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Purchase and Contribution Agreement
Purchase and Contribution Agreement (125K)
Doc #2979432: Click preview link for longer preview.
PURCHASE AND CONTRIBUTION AGREEMENT
Dated as of July 25, 2007
Among
The parties listed on Schedule I hereto
as Sellers
and
OLIN CORPORATION
as Collection Agent
and
OLIN FUNDING COMPANY LLC
as Purchaser
2979432
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Purchase and Contribution Agreement
Purchase and Contribution Agreement (131K)
Doc #1098236: Click preview link for longer preview.
PURCHASE AND CONTRIBUTION AGREEMENT
Dated as of February 1, 2006
between
THE SHERWIN-WILLIAMS COMPANY,
as the Originator
and
SWC RECEIVABLES FUNDING LLC,
as the Purchaser
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
. . .
1098236
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Purchase and Contribution Agreement
Purchase and Contribution Agreement (70K)
Doc #2279477: Click preview link for longer preview.
PURCHASE AND CONTRIBUTION AGREEMENT
among
TRINITY RAIL LEASING TRUST II,
TRINITY INDUSTRIES LEASING COMPANY
and
TRINITY RAIL LEASING V L.P.
Dated as of May 24, 2006
TABLE OF CONTENTS
Page
ARTICLE I DEFINITIONS
1
SECTION 1.1 General
1
SECTION 1.2 Specific Terms
2
ARTICLE II CONVEYANCE OF THE RAILCARS AND LEASES
4
SECTION . . .
2279477
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 Kaye Scholer
As referenced in this Purchase and Contribution Agreement:
Kaye Scholer – at the following address: Trinity Rail Leasing V L.P., 2525 Stemmons Freeway, Dallas, Texas 75207, Attention: Vice President, Leasing Operations, Facsimile No.: (214) 589-8217, with a copy to Kaye Scholer LLC at the following address: Three First National Plaza, 70 West Madison Street, Suite 4100, Chicago, Illinois 60602, and with a copy to the Indenture Trustee at the notice
_____________
dt 1422236
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Purchase and Contribution Agreement
Purchase and Contribution Agreement (70K)
Doc #2280293: Click preview link for longer preview.
PURCHASE AND CONTRIBUTION AGREEMENT
among
TRINITY RAIL LEASING TRUST II,
TRINITY INDUSTRIES LEASING COMPANY
and
TRINITY RAIL LEASING V L.P.
Dated as of May 24, 2006
TABLE OF CONTENTS
Page
ARTICLE I DEFINITIONS
1
SECTION 1.1 General
1
SECTION 1.2 Specific Terms
2
ARTICLE II CONVEYANCE OF THE RAILCARS AND LEASES
4
SECTION . . .
2280293
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Kaye Scholer
As referenced in this Purchase and Contribution Agreement:
Kaye Scholer – at the following address: Trinity Rail Leasing V L.P., 2525 Stemmons Freeway, Dallas, Texas 75207, Attention: Vice President, Leasing Operations, Facsimile No.: (214) 589-8217, with a copy to Kaye Scholer LLC at the following address: Three First National Plaza, 70 West Madison Street, Suite 4100, Chicago, Illinois 60602, and with a copy to the Indenture Trustee at the notice
_____________
dt 1422238
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Purchase and Contribution Agreement
Purchase and Contribution Agreement (258K)
Doc #554751: Click preview link for longer preview.
PURCHASE AND CONTRIBUTION AGREEMENT
Entered into as of April 13, 2005
among
VTR GLOBALCOM S.A.,
LIBERTY COMUNICACIONES DE CHILE UNO LTDA.,
and
CRISTALER?AS DE CHILE S.A.
554751
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Citibank
As referenced in this Purchase and Contribution Agreement:
Citibank, N.A. – Reprogramacin de Contratos de Prstamos, Contrato de Prstamo y Contrato de Apertura de Crdito, dated as of the date hereof, among VTR, as borrower, Scotiabank Sud Americano, Banco Bice, and Citibank, N.A. , Agencia en Chile, as lenders, and Citibank, N.A., Agencia en Chile, as administrative agent and collateral agent, including any related notes, guarantees, collateral documents, instruments, and agreements executed
_____________
Citibank, N.A. – Contrato de Apertura de Crdito, dated as of the date hereof, among VTR, as borrower, Scotiabank Sud Americano, Banco Bice, and Citibank, N.A., Agencia en Chile, as lenders, and Citibank, N.A. , Agencia en Chile, as administrative agent and collateral agent, including any related notes, guarantees, collateral documents, instruments, and agreements executed in connection therewith, as such agreement and/or related
_____________
dt 1478645
;
Cristalerias
As referenced in this Purchase and Contribution Agreement:
CRISTALERIAS DE CHILE S – this Guaranty to be executed and delivered on its behalf as of the date first written above.
