holders (as defined herein) a party hereto from time to time. WHEREAS the Seller, the Servicer and the Trustee have entered into a Second Amended and Restated Pooling and Servicing Agreement, dated as of November 25, 1997 (as amended on July 22, 1999 and May 8, 2001 and as the same may from time to time be further amended, modified or otherwise supplemented, the "Pooling and Servicing Agreement"), for the Trust and the Series 2002-1 Supplement, dated as of November 20, 2002 to the Pooling and Servicing Agreement (as the same may from time to time be amended, modified or otherwise supplemented, the "Supplement"); WHEREAS the Trust proposes to issue and sell certain Investor Certificates, designated as the Class A Certificates, the Class B Certificates, the Class C Certificates, and the Class D Certificates, pursuant to the Pooling and Servicing Agreement and the Supplement; and WHEREAS it is a condition to the issuance of the Class A Certificates , the Class B Certificates and the Class C Certificates that the Initial Class D Holders enter into this Agreement and purchase the Class D Certificates provided for herein; NOW, THEREFORE, in consideration of the mutual covenants herein contained, and other good and valuable consideration, the receipt and adequacy of which are hereby expressly acknowledged, the parties hereto agree as follows: ARTICLE I Definitions SECTION 1.1 Defined Terms. Unless otherwise defined herein, all terms used herein which are defined in the Pooling and Servicing Agreement or the Supplement shall have the meanings assigned thereto in the Pooling and Servicing Agreement or the Supplement, as the case may be, and the following terms shall have the following meanings: "Act" shall mean the Securities Act of 1933, as amended. "Agreement" shall mean this Certificate Purchase Agreement, as amended, supplemented or otherwise modified from time to time. "APA Shortfall" shall mean, with respect to each Distribution Date, any unfunded amount payable to the Covered Class D-1 Holders under subsection 2.2(b)(ii) after giving effect to the distributions of Available Principal Amounts pursuant to subsection 2.2(b) on such Distribution Date. {PAGE} "Available Amounts" shall mean, with respect to each Distribution Date, sum of Available Interest Amounts, Available Principal Amounts and Available Additional Amounts, in each case, as of such Distribution Date. "Available Additional Amounts" shall mean, with respect to each Distribution Date, the sum of (a) the amounts distributed by the Servicer or the Trustee (acting in accordance with instructions of the Servicer) for application under this Agreement pursuant to subsection 4.11(q) of Article IV under Section 7 of the Supplement and (b) any Available Interest Amounts remaining after giving effect to distributions thereof on such Distribution Date pursuant to subsection 2.2(a). "Available Interest Amounts" shall mean, with respect to each Distribution Date, an amount equal to the sum of the amount distributed by the Servicer or the Trustee (acting in accordance with instructions of the Servicer) for application under this Agreement pursuant to subsection 4.11(m) of Article IV under Section 7 of the Supplement. "Available Principal Amounts" shall mean, with respect to each Distribution Date, an amount equal to the amount distributed by the Servicer or the Trustee (acting in accordance with instructions of the Servicer) for application under this Agreement pursuant to subsection 4.9(e)(i), 4.9(f)(iv) or 4.9(f)(v), as applicable, of Article IV under Section 7 of the Supplement. "Charming Shoppes" shall mean Charming Shoppes, Inc., a Pennsylvania corporation. "Class A and B Certificate Purchase Agreement" shall mean the Certificate Purchase Agreement, dated as of the date hereon among CSRC, the Servicer, the Trustee and ING Financial Markets LLC, as initial Purchaser. "Class C Purchase Agreement" shall mean the Certificate Purchase Agreement, dated as of the date hereof, among CSRC, Fashion Service Corp., the Servicer, the