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Preview Full Doc	2003	Credit Agreement Credit Agreement (301K) Doc #152350: Click preview link for longer preview. CREDIT AGREEMENT dated as of July 23, 2003 (this Agreement) among ZALE DELAWARE, INC., a corporation organized under the laws of the State of Delaware having a place of business at 901 W. Walnut Hill Lane, Irving, Texas 75038-1003 (Zale Delaware), ZALE CORPORATION, a corporation organized under the laws of the State of Delaware having a place of business at 901 W. Walnut Hill Lane, Irving, Texas 75038-1003 (Zale), DDCC, INC., a corporation organized under the laws of the State of Delaware having a place of business at 101 Convention Center Drive, Suite 850 Las Vegas, Nevada 89109 (DDCC), and TXDC, L.P., a limited partnership organized under the laws of the State of Texas, having a place of business at 901 W. Walnut Hill Lane, Irving, Texas 75038-1003 (TXDC), as BORROWERS; and the LENDERS party hereto; and FLEET NATIONAL BANK, as Administrative Agent and Issuing Bank, a national banking association having a place of business at 40 Broad Street, Boston, Massachusetts 02109; and FLEET RETAIL FINANCE, INC., as Collateral Agent for the Lenders, a Delaware corporation, having a place of business at 40 Broad Street, Boston, Massachusetts 02109; and BANK ONE, NA and CONGRESS FINANCIAL CORPORATION (SOUTHWEST) as Co-Syndication Agents; and JP MORGAN CHASE BANK and BANK OF AMERICA, N.A. as Co-Documentation Agents in consideration of the mutual covenants herein contained and benefits to be derived herefrom. ARTICLE I DEFINITIONS SECTION 1.1. Defined Terms. As used in this Agreement, the following terms have the meanings specified below: Account means any right to payment for goods sold or leased or for services rendered, whether or not earned by performance, or any right to payment for credit extended for goods sold or leased or services rendered. ACH means automated clearing house transfers. 152350	Citibank (USA) Citibank (USA) NA As referenced in this Credit Agreement: Citibank USA, N – the Administrative Agent. Eligible Private Label Credit Card Receivables means Accounts of the Borrowers due in four (4) Business Days or less on (a) private label credit cards issued by Citibank USA, N .A. on substantially the terms as in effect on the Closing Date or as otherwise modified in a manner reasonably acceptable to the Administrative Agent and (b) other private _____________ dt 1429388 ; McGraw-Hill Companies McGraw-Hill Companies Inc. ( Printing & Publishing ) As referenced in this Credit Agreement: McGraw-Hill Companies, Inc – at any time made by a Lender pursuant to Section 2.1. S&P means Standard & Poors Rating Services, a division of the McGraw-Hill Companies, Inc . Secured Parties has the meaning set forth in the Security Agreement. Security Agreement means the Security Agreement, in the form of Exhibit _____________ dt 310829 ; BofA Bank of America, NA ( Money Center Banks ) As referenced in this Credit Agreement: BANK OF AMERICA, – BANK ONE, NA CONGRESS FINANCIAL CORPORATION (SOUTHWEST) as Co-Syndication Agents and JPMORGAN CHASE BANK BANK OF AMERICA, N.A. as Co-Documentation Agents TABLE OF CONTENTS ARTICLE I DEFINITIONS SECTION 1. BANK OF AMERICA, – and CONGRESS FINANCIAL CORPORATION (SOUTHWEST) as Co-Syndication Agents; and JP MORGAN CHASE BANK and BANK OF AMERICA, N.A. as Co-Documentation Agents in consideration of the mutual covenants herein contained Bank of America, – Excess Availability of $75,000,000 or more. Documentation Agents means JPMorgan Chase Bank and Bank of America, N.A. Dollars or $ means lawful money of the United States of America. Dutch BANK OF AMERICA, – as a Lender By: /s/ Andrew Hall Name: Andrew Hall Title: Director Table of Contents BANK OF AMERICA, N.A., as Documentation Agent and as a Lender By: /s/ Philip Sefchovich Name: dt 40089 ;	BNY Bank of New York ( Money Center Banks ) As referenced in this Credit Agreement: Bank of New York, – Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a BANK OF NEW YORK, – Michael F. McCullough Name: Michael F. McCullough Title: Sr. Vice President Table of Contents THE BANK OF NEW YORK, as a Lender By: /s/ Lucille C. Madden Name: Lucille C. Madden Title: Vice dt 41853 ; Bank One Bank One, NA ( Financial ) As referenced in this Credit Agreement: BANK ONE, NA – FLEET NATIONAL BANK as Administrative Agent and Issuing Bank FLEET RETAIL FINANCE, INC. as Collateral Agent and FLEET SECURITIES INC. as Arranger and BANK ONE, NA CONGRESS FINANCIAL CORPORATION (SOUTHWEST) as Co-Syndication Agents and JPMORGAN CHASE BANK BANK OF AMERICA, N.A. as Co-Documentation Agents TABLE _____________ BANK ONE, NA – INC., as Collateral Agent for the Lenders, a Delaware corporation, having a place of business at 40 Broad Street, Boston, Massachusetts 02109; and BANK ONE, NA and CONGRESS FINANCIAL CORPORATION (SOUTHWEST) as Co-Syndication Agents; and JP MORGAN CHASE BANK and BANK OF AMERICA, N.A. as Co- _____________ Bank One, NA – September 20, 1997 for $100,000,000 of 8.50% Senior Notes due 2007 among Zale, as Issuer, Zale Delaware, as Guarantor and Bank One, NA . Notes means (i) the promissory notes of the Borrowers substantially in the form of Exhibit B-1, each payable to the order _____________ Bank One, NA – Loans hereunder. Swingline Loan means a Loan made by the Swingline Lender to the Borrowers pursuant to Section 2.5. Syndication Agents means Bank One, NA and Congress Financial Corporation (Southwest). Synthetic Lease means any lease or other agreement for the use or possession of property creating obligations _____________ BANK ONE, NA – CORPORATION (SOUTHWEST),as Syndication Agent and as a Lender By: /s/ Vicky Balmot Name: Vicky Balmot Title: Executive Vice President Table of Contents BANK ONE, NA , as Syndication Agent and as a Lender By: /s/ Andrew Hall Name: Andrew Hall Title: Director Table of Contents BANK OF AMERICA, _____________ dt 100041 ; More...
Preview Full Doc	2003	Credit Agreement Credit Agreement (301K) Doc #1234145: Click preview link for longer preview. CREDIT AGREEMENT dated as of July 23, 2003 among ZALE DELAWARE, INC., ZALE CORPORATION, DDCC, INC., and TXDC, L.P., as Borrowers The LENDERS Party Hereto, FLEET NATIONAL BANK as Administrative Agent and Issuing Bank FLEET RETAIL FINANCE, INC. as Collateral Agent and FLEET SECURITIES INC. as Arranger and BANK ONE, NA CONGRESS FINANCIAL CORPORATION (SOUTHWEST) as Co-Syndication Agents and JPMORGAN CHASE BANK BANK OF AMERICA, N.A. as Co-Documentation Agents TABLE OF CONTENTS ARTICLE I DEFINITIONS SECTION 1. . . . 1234145	Citibank (USA) Citibank (USA) NA As referenced in this Credit Agreement: Citibank USA, N – the Administrative Agent. Eligible Private Label Credit Card Receivables means Accounts of the Borrowers due in four (4) Business Days or less on (a) private label credit cards issued by Citibank USA, N .A. on substantially the terms as in effect on the Closing Date or as otherwise modified in a manner reasonably acceptable to the Administrative Agent and (b) other private _____________ dt 1429392 ; McGraw-Hill Companies McGraw-Hill Companies Inc. ( Printing & Publishing ) As referenced in this Credit Agreement: McGraw-Hill Companies, Inc – Revolving Loans means all Loans at any time made by a Lender pursuant to Section 2.1. S&P means Standard & Poors Rating Services, a division of the McGraw-Hill Companies, Inc . Secured Parties has the meaning set forth in the Security Agreement. Security Agreement means the Security Agreement, in the form of Exhibit C attached hereto and incorporated herein, among _____________ dt 1517321 ; Zale Zale Corp. ( Specialty ) ;	BofA Bank of America, NA ( Money Center Banks ) As referenced in this Credit Agreement: BANK OF AMERICA, N.A. – Bank FLEET RETAIL FINANCE, INC. as Collateral Agent and FLEET SECURITIES INC. as Arranger and BANK ONE, NA CONGRESS FINANCIAL CORPORATION (SOUTHWEST) as Co-Syndication Agents and JPMORGAN CHASE BANK BANK OF AMERICA, N.A. as Co-Documentation Agents TABLE OF CONTENTS ARTICLE I DEFINITIONS SECTION 1.1. Defined Terms SECTION 1.2. Terms Generally SECTION 1.3. Accounting Terms; GAAP ARTICLE II AMOUNT _____________ BANK OF AMERICA, N.A. – a place of business at 40 Broad Street, Boston, Massachusetts 02109; and BANK ONE, NA and CONGRESS FINANCIAL CORPORATION (SOUTHWEST) as Co-Syndication Agents; and JP MORGAN CHASE BANK and BANK OF AMERICA, N.A. as Co-Documentation Agents in consideration of the mutual covenants herein contained and benefits to be derived herefrom. ARTICLE I DEFINITIONS SECTION 1.1. Defined Terms. As used in _____________ Bank of America, N.A. – unless cured or waived, become an Event of Default. Distribution Minimum Excess Availability Amount means Excess Availability of $75,000,000 or more. Documentation Agents means JPMorgan Chase Bank and Bank of America, N.A. Dollars or $ means lawful money of the United States of America. Dutch Auction Tender Offer means the offer by Zale to purchase up to 6,400,000 shares of _____________ BANK OF AMERICA, N.A. – Balmot Title: Executive Vice President Table of Contents BANK ONE, NA, as Syndication Agent and as a Lender By: /s/ Andrew Hall Name: Andrew Hall Title: Director Table of Contents BANK OF AMERICA, N.A. , as Documentation Agent and as a Lender By: /s/ Philip Sefchovich Name: Philip Scfchovich Title: Assistant Vice President Table of Contents JPMORGAN CHASE BANK, as Documentation Agent and as _____________ dt 1555648 ; BNY Bank of New York ( Money Center Banks ) As referenced in this Credit Agreement: Bank of New York, – rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average (rounded upwards, if necessary, to the next 1/100 of 1%) _____________ BANK OF NEW YORK, – Amaladi Title: Vice President Table of Contents KEYBANK NATIONAL ASSOCIATION, as a Lender By: /s/ Michael F. McCullough Name: Michael F. McCullough Title: Sr. Vice President Table of Contents THE BANK OF NEW YORK, as a Lender By: /s/ Lucille C. Madden Name: Lucille C. Madden Title: Vice President Table of Contents HIBERNIA NATIONAL BANK, as a Lender By: /s/ Laura Watts Name: _____________ dt 1586787 ; More...