LIBERTY MEDIA INTERNATIONAL,
INC.
By:
Name: Elizabeth M. Markowski
Title: Senior Vice President
CRISTALERIAS DE CHILE S .A.
By:
Name:
Title:
EH - 9
_____________
dt 1366348
;
LMI
As referenced in this Purchase and Contribution Agreement:
Liberty Media International, Inc – excluding any of the foregoing created or imposed by or pursuant to this Agreement or any other Transaction Document.
LMC: Liberty Media Corporation, a Delaware U.S.A. corporation.
LMI: Liberty Media International, Inc ., a Delaware U.S.A. corporation.
LMINT: Liberty Media International Holdings, LLC, a Delaware U.S.A. limited liability company.
LMINT/LMC Waiver and Release: As defined in Section
_____________
Liberty Media International, Inc – mailing, if mailed, except that notice of a change of address will not be deemed given and received until actually received):
(a) If to Uno, to it at:
c/o Liberty Media International, Inc .
12300 Liberty Boulevard
Englewood, Colorado 80112 U.S.A.
Attention: Elizabeth M. Markowski
Telephone: 720 875-6209
Telecopier: 720 875-5858
and, prior to the consummation of the transactions
_____________
LIBERTY MEDIA INTERNATIONAL, INC – CORPORATION
By:
/s/ CHARLES Y. TANABE
Charles Y. Tanabe
Its:
Senior Vice President
Solely for purposes of Section 2.8 and the relevant definitions set forth in Article I hereof:
LIBERTY MEDIA INTERNATIONAL, INC .
By:
/s/ ELIZABETH M. MARKOWSKI
Elizabeth M. Markowski
Its:
Senior Vice President
CRISTALERAS DE CHILE S.A.
By:
/s/ BALTAZAR SNCHEZ GUZMN
Baltazar Snchez Guzmn
Its:
Director
By:
/s/
_____________
Liberty Media International, Inc – G
FORM OF DISPUTE RESOLUTION AGREEMENT
[omitted, filed as Exhibit 10.7]
EG - 1
EXHIBIT H
FORM OF GUARANTY
GUARANTY
GUARANTY (this Guaranty) dated as of April 13, 2005 by Liberty Media International, Inc ., a corporation organized under the laws of the State of Delaware, U.S.A., (the Guarantor), in favor of Cristaleras de Chile S.A., a sociedad annima organized under
_____________
Liberty Media International, Inc – telex, or by registered or certified mail, return receipt requested, or by recognized courier service, postage or other charges prepaid addressed as follows:
EH - 6
(a)
If to the Guarantor:
Liberty Media International, Inc .
Attn: Elizabeth Markowski, Esq.
12300 Liberty Boulevard
Englewood, CO 80112
Facsimile: (720) 875-5858
with a copy to:
Amy L. Hirter
Sherman & Howard LLC
633 17th Street, Suite
_____________
dt 1363951
;
|
UGC
As referenced in this Purchase and Contribution Agreement:
UnitedGlobalCom, Inc – converter, cable modem, transceiver, and/or voice port which, in most cases, allow for the provision of video programming and Internet access services, and in some cases voice services.
UGC: UnitedGlobalCom, Inc ., a Delaware U.S.A. corporation.
UGC/LMI Merger Agreement: The Agreement and Plan of Merger, dated as of January 17, 2005, by and among New Cheetah, Inc., a
_____________
UnitedGlobalCom, Inc – to it at:
Reyes Lavalle 3340
9th Floor
Las Condes, Santiago
Chile
Attention: Vicepresidente de Asuntos Legales
Telephone: 562 310-1419
Telecopier: 562 310-1561
with copies to:
c/o UnitedGlobalCom, Inc .
4643 South Ulster Street, #1300
Denver, Colorado 80237 U.S.A.
Attention: General Counsel
Telephone: 303 770-4001
Telecopier: 303 220-3117
and to:
Holme Roberts & Owen LLP
_____________
UnitedGlobalCom, Inc – hereof, among VTR GlobalCom S.A., Liberty Comunicaciones de Chile Uno Ltda., and Cristaleras de Chile S.A. (the Agreement), but for purposes of this waiver and release not including UnitedGlobalCom, Inc . or any of its Subsidiaries (as defined in the Agreement)) and their respective directors, managers, partners, shareholders, officers, employees, successors and assigns, in consideration of the mutual promises, covenants,
_____________
UnitedGlobalCom, Inc – have CCC enter into a Put Agreement dated as of the date hereof (as the same may be amended, modified or supplemented from time to time, the Put Agreement) with UnitedGlobalCom, Inc ., a corporation organized under the laws of the State of Delaware, U.S.A. (the Company), which is an affiliate of the Guarantor.