Trustee and the Class C Certificateholders named therein, as amended, modified or otherwise supplemented from time to time. "Class D Expected Final Payment Date" shall mean the May, 2008 Distribution Date. "Class D Holders" shall mean the Class D-1 Holders and the Class D-2 Holders. "Class D-1 Additional Interest" shall mean, on any Distribution Date, an amount equal to the product of (i) (A) a fraction, the numerator of which is the actual number of days in the related Interest Period and the denominator of which is 360, times (B) the sum of the Class D-1 Certificate Rate and 1% times (ii) any Class D-1 Deficiency Amounts from the prior Distribution Date (or the portion thereof which has not theretofore been paid to the Class D-1 Holders). "Class D-1 Certificate Rate" shall mean LIBOR plus the "Applicable Spread" as defined in the D-1 Fee Letter. "Class D-1 Deficiency Amount" shall have the meaning assigned thereto in the Supplement. 125155	Charming Shoppes Charming Shoppes, Inc. ( Apparel ) As referenced in this Certificate Purchase Agreement: Charming Shoppes, Inc – 9(f)(iv) or 4.9(f)(v), as applicable, of Article IV under Section 7 of the Supplement. "Charming Shoppes" shall mean Charming Shoppes, Inc ., a Pennsylvania corporation. "Class A and B Certificate Purchase Agreement" shall mean the Certificate Purchase Agreement, dated as of the date hereon _____________ Charming Shoppes, Inc – Association 123 South Broad Street, M.B.O., 18th Floor Philadelphia, PA 19109 Attn: Corporate Trust Administration Charming Shoppes Receivables Corp. c/o Charming Shoppes, Inc . 450 Winks Lane Bensalem, PA 19020 Re: Purchase of $ principal amount of Charming Shoppes Master Trust Series 2002-1 Asset Backed Certificates, _____________ Charming Shoppes, Inc – Association 123 South Broad Street, M.B.O., 18th Floor Philadelphia, PA 19109 Attn: Corporate Trust Administration Charming Shoppes Receivables Corp. c/o Charming Shoppes, Inc . 450 Winks Lane Bensalem, PA 19020 [Transferring Class D Holder] Name of Buyer:______________________________ ("Buyer") I hereby certify that as indicated below, _____________ Charming Shoppes, Inc – Association 123 South Broad Street, M.B.O., 18th Floor Philadelphia, PA 19109 Attn: Corporate Trust Administration Charming Shoppes Receivables Corp. c/o Charming Shoppes, Inc . 450 Winks Lane Bensalem, PA 19020 Name of Buyer:______________________________ ("Buyer") Name of Investment Adviser:____________________________ ("Adviser") I hereby certify that, as _____________ dt 650608 ; ING Financial ING Financial Markets LLC ( Financial ) As referenced in this Certificate Purchase Agreement: ING Financial Markets LLC, – B Certificate Purchase Agreement" shall mean the Certificate Purchase Agreement, dated as of the date hereon among CSRC, the Servicer, the Trustee and ING Financial Markets LLC, as initial Purchaser. "Class C Purchase Agreement" shall mean the Certificate Purchase Agreement, dated as of the date hereof, among CSRC, Fashion _____________ dt 99480 ;	Wachovia Bank Wachovia Bank, NA ( Financial ) As referenced in this Certificate Purchase Agreement: WACHOVIA BANK, – {DOCUMENT} {TYPE}EX-10 {SEQUENCE}8 {FILENAME}exh104.txt {TEXT} EXHIBIT 10.4 -------------------------------------------------------------------------------- CERTIFICATE PURCHASE AGREEMENT among WACHOVIA BANK, NATIONAL ASSOCIATION as Trustee CHARMING SHOPPES RECEIVABLES CORP., as Seller SPIRIT OF AMERICA, INC., as Servicer and THE CLASS D HOLDERS DESCRIBED _____________ WACHOVIA BANK, – THE CLASS D HOLDERS DESCRIBED HEREIN dated as of November 22, 2002 -------------------------------------------------------------------------------- {PAGE} CERTIFICATE PURCHASE AGREEMENT, dated as of November 22, 2002, among WACHOVIA BANK, NATIONAL ASSOCIATION, as trustee (together with its successors and assigns, the "Trustee") for the Charming Shoppes Master Trust (the "Trust"), SPIRIT OF _____________ WACHOVIA BANK, – Title: CHARMING SHOPPES RECEIVABLES CORP., as Seller, as Uncovered Class D-1 Holder and