Preview Full Doc	2003	Purchase, Sale and Servicing Transfer Agreement Purchase, Sale and Servicing Transfer Agreement (366K) Doc #176224: Click preview link for longer preview. PURCHASE, SALE AND SERVICING TRANSFER AGREEMENT BY AND AMONG SEARS, ROEBUCK AND CO., SEARS FINANCIAL HOLDING CORPORATION, SEARS NATIONAL BANK, SEARS ROEBUCK DE PUERTO RICO, INC., SEARS LIFE HOLDING CORP., SRFG, INC., SEARS INTELLECTUAL PROPERTY MANAGEMENT COMPANY, Certain Other Subsidiaries of Sears that are Signatories Hereto AND CITICORP DATED AS OF JULY 15, 2003 ================================================================================ {PAGE} TABLE OF CONTENTS PAGE ---- ARTICLE I DEFINITIONS Section 1.1. Certain Defined Terms........................................2 Section 1.2. Construction; Absence of Presumption........................17 Section 1.3. Headings; Definitions.......................................17 ARTICLE II SALE, CONVEYANCE AND ASSUMPTION Section 2.1. Purchase and Sale of the Acquired Subsidiary Stock..........17 Section 2.2. Purchase and Sale of Purchased Interests....................18 Section 2.3. Retained Assets.............................................20 Section 2.4. Assumed Liabilities.........................................21 Section 2.5. Retained Liabilities........................................22 Section 2.6. Allocation of Purchase Price................................23 ARTICLE III THE CLOSING AND POST-CLOSING ADJUSTMENTS Section 3.1. Closing.....................................................23 Section 3.2. Preliminary Information.....................................24 Section 3.3. Closing Purchase Price......................................24 Section 3.4. Sellers' Deliveries at Closing..............................24 Section 3.5. Purchaser's Deliveries at Closing...........................25 Section 3.6. Proceedings at Closing......................................26 Section 3.7. Delayed Closing.............................................26 Section 3.8. Closing Date Balance Sheet; Payments on the Settlement Date......................................27 Section 3.9. Delivery of Books and Records...............................30 Section 3.10. Transfer of Absolute Title; Filing of Financing Statements..30 Section 3.11. Power of Attorney...........................................31 Section 3.12. Post-Closing Payments on Account Receivables................31 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF SELLERS Section 4.1. Organization and Good Standing..............................31 Section 4.2. Acquired Subsidiary.........................................32 Section 4.3. Authorization; Binding Obligations..........................32 Section 4.4. No Conflicts................................................32 Section 4.5. Approvals...................................................33 i {PAGE} Section 4.6. Litigation..................................................33 Section 4.7. Compliance with Requirements of Law.........................33 Section 4.8. Transactions with Affiliates................................34 Section 4.9. Financial Statements........................................34 Section 4.10. Accounts....................................................36 Section 4.11. Trust; Securitization.......................................37 Section 4.12. Effective Transfer..........................................39 Section 4.13. Sufficiency of Assets.......................................39 Section 4.14. Employee Benefit Plans; Employee Matters....................39 Section 4.15. No Brokers or Finders.......................................41 Section 4.16. Undisclosed Liability.......................................41 Section 4.17. Real Property...............................................41 Section 4.18. Insurance...................................................43 Section 4.19. Licenses and Permits........................................43 Section 4.20. Absence of Certain Changes..................................43 Section 4.21. Marketing Agreements........................................44 Section 4.22. Certain Contracts...........................................44 Section 4.23. Ratings.....................................................45 Section 4.24. Intellectual Property.......................................45 Section 4.25. Taxes.......................................................46 Section 4.26. No Use of Borrower Lists....................................47 Section 4.27. Environmental Matters.......................................47 Section 4.28. No Other Representations or Warranties......................48 ARTICLE V REPRESENTATIONS AND WARRANTIES OF PURCHASER Section 5.1. Organization and Good Standing..............................48 Section 5.2. Authorization; Binding Obligations..........................48 Section 5.3. No Conflicts................................................48 Section 5.4. Approvals...................................................49 Section 5.5. Litigation..................................................49 Section 5.6. Compliance with Requirements of Law.........................49 Section 5.7. Licenses and Permits........................................50 Section 5.8. Servicing Qualifications....................................50 Section 5.9. Absence of Certain Changes..................................50 Section 5.10. Financing...................................................50 Section 5.11. Acquisition of Shares for Investment........................50 Section 5.12. No Brokers or Finders.......................................50 Section 5.13. No Inducement or Reliance; Independent Assessment...........50 ARTICLE VI COVENANTS Section 6.1. Conduct of Business.........................................51 Section 6.2. Access and Confidentiality..................................54 ii {PAGE} Section 6.3. Delivery of Securitization Transfer Agreements..............57 Section 6.4. Advice of Changes...........................................57 Section 6.5. Efforts; Filings............................................57 Section 6.6. No Solicitation.............................................58 Section 6.7. Further Assurances..........................................59 Section 6.8. Assignment of Contracts; Approvals and Consents.............60 Section 6.9. Notice of Proceedings.......................................61 Section 6.10. Guaranties; Letters of Credit; Intercompany Agreements......61 Section 6.11. Bulk Sales Law..............................................62 Section 6.12. IBM Master Agreement; Other Sears Service Provider Agreements.........................................62 Section 6.13. MasterCard Agreements.......................................62 Section 6.14. Notice to Cardholders.......................................63 Section 6.15. Change Name of the Acquired Subsidiary......................63 Section 6.16. Employee Matters............................................63 Section 6.17. Board of Directors of Acquired Subsidiary...................67 Section 6.18. Unsecured Debt of Sears.....................................67 Section 6.19. Covenant Not to Petition....................................67 ARTICLE VII CONDITIONS PRECEDENT Section 7.1. Conditions of All Parties to Closing........................67 Section 7.2. Conditions to Obligations of Purchaser to Close.............68 Section 7.3. Conditions to Obligations of Sellers to Close...............69 ARTICLE VIII TAX MATTERS Section 8.1. Liability for Taxes; Refunds and Credits....................69 Section 8.2. Section 338(h)(10) Elections................................71 Section 8.3. Filing Responsibility.......................................72 Section 8.4. Cooperation; Exchange of Information; Tax Proceedings.......74 Section 8.5. Tax Sharing Agreements......................................77 Section 8.6. Intentionally Omitted.......................................77 Section 8.7. Transfer Taxes..............................................77 Section 8.8. Survival....................................................77 Section 8.9. Post-Closing Dispositions...................................78 Section 8.10. Tax Treatment of Payments...................................78 Section 8.11. Sales Tax Recoveries........................................78 ARTICLE IX TERMINATION Section 9.1. Termination.................................................79 Section 9.2. Effect of Termination.......................................80 iii {PAGE} ARTICLE X INDEMNIFICATION Section 10.1. Survival of Representations and Warranties and Covenants....80 Section 10.2. Indemnification of Purchaser................................80 Section 10.3. Indemnification of Sellers..................................81 Section 10.4. Claims......................................................82 Section 10.5. Limitations.................................................83 Section 10.6. Insurance...................................................84 Section 10.7. Remedies Exclusive..........................................84 Section 10.8 Mitigation..................................................84 Section 10.9. Tax Indemnification.........................................84 Section 10.10. Termination of Indemnification..............................85 ARTICLE XI MISCELLANEOUS Section 11.1. Notices.....................................................85 Section 11.2. Governing Law...............................................87 Section 11.3. Jurisdiction; Venue; Consent to Service of Process..........87 Section 11.4. Counterparts................................................88 Section 11.5. Entire Agreement............................................88 Section 11.6. Amendment, Modification and Waiver..........................88 Section 11.7. Severability................................................89 Section 11.8. Successors and Assigns; No Third-Party Beneficiaries........89 Section 11.9. Publicity...................................................89 Section 11.10. WAIVER OF JURY TRIAL........................................89 Section 11.11. Expenses....................................................89 Section 11.12. Specific Performance and Other Equitable Relief.............90 iv {PAGE} SCHEDULES: --------- Schedule 1.1(a) Individuals Deemed not to be Business Employees Schedule 1.1(b) Knowledge of Sellers Schedule 1.1(c) Knowledge of Purchaser Schedule 1.1(d) Reference Balance Sheet Schedule 1.1(e) Applicable Governmental Authorities Schedule 2.2(i) Securitization Documents Schedule 2.2(j) Securitization Interests Schedule 2.2(l)-1 Owned Real Property Schedule 2.2(l)-2 Leased Real Property Schedule 2.2(m) Fixed Assets Schedule 2.2(n) Assumed Contracts Schedule 2.2(s) Other Assets Schedule 2.3(j) Other Retained Assets Schedule 2.4(l) Other Assumed Liabilities Schedule 2.5(k) Other Retained Liabilities Schedule 3.4(e) Securitization Transfer Agreements Schedule 3.4(f) Required Resignations Schedule 6.1(b)(iv) Change-in-Terms V and other programs Schedule 6.1(b)(ix) Contracts Permitting Disposition of Purchased Interests Schedule 6.1(b)(xi) Permitted Compensation and Benefit Changes Schedule 6.10(a) Guaranties Schedule 6.10(b) Obligations Not Requiring Release, Termination or Discharge Schedule 6.16(i) Retention Agreements Schedule 6.16(j) Limitations of Terminations without Cause Schedule 6.18 Sears Indentures Schedule 7.2(f) Required Opinions EXHIBITS: Exhibit A Form of Program Agreement Exhibit B Term Sheet for Transition Services Agreement Exhibit C Form of Licensing Agreement Exhibit D Form of Merchant Agreement Exhibit E Form of Pooling Agreement Amendment v {PAGE} INDEX OF DEFINED TERMS ---------------------- PAGE ---- 338(h)(10) Election...........................................................71 Account........................................................................2 Account Agreement..............................................................2 Accountant....................................................................29 Acquired Cardholder Information................................................2 Acquired Intellectual Property.................................................2 Acquired Subsidiary...........................................................17 Acquired Subsidiary Financial Statements......................................35 Acquired Subsidiary Stock.....................................................17 ADSP...........................................................................2 Affiliate......................................................................3 Agreement......................................................................1 