B. CCC is willing to enter
_____________
dt 1338896
;
 Citibank
As referenced in this Purchase and Contribution Agreement:
Citibank, N.A. – Reprogramacin de Contratos de Prstamos, Contrato de Prstamo y Contrato de Apertura de Crdito, dated as of the date hereof, among VTR, as borrower, Scotiabank Sud Americano, Banco Bice, and Citibank, N.A. , Agencia en Chile, as lenders, and Citibank, N.A., Agencia en Chile, as administrative agent and collateral agent, including any related notes, guarantees, collateral documents, instruments, and agreements executed
_____________
Citibank, N.A. – Contrato de Apertura de Crdito, dated as of the date hereof, among VTR, as borrower, Scotiabank Sud Americano, Banco Bice, and Citibank, N.A., Agencia en Chile, as lenders, and Citibank, N.A. , Agencia en Chile, as administrative agent and collateral agent, including any related notes, guarantees, collateral documents, instruments, and agreements executed in connection therewith, as such agreement and/or related
_____________
dt 1478645
;
Holme Roberts
As referenced in this Purchase and Contribution Agreement:
Holme Roberts – occurring or has occurred:
Section 7.1 Opinions of Counsel.
(a) CCC has received (i) the opinion of Carey y Ca. Ltda., counsel to VTR, and (ii) the opinion of Holme Roberts & Owen LLP, counsel to UGC, in each case dated the date hereof and in form and substance satisfactory to CCC in its reasonable discretion.
(b) Uno has received
_____________
Holme Roberts – Attention: Amy L. Hirter
Telephone: 303 299-8102
Telecopier: 303 298-0940
and, following the consummation of the transactions contemplated by the UGC/LMI Merger Agreement, with a copy to:
Holme Roberts & Owen LLP
1700 Lincoln Street
Suite 4100
Denver, Colorado 80203 U.S.A.
Attention: W. Dean Salter
Paul G. Thompson
Telephone: 303 861-7000
Telecopier: 303 861-0200
_____________
Holme Roberts – copies to:
c/o UnitedGlobalCom, Inc.
4643 South Ulster Street, #1300
Denver, Colorado 80237 U.S.A.
Attention: General Counsel
Telephone: 303 770-4001
Telecopier: 303 220-3117
and to:
Holme Roberts & Owen LLP
1700 Lincoln Street
Suite 4100
Denver, Colorado 80203 U.S.A.
Attention: W. Dean Salter
Paul G. Thompson
Telephone: 303 861-7000
Telecopier: 303 861-0200
_____________
dt 1415819
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Purchase and Contribution Agreement
Purchase and Contribution Agreement (114K)
Doc #911128: Click preview link for longer preview.
Exhibit 4.1 EXECUTION COPY PURCHASE AND CONTRIBUTION AGREEMENT Dated as of January 6, 2005 between TAMPA ELECTRIC COMPANY, as the Originator and TEC
RECEIVABLES CORP., as the Purchaser
TABLE OF CONTENTS
Page
ARTICLE I DEFINITIONS
1
SECTION 1.01.
Certain Defined Terms
1
SECTION 1.02.
Other Terms and Constructions
5
SECTION 1.03.
. . .
911128
|
Citicorp
As referenced in this Purchase and Contribution Agreement:
Citicorp North America, Inc – party thereto as Conduit Lenders, the
financial institutions from time to time party thereto as Committed Lenders, the financial institutions from time to time party thereto as Managing Agents and Citicorp North America, Inc ., as Program Agent; NOW THEREFORE, in consideration of the premises, the mutual covenants and
agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which
_____________
Citicorp North America, Inc – Provider (but only in connection with the Loan and Servicing Agreement); and (c) Liens in favor of the Purchaser arising pursuant to this Agreement. “Program Agent” shall mean Citicorp North America, Inc ., in its capacity as “Program
Agent” under the Loan and Servicing Agreement. “Purchase” means a purchase of Transferred Assets by the Purchaser from the Originator
_____________
Citicorp North America, Inc – 147;Conduit Lenders”), the financial institutions from time to
time party thereto as committed lenders and managing agents (the “Committed Lenders” and “Managing Agents”), and Citicorp North America, Inc ., as program agent (the “Program Agent”). The
subordination provisions contained herein are for the direct benefit of, and may be enforced by, the Program Agent, the Conduit
_____________
dt 1418085
;
|
Citicorp
As referenced in this Purchase and Contribution Agreement:
Citicorp North America, Inc – party thereto as Conduit Lenders, the
financial institutions from time to time party thereto as Committed Lenders, the financial institutions from time to time party thereto as Managing Agents and Citicorp North America, Inc ., as Program Agent; NOW THEREFORE, in consideration of the premises, the mutual covenants and
agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which
_____________
Citicorp North America, Inc – Provider (but only in connection with the Loan and Servicing Agreement); and (c) Liens in favor of the Purchaser arising pursuant to this Agreement. “Program Agent” shall mean Citicorp North America, Inc ., in its capacity as “Program
Agent” under the Loan and Servicing Agreement. “Purchase” means a purchase of Transferred Assets by the Purchaser from the Originator
_____________
Citicorp North America, Inc – 147;Conduit Lenders”), the financial institutions from time to
time party thereto as committed lenders and managing agents (the “Committed Lenders” and “Managing Agents”), and Citicorp North America, Inc ., as program agent (the “Program Agent”). The
subordination provisions contained herein are for the direct benefit of, and may be enforced by, the Program Agent, the Conduit
_____________
dt 1418085
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Purchase and Contribution Agreement
Purchase and Contribution Agreement (99K)
Doc #1072137: Click preview link for longer preview.
