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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}
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{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}
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{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
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Nordstrom
As referenced in this Receivables Purchase Agreement:
NORDSTROM INC –
NORDSTROM INC
_____________
dt 1854384
;
 Wells Fargo Bank
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
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
|
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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
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Charming Shoppes
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
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
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
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
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... |
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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
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
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
|
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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
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
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
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
|
| 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
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
|
| 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
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
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
|
| Preview
Full Doc
| 2003 |
Credit Card Portfolio Purchase and Sale Agreement
Credit Card Portfolio Purchase and Sale Agreement (178K)
Doc #193115: Click preview link for longer preview.
stage stores inc
EX-2.1 3 ex2_1.htm
Exhibit 2.1
CREDIT CARD PORTFOLIO PURCHASE AND SALE AGREEMENT
By And Among
STAGE STORES, INC.
GRANITE NATIONAL BANK
SPECIALTY RETAILERS (TX) LP
STAGE RECEIVABLE FUNDING LP, as Sellers
And
ADS ALLIANCE DATA SYSTEMS, INC.
WORLD FINANCIAL NETWORK NATIONAL BANK, as Buyers
May 21, 2003
CREDIT CARD PORTFOLIO PURCHASE AND SALE AGREEMENT
TABLE OF CONTENTS
Section Description Page
1. Definitions 1
2. Purchase of Assets 13
2.1 Purchase 13
2.1.1 Purchase of Credit Card Assets 14
2.1.2 Purchase of Equipment 15
2.2 Assumption of Liabilities 15
2.3 Purchase Price 15
2.3.1 Bank Purchase Price 15
2.3.2 ADS Purchase Price 15
2.3.3 Adjustments to Bank Purchase Price 15
2.3.4 Allocation of Purchase Price 16
2.3.5 Allocation of Taxes 16
2.4 Name Rights 16
3. Closing 17
3.1 Sellers' Deliveries at Closing 17
3.2 Buyers' Deliveries at Closing 17
3.3 Final Closing Statement 17
3.3.1 Auditor 18
3.3.2 Report of Auditor 18
3.3.3 Binding Report 18
3.3.4 Dispute Resolution 18
3.3.5 Failure to Include Account 19
3.3.6 Netting of Amounts 19
3.4 Delivery of Books and Records and Account Documents 19
3.5 Transfer of Absolute Title; Filing of Financing Statements 19
3.6 Power of Attorney 20
3.7 Post-Closing Payments on Receivables 20
3.8 Separation of Transactions 20
4. Representations and Warranties of Sellers 21
4.1 Organization 21
4.2 Authorization of Transaction; Validity 21
4.3 No Conflicts; Consents 21
Section Description Page
4.4 Litigation 22
4.5 Compliance With Laws 22
4.6 Title to Assets 22
4.7 Financial Statements 23
4.8 Equipment 23
4.9 Contracts 23
4.10 Employees 24
4.11 ERISA and Employee Benefit Plans 24
4.12 Tax and Other Returns and Reports 25
4.13 Bulk Sales Law 25
4.14 Conduct of the Business 25
4.15 Accuracy of Information 26
4.16 Sufficiency of Assets 26
4.17 Name Rights 26
4.18 Brokers 26
4.19 Accuracy of Preliminary Closing Tape and Final Closing Tape 26
4.20 Restrictions, Reviews and Investigations 27
4.21 Accounts 27
4.22 Cardholder Agreements 28
4.23 Absence of Defaults 28
4.24 Financial Reporting for Accounts and Receivables 28
4.25 Absence of Foreclosure, Bankruptcy, and Other Proceedings 28
4.26 Reaffirmed Accounts 29
4.27 Disclaimer 29
4.28 Survival 29
5. Representations and Warranties of Buyers 29
5.1 Organization 29
5.2 Authorization of Transaction; Validity 29
5.3 No Conflicts; Consents 30
5.4 Litigation 30
5.5 Compliance with Laws 31
5.6 Financial Statements 31
5.7 Accuracy of Information 31
5.8 Brokers 31
5.9 Acknowledgement of Disclaimer 31
5.10 Survival 32
6. Conditions to Obligations of Buyers 32
6.1 Closing Documents 32
6.2 Corporate Documents of Sellers 32
6.3 No Pending Litigation 32
6.4 Representations, Warranties and Covenants 33
6.5 Consents 33
Section Description Page
6.6 HSR Act; Other Approvals 33
6.7 Opinion 33
6.8 No Sellers Material Adverse Effect 33
6.9 Liens 33
6.10 Necessary Action Taken 33
6.11 Other Agreements 33
6.12 Preliminary Information 34
6.13 Certificate of Sellers 34
7. Conditions to Obligations of Sellers 34
7.1 Closing Documents 34
7.2 Corporate Documents of Buyers 34
7.3 Purchase Price 34
7.4 No Pending Litigation 34
7.5 Representations, Warranties and Covenants 35
7.6 Consents 35
7.7 HSR Act; Other Approvals 35
7.8 Opinion 35
7.9 No Buyers Material Adverse Effect 35
7.10 Necessary Action Taken 35
7.11 Other Agreements 35
7.12 Certificate of Buyers 35
8. Covenants of Buyers and Sellers 36
8.1 Best Efforts 36
8.2 Books and Records 36
8.3 Cardholder Notices 36
8.4 Notices of Events 36
8.5 No Sale of Assets 36
8.6 Sales and Transfer Taxes 37
8.7 Public Announcements 37
8.8 Confidentiality 37
8.8.1 Confidential Information Defined 37
8.8.2 Request for Disclosure 37
8.8.3 Return of Confidential Information 38
8.9 HSR Act; Other Approvals 38
8.10 Conduct of Credit Card Business 38
8.11 Assignment of Contracts 39
8.12 Termination of Financing Statements 39
8.13 Access 40
8.14 Excluded Assets 40
8.15 Form 8594 40
8.16 Name Rights 40
Section Description Page
8.17 New Credit Cards 40
8.18 Jacksonville Facilities 40
8.18.1 Real Property 41
8.18.2 Employees 41
8.19 GLB Act 41
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ADS Alliance
As referenced in this Credit Card Portfolio Purchase and Sale Agreement:
ADS ALLIANCE DATA SYSTEMS, – AND SALE AGREEMENT
By And Among
STAGE STORES, INC.