Allocation Statement..........................................................23 Alternate Certificate.........................................................25 Alternative Proposal..........................................................58 Annual Financial Information..................................................35 Annual Statement...............................................................3 Applicable Contracts..........................................................44 Applicable Governmental Authority..............................................3 Assumed Contracts.............................................................19 Assumed Liabilities...........................................................21 Bank...........................................................................1 Benefit Item...................................................................3 Books and Records..............................................................3 Borrower.......................................................................3 Borrower List..................................................................3 Business.......................................................................4 Business Day...................................................................4 Business Employee..............................................................4 Business Material Adverse Effect...............................................4 Card Association...............................................................5 Charged-Off Account............................................................5 Cleanup........................................................................5 Closing.......................................................................23 Closing Date..................................................................24 Closing Date Balance Sheet....................................................27 Closing Purchase Price.........................................................5 COBRA Obligations.............................................................65 Code...........................................................................5 Confidentiality Agreement.....................................................55 Consents......................................................................49 6 {PAGE} Contract.......................................................................5 Credit Balance.................................................................5 Credit Card....................................................................5 Credit Card Business...........................................................5 Cut-Off Time...................................................................6 Damages........................................................................6 Determination.................................................................71 Disclosure Schedule............................................................6 Employment Agreements.........................................................39 Environmental Claim............................................................6 Environmental Laws.............................................................6 ERISA..........................................................................6 ERISA Affiliate...............................................................15 Estimated Closing Date Balance Sheet...........................................6 Estimated Total Equity........................................................24 Exchange Act..................................................................35 Excluded Proprietary Information...............................................7 Excluded Taxes.................................................................7 Expiration Date................................................................7 FDIC...........................................................................7 Federal Funds Rate.............................................................7 Final Adjustment Payment......................................................28 Final Average Receivables Statement...........................................27 Final Closing Tape.............................................................7 Final Premium Adjustment Payment..............................................28 Final Six-Month Average Net Customer Receivables..............................27 Final Total Equity............................................................27 Financial Information.........................................................35 Financial Products Business....................................................8 Financial Products Delayed Closing............................................26 Financial Products Delayed Closing Date.......................................26 Financing Materials...........................................................59 Financing Statements..........................................................30 FIRPTA Certificate............................................................25 First Installment.............................................................66 Fixed Assets..................................................................19 Form 8023.....................................................................71 FP Delayed Closing Assets.....................................................26 FP Delayed Closing Liabilities................................................26 FP Delayed Closing Taxes.......................................................8 GAAP...........................................................................8 Governmental Authority.........................................................8 Guaranties....................................................................61 Hazardous Materials............................................................8 HSR Act.......................................................................58 IBM............................................................................8 7 {PAGE} IBM Master Agreement...........................................................8 Improvements...................................................................8 Indemnified Parties...........................................................81 Indemnifying Party............................................................82 Indemnity Payments............................................................83 Insurance Contracts............................................................8 Intellectual Property..........................................................9 Interchange Fees...............................................................9 Interim Financial Information.................................................35 Investigation.................................................................56 Knowledge......................................................................9 Leased Real Property...........................................................9 Leases.........................................................................9 Liability......................................................................9 Licensed Intellectual Property.................................................9 Licensed Marks.................................................................9 Licensing Agreement............................................................9 Lien...........................................................................9 Marks.........................................................................10 Master File...................................................................10 MasterCard Agreements.........................................................10 Maximum Indemnification Amount................................................83 Merchant Agreement............................................................10 Merchant Dealer...............................................................10 Operating Regulations.........................................................10 Other Assets..................................................................19 Other Assumed Liabilities.....................................................22 Other Retained Assets.........................................................20 Other Retained Liabilities....................................................23 Owned Intellectual Property...................................................10 Owned Real Property...........................................................10 Parties........................................................................1 Party..........................................................................1 Patents.......................................................................10 Permitted Lien................................................................10 Permitted Seller Benefit Plan Action..........................................53 Person........................................................................11 Pooling Agreement..............................................................1 Pooling Agreement Amendment...................................................11 Post-Closing Tax Period.......................................................11 Pre-Closing Environmental Liabilities and Costs...............................11 Pre-Closing Tax Period........................................................11 Preliminary Average Receivables Statement.....................................24 Preliminary Closing Tape......................................................11 Premium Amount................................................................11 Program Agreement..............................................................1 8 {PAGE} Purchased Interests...........................................................18 Purchaser......................................................................1 Purchaser Consents............................................................49 Purchaser Indemnified Parties.................................................81 Purchaser Material Adverse Effect.............................................12 Purchaser Permits.............................................................50 Purchaser Savings Plan........................................................65 Purchaser Service Provider Agreement..........................................62 Purchaser Tax Claim...........................................................75 Qualified Plan................................................................40 Quarterly Statement...........................................................12 Rapid Amortization Event......................................................12 Real Property.................................................................12 Receivable Repurchase Event...................................................12 Receivables...................................................................12 Reference Balance Sheet.......................................................12 Reinsurance Agreement.........................................................13 Related Agreements............................................................13 Release.......................................................................13 Required Amendments...........................................................13 Requirements of Law...........................................................13 Retained Assets...............................................................20 Retained Business Employees...................................................55 Retained Liabilities..........................................................22 Retention Agreements..........................................................66 Return........................................................................16 Sales Tax Recovery............................................................13 SAP...........................................................................13 Sears..........................................................................1 Sears Affiliated Group........................................................13 Sears Canada..................................................................13 Sears Customer Data Warehouse.................................................13 Sears Group...................................................................14 Sears Holding..................................................................1 Sears IP.......................................................................1 Sears Life