3
v019499_ex99-2.htm
Unassociated Document
PURCHASE
AND CONTRIBUTION AGREEMENT
Dated as
of May 31, 2005
between
UNITED
RENTALS (NORTH AMERICA), INC.,
UNITED
RENTALS NORTHWEST, INC.,
UNITED
RENTALS SOUTHEAST, L.P.,
UNITED
EQUIPMENT RENTALS GULF, L.P.
as
Originators
UNITED
RENTALS, INC.,
as
Collection Agent
and
UNITED
RENTALS RECEIVABLES LLC II
as
Buyer
[CL-United
Rentals Originator Purchase Agreement]
TABLE OF
CONTENTS
1072137
|
Citicorp
As referenced in this Purchase and Contribution Agreement:
Citicorp North America, Inc – Branch, as Canadian
administrative agent, JPMorgan Securities Inc., Banc of America Securities LLC
and Credit Suisse First Boston as joint arrangers, Bank of America, N.A. as
syndication agent and Citicorp North America, Inc . and Credit Suisse First
Boston, as documentation agents, as amended to date, and as the same may, from
time to time, be waived, amended, modified or supplemented to the
_____________
dt 1418154
;
United Rentals
As referenced in this Purchase and Contribution Agreement:
UNITED
RENTALS (NORTH AMERICA) –
Unassociated Document
PURCHASE
AND CONTRIBUTION AGREEMENT
Dated as
of May 31, 2005
between
UNITED
RENTALS (NORTH AMERICA) , INC.,
UNITED
RENTALS NORTHWEST, INC.,
UNITED
RENTALS SOUTHEAST, L.P.,
UNITED
EQUIPMENT RENTALS GULF, L.P.
as
Originators
UNITED
RENTALS, INC.,
as
Collection Agent
and
UNITED
RENTALS RECEIVABLES LLC
_____________
UNITED
RENTALS (NORTH AMERICA) – Termination
32
SECTION
9.13
Severability
32
ANNEXES
ANNEX
A
Credit
and Collection Policy
ANNEX
B
Controlled
Account Banks
ii
PURCHASE
AND CONTRIBUTION AGREEMENT
Dated as
of May 31, 2005
UNITED
RENTALS (NORTH AMERICA) , INC., a Delaware corporation, UNITED RENTALS NORTHWEST,
INC., an Oregon corporation, UNITED RENTALS SOUTHEAST, L.P., a Georgia limited
partnership, and UNITED EQUIPMENT RENTALS GULF, L.P. a Texas
_____________
United Rentals (North America) – Purchased Receivable or a Contributed Receivable.
“UCC” means
the Uniform Commercial Code as from time to time in effect in the applicable
jurisdiction.
“United
(NA)” means
United Rentals (North America) , Inc. a Delaware corporation, and its successors
and permitted assigns.
“United
Rentals” means
United Rentals, Inc. and its successors and permitted assigns.
SECTION
1.02 Other
Terms.
_____________
UNITED
RENTALS (NORTH AMERICA) – or at such other address as shall be specified in a written notice
furnished to the other parties hereunder.
28
[CL-United
Rentals Originator Purchase Agreement]
If to the
Originators:
UNITED
RENTALS (NORTH AMERICA) , INC.
5
Greenwich Office Park
Greenwich,
CT 06830
Attention:
Elliott Mayer
Tel. No.:
(203) 618-7202
Facsimile
No.: (203) 622-4325
UNITED
RENTALS NORTHWEST, INC.
