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Preview Full Doc	2003	CII Financial Announces Redemption of All Outstanding 9 1/2% Senior Debentures Due September 15, 2004 CII Financial Announces Redemption of All Outstanding 9 1/2% Senior Debentures Due September 15, 2004 (4K) Doc #300600: Click preview link for longer preview. Exhibit 99.1 CII FINANCIAL, INC. California Indemnity Insurance Company Commercial Casualty Insurance Company subsidiaries of Sierra Health Services, Inc. P.O. Box 15645, Las Vegas, Nevada 89114-5645 PRESS RELEASE FOR IMMEDIATE RELEASE --------------------- CONTACTS: Peter O'Neill John Okita VP, Public &Investor Relations Chief Financial Officer (702) 242-7156 (702) 242-7531 CII FINANCIAL ANNOUNCES REDEMPTION OF ALL OUTSTANDING 9 1/2% SENIOR DEBENTURES DUE SEPTEMBER 15, 2004 *Las Vegas, May 5, 2003* - CII Financial, Inc. today announced that a Notice of Redemption for all its outstanding 9 1/2% Senior Debentures due September 15, 2004 (CUSIP No. 12551LAC5) was mailed to registered debenture holders. As of May 5, 2003, $14,963,000 aggregate principal amount of the Senior Debentures was outstanding. The redemption date will be June 3, 2003. The total redemption price is $1,045.58333 per $1,000 principal amount of Senior Debentures. This price includes the applicable redemption premium of $25.00 plus $20.58333 accrued interest to the redemption date. The redemption price will become due and payable upon each such Senior Debenture to be redeemed on June 3, 2003. Interest on the Senior Debentures will cease to accrue on and after June 3, 2003. In order to collect the redemption price, registered holders must surrender their Senior Debentures at one of the addresses listed below. By Registered or Certified Mail: Wells Fargo Bank Minnesota, N.A. Attn: Corporate Trust Operations MAC N9303-121 P.O. Box 1517 Minneapolis, MN 55480-1517 If in person, by hand: Wells Fargo Bank Minnesota, N.A. 608 Second Avenue South Corporate Trust Operations, 12th Floor Minneapolis, MN 55402 By Air Courier: Wells Fargo Bank Minnesota, N.A. Attn: Corporate Trust Operations MAC Code: N9303-121 Sixth and Marquette Minneapolis, MN 55479 ---more--- CII Financial Announces Redemption of Debentures p.2/2/2/2/2 Wells Fargo policy will not allow its Corporate Trust Services to hold any securities longer than 30 days. Additionally, a $25.00 wire transfer fee will be deducted from each payment requested to be made by wire. When inquiring about this redemption, holders of the Senior Debentures must have the bond number available and must inform the Wells Fargo customer service representative of the CUSIP number. Wells Fargo customer service can be reached at 612-667-9764 or Toll Free at 1-800-344-5128. Senior Debentures that are held in "street name" will be notified via the Depository Trust Company System. CII Financial is a holding company primarily engaged in writing workers' compensation insurance in nine western and mid-western states through its wholly owned subsidiaries, California Indemnity Insurance Company, Commercial Casualty Insurance Company, Sierra Insurance Company of Texas and CII Insurance Company. CII Financial is a wholly owned subsidiary of Sierra Health Services, Inc. (NYSE:SIE), a diversified health care services company based in Las Vegas. ### 300600	Wells Fargo Bank Wells Fargo Bank Minnesota, NA ( Financial ) As referenced in this CII Financial Announces Redemption of All Outstanding 9 1/2% Senior Debentures Due September 15, 2004: Wells Fargo Bank Minnesota, N.A. – collect the redemption price, registered holders must surrender their Senior Debentures at one of the addresses listed below. By Registered or Certified Mail: Wells Fargo Bank Minnesota, N.A. Attn: Corporate Trust Operations MAC N9303-121 P.O. Box 1517 Minneapolis, MN 55480-1517 If in person, by hand: Wells Fargo _____________ Wells Fargo Bank Minnesota, N.A. – Minnesota, N.A. Attn: Corporate Trust Operations MAC N9303-121 P.O. Box 1517 Minneapolis, MN 55480-1517 If in person, by hand: Wells Fargo Bank Minnesota, N.A. 608 Second Avenue South Corporate Trust Operations, 12th Floor Minneapolis, MN 55402 By Air Courier: Wells Fargo Bank Minnesota, N.A. Attn: _____________ Wells Fargo Bank Minnesota, N.A. – by hand: Wells Fargo Bank Minnesota, N.A. 608 Second Avenue South Corporate Trust Operations, 12th Floor Minneapolis, MN 55402 By Air Courier: Wells Fargo Bank Minnesota, N.A. Attn: Corporate Trust Operations MAC Code: N9303-121 Sixth and Marquette Minneapolis, MN 55479 ---more--- CII Financial Announces Redemption of Debentures p. _____________ dt 265403 ;	Sierra Health Sierra Health Services, Inc. ( Accident & Health Insurance ) As referenced in this CII Financial Announces Redemption of All Outstanding 9 1/2% Senior Debentures Due September 15, 2004: Sierra Health Services, Inc – Exhibit 99.1 CII FINANCIAL, INC. California Indemnity Insurance Company Commercial Casualty Insurance Company subsidiaries of Sierra Health Services, Inc . P.O. Box 15645, Las Vegas, Nevada 89114-5645 PRESS RELEASE FOR IMMEDIATE RELEASE --------------------- CONTACTS: Peter O'Neill John Okita VP, Public & _____________ Sierra Health Services, Inc – Insurance Company, Commercial Casualty Insurance Company, Sierra Insurance Company of Texas and CII Insurance Company. CII Financial is a wholly owned subsidiary of Sierra Health Services, Inc . (NYSE:SIE), a diversified health care services company based in Las Vegas. ### _____________ dt 265714
Preview Full Doc	2002	364-Day Revolving Credit Agreement 364-Day Revolving Credit Agreement (341K) Doc #355319: Click preview link for longer preview. $155,000,000 364-DAY REVOLVING CREDIT AGREEMENT DATED AS OF MAY 10, 2002 AMONG WORTHINGTON INDUSTRIES, INC., THE LENDERS FROM TIME TO TIME PARTY HERETO, PNC BANK, NATIONAL ASSOCIATION, AS SWINGLINE LENDER AND ADMINISTRATIVE AGENT, AND FIRST UNION SECURITIES, INC. AND PNC CAPITAL MARKETS, INC., AS CO-SYNDICATION AGENTS ----------------------------- FIRST UNION SECURITIES, INC. AND PNC CAPITAL MARKETS