Holding.............................................................1 Sears Mexico..................................................................14 Sears Puerto Rico..............................................................1 Sears Savings Plan............................................................65 Sears Service Provider Agreement..............................................14 Sears Tax Claim...............................................................75 SEC...........................................................................35 SEC Documents.................................................................38 Second Installment............................................................66 Securities Act................................................................38 Securitization................................................................14 9 {PAGE} Securitization Account........................................................14 Securitization Cash Collateral................................................14 Securitization Documents......................................................18 Securitization Interests......................................................18 Securitization Receivables....................................................14 Securitization Retained Interests.............................................14 Securitization Transfer Agreements............................................24 Seller.........................................................................1 Seller Benefit Plan...........................................................15 Seller Business Documents.....................................................34 Seller Consents...............................................................33 Seller Indemnified Parties....................................................81 Seller Permits................................................................43 Seller Tax Indemnitees........................................................70 Sellers........................................................................1 Series Supplement.............................................................15 Service Provider..............................................................14 Servicer......................................................................15 Servicer Rights...............................................................18 Servicer Termination Event....................................................15 Settlement Day................................................................28 Six-Month Average Net Customer Receivables....................................12 Software......................................................................15 SRFG...........................................................................1 Straddle Period...............................................................15 Subsequent Financing..........................................................59 Subsidiary....................................................................15 Tax Benefit...................................................................15 Tax Item......................................................................15 Tax Proceeding................................................................16 Tax Recovery End Date.........................................................16 Tax Return....................................................................16 Taxes.........................................................................16 Termination Date..............................................................79 Third-Party Claim.............................................................82 Threshold.....................................................................83 Total Equity..................................................................16 Transfer Taxes................................................................77 Transition Services Agreement.................................................16 Transition Team...............................................................55 Trust.........................................................................16 Trust Certificates............................................................16 TSYS..........................................................................16 Unreasonable Condition........................................................16 WARN Act......................................................................66 10 {PAGE} PURCHASE, SALE AND SERVICING TRANSFER AGREEMENT This PURCHASE, SALE AND SERVICING TRANSFER AGREEMENT (this "Agreement") is entered into as of July 15, 2003, by and among SEARS, ROEBUCK AND CO., a New York corporation ("Sears"), SEARS FINANCIAL HOLDING CORPORATION, a Delaware corporation and a wholly-owned subsidiary of Sears ("Sears Holding"), SEARS NATIONAL BANK, a national banking association, a wholly-owned subsidiary of Sears Holding and a "credit card bank" under the Bank Holding Company Act (the "Bank"), SEARS ROEBUCK DE PUERTO RICO, INC., a Delaware corporation and a wholly-owned subsidiary of Sears ("Sears Puerto Rico"), SEARS LIFE HOLDING CORP., a Delaware corporation and a wholly-owned subsidiary of Sears ("Sears Life Holding"), SRFG, INC. (formerly Sears Receivables Financing Group, Inc.), a Delaware corporation and a wholly-owned subsidiary of Sears ("SRFG"), SEARS INTELLECTUAL PROPERTY MANAGEMENT COMPANY, a Delaware corporation and a wholly-owned subsidiary of Sears ("Sears IP"), certain other subsidiaries of Sears that are signatories hereto (together with Sears, Sears Holding, the Bank, Sears Puerto Rico, Sears Life Holding, SRFG and Sears IP, collectively, "Sellers", and each, individually, a "Seller"), and CITICORP, a Delaware corporation ("Purchaser"), (Sellers together with Purchaser, collectively, the "Parties", and each, individually, a "Party"). RECITALS WHEREAS, Sears is, among other things, (i) engaged in the business of selling merchandise and services through retail stores, catalogs and by other means, and (ii) directly and indirectly through certain of its subsidiaries, including the Bank, engaged in the Credit Card Business and the Financial Products Business (each as defined herein); WHEREAS, the Sears Credit Account Master Trust II was formed pursuant to that certain Pooling and Servicing Agreement, dated as of July 31, 1994, as amended and/or supplemented through the date of this Agreement and as it may be further amended and/or supplemented through the Closing Date to the extent permitted by this Agreement, including all Series Supplements thereto (the "Pooling Agreement"), by and among Sears, as servicer, SRFG, as seller, and The Bank of New York (as successor trustee to Bank One, National Association (formerly the First National Bank of Chicago)), as trustee; WHEREAS, pursuant to this Agreement, Sellers desire to sell to Purchaser, and Purchaser desires to purchase from Sellers, the Business pursuant to the terms contained and in the manner described herein; WHEREAS, on the date hereof, Sears, Sears IP and Citibank (USA) N.A., a national banking association and Affiliate of Purchaser, are entering into a Program Agreement (the "Program Agreement") in the form attached hereto as Exhibit A, to become effective as of the Closing under this Agreement, that provides for, among other things, the issuance of Sears proprietary cards and general purpose credit cards, the issuance of existing and new credit and financial products to be developed with Purchaser, the processing and servicing of the related accounts, and the conduct of related marketing activities; and {PAGE} WHEREAS, simultaneously with the Closing under this Agreement, Sellers, Purchaser and certain of their respective Affiliates desire to enter into other agreements in connection with the transactions contemplated hereby. AGREEMENT NOW, THEREFORE, in consideration of the mutual promises and covenants set forth below and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and intending to be legally bound, the Parties agree as follows: ARTICLE I DEFINITIONS Section 1.1 Certain Defined Terms. For the purposes of this Agreement, unless the context requires otherwise, the following terms shall have the following meanings: "Account" shall mean any account under which a purchase, cash advance or credit transaction may be or has been made by a Borrower by means of a Credit Card, which is recorded on the system of TSYS or the Sellers' internal systems, is designated as a Sears Card Account, Sears Blue Card Account, Sears Puerto Rico Card Account, Sears Premier Card Account, SearsCharge PLUS Account, Sears Home Improvement Account, Sears Commercial One Business Account, Sears Installed Home Improvement Account, Sears Modernizing Credit Plan Account, Sears Easy Pay Account, Sears Gold MasterCard Account, Sears Premier Gold MasterCard or The Great Indoors Gold MasterCard Account and established pursuant to an Account Agreement (including such accounts that are Charged-Off Accounts or otherwise impaired accounts) and owned by Sears or any of its Affiliates as of the Cut-Off Time. "Account Agreement" shall mean an account agreement (including related disclosure) between the Bank, Sears or Sears Puerto Rico, on the one hand, and the related Borrower, on the other, governing the terms and conditions of an Account, as such agreement may be amended, modified or otherwise changed from time to time (including pursuant to change of terms notices). "Acquired Cardholder Information" shall mean information included in the Master File or the Borrowers List. "Acquired Intellectual Property" shall mean the Intellectual Property (except as provided pursuant to the Licensing Agreement and the Transition Services Agreement) primarily used or held for use by Sellers and their Subsidiaries in the operations of the Business; provided, however, that in no event shall Acquired Intellectual Property include any Excluded Proprietary Information. "ADSP" shall mean the aggregate deemed sale price, as defined in Treasury Regulation Section 1.338-4. 176224	Citibank (USA) Citibank (USA) NA As referenced in this Purchase, Sale and Servicing Transfer Agreement: Citibank (USA) N – Purchaser, and Purchaser desires to purchase from Sellers, the Business pursuant to the terms contained and in the manner described herein; WHEREAS, on the date hereof, Sears, Sears IP and Citibank (USA) N .A., a national banking association and Affiliate of Purchaser, are entering into a Program Agreement (the "Program Agreement") in the form attached hereto as Exhibit A, to become effective _____________ Citibank USA, N – Floor 425 Park Avenue New York, New York 10043 Attn: Associate General Counsel Mergers & Acquisitions Facsimile: (212) 793-2402 Telephone confirmation: (212) 793-7589 86 {PAGE} With a copy to: Citibank USA, N .A. 701 East 602 Street North Sioux Falls, South Dakota 57104 Attn: General Counsel Facsimile: (605) 330-6745 Telephone confirmation: (605) 331-1567 With a copy to: Skadden, Arps, _____________ dt 1429390 ; McGraw-Hill Companies McGraw-Hill Companies Inc. ( Printing & Publishing ) As referenced in this Purchase, Sale and Servicing Transfer Agreement: McGraw-Hill Companies, Inc – Contract. Section 4.23. Ratings. Except as publicly disclosed prior to the date hereof, none of Standard & Poor's, a division of The McGraw-Hill Companies, Inc ., Moody's Investors Service, Inc., Fitch, Inc., doing business as Fitch Ratings, or A.M. Best has indicated that it has under _____________ dt 311119 ; Sears, Roebuck Sears, Roebuck & Co. ( Department & Discount ) ;	BNY Bank of New York ( Money Center Banks ) As referenced in this Purchase, Sale and Servicing Transfer Agreement: Bank of New York – thereto (the "Pooling Agreement"), by and among Sears, as servicer, SRFG, as seller, and The Bank of New York (as successor trustee to Bank One, National Association (formerly the First National Bank of Bank of New York, – and Servicing Agreement, dated as of October 25, 2002, among Sears, SFVT, Inc. and The Bank of New York, as trustee, as supplemented by the Series 2003-A Series Supplement, dated as of dt 42523 ; Bank One Bank One, NA ( Financial ) As referenced in this Purchase, Sale and Servicing Transfer Agreement: Bank One, Na – thereto (the "Pooling Agreement"), by and among Sears, as servicer, SRFG, as seller, and The Bank of New York (as successor trustee to Bank One, Na tional Association (formerly the First National Bank of Chicago)), as trustee; WHEREAS, pursuant to this Agreement, Sellers desire to sell to Purchaser, and _____________ dt 100135 ; More...