5
Greenwich Office Park
_____________
UNITED RENTALS (NORTH AMERICA) – Originator Purchase Agreement]
IN
WITNESS WHEREOF, the parties have caused this Agreement to be executed by their
respective officers thereunto duly authorized, as of the date first above
written.
ORIGINATORS:
UNITED RENTALS (NORTH AMERICA) , INC.
By: ____________________
Name:
Elliott Mayer
Title:
By: ____________________
Name:
John Milne
Title:
UNITED
RENTALS NORTHWEST, INC.
By: ____________________
Name:
Elliott Mayer
Title:
By: ____________________
Name:
John Milne
Title:
_____________
dt 1416388
;
United Rentals
As referenced in this Purchase and Contribution Agreement:
UNITED
RENTALS, INC – AGREEMENT
Dated as
of May 31, 2005
between
UNITED
RENTALS (NORTH AMERICA), INC.,
UNITED
RENTALS NORTHWEST, INC.,
UNITED
RENTALS SOUTHEAST, L.P.,
UNITED
EQUIPMENT RENTALS GULF, L.P.
as
Originators
UNITED
RENTALS, INC .,
as
Collection Agent
and
UNITED
RENTALS RECEIVABLES LLC II
as
Buyer
[CL-United
Rentals Originator Purchase Agreement]
TABLE OF
CONTENTS
Page
PRELIMINARY
STATEMENTS
1
ARTICLE
I DEFINITIONS
1
SECTION
_____________
UNITED RENTALS, INC – RENTALS SOUTHEAST, L.P., a Georgia limited
partnership, and UNITED EQUIPMENT RENTALS GULF, L.P. a Texas limited partnership
(each an “Originator” and
collectively, the “Originators”),
UNITED RENTALS, INC ., a Delaware corporation, (“United
Rentals”), as
Collection Agent, and UNITED RENTALS RECEIVABLES LLC II, a Delaware limited
liability company (the “Buyer”), agree
as follows:
PRELIMINARY
_____________
United Rentals, Inc – the banks or other financial institutions holding one or more Controlled
Accounts.
“Credit
Agreement” means
the Amended and Restated Credit Agreement, dated as of February 13, 2004, among
United Rentals, Inc . and certain of its subsidiaries, JPMorgan Chase Bank, N.A.
as U.S. administrative agent, JPMorgan Chase Bank, Toronto Branch, as Canadian
administrative agent, JPMorgan Securities Inc., Banc of
_____________
United Rentals, Inc – in effect in the applicable
jurisdiction.
“United
(NA)” means
United Rentals (North America), Inc. a Delaware corporation, and its successors
and permitted assigns.
“United
Rentals” means
United Rentals, Inc . and its successors and permitted assigns.
SECTION
1.02 Other
Terms.
All
accounting terms not specifically defined herein shall be construed in
accordance with GAAP. All terms used in
_____________
UNITED RENTALS, INC – been included: “THE
RECEIVABLES DESCRIBED HEREIN HAVE BEEN SOLD TO UNITED RENTALS RECEIVABLES LLC
II, PURSUANT TO A PURCHASE AND CONTRIBUTION AGREEMENT, DATED AS OF MAY 31, 2005,
AMONG UNITED RENTALS, INC ., THE ORIGINATORS NAMED THEREIN AND UNITED RENTALS
RECEIVABLES LLC II; AND AN INTEREST IN THE RECEIVABLES DESCRIBED HEREIN HAS BEEN
GRANTED TO THE ADMINISTRATIVE AGENT, PURSUANT TO A RECEIVABLES
_____________
dt 1549821
;
|
BofA Securities
As referenced in this Purchase and Contribution Agreement:
Banc of America Securities LLC – United Rentals, Inc. and certain of its subsidiaries, JPMorgan Chase Bank, N.A.
as U.S. administrative agent, JPMorgan Chase Bank, Toronto Branch, as Canadian
administrative agent, JPMorgan Securities Inc., Banc of America Securities LLC
and Credit Suisse First Boston as joint arrangers, Bank of America, N.A. as
syndication agent and Citicorp North America, Inc. and Credit Suisse First
Boston, as documentation agents,
_____________
dt 1356218
;
BofA
As referenced in this Purchase and Contribution Agreement:
Bank of America, N.A. – as U.S. administrative agent, JPMorgan Chase Bank, Toronto Branch, as Canadian
administrative agent, JPMorgan Securities Inc., Banc of America Securities LLC
and Credit Suisse First Boston as joint arrangers, Bank of America, N.A. as
syndication agent and Citicorp North America, Inc. and Credit Suisse First
Boston, as documentation agents, as amended to date, and as the same may, from
time to time,
_____________
dt 1555262
;
More... |
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Purchase and Contribution Agreement
Purchase and Contribution Agreement (114K)
Doc #1392366: Click preview link for longer preview.