as Initial Class D-2 Holder By: ----------------------------------------------------------- Name: Title: WACHOVIA BANK, NATIONAL ASSOCIATION, as Trustee By: ----------------------------------------------------------- Name: Title: S-1 {PAGE} SCHEDULE I Initial Class D Holders Name of Initial Uncovered Class Initial _____________ Wachovia Bank, – dated as of November 22, 2002 (as amended, supplemented or otherwise modified and in effect on the date hereof, the "Purchase Agreement"), among Wachovia Bank, National Association, as Trustee, Charming Shoppes Receivables Corp., as Seller, Spirit of America, Inc. and the Class D Holders referred to therein. _____________ Wachovia Bank, – SHOPPES RECEIVABLES CORP. By: ____________________________ Name: ____________________________ Title:____________________________ B-2 {PAGE} Exhibit C to Certificate Purchase Agreement [FORM OF REPRESENTATION LETTER] [Date] Wachovia Bank, National Association 123 South Broad Street, M.B.O., 18th Floor Philadelphia, PA 19109 Attn: Corporate Trust Administration Charming Shoppes Receivables Corp. _____________ dt 88567
$35	Preview Full Doc	2001	Asset Purchase Agreement Asset Purchase Agreement (62K) Doc #145274: Click preview link for longer preview. ASSET PURCHASE AGREEMENT This Asset Purchase Agreement ("Agreement") is entered into on or as of the 23rd day of August 1999 by and among INTERFOODS OF AMERICA, INC., a Nevada corporation, and its wholly owned subsidiary, Sailormen, Inc., a Florida corporation (collectively "Purchaser", and ELLIS ENTERPRISES, INC., a Mississippi corporation ("Seller"). WHEREAS, Seller operates 37 Popeyes Chicken franchise stores in the States of Mississippi and Louisiana (the "Stores"); and WHEREAS, Purchaser desires to acquire the assets of the Stores, including (i) the real estate upon which 33, and the leases as tenant upon which four, of the Stores are operated, (ii) the Franchise Agreements ("FAS" or "Franchise Agreements") between the Seller and AFC Enterprises, Inc. or its predecessors or assignors. (collectively "Franchisor") with respect to the Stores, (iii) to the extent assignable, prepaid development fees and other rights of Seller to develop Stores in portions of Mississippi and Louisiana ("Future Development Rights"), and (iv) cars used by Store supervisors and owned by the Seller and certain trucks or other vehicles owned by Seller and used by maintenance employees of the Stores (collectively "Vehicles"); and WHEREAS, pursuant to the provisions of this Agreement, Seller desires to sell the Assets to Purchaser, and the Purchaser desires to acquire the Assets from the Seller; NOW THEREFORE, IT IS AGREED AS FOLLOWS: Section 1. Assets Purchased. 1.1 Pursuant to the provisions of this Agreement, Seller agrees to sell to the Purchaser, and the Purchaser agrees to purchase from the Seller, all of the Seller's right, title and interest in the assets (the "Assets"), which consist of the furnishings, fixtures, tools, utensils, equipment, signage and other tangible personal property located on the premises of any of the Stores, vendor relations, supplier lists, telephone numbers and directory listings, goodwill, Vehicles and certain other intangible assets used in the Stores. The Purchaser and the Seller agree that all Assets shall be sold by the Seller to the Purchaser in their respective "as is," "where is," and "with al faults and defects condition." The Assets are listed by general category on Exhibit 1.1 attached hereto. At Purchaser's request, Seller agrees to transfer, assign and convey all Assets to Purchaser's wbolly owned subsidiary, Sailormen, Inc, which is one of the Purchasers. 1.2 All personal property shall be sold by Seller to Purchaser with no warranty except for standard warranties of title. Pending Closing, all equipment and personal property shall be maintained in substantially its present condition, reasonable wear and tear excepted, and the disposition of worn out or obsolete equipment. {PAGE} 1.3 Subject to the approval of the Franchisor, the Seller shall assign or transfer to the Purchaser all Franchise Agreements with respect to the Stores, said Stores having the Franchisor numbers listed in Exhibit 1.3, and, to the extent assignable, all Future Development Rights. 