Preview Full Doc	2003	Program Agreement [Amended and Restated] Program Agreement [Amended and Restated] (219K) Doc #169358: Click preview link for longer preview. AMENDED AND RESTATED PROGRAM AGREEMENT AMENDED AND RESTATED PROGRAM AGREEMENT, dated as of July 15, 2003 (this Agreement), effective as of the Effective Date, by and among Sears, Roebuck and Co., a New York corporation (Sears), Sears Intellectual Property Management Company, a Delaware corporation and wholly-owned subsidiary of Sears (Sears IP Sub), and Citibank (USA) N.A., a national banking association (Purchaser). RECITALS WHEREAS, Sears is, among other things, (i) engaged in the business of selling merchandise and services through retail stores, catalogs and by other means; and (ii) directly and indirectly through certain of its subsidiaries engaged in the credit card business; WHEREAS, Citicorp, Sears and certain affiliates of Sears have entered into the Purchase, Sale and Servicing Transfer Agreement, dated as of even date hereof (the Purchase Agreement), pursuant to which Citicorp has agreed to acquire from Sears and its Subsidiaries, and Sears and its Subsidiaries have agreed to sell to Citicorp, certain assets and liabilities associated with Sears existing credit card and financial products business, on the terms and subject to the conditions of the Purchase Agreement; WHEREAS, the execution of this Agreement is a condition to the consummation of the transactions contemplated by the Purchase Agreement; WHEREAS, each of Sears and Purchaser desires to enter into a relationship for, among other things, the issuance of Sears proprietary cards and general purpose credit cards, the issuance of existing credit and financial and new credit and financial products to be developed with Purchaser, the processing and servicing of the related accounts and the conduct of related marketing activities, and amounts payable hereunder are attributable to such relationship; WHEREAS, contemporaneously with the execution and delivery of this Agreement, Sears and Purchaser are entering into a merchant agreement, which contains terms relating to authorizations, settlement procedures, merchandise returns, chargebacks and other operating procedures with respect to the program established hereunder, on the terms and subject to the conditions set forth in such merchant agreement; WHEREAS, contemporaneously with the execution and delivery of this Agreement, Sears, one of its subsidiaries and Purchaser are entering into a licensing agreement pursuant to which Purchaser will receive a license to use certain Sears trademarks on credit cards and financial products in connection with the program established hereunder, on the terms and subject to the conditions set forth in such licensing agreement; and WHEREAS, the parties entered into this Agreement as of July 15, 2003 and agreed to amend and restate this Agreement in its entirety as of November 3, 2003. NOW, THEREFORE, in consideration of the premises and mutual covenants hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows: ARTICLE I DEFINITIONS AND RULES OF CONSTRUCTION 1.1 Definitions. Account means any account under which a purchase, cash advance, convenience check or balance transfer transaction may be or has been made by or to a Person (or any Person authorized by such Person) pursuant to an Account Agreement established by Purchaser in accordance with this Agreement or any account that is an Acquired Account, and includes (i) all of the Account Documentation related to the account; and (ii) any and all other rights, remedies, benefits, interests and titles, whether legal or equitable, to which Purchaser may now or at any time hereafter be entitled in respect of the foregoing. Account Agreement means an account agreement (including related disclosures) between the Purchaser (including an assignee of Sears or an Affiliate of Sears under the Purchase Agreement) and a Cardholder governing the terms and conditions of an Account, as such agreement may be amended, modified or otherwise changed from time to time (including pursuant to change of terms notices). Account Application means a credit application submitted in order to establish an Account. Account Documentation means any and all documentation relating to an Account, however stored or kept, including Account Applications, Account Agreements, charge slips, related billing statements, card carriers and statement envelopes, and any other written or electronic documentation relating to a specific Account (other than Credit Policy or Financial Services Policy). Accounts Receivable means all amounts owing on an Account, including principal balances from outstanding purchases, balance transfers, convenience checks, cash advances, accrued finance charges (whether billed or unbilled), late charges and any other charges and fees assessed on the Account, less any payments and credits received in respect of the Account as of the close of business on any Business Day. Acquired Account means a Sears Credit Card account in existence as of the Effective Date and acquired by Purchaser under the Purchase Agreement. Additional Products has the meaning set forth in Section 4.5. Affiliate of any Person means any other Person that directly or indirectly controls, is controlled by or is under common control with, such Person. The -2- term control (including its correlative meanings controlled by and under common control with) means possession, directly or indirectly, of the power to direct or cause the direction of management or policies (whether through ownership of securities, partnership or other ownership interests, by contract or otherwise); provided, that neither Sears Canada nor Sears Mexico shall be considered an Affiliate of Sears for purposes of this Agreement. Affinity Patents has the meaning assigned to such term in Section 4.24(d)(1) of the Seller Disclosure Schedule to the Purchase Agreement. Agreement has the meaning set forth in the preamble hereto. Attributable Assets has the meaning set forth in Section 8.6(a). Bankruptcy Event means, with respect to any Person, the occurrence or existence of any of the following events or conditions: such Person (i) becomes insolvent or fails, is unable or admits in writing its inability to generally to pay its debts as they become due; (ii) makes a general assignment, arrangement or composition with or for the benefit of its creditors; (iii) institutes or has instituted against it an insolvency or bankruptcy case or proceeding or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors rights or a petition is presented, filed or commenced for its winding up or liquidation and any such case, proceeding or petition instituted or presented against it (A) results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding up or liquidation or (B) is not dismissed or discharged in each case within 60 days of the institution or presentation thereof; (iv) has a resolution passed for its winding-up or liquidation or for the presentation, filing or commencement of any petition, case or proceeding described in clauses (i) to (iii) above; (v) seeks or becomes subject to the appointment of an administrator, receiver, conservator, trustee, custodian or other similar official for it or for all or substantially all its assets (regardless of how brief such appointment may be, or whether any obligations are promptly assumed by another entity or whether any other event described in this clause (v) has occurred and is continuing); (vi) any event occurs with respect to it that, under the applicable Law of any jurisdiction, has an analogous effect to any of the events specified in clauses (i) through (v) above; or (vii) takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts or events specified in clauses (i) through (vi) above. Business Day means any day other than a Saturday, Sunday or a day on which banking institutions in Illinois, New York or South Dakota are authorized or obligated by law or executive order to be closed. Business Plan has the meaning set forth in Section 4.1. Card Association means MasterCard International, Inc. or any successor thereto as of the date hereof, and, in the case of any Additional Products, any other applicable card association (e.g., Visa International Inc. or Visa U.S.A. Inc.). Cardholder means the authorized holder of a Sears Credit Card. 169358	Citibank (USA) Citibank (USA) NA As referenced in this Program Agreement [Amended and Restated]: CITIBANK (USA) N – c80571exv10wa.htm AMENDED AND RESTATED PROGRAM AGREEMENT Exhibit 10(a) EXECUTION COPY AMENDED AND RESTATED PROGRAM AGREEMENT by and between SEARS, ROEBUCK AND CO., SEARS INTELLECTUAL PROPERTY MANAGEMENT COMPANY and CITIBANK (USA) N .A. Dated as of July 15, 2003, Amended and Restated as of November 3, 2003 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND RULES OF CONSTRUCTION 1.1 Definitions _____________ Citibank (USA) N – by and among Sears, Roebuck and Co., a New York corporation (Sears), Sears Intellectual Property Management Company, a Delaware corporation and wholly-owned subsidiary of Sears (Sears IP Sub), and Citibank (USA) N .A., a national banking association (Purchaser). RECITALS WHEREAS, Sears is, among other things, (i) engaged in the business of selling merchandise and services through retail stores, catalogs and by _____________ Citibank USA, N – Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, NY 10019 Attention: Andrew R. Brownstein Craig M. Wasserman Fax No.: (212) 403-2000 (b) If to the Purchaser: Citibank USA, N .A. 701 E. 60th North Sioux Falls, South Dakota 57105 Attn: General Counsel Fax No.: (605) 330-6745 with a copy to: Citicorp Credit Services, Inc. (USA) Four Parkway _____________ CITIBANK (USA) N – s/ Paul J. Liska Name: Paul J. Liska Title: President, Credit and Financial Products SEARS INTELLECTUAL PROPERTY MANAGEMENT COMPANY By /s/ Andrew R. Ginger Name: Andrew R. Ginger Title: President CITIBANK (USA) N .A By /s/ Douglas C. Morrison Name: Douglas C. Morrisson Title: Vice President Citicards Chief Financial Officer/O&T Finance -70- _____________ dt 1429389 ; Sears, Roebuck Sears, Roebuck & Co. ( Department & Discount ) ; Bank One Bank One Corp. ( Money Center Banks ) As referenced in this Program Agreement [Amended and Restated]: Bank One Corp – agreements for a Sears company purchasing card (including fleet cards), including pursuant to (A) the Sears corporate employee purchasing card currently issued by Bank One Corp oration and (B) the fleet card currently issued by the General Electric Corporation; (iv) offering or accepting the NTB card currently issued by _____________ dt 108896 ;	Citigroup Citigroup Inc. ( Money Center Banks ) As referenced in this Program Agreement [Amended and Restated]: Citigroup Inc – execution or ratification of, or any change in or amendment to, any Law that occurs on or after the Effective Date. Citigroup means Citigroup Inc . and, unless such Person becomes such through a Combination, any Successor to Citigroup Inc. that continues to own all or substantially all _____________ Citigroup Inc – occurs on or after the Effective Date. Citigroup means Citigroup Inc. and, unless such Person becomes such through a Combination, any Successor to Citigroup Inc . that continues to own all or substantially all of the assets of Citigroup Inc. Claim has the meaning set forth in Section _____________ Citigroup Inc – Person becomes such through a Combination, any Successor to Citigroup Inc. that continues to own all or substantially all of the assets of Citigroup Inc . Claim has the meaning set forth in Section 11.1(g). Closed Stores has the meaning set forth in Section 8.6( _____________ Citigroup Inc – Credit Services, Inc. (USA) Four Parkway North -66- Deerfield, IL 60015 Attn: General Manager Fax No.: (847) 579-3259 with a copy to: Citigroup Inc . Corporate Law Department 425 Park Avenue, 2nd Fl. New York, New York 10043 Attn: Associate General Counsel Mergers & Acquisitions Fax No.: (212) _____________ dt 148070 ; Skadden Skadden, Arps, Slate, Meagher & Flom LLP ( Legal ) As referenced in this Program Agreement [Amended and Restated]: Skadden, – Associate General Counsel Mergers & Acquisitions Fax No.: (212) 793-2402 With a copy to: Skadden, Arps, Slate, Meagher & Flom LLP Four Times Square New York, NY 10036 Attention: dt 34253 ; More...