PURCHASE AND CONTRIBUTION AGREEMENT
Dated as of January 6, 2005
between
TAMPA ELECTRIC COMPANY,
as the Originator
and
TEC RECEIVABLES CORP.,
as the Purchaser
TABLE OF CONTENTS
Page
ARTICLE I DEFINITIONS
1
SECTION 1.01.
Certain Defined Terms
1
SECTION 1.02.
Other Terms and Constructions
5
SECTION 1.03.
. . .
1392366
|
Citicorp
As referenced in this Purchase and Contribution Agreement:
Citicorp North America, Inc – party thereto as Conduit Lenders, the financial institutions from time to time party thereto as Committed Lenders, the financial institutions from time to time party thereto as Managing Agents and Citicorp North America, Inc ., as Program Agent;
NOW THEREFORE, in consideration of the premises, the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which
_____________
Citicorp North America, Inc – any Liquidity Provider (but only in connection with the Loan and Servicing Agreement); and
(c) Liens in favor of the Purchaser arising pursuant to this Agreement.
Program Agent shall mean Citicorp North America, Inc ., in its capacity as Program Agent under the Loan and Servicing Agreement.
Purchase means a purchase of Transferred Assets by the Purchaser from the Originator pursuant to Section 2.
_____________
Citicorp North America, Inc – party thereto as conduit lenders (the Conduit Lenders), the financial institutions from time to time party thereto as committed lenders and managing agents (the Committed Lenders and Managing Agents), and Citicorp North America, Inc ., as program agent (the Program Agent). The subordination provisions contained herein are for the direct benefit of, and may be enforced by, the Program Agent, the Conduit Lenders, the
_____________
dt 1418244
;
|
Citicorp
As referenced in this Purchase and Contribution Agreement:
Citicorp North America, Inc – party thereto as Conduit Lenders, the financial institutions from time to time party thereto as Committed Lenders, the financial institutions from time to time party thereto as Managing Agents and Citicorp North America, Inc ., as Program Agent;
NOW THEREFORE, in consideration of the premises, the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which
_____________
Citicorp North America, Inc – any Liquidity Provider (but only in connection with the Loan and Servicing Agreement); and
(c) Liens in favor of the Purchaser arising pursuant to this Agreement.
Program Agent shall mean Citicorp North America, Inc ., in its capacity as Program Agent under the Loan and Servicing Agreement.
Purchase means a purchase of Transferred Assets by the Purchaser from the Originator pursuant to Section 2.
_____________
Citicorp North America, Inc – party thereto as conduit lenders (the Conduit Lenders), the financial institutions from time to time party thereto as committed lenders and managing agents (the Committed Lenders and Managing Agents), and Citicorp North America, Inc ., as program agent (the Program Agent). The subordination provisions contained herein are for the direct benefit of, and may be enforced by, the Program Agent, the Conduit Lenders, the
_____________
dt 1418244
|
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Purchase and Contribution Agreement
Purchase and Contribution Agreement (99K)
Doc #1499817: Click preview link for longer preview.
PURCHASE AND CONTRIBUTION AGREEMENT
Dated as of May 31, 2005
between
UNITED RENTALS (NORTH AMERICA), INC.,
UNITED RENTALS NORTHWEST, INC.,
UNITED RENTALS SOUTHEAST, L.P.,
UNITED EQUIPMENT RENTALS GULF, L.P.
as Originators
UNITED RENTALS, INC.,
as Collection Agent
and
UNITED RENTALS RECEIVABLES LLC II
as Buyer
[CL-United Rentals Originator Purchase Agreement]
TABLE OF CONTENTS
Page
PRELIMINARY STATEMENTS
1
. . .
1499817
|
Citicorp
As referenced in this Purchase and Contribution Agreement:
Citicorp North America, Inc – Branch, as Canadian administrative agent, JPMorgan Securities Inc., Banc of America Securities LLC and Credit Suisse First Boston as joint arrangers, Bank of America, N.A. as syndication agent and Citicorp North America, Inc . and Credit Suisse First Boston, as documentation agents, as amended to date, and as the same may, from time to time, be waived, amended, modified or supplemented to the
_____________
dt 1418289
;
United Rentals
As referenced in this Purchase and Contribution Agreement:
UNITED RENTALS (NORTH AMERICA) – Unassociated Document
EX-99.2 3 v019499_ex99-2.htm
PURCHASE AND CONTRIBUTION AGREEMENT
Dated as of May 31, 2005
between
UNITED RENTALS (NORTH AMERICA) , INC.,
UNITED RENTALS NORTHWEST, INC.,
UNITED RENTALS SOUTHEAST, L.P.,
UNITED EQUIPMENT RENTALS GULF, L.P.