1.4 The real estate upon which 33 of the Stores are operated is more particularly described in Exhibit 1.4 annexed hereto. The Purchaser acknowledges that the Batesville, Mississippi, Store is subject to an option to purchase ("Purchase Option") granted by the Seller to an unrelated third party, as described in Exhibit 1.4A ("Option Property"), and, if such Purchase Option to purchase has not expired prior to the Closing, the Purchaser shall acquire the Option Property subject to such Purchase Option. In addition, Purchaser shall assume the leases for the land and, if applicable, the improvements for three Stores described in Exhibit 2.1. The Purchaser acknowledges that the West Point, Mississippi, Store, which is leased by the Seller, as tenant, includes an obligation or covenant by the Seller to operate a convenience store and fuel depot, and the Purchaser shall assume Seller's operation obligation or covenant upon the Seller's transfer and assignment of the West Point, Mississippi, Store lease to the Purchaser. In addition, Purchaser shall lease the Columbia, Mississippi, Store pursuant to a fully net lease, the term of which will be 20 years, with two five year options. The base lease payments shall be as follow: 1.4.1 Years 1-5: $24,000 per annum; 1.4.2 Years 6-10 $30,000 per annum; 1.4.3 Years 11-15 $36,000 per annum; 1.4.4 Years 16-20 $42,000 per annum; 1.4.5 Years 21-25 $48,000 per annum; and 1.4.6 Years 26-30 $54,000 per annum. The form of the lease for the Columbia, Mississippi, Store, which shall grant Purchaser the first option to purchase the Columbia, Mississippi, Store ("Columbia Store Lease"), is attached to this Agreement as Exhibit 1.4B. 1.5 Purchaser shall assume only those contracts of Seller's listed on Exhibit 1.4; however, Purchaser is not assuming any equipment leases or any other long term contracts or leases, except the Purchaser shall assume the Seller's supply contracts and contracts with Pepsi, Dr. Pepper and Seven-Up (collectively "Contracts") and the Leases. 1.6 To the extent required by any lender or other secured party to release its liens or security interests against the Assets, the Seller shall pay all debts and obligations of the business from the proceeds of the sale. These debts, to the extent matured, shall be paid not later than 14 days from the date of Closing. The Seller shall retain all accounts and other receivables, bank and investment accounts and, except as provided by Section 3.2, inventory and cash in Stores. 1.7 The Seller shall retain, and the Assets do not include, (i) any non-Store assets and property owned by the Seller, (ii) all books and records of the Seller, including, but not limited to, tax returns, financial statements, corporate records and documents and documents related to non-store assets and property owned by the Seller, (iii) the Columbia, Mississippi, Store, including all real property improvements which will be leased to the Purchaser by the Seller as provided by the Columbia Store Lease, (iv) any offices and warehouse facilities of the Seller, (v) except as otherwise determined by the Seller, in the Seller's sole and absolute discretion, any real property owned by the Seller which abuts or adjoins the real property of a Store but which is not used by the Seller in the operation of such Store (collectively "Excess Real Property") and all such Excess Real Property shall be retained by the Seller, (vi) all accounts and other receivables of the Seller relating to the Stores and the business conducted at the Stores, (vii) rights to receive rebates paid in arrears or based on purchases with respect to Contracts ("Contract Rebates") to the extent of purchases under such Contracts or othcrwise accrued to the Closing date, and (viii) all assets and property of the Seller which are not