GRANITE NATIONAL BANK
SPECIALTY RETAILERS (TX) LP
STAGE RECEIVABLE FUNDING LP, as Sellers
And
ADS ALLIANCE DATA SYSTEMS, INC.
WORLD FINANCIAL NETWORK NATIONAL BANK, as Buyers
May 21, 2003
CREDIT CARD PORTFOLIO PURCHASE AND SALE AGREEMENT
TABLE OF CONTENTS
Section
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ADS ALLIANCE DATA SYSTEMS, – Stage, Granite and Specialty being collectively referred to as the "Sellers"), WORLD FINANCIAL NETWORK NATIONAL BANK, a national banking association (the "Bank"), and ADS ALLIANCE DATA SYSTEMS, INC., a Delaware corporation ("ADS", with Bank being collectively referred to as the "Buyers"). The Sellers and the Buyers may be separately
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ADS Alliance Data Systems, – benefits, interests and titles, both legal and equitable, to which the Sellers may be entitled in respect of the foregoing.
"ADS" shall mean ADS Alliance Data Systems, Inc., a Delaware corporation, and its successors and assigns.
"ADS Assumed Liabilities" shall collectively mean any and all Liabilities relating to or
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ADS Alliance Data Systems, – Financial Network National Bank
800 Tech Center Drive
Gahanna, Ohio 43230
Attn: Daniel T. Groomes, President
Fax No.: (614) 729-4899
To ADS: ADS Alliance Data Systems, Inc.
800 Tech Center Drive
Gahanna, Ohio 43230
Attn: Ivan M. Szeftel, President Retail Credit Services
Fax No.: (614) 729-4815
With
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ADS ALLIANCE DATA SYSTEMS, – General Partner
By:
Michael E. McCreery, Manager
"BUYERS" WORLD FINANCIAL NETWORK
NATIONAL BANK,
a national banking association
By:
Daniel T. Groomes, President
"ADS" ADS ALLIANCE DATA SYSTEMS, INC.,
a Delaware corporation
By:
Ivan M. Szeftel, Executive Vice President
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dt 185976
;
Citicorp
As referenced in this Credit Card Portfolio Purchase and Sale Agreement:
Citicorp North America, – Act, and any implementing regulations).
"SEC" shall mean the Securities and Exchange Commission.
"Securitization Program" shall mean the securitization program among the Sellers, Citicorp North America, Inc. and Fleet National Bank related to the Credit Card Business and subject to that certain Pooling and Servicing Agreement dated August
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dt 158196
;
Citicorp USA
As referenced in this Credit Card Portfolio Purchase and Sale Agreement:
Citicorp USA, Inc – herewith or therewith.
"UCC" shall mean the Uniform Commercial Code of the State of Texas, as amended.
"Working Capital Lenders" shall collectively mean Citicorp USA, Inc ., as the Administrative Agent and Collateral Agent for, and the participating institutions under that certain Credit Agreement dated August 24, 2001, by
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Citicorp USA, Inc – Agent and Collateral Agent for, and the participating institutions under that certain Credit Agreement dated August 24, 2001, by and among Specialty, Stage, Citicorp USA, Inc ., the Initial Lenders, the Initial Issuing Bank, the Swing Line Bank, and Salomon Smith Barney, Inc., as amended.
Certain Interpretive Matters. As
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dt 165006
;
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Stage Stores
As referenced in this Credit Card Portfolio Purchase and Sale Agreement:
STAGE STORES, INC –
EX-2.1 3 ex2_1.htm
Exhibit 2.1
CREDIT CARD PORTFOLIO PURCHASE AND SALE AGREEMENT
By And Among
STAGE STORES, INC .
GRANITE NATIONAL BANK
SPECIALTY RETAILERS (TX) LP
STAGE RECEIVABLE FUNDING LP, as Sellers
And
ADS ALLIANCE DATA SYSTEMS, INC.
WORLD FINANCIAL NETWORK
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STAGE STORES, INC – SALE AGREEMENT (the "Agreement") is made and entered into as of the 21st day of May, 2003 (the "Effective Date"), by and among STAGE STORES, INC ., |