as Originators
UNITED RENTALS, INC.,
as Collection Agent
and
UNITED RENTALS RECEIVABLES LLC
_____________
UNITED RENTALS (NORTH AMERICA) – Termination
32
SECTION 9.13
Severability
32
ANNEXES
ANNEX A
Credit and Collection Policy
ANNEX B
Controlled Account Banks
ii
PURCHASE AND CONTRIBUTION AGREEMENT
Dated as of May 31, 2005
UNITED RENTALS (NORTH AMERICA) , INC., a Delaware corporation, UNITED RENTALS NORTHWEST, INC., an Oregon corporation, UNITED RENTALS SOUTHEAST, L.P., a Georgia limited partnership, and UNITED EQUIPMENT RENTALS GULF, L.P. a Texas
_____________
United Rentals (North America) – Transferred Receivable means a Purchased Receivable or a Contributed Receivable.
UCC means the Uniform Commercial Code as from time to time in effect in the applicable jurisdiction.
United (NA) means United Rentals (North America) , Inc. a Delaware corporation, and its successors and permitted assigns.
United Rentals means United Rentals, Inc. and its successors and permitted assigns.
SECTION 1.02 Other Terms.
All accounting
_____________
UNITED RENTALS (NORTH AMERICA) – or at such other address as shall be specified in a written notice furnished to the other parties hereunder.
28
[CL-United Rentals Originator Purchase Agreement]
If to the Originators:
UNITED RENTALS (NORTH AMERICA) , INC.
5 Greenwich Office Park
Greenwich, CT 06830
Attention: Elliott Mayer
Tel. No.: (203) 618-7202
Facsimile No.: (203) 622-4325
UNITED RENTALS NORTHWEST, INC.
5 Greenwich Office Park
_____________
UNITED RENTALS (NORTH AMERICA) – Originator Purchase Agreement]
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.
ORIGINATORS:
UNITED RENTALS (NORTH AMERICA) , INC.
By: ____________________
Name: Elliott Mayer
Title:
By: ____________________
Name: John Milne
Title:
UNITED RENTALS NORTHWEST, INC.
By: ____________________
Name: Elliott Mayer
Title:
By: ____________________
Name: John Milne
Title:
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dt 1416406
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United Rentals
As referenced in this Purchase and Contribution Agreement:
UNITED RENTALS, INC – AGREEMENT
Dated as of May 31, 2005
between
UNITED RENTALS (NORTH AMERICA), INC.,
UNITED RENTALS NORTHWEST, INC.,
UNITED RENTALS SOUTHEAST, L.P.,
UNITED EQUIPMENT RENTALS GULF, L.P.
as Originators
UNITED RENTALS, INC .,
as Collection Agent
and
UNITED RENTALS RECEIVABLES LLC II
as Buyer
[CL-United Rentals Originator Purchase Agreement]
TABLE OF CONTENTS
Page
PRELIMINARY STATEMENTS
1
ARTICLE I DEFINITIONS
1
SECTION
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UNITED RENTALS, INC – an Oregon corporation, UNITED RENTALS SOUTHEAST, L.P., a Georgia limited partnership, and UNITED EQUIPMENT RENTALS GULF, L.P. a Texas limited partnership (each an Originator and collectively, the Originators), UNITED RENTALS, INC ., a Delaware corporation, (United Rentals), as Collection Agent, and UNITED RENTALS RECEIVABLES LLC II, a Delaware limited liability company (the Buyer), agree as follows:
PRELIMINARY STATEMENTS
(1) Certain terms
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United Rentals, Inc – any of the banks or other financial institutions holding one or more Controlled Accounts.
Credit Agreement means the Amended and Restated Credit Agreement, dated as of February 13, 2004, among United Rentals, Inc . and certain of its subsidiaries, JPMorgan Chase Bank, N.A. as U.S. administrative agent, JPMorgan Chase Bank, Toronto Branch, as Canadian administrative agent, JPMorgan Securities Inc., Banc of
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United Rentals, Inc – from time to time in effect in the applicable jurisdiction.
United (NA) means United Rentals (North America), Inc. a Delaware corporation, and its successors and permitted assigns.
United Rentals means United Rentals, Inc . and its successors and permitted assigns.
SECTION 1.02 Other Terms.