listed on Exhibit 1.1. Section 2. Leases 2.1 The Seller shall assign, and the Purchaser shall assume, the leases on three Stores on the same terms and conditions as the current leases ("Leases") which are annexed hereto as Exhibit 2.1, Purchaser shall lease the Columbia, Mississippi, Store from the Seller pursuant to the Columbia Store Lease. If the Seller is not released from all monetary and non-monetary obligations and covenants under each of the Leases prior to or at the Closing, then the Purchaser shall defend and indemnify the Seller with respect to each such non-released obligation which accrues or 145274	AFC Enterprises AFC Enterprises, Inc. ( Apparel ) As referenced in this Asset Purchase Agreement: AFC Enterprises, Inc – leases as tenant upon which four, of the Stores are operated, (ii) the Franchise Agreements ("FAS" or "Franchise Agreements") between the Seller and AFC Enterprises, Inc . or its predecessors or assignors. (collectively "Franchisor") with respect to the Stores, (iii) to the extent assignable, prepaid development fees and other _____________ dt 490848 ; Ellis Enterprises, Inc.;	Sailormen, Inc.; Interfoods of America Inc
$38	Preview Full Doc	2003	Asset Purchase Agreement Asset Purchase Agreement (36K) Doc #163977: Click preview link for longer preview. ASSET PURCHASE AGREEMENT ------------------------ This Asset Purchase Agreement (the "Agreement") is made this ___ day of June 2003, by and among Taurus Entertainment Companies, Inc., a Colorado corporation ("Taurus") and Rick's Cabaret International, Inc., a Texas corporation ("Rick's"). R E C I T A L S: WHEREAS, Taurus previously entered into a Stock Exchange Agreement with the stockholder (the Stockholder") of Bluestar Physical Therapy, Inc. (Bluestar"), a Texas corporation, whereby Taurus issued to the Stockholder an aggregate of 9,650,000 shares of Taurus common stock in exchange for an aggregate of 9,650,000 shares of common stock of Bluestar and Bluestar became a wholly owned subsidiary of Taurus; and WHEREAS, Rick's presently owns 4,002,008 shares of common stock of Taurus (the "Taurus Shares"); and WHEREAS, Taurus is the owner of certain subsidiaries, including, Broadstreets Cabaret, Inc., a Texas corporation ("Broadstreets"), XTC Cabaret, Inc., a Texas corporation ("XTC") and Citation Land, L.L.C., a Texas limited liability company ("Citation") (Broadstreets, XTC and Citation hereinafter collectively referred to as the "Other Subsidiaries"); and WHEREAS, Taurus is the owner of certain tangible and intangible assets associated or used in connection with the activities and operations of the Other Subsidiaries as such activities and operations exist on the date first written above; and WHEREAS, Taurus desires to sell, convey, assign and transfer the Other Subsidiaries and the assets associated or used in connection with the activities and operations thereof to Rick's; and WHEREAS, Rick's desires to purchase the Other Subsidiaries and the associated assets upon and subject to the terms and conditions of this Agreement. NOW, THEREFORE, in consideration of the premises and mutual covenants and agreements set forth herein and in reliance upon the representations and warranties contained herein, the parties hereto covenant and agree as follows: ARTICLE I PURCHASE AND SALE OF ASSETS 1.1 Assets of Taurus to be Transferred and Conveyed to Rick's. On the ---------------------------------------------------------- Closing Date (as defined in Article VI hereof), and subject to the terms and conditions set forth in this Agreement, Rick's agrees to purchase, accept and acquire from Taurus, and Taurus agrees to sell, transfer, assign, 1 {PAGE} convey and deliver to Rick's, all of Taurus's equity ownership interest in certain of its subsidiaries as set forth below, and all right, title and interest of Taurus in and to the certain tangible and intangible assets of Taurus associated or used in connection with activities and operations of Taurus set forth below (the "Purchased Assets"): (i) All of Taurus's