Preview Full Doc	2003	Purchase, Sale and Servicing Transfer Agreement Purchase, Sale and Servicing Transfer Agreement (366K) Doc #310872: Click preview link for longer preview. PURCHASE, SALE AND SERVICING TRANSFER AGREEMENT BY AND AMONG SEARS, ROEBUCK AND CO., SEARS FINANCIAL HOLDING CORPORATION, SEARS NATIONAL BANK, SEARS ROEBUCK DE PUERTO RICO, INC., SEARS LIFE HOLDING CORP., SRFG, INC., SEARS INTELLECTUAL PROPERTY MANAGEMENT COMPANY, Certain Other Subsidiaries of Sears that are Signatories Hereto AND CITICORP DATED AS OF JULY 15, 2003 ================================================================================ {PAGE} TABLE OF CONTENTS PAGE ---- ARTICLE I DEFINITIONS Section 1.1. Certain Defined Terms........................................2 Section 1.2. Construction; Absence of Presumption........................17 Section 1.3. Headings; Definitions.......................................17 ARTICLE II SALE, CONVEYANCE AND ASSUMPTION Section 2.1. Purchase and Sale of the Acquired Subsidiary Stock..........17 Section 2.2. Purchase and Sale of Purchased Interests....................18 Section 2.3. Retained Assets.............................................20 Section 2.4. Assumed Liabilities.........................................21 Section 2.5. Retained Liabilities........................................22 Section 2.6. Allocation of Purchase Price................................23 ARTICLE III THE CLOSING AND POST-CLOSING ADJUSTMENTS Section 3.1. Closing.....................................................23 Section 3.2. Preliminary Information.....................................24 Section 3.3. Closing Purchase Price......................................24 Section 3.4. Sellers' Deliveries at Closing..............................24 Section 3.5. Purchaser's Deliveries at Closing...........................25 Section 3.6. Proceedings at Closing......................................26 Section 3.7. Delayed Closing.............................................26 Section 3.8. Closing Date Balance Sheet; Payments on the Settlement Date......................................27 Section 3.9. Delivery of Books and Records...............................30 Section 3.10. Transfer of Absolute Title; Filing of Financing Statements..30 Section 3.11. Power of Attorney...........................................31 Section 3.12. Post-Closing Payments on Account Receivables................31 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF SELLERS Section 4.1. Organization and Good Standing..............................31 Section 4.2. Acquired Subsidiary.........................................32 Section 4.3. Authorization; Binding Obligations..........................32 Section 4.4. No Conflicts................................................32 Section 4.5. Approvals...................................................33 i {PAGE} Section 4.6. Litigation..................................................33 Section 4.7. Compliance with Requirements of Law.........................33 Section 4.8. Transactions with Affiliates................................34 Section 4.9. Financial Statements........................................34 Section 4.10. Accounts....................................................36 Section 4.11. Trust; Securitization.......................................37 Section 4.12. Effective Transfer..........................................39 Section 4.13. Sufficiency of Assets.......................................39 Section 4.14. Employee Benefit Plans; Employee Matters....................39 Section 4.15. No Brokers or Finders.......................................41 Section 4.16. Undisclosed Liability.......................................41 Section 4.17. Real Property...............................................41 Section 4.18. Insurance...................................................43 Section 4.19. Licenses and Permits........................................43 Section 4.20. Absence of Certain Changes..................................43 Section 4.21. Marketing Agreements........................................44 Section 4.22. Certain Contracts...........................................44 Section 4.23. Ratings.....................................................45 Section 4.24. Intellectual Property.......................................45 Section 4.25. Taxes.......................................................46 Section 4.26. No Use of Borrower Lists....................................47 Section 4.27. Environmental Matters.......................................47 Section 4.28. No Other Representations or Warranties......................48 ARTICLE V REPRESENTATIONS AND WARRANTIES OF PURCHASER Section 5.1. Organization and Good Standing..............................48 Section 5.2. Authorization; Binding Obligations..........................48 Section 5.3. No Conflicts................................................48 Section 5.4. Approvals...................................................49 Section 5.5. Litigation..................................................49 Section 5.6. Compliance with Requirements of Law.........................49 Section 5.7. Licenses and Permits........................................50 Section 5.8. Servicing Qualifications....................................50 Section 5.9. Absence of Certain Changes..................................50 Section 5.10. Financing...................................................50 Section 5.11. Acquisition of Shares for Investment........................50 Section 5.12. No Brokers or Finders.......................................50 Section 5.13. No Inducement or Reliance; Independent Assessment...........50 ARTICLE VI COVENANTS Section 6.1. Conduct of Business.........................................51 Section 6.2. Access and Confidentiality..................................54 ii {PAGE} Section 6.3. Delivery of Securitization Transfer Agreements..............57 Section 6.4. Advice of Changes...........................................57 Section 6.5. Efforts; Filings............................................57 Section 6.6. No Solicitation.............................................58 Section 6.7. Further Assurances..........................................59 Section 6.8. Assignment of Contracts; Approvals and Consents.............60 Section 6.9. Notice of Proceedings.......................................61 Section 6.10. Guaranties; Letters of Credit; Intercompany Agreements......61 Section 6.11. Bulk Sales Law..............................................62 Section 6.12. IBM Master Agreement; Other Sears Service Provider Agreements.........................................62 Section 6.13. MasterCard Agreements.......................................62 Section 6.14. Notice to Cardholders.......................................63 310872	Citibank (USA) Citibank (USA) NA As referenced in this Purchase, Sale and Servicing Transfer Agreement: Citibank (USA) N – Purchaser, and Purchaser desires to purchase from Sellers, the Business pursuant to the terms contained and in the manner described herein; WHEREAS, on the date hereof, Sears, Sears IP and Citibank (USA) N .A., a national banking association and Affiliate of Purchaser, are entering into a Program Agreement (the "Program Agreement") in the form attached hereto as Exhibit A, to become effective _____________ Citibank USA, N – Floor 425 Park Avenue New York, New York 10043 Attn: Associate General Counsel Mergers & Acquisitions Facsimile: (212) 793-2402 Telephone confirmation: (212) 793-7589 86 {PAGE} With a copy to: Citibank USA, N .A. 701 East 602 Street North Sioux Falls, South Dakota 57104 Attn: General Counsel Facsimile: (605) 330-6745 Telephone confirmation: (605) 331-1567 With a copy to: Skadden, Arps, _____________ dt 1429391 ; Sears, Roebuck Sears, Roebuck & Co. ( Department & Discount ) ; BNY Bank of New York ( Money Center Banks ) As referenced in this Purchase, Sale and Servicing Transfer Agreement: Bank of New York – permitted by this Agreement, including all Series Supplements thereto (the "Pooling Agreement"), by and among Sears, as servicer, SRFG, as seller, and The Bank of New York (as successor trustee to Bank One, National Association (formerly the First National Bank of Chicago)), as trustee; WHEREAS, pursuant to this Agreement, _____________ Bank of New York, – Company (the "SLRR Credit Agreement") or the Pooling and Servicing Agreement, dated as of October 25, 2002, among Sears, SFVT, Inc. and The Bank of New York, as trustee, as supplemented by the Series 2003-A Series Supplement, dated as of March 21, 2003, as amended (collectively, the "SFVT _____________ dt 306068 ;	Bank One Bank One, NA ( Financial ) As referenced in this Purchase, Sale and Servicing Transfer Agreement: Bank One, Na – thereto (the "Pooling Agreement"), by and among Sears, as servicer, SRFG, as seller, and The Bank of New York (as successor trustee to Bank One, Na tional Association (formerly the First National Bank of Chicago)), as trustee; WHEREAS, pursuant to this Agreement, Sellers desire to sell to Purchaser, and _____________ dt 331054 ; Citigroup Citigroup Inc. ( Money Center Banks ) As referenced in this Purchase, Sale and Servicing Transfer Agreement: Citigroup Inc – York, New York 10043 (212) 559-1000 Attn: General Counsel Facsimile: (212) 793-2402 Telephone confirmation: (212) 793-7589 With a copy to: Citigroup Inc . 399 Park Avenue New York, New York 10043 (212) 559-1000 Attn: Deputy General Counsel Facsimile: (212) 793-2402 Telephone confirmation: (212) _____________ Citigroup Inc – New York 10043 (212) 559-1000 Attn: Deputy General Counsel Facsimile: (212) 793-2402 Telephone confirmation: (212) 793-7589 With a copy to: Citigroup Inc . Corporate Law Department 2nd Floor 425 Park Avenue New York, New York 10043 Attn: Associate General Counsel Mergers & Acquisitions Facsimile: (212) 793- _____________ dt 304757 ; More...