All accounting terms not specifically defined herein shall be construed in accordance with GAAP. All terms used in
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UNITED RENTALS, INC – has been included: THE RECEIVABLES DESCRIBED HEREIN HAVE BEEN SOLD TO UNITED RENTALS RECEIVABLES LLC II, PURSUANT TO A PURCHASE AND CONTRIBUTION AGREEMENT, DATED AS OF MAY 31, 2005, AMONG UNITED RENTALS, INC ., THE ORIGINATORS NAMED THEREIN AND UNITED RENTALS RECEIVABLES LLC II; AND AN INTEREST IN THE RECEIVABLES DESCRIBED HEREIN HAS BEEN GRANTED TO THE ADMINISTRATIVE AGENT, PURSUANT TO A RECEIVABLES
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BofA Securities
As referenced in this Purchase and Contribution Agreement:
Banc of America Securities LLC – United Rentals, Inc. and certain of its subsidiaries, JPMorgan Chase Bank, N.A. as U.S. administrative agent, JPMorgan Chase Bank, Toronto Branch, as Canadian administrative agent, JPMorgan Securities Inc., Banc of America Securities LLC and Credit Suisse First Boston as joint arrangers, Bank of America, N.A. as syndication agent and Citicorp North America, Inc. and Credit Suisse First Boston, as documentation agents,
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Purchase and Contribution Agreement
Purchase and Contribution Agreement (132K)
Doc #557393: Click preview link for longer preview.
PURCHASE AND CONTRIBUTION AGREEMENT
THIS PURCHASE AND CONTRIBUTION AGREEMENT, made and entered into effective as of May 1, 2004, is by and among M & S IMAGING PARTNERS, L.P., a Delaware limited partnership (�Seller�), VHS SAN ANTONIO IMAGING PARTNERS, L.P., a Delaware limited partnership (�Buyer�), VHS SAN ANTONIO PARTNERS, L.P., a Delaware limited partnership (�San Antonio Partners�), RADIOLOGIX, INC., a Delaware corporation (�Radiologix�), and VANGUARD HEALTH SYSTEMS, INC., a Delaware corporation (�Vanguard�).
RECITALS:
WHEREAS, Seller and San . . .
557393
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Citibank
As referenced in this Purchase and Contribution Agreement:
Citibank, N.A. – due shall accrue interest from and after the due date to and including the date full payment is made at an annual rate equal to the average prime rate of Citibank, N.A. , during such period plus three percent per annum.
10.16. Drafting. No provision of this Agreement shall be interpreted for or against any Person on the basis that such
_____________
dt 1478649
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Radiologix
As referenced in this Purchase and Contribution Agreement:
RADIOLOGIX, INC – a Delaware limited partnership (Seller), VHS SAN ANTONIO IMAGING PARTNERS, L.P., a Delaware limited partnership (Buyer), VHS SAN ANTONIO PARTNERS, L.P., a Delaware limited partnership (San Antonio Partners), RADIOLOGIX, INC ., a Delaware corporation (Radiologix), and VANGUARD HEALTH SYSTEMS, INC., a Delaware corporation (Vanguard).
RECITALS:
WHEREAS, Seller and San Antonio Partners are owners and holders of 100% of the economic
_____________
Radiologix, Inc – Imaging Associates, P.A., a Texas professional association;
Prohibited Transaction: defined in section 406 of ERISA and section 4975 of the Code;
Purchase Price: defined in Section 2.05;
Radiologix: Radiologix, Inc ., a Delaware corporation;
Reportable Event: defined in section 4043 of ERISA;
San Antonio Partners: San Antonio Partners, L.P., a Delaware limited partnership, one of the partners in the
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Radiologix, Inc – follows:
If to Buyer or Vanguard:
Vanguard Health Systems, Inc.
20 Burton Hills Boulevard, Suite 100
Nashville, Tennessee 37215
Attn: General Counsel
Facsimile: 615.665.6197
40
If to Seller:
Radiologix, Inc .
3600 Chase Tower
2200 Ross Avenue
Dallas, TX 75201-2776
Attn: President & Chief Executive Officer
Facsimile: 214.303.2778
or to such other address or number, and to
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RADIOLOGIX, INC – WHEREOF, the Parties have caused this Agreement to be executed in multiple originals by their duly authorized officers as of the Effective Date.
M & S IMAGING PARTNERS, L.P.
RADIOLOGIX, INC .
By:
M & S Imaging Partners, I, Inc.,
General Partner
By:
Sami S. Abbasi
Title:
Executive Vice President
By:
Sami S. Abbasi
Title:
Executive Vice President
VHS SAN ANTONIO
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Citibank
As referenced in this Purchase and Contribution Agreement:
Citibank, N.A. – due shall accrue interest from and after the due date to and including the date full payment is made at an annual rate equal to the average prime rate of Citibank, N.A. , during such period plus three percent per annum.
10.16. Drafting. No provision of this Agreement shall be interpreted for or against any Person on the basis that such
_____________
dt 1478649
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Full Doc
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