membership interest in Citation Land, L.L.C., a Texas limited liability company ("Citation"). (ii) All of Taurus's capital stock in Broadstreets Cabaret, Inc. a Texas corporation ("Broadstreets"). (iii) All of Taurus's capital stock in XTC Cabaret, Inc., a Texas corporation ("XTC"). (iv) All of the books and records of the companies listed in Section 1.1 (i) through 1.1 (iii). (v) All of the tangible and intangible assets of Taurus located or commonly used at 505 North Belt, Suite 630, Houston, Texas 77060, or at any location of the companies listed in Section 1.1 (i) through 1.1 (iii). (vi) All cash, cash equivalents and marketable securities of Taurus prior to the acquisition of and exclusive of Bluestar. (vii) All telephone numbers, e-mail addresses, domain names and trade names of Taurus prior to the date of Acquisition and exclusive of Bluestar. 1.2 Intent of the Parties. Although the exhibits and the schedules to ---------------------- this Agreement are intended to be complete, to the extent any rights or assets of Taurus are otherwise necessary for the ownership and use of the Purchased Assets, but are not properly itemized or do not appear on the applicable exhibits where required, then, unless this Agreement otherwise provides directly for Rick's to provide for or obtain such rights or assets in a different way, the general language of Section 1.1 shall govern and such rights and assets shall nonetheless be deemed transferred to Rick's at the Closing. 1.3 Excluded Assets. For the purposes of this Agreement, the term ---------------- "Purchased Assets" shall not include and Taurus shall not sell or assign to Rick's, and Rick's shall not purchase or accept assignment from Taurus of, any right, title or interest owned by Taurus in assets that were or are owned by 163977	Rick's Cabaret Int'l, Inc Rick's Cabaret Int'l, Inc ( Restaurants ) As referenced in this Asset Purchase Agreement: Rick's Cabaret – Agreement (the "Agreement") is made this ___ day of June 2003, by and among Taurus Entertainment Companies, Inc., a Colorado corporation ("Taurus") and Rick's Cabaret International, Inc., a Texas corporation ("Rick's"). R E C I T A L S: WHEREAS, Taurus previously entered into a Stock _____________ Rick's Cabaret – Taurus shall have approved and authorized the transactions contemplated herein; (ii) That certain Indemnification and Transaction Fee Agreement by and between Taurus and Rick's Cabaret International, Inc. shall be executed simultaneously herewith (iii) No action, suit or proceeding by or before any court or any governmental or _____________ Rick's Cabaret – transactions contemplated hereby or seeking judgments against Taurus. 7 {PAGE} (iv) That certain Indemnification and Transaction Fee Agreement by and between Taurus and Rick's Cabaret International, Inc. shall be executed simultaneously herewith ARTICLE VIII INDEMNIFICATION 8.1 Indemnification from Taurus to Rick's. Taurus agrees to and _____________ Rick's Cabaret – Taurus: Taurus Entertainment Companies, Inc. c/o Alfred Oglesby, President 19901 Southwest Freeway Houston, Texas 77479 9 {PAGE} If to Rick's, to: Rick's Cabaret International, Inc. 505 North Belt, Suite 630 Houston, Texas 77060 9.2 Successors and Assigns. Except as otherwise provided herein, the ------------------------- provisions _____________ RICK'S CABARET – be executed effective as of the day and year first above written. TAURUS ENTERTAINMENT COMPANIES, INC. By /s/ Alfred Oglesby ------------------------------------- Alfred Oglesby, President RICK'S CABARET INTERNATIONAL, INC. By /s/ Eric S. Langan ------------------------------------- Eric S. Langan, President 12 {PAGE} {/TEXT} {/DOCUMENT} _____________ dt 488130 ; Rick's Cabaret Rick's Cabaret International, Inc. ( Apparel ) As referenced in this Asset Purchase Agreement: Rick's Cabaret International, Inc – Agreement (the "Agreement") is made this ___ day of June 2003, by and among Taurus Entertainment Companies, Inc., a Colorado corporation ("Taurus") and Rick's Cabaret International, Inc ., a Texas corporation ("Rick's"). R E C I T A L S: WHEREAS, Taurus previously entered into a Stock Exchange Agreement _____________ Rick's Cabaret International, Inc – Taurus shall have approved and authorized the transactions contemplated herein; (ii) That certain Indemnification and Transaction Fee Agreement by and between Taurus and Rick's Cabaret International, Inc . shall be executed simultaneously herewith (iii) No action, suit or proceeding by or before any court or any governmental or regulatory authority _____________ Rick's Cabaret International, Inc – transactions contemplated hereby or seeking judgments against Taurus. 7 {PAGE} (iv) That certain Indemnification and Transaction Fee Agreement by and between Taurus and Rick's Cabaret International, Inc . shall be executed simultaneously herewith ARTICLE VIII INDEMNIFICATION 8.1 Indemnification from Taurus to Rick's. Taurus agrees to and shall -------------------------------------- indemnify, _____________ Rick's Cabaret International, Inc – Taurus: Taurus Entertainment Companies, Inc. c/o Alfred Oglesby, President 19901 Southwest Freeway Houston, Texas 77479 9 {PAGE} If to Rick's, to: Rick's Cabaret International, Inc . 505 North Belt, Suite 630 Houston, Texas 77060 9.2 Successors and Assigns. Except as otherwise provided herein, the ------------------------- provisions hereof shall _____________ RICK'S CABARET INTERNATIONAL, INC – be executed effective as of the day and year first above written. TAURUS ENTERTAINMENT COMPANIES, INC. By /s/ Alfred Oglesby ------------------------------------- Alfred Oglesby, President RICK'S CABARET INTERNATIONAL, INC . By /s/ Eric S. Langan ------------------------------------- Eric S. Langan, President 12 {PAGE} {/TEXT} {/DOCUMENT} _____________ dt 610776 ;	Taurus Entertainment Companies, Inc.; Ricks Cabaret International Inc
$54	Preview Full Doc	2003	Securities Purchase Agreement Securities Purchase Agreement (162K) Doc #467490: Click preview link for longer preview. SECURITIES PURCHASE AGREEMENT AMONG BRIAZZ, INC., DEUTSCHE BANK LONDON AG, ACTING THROUGH DB ADVISORS LLC, BRIAZZ VENTURE L.L.C., SPINNAKER INVESTMENT PARTNERS, L.P. AND DELAFIELD HAMBRECHT, INC. DATED MAY 28, 2003 1. Purchase and Sale of Securities....................................... . . . 467490	BRIAZZ BRIAZZ, Inc. ( Apparel ) As referenced in this Securities Purchase Agreement: BRIAZZ, INC – {DOCUMENT} {TYPE}EX-1 {SEQUENCE}3 {FILENAME}ex1_081103.txt {DESCRIPTION}SECURITIES PURCHASE AGREEMENT {TEXT} EXHIBIT 1 SECURITIES PURCHASE AGREEMENT AMONG BRIAZZ, INC ., DEUTSCHE BANK LONDON AG, ACTING THROUGH DB ADVISORS LLC, BRIAZZ VENTURE L.L.C., SPINNAKER INVESTMENT PARTNERS, L.P. AND DELAFIELD HAMBRECHT, INC. DATED MAY 28, 2003 {PAGE} 1. _____________ BRIAZZ, Inc – 13.12 Waiver of Jury Trial............................................42 -iv- {PAGE} SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement, dated as of May 28, 2003 (this "Agreement") is entered into by and among BRIAZZ, Inc ., a Washington corporation (the "Company"), and Deutsche Bank London Ag, acting through DB Advisors LLC, a limited liability corporation ("DB"), Briazz Venture L.L.C., a limited liability corporation (" _____________ BRIAZZ, INC – which shall not constitute notice) to Shefsky & Froelich Ltd., 444 North Michigan Avenue, Chicago, Illinois 60611, Telecopy: (312) 527-5921, Attention: Michael Choate, or (b) if to the Company, at BRIAZZ, INC ., 3901 - 7th Avenue South, #200, Seattle, WA 98108, Attention: Chief Executive Officer, fax (206) 467-1970, with a copy to Dorsey & Whitney LLP, 1420 Fifth Avenue, Suite 3400, Attention: _____________ BRIAZZ, INC – WHEREOF, the parties have caused this Agreement to be duly executed and delivered by their proper and duly authorized officers as of the date and year first written above. COMPANY: BRIAZZ, INC ., a Washington corporation By: ----------------------------------------- Its: ---------------------------------------- PURCHASERS: DEUTSCHE BANK LONDON AG, ACTING THROUGH DB ADVISORS, LLC, FOR