Preview Full Doc	2005	Subservicing Agreement Subservicing Agreement (74K) Doc #2179930: Click preview link for longer preview. SUBSERVICING AGREEMENT This SUBSERVICING AGREEMENT (this "Agreement") is entered into as of December 15, 2005, by and between Citibank USA, National Association, a national banking association (the "Subservicer") and The Student Loan Corporation, a Delaware corporation (the "Servicer"). WITNESSETH: WHEREAS, the Servicer provides servicing functions for SLC Student Loan Trust 2005-3 (the "Issuer") that include servicing and holding student loans which are . . . 2179930	Citibank (USA) Citibank (USA) NA As referenced in this Subservicing Agreement: Citibank USA, N – 10 {FILENAME}sl722288-ex99_4.txt {DESCRIPTION}SUBSERVICING AGREEMENT {TEXT} EXHIBIT 99.4 SUBSERVICING AGREEMENT This SUBSERVICING AGREEMENT (this "Agreement") is entered into as of December 15, 2005, by and between Citibank USA, N ational Association, a national banking association (the "Subservicer") and The Student Loan Corporation, a Delaware corporation (the "Servicer"). WITNESSETH: WHEREAS, the Servicer provides servicing functions for SLC Student Loan Trust _____________ Citibank USA, N – its services hereunder in accordance with the terms and provisions set forth in that certain Amended and Restated Agreement for Education Loan Servicing dated as of January 1, 2004 among Citibank USA, N .A., the Servicer and Citibank, N.A., as trustee for The Student Loan Corporation (the "2004 Agreement"). b. The Subservicer acknowledges that the Issuer shall be entitled to receive _____________ Citibank USA, N – 17 hereof. The Subservicer's appointment as custodian shall become effective as of the date of this Agreement and shall continue in full force and effect for so long as Citibank USA, N ational Association shall remain the Subservicer hereunder. If the Subservicer shall resign as Subservicer in accordance with the provisions of this Agreement or if all the rights and obligations of _____________ Citibank USA, N – If intended for the Servicer: The Student Loan Corporation 750 Washington Boulevard, 9th floor Stamford, Connecticut 06901 Attention: Daniel McHugh Fax No.: (203) 975-6299 If intended for the Subservicer: Citibank USA, N ational Association 701 East 60th Street North Lot 3, Block 3 Building 02/Floor 01/Zone 38 Sioux Falls, South Dakota 57104 Attention: Ruth Christopherson Fax No.: (605) 357-271 _____________ CITIBANK USA, N – RIGHT TO A JURY TRIAL. {PAGE} IN WITNESS WHEREOF, the parties have hereunto set their hands by their duly authorized officers as of the day and year first above written. CITIBANK USA, N ATIONAL ASSOCIATION, as Subservicer, By: /s/ Douglas C. Morrison ----------------------------------- Name: Douglas C. Morrison Title: Chief Financial Officer/O&T Finance THE STUDENT LOAN CORPORATION, as Servicer By: /s/ Bradley Svalberg ----------------------------------- _____________ dt 1667502 ; Citibank Citibank, NA As referenced in this Subservicing Agreement: Citibank, N.A. – the "Notes") pursuant to the Indenture, dated as of December 15, 2005 (the "Indenture"), by and among the Issuer, Wachovia Bank, National Association, as indenture trustee (the "Indenture Trustee"), and Citibank, N.A. , as indenture administrator (the "Indenture Administrator") and as eligible lender trustee, which Notes are payable from the assets of the Issuer; and WHEREAS, the Subservicer is engaged in the _____________ Citibank, N.A. – terms and provisions set forth in that certain Amended and Restated Agreement for Education Loan Servicing dated as of January 1, 2004 among Citibank USA, N.A., the Servicer and Citibank, N.A. , as trustee for The Student Loan Corporation (the "2004 Agreement"). b. The Subservicer acknowledges that the Issuer shall be entitled to receive all payments of principal, interest and late _____________ dt 1675855 ;	SLC Student Loan Trust 2005-3 SLC Student Loan Trust 2005-3 ; Wachovia Bank Wachovia Bank, NA ( Financial ) As referenced in this Subservicing Agreement: Wachovia Bank, Na – such capacity, the "Servicer"); and WHEREAS, the Issuer will issue notes (the "Notes") pursuant to the Indenture, dated as of December 15, 2005 (the "Indenture"), by and among the Issuer, Wachovia Bank, Na tional Association, as indenture trustee (the "Indenture Trustee"), and Citibank, N.A., as indenture administrator (the "Indenture Administrator") and as eligible lender trustee, which Notes are payable from the assets _____________ dt 1652896
Preview Full Doc	2006	Subservicing Agreement Subservicing Agreement (76K) Doc #2180558: Click preview link for longer preview. SUBSERVICING AGREEMENT This SUBSERVICING AGREEMENT (this "Agreement") is entered into as of June 28, 2006, by and between Citibank USA, National Association, a national banking association (the "Subservicer") and The Student Loan Corporation, a Delaware corporation (the "Servicer"). WITNESSETH: WHEREAS, the Servicer provides servicing functions for SLC Student Loan Trust 2006-1 (the "Issuer") that include servicing and holding student loans which are . . . 2180558	Citibank (USA) Citibank (USA) NA As referenced in this Subservicing Agreement: Citibank USA, N – 12 {FILENAME}st731574-ex99_4.txt {DESCRIPTION}SUBSERVICING AGREEMENT {TEXT} EXHIBIT 99.4 SUBSERVICING AGREEMENT This SUBSERVICING AGREEMENT (this "Agreement") is entered into as of June 28, 2006, by and between Citibank USA, N ational Association, a national banking association (the "Subservicer") and The Student Loan Corporation, a Delaware corporation (the "Servicer"). WITNESSETH: WHEREAS, the Servicer provides servicing functions for SLC Student Loan Trust _____________ Citibank USA, N – its services hereunder in accordance with the terms and provisions set forth in that certain Amended and Restated Agreement for Education Loan Servicing dated as of January 1, 2004 among Citibank USA, N .A., the Servicer and Citibank, N.A., as trustee for The Student Loan Corporation (the "2004 Agreement"). b. The Subservicer acknowledges that the Issuer shall be entitled to receive _____________ Citibank USA, N – 17 hereof. The Subservicer's appointment as custodian shall become effective as of the date of this Agreement and shall continue in full force and effect for so long as Citibank USA, N ational Association shall remain the Subservicer hereunder. If the Subservicer shall resign as Subservicer in accordance with the provisions of this Agreement or if all the rights and obligations of _____________ Citibank USA, N – If intended for the Servicer: The Student Loan Corporation 750 Washington Boulevard, 9th floor Stamford, Connecticut 06901 Attention: Daniel McHugh Fax No.: (203) 975-6299 If intended for the Subservicer: Citibank USA, N ational Association 701 East 60th Street North Lot 3, Block 3 Building 02/Floor 01/Zone 38 Sioux Falls, South Dakota 57104 Attention: Ruth Christopherson Fax No.: (605) 357-271 _____________ CITIBANK USA, N – to a jury trial. -19- {PAGE} IN WITNESS WHEREOF, the parties have hereunto set their hands by their duly authorized officers as of the day and year first above written. CITIBANK USA, N ATIONAL ASSOCIATION, as Subservicer, By: /s/ Donna L. Van Bockern ---------------------------------- Name: Donna L. Van Bockern, VP Title: Senior Manager Citi Cards GEID 0000176745 CBSD MC 1135 Phone (605) 331-1965 _____________ dt 1667503 ; Citibank Citibank, NA As referenced in this Subservicing Agreement: Citibank, N.A. – Notes") pursuant to the Indenture, dated as of June 28, 2006 (the "Indenture"), by and among the Issuer, U.S. Bank National Association, as indenture trustee (the "Indenture Trustee"), and Citibank, N.A. , as indenture administrator (the "Indenture Administrator") and as eligible lender trustee, which Notes are payable from the assets of the Issuer; and WHEREAS, the Subservicer is engaged in the _____________ Citibank, N.A. – terms and provisions set forth in that certain Amended and Restated Agreement for Education Loan Servicing dated as of January 1, 2004 among Citibank USA, N.A., the Servicer and Citibank, N.A. , as trustee for The Student Loan Corporation (the "2004 Agreement"). b. The Subservicer acknowledges that the Issuer shall be entitled to receive all payments of principal, interest and late _____________ dt 1675856 ;	SLC Student Loan Trust 2006-1 SLC Student Loan Trust 2006-1 ; U.S. Bank, NA U.S. Bank, NA ( Financial ) As referenced in this Subservicing Agreement: U.S. Bank National Association, – such capacity, the "Servicer"); and WHEREAS, the Issuer will issue notes (the "Notes") pursuant to the Indenture, dated as of June 28, 2006 (the "Indenture"), by and among the Issuer, U.S. Bank National Association, as indenture trustee (the "Indenture Trustee"), and Citibank, N.A., as indenture administrator (the "Indenture Administrator") and as eligible lender trustee, which Notes are payable from the assets of _____________ dt 1643397