ITSELF AND AS ADMINISTRATIVE AGENT By: ------------------------------------------ Name: ---------------------------------------- Title: --------------------------------------- Address: ------------------------------------- --------------------------------------------- Fax: ----------------------------------------- Attn: ---------------------------------------- BRIAZZ VENTURE _____________ dt 1393878 ; Deutsche Bank Deutsche Bank AG ( Money Center Banks ) ;	Shearman Shearman & Sterling ( Legal ) As referenced in this Securities Purchase Agreement: Shearman & Sterling, – page hereto, or at such other address or number as the Purchaser shall have furnished to the other parties in writing, with a copy (which shall not constitute notice) to Shearman & Sterling, 599 Lexington Avenue, New York, NY 10022-6069, Telecopy: (212) 848-7179, Attention: Stephen Besen, and, in the case of Spinnaker, with a copy (which shall not constitute notice) _____________ dt 1331698
$53	Preview Full Doc	2005	Asset Purchase Agreement Asset Purchase Agreement (85K) Doc #889509: Click preview link for longer preview. ASSET PURCHASE AGREEMENT AGREEMENT, made as of this 11th day of July, 2005, by and among G-III Leather Fashions, Inc., a New York corporation ("Buyer"), G-III Apparel Group, Ltd. ("G-III"), Winlit Group, Ltd., a New York corporation ("Winlit"), David Winn ("Winn") and Richard Madris ("Madris") (Winlit, Winn and Madris are collectively referred to as the "Winlit Group"). W I T N E S S E T H: - - - - - - - - - - WHEREAS, Winlit is an apparel company that . . . 889509	Guess?, Inc. Guess?, Inc. ( Apparel ) As referenced in this Asset Purchase Agreement: Guess?, Inc – net sales (inclusive of accrued returns, markdowns and allowances) of the Division less (i) cost of sales, including royalties and license fees, except for $100,000 to be paid to Guess?, Inc . with respect to the years ending January 31, 2007, 2008 and 2009, and (ii) the direct expenses of the Division set forth on Schedule 1.7 hereof, all as _____________ Guess?, Inc – substantially in the form of Exhibit B hereto (the "Employment Agreement"). 5.10 License Agreements. Buyer shall have executed new license agreements or assignments of existing license agreements with (i) Guess?, Inc . and Guess? Licensing, Inc. for Guess Mens outerwear and Guess Ladies outerwear (ii) Tommy Hilfiger Licensing, Inc. for Hilfiger men's outerwear, (iii) London Fog Industries, Inc. for men' _____________ dt 1558979 ;	Fleet National Fleet National Bank ( Financial ) As referenced in this Asset Purchase Agreement: Fleet National Bank, – Winlit interest on such underpaid amount from the time such payment was due until it is paid at a rate equal to the prime rate of interest as announced by Fleet National Bank, a Bank of America company, on the date such payment was due. In the event that the Independent Firm determines that Buyer overpaid amounts due to Winlit pursuant to _____________ dt 1436734
$40	Preview Full Doc	2000	Stock Purchase Agreement Stock Purchase Agreement (39K) Doc #924287: Click preview link for longer preview. STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (the "Agreement"), dated as of September 11, 2000, is made by and among Prison Realty Trust, Inc., a Maryland corporation formerly known as Prison Realty Corporation ("Prison Realty"), and Sodexho Alliance, S.A., a French societe anonyme ("Sodexho"). (Sodexho is sometimes referred to herein as the "Seller"). WITNESSETH: WHEREAS, Sodexho owns 1,749,532 shares of the common stock of Corrections Corporation of America, a Tennessee . . . 924287	Sodexho Alliance, SA Sodexho Alliance, SA ( Apparel ) As referenced in this Stock Purchase Agreement: Sodexho Alliance, – AGREEMENT (the "Agreement"), dated as of September 11, 2000, is made by and among Prison Realty Trust, Inc., a Maryland corporation formerly known as Prison Realty Corporation ("Prison Realty"), and Sodexho Alliance, S.A., a French societe anonyme ("Sodexho"). (Sodexho is sometimes referred to herein as the "Seller").