Preview Full Doc	2005	Subservicing Agreement Subservicing Agreement (75K) Doc #2184699: Click preview link for longer preview. SUBSERVICING AGREEMENT This SUBSERVICING AGREEMENT (this "Agreement") is entered into as of September 28, 2005, by and between Citibank USA, National Association, a national banking association (the "Subservicer") and The Student Loan Corporation, a Delaware corporation (the "Servicer"). WITNESSETH: WHEREAS, the Servicer provides servicing functions for SLC Student Loan Trust 2005-2 (the "Issuer") that include servicing and holding student loans which . . . 2184699	Citibank (USA) Citibank (USA) NA As referenced in this Subservicing Agreement: Citibank USA, N – 10 {FILENAME}sl716906-ex99_4.txt {DESCRIPTION}SUBSERVICING AGREEMENT {TEXT} EXHIBIT 99.4 SUBSERVICING AGREEMENT This SUBSERVICING AGREEMENT (this "Agreement") is entered into as of September 28, 2005, by and between Citibank USA, N ational Association, a national banking association (the "Subservicer") and The Student Loan Corporation, a Delaware corporation (the "Servicer"). WITNESSETH: WHEREAS, the Servicer provides servicing functions for SLC Student Loan Trust _____________ Citibank USA, N – its services hereunder in accordance with the terms and provisions set forth in that certain Amended and Restated Agreement for Education Loan Servicing dated as of January 1, 2004 among Citibank USA, N .A., the Servicer and Citibank, N.A., as trustee for The Student Loan Corporation (the "2004 Agreement"). b. The Subservicer acknowledges that the Issuer shall be entitled to receive _____________ Citibank USA, N – 17 hereof. The Subservicer's appointment as custodian shall become effective as of the date of this Agreement and shall continue in full force and effect for so long as Citibank USA, N ational Association shall remain the Subservicer hereunder. If the Subservicer shall resign as Subservicer in accordance with the provisions of this Agreement or if all the rights and obligations of _____________ Citibank USA, N – If intended for the Servicer: The Student Loan Corporation 750 Washington Boulevard, 9th floor Stamford, Connecticut 06901 Attention: Daniel McHugh Fax No.: (203) 975-6299 If intended for the Subservicer: Citibank USA, N ational Association 701 East 60th Street North Lot 3, Block 3 Building 02/Floor 01/Zone 38 Sioux Falls, South Dakota 57104 Attention: Ruth Christopherson Fax No.: (605) 357-271 _____________ CITIBANK USA, N – TO A JURY TRIAL. -19- {PAGE} IN WITNESS WHEREOF, the parties have hereunto set their hands by their duly authorized officers as of the day and year first above written. CITIBANK USA, N ATIONAL ASSOCIATION, as Subservicer, By: /s/ Scott Christensen ------------------------------------ Name: Scott Christensen Title: Vice President THE STUDENT LOAN CORPORATION, as Servicer By: /s/ Bradley Svalberg ------------------------------------ Name: Bradley Svalberg Title: Treasurer {PAGE} _____________ dt 1667504 ; Citibank Citibank, NA As referenced in this Subservicing Agreement: Citibank, N.A. – the "Notes") pursuant to the Indenture, dated as of September 28, 2005 (the "Indenture"), by and among the Issuer, Wachovia Bank, National Association, as indenture trustee (the "Indenture Trustee"), and Citibank, N.A. , as indenture administrator (the "Indenture Administrator") and as eligible lender trustee, which Notes are payable from the assets of the Issuer; and WHEREAS, the Subservicer is engaged in the _____________ Citibank, N.A. – terms and provisions set forth in that certain Amended and Restated Agreement for Education Loan Servicing dated as of January 1, 2004 among Citibank USA, N.A., the Servicer and Citibank, N.A. , as trustee for The Student Loan Corporation (the "2004 Agreement"). b. The Subservicer acknowledges that the Issuer shall be entitled to receive all payments of principal, interest and late _____________ dt 1675858 ;	SLC Student Loan Trust 2005-2 SLC Student Loan Trust 2005-2 ; Wachovia Bank Wachovia Bank, NA ( Financial ) As referenced in this Subservicing Agreement: Wachovia Bank, Na – such capacity, the "Servicer"); and WHEREAS, the Issuer will issue notes (the "Notes") pursuant to the Indenture, dated as of September 28, 2005 (the "Indenture"), by and among the Issuer, Wachovia Bank, Na tional Association, as indenture trustee (the "Indenture Trustee"), and Citibank, N.A., as indenture administrator (the "Indenture Administrator") and as eligible lender trustee, which Notes are payable from the assets _____________ dt 1652900
Preview Full Doc	2006	Subservicing Agreement Subservicing Agreement (76K) Doc #2184730: Click preview link for longer preview. SUBSERVICING AGREEMENT This SUBSERVICING AGREEMENT (this "Agreement") is entered into as of June 28, 2006, by and between Citibank USA, National Association, a national banking association (the "Subservicer") and The Student Loan Corporation, a Delaware corporation (the "Servicer"). WITNESSETH: WHEREAS, the Servicer provides servicing functions for SLC Student Loan Trust 2006-1 (the "Issuer") that include servicing and holding student loans which are . . . 2184730	Citibank (USA) Citibank (USA) NA As referenced in this Subservicing Agreement: Citibank USA, N – 12 {FILENAME}st731574-ex99_4.txt {DESCRIPTION}SUBSERVICING AGREEMENT {TEXT} EXHIBIT 99.4 SUBSERVICING AGREEMENT This SUBSERVICING AGREEMENT (this "Agreement") is entered into as of June 28, 2006, by and between Citibank USA, N ational Association, a national banking association (the "Subservicer") and The Student Loan Corporation, a Delaware corporation (the "Servicer"). WITNESSETH: WHEREAS, the Servicer provides servicing functions for SLC Student Loan Trust _____________ Citibank USA, N – its services hereunder in accordance with the terms and provisions set forth in that certain Amended and Restated Agreement for Education Loan Servicing dated as of January 1, 2004 among Citibank USA, N .A., the Servicer and Citibank, N.A., as trustee for The Student Loan Corporation (the "2004 Agreement"). b. The Subservicer acknowledges that the Issuer shall be entitled to receive _____________ Citibank USA, N – 17 hereof. The Subservicer's appointment as custodian shall become effective as of the date of this Agreement and shall continue in full force and effect for so long as Citibank USA, N ational Association shall remain the Subservicer hereunder. If the Subservicer shall resign as Subservicer in accordance with the provisions of this Agreement or if all the rights and obligations of _____________ Citibank USA, N – If intended for the Servicer: The Student Loan Corporation 750 Washington Boulevard, 9th floor Stamford, Connecticut 06901 Attention: Daniel McHugh Fax No.: (203) 975-6299 If intended for the Subservicer: Citibank USA, N ational Association 701 East 60th Street North Lot 3, Block 3 Building 02/Floor 01/Zone 38 Sioux Falls, South Dakota 57104 Attention: Ruth Christopherson Fax No.: (605) 357-271 _____________ CITIBANK USA, N – to a jury trial. -19- {PAGE} IN WITNESS WHEREOF, the parties have hereunto set their hands by their duly authorized officers as of the day and year first above written. CITIBANK USA, N ATIONAL ASSOCIATION, as Subservicer, By: /s/ Donna L. Van Bockern ---------------------------------- Name: Donna L. Van Bockern, VP Title: Senior Manager Citi Cards GEID 0000176745 CBSD MC 1135 Phone (605) 331-1965 _____________ dt 1667505 ; Citibank Citibank, NA As referenced in this Subservicing Agreement: Citibank, N.A. – Notes") pursuant to the Indenture, dated as of June 28, 2006 (the "Indenture"), by and among the Issuer, U.S. Bank National Association, as indenture trustee (the "Indenture Trustee"), and Citibank, N.A. , as indenture administrator (the "Indenture Administrator") and as eligible lender trustee, which Notes are payable from the assets of the Issuer; and WHEREAS, the Subservicer is engaged in the _____________ Citibank, N.A. – terms and provisions set forth in that certain Amended and Restated Agreement for Education Loan Servicing dated as of January 1, 2004 among Citibank USA, N.A., the Servicer and Citibank, N.A. , as trustee for The Student Loan Corporation (the "2004 Agreement"). b. The Subservicer acknowledges that the Issuer shall be entitled to receive all payments of principal, interest and late _____________ dt 1675860 ;	SLC Student Loan Receivables I Inc SLC Student Loan Receivables I Inc ; U.S. Bank, NA U.S. Bank, NA ( Financial ) As referenced in this Subservicing Agreement: U.S. Bank National Association, – such capacity, the "Servicer"); and WHEREAS, the Issuer will issue notes (the "Notes") pursuant to the Indenture, dated as of June 28, 2006 (the "Indenture"), by and among the Issuer, U.S. Bank National Association, as indenture trustee (the "Indenture Trustee"), and Citibank, N.A., as indenture administrator (the "Indenture Administrator") and as eligible lender trustee, which Notes are payable from the assets of _____________ dt 1643407
Preview Full Doc	2006	Subservicing Agreement Subservicing Agreement (63K) Doc #2669421: Click preview link for longer preview. SUBSERVICING AGREEMENT This SUBSERVICING AGREEMENT (this ï¿½Agreementï¿½) is entered into as of December 15, 2006, by and between Citibank (South Dakota), National Association, a national banking association (the ï¿½Subservicerï¿½) and The Student Loan Corporation, a Delaware corporation (the ï¿½Servicerï¿½). WITNESSETH: WHEREAS, the Servicer provides servicing functions for SLC Private Student Loan Trust 2006-A (the ï¿½Issuerï¿½) that include servicing and holding student loans which are not guaranteed under a guarantee program established pursuant to the requirements of the Higher Education Act of 1965, . . . 2669421	Citibank (USA) Citibank (USA) NA As referenced in this Subservicing Agreement: Citibank USA, N – provisions set forth in that certain Amended and Restated Agreement for Education Loan Servicing dated as of January 1, 2004 among Citibank (South Dakota), National Association (successor by merger to Citibank USA, N .A.), the Servicer and Citibank, N.A., as trustee for The Student Loan Corporation (the 2004 Agreement). b. The Subservicer acknowledges that the Issuer shall be entitled to receive _____________ dt 1667506 ; Citibank Citibank, NA As referenced in this Subservicing Agreement: Citibank, N.A. – Notes) pursuant to the Indenture, dated as of December 15, 2006 (the Indenture), by and among the Issuer, U.S. Bank National Association, as indenture trustee (the Indenture Trustee), and Citibank, N.A. , as indenture administrator (the Indenture Administrator), which Notes are payable from the assets of the Issuer; and WHEREAS, the Subservicer is engaged in the business of providing, among other _____________ Citibank, N.A. – and Restated Agreement for Education Loan Servicing dated as of January 1, 2004 among Citibank (South Dakota), National Association (successor by merger to Citibank USA, N.A.), the Servicer and Citibank, N.A. , as trustee for The Student Loan Corporation (the 2004 Agreement). b. The Subservicer acknowledges that the Issuer shall be entitled to receive all payments of principal, interest and late _____________ dt 1675962 ;	SLC Private Student Loan Trust 2006-a SLC Private Student Loan Trust 2006-a ; U.S. Bank, NA U.S. Bank, NA ( Financial ) As referenced in this Subservicing Agreement: U.S. Bank National Association, – such capacity, the Servicer); and WHEREAS, the Issuer will issue notes (the Notes) pursuant to the Indenture, dated as of December 15, 2006 (the Indenture), by and among the Issuer, U.S. Bank National Association, as indenture trustee (the Indenture Trustee), and Citibank, N.A., as indenture administrator (the Indenture Administrator), which Notes are payable from the assets of the Issuer; and WHEREAS, the _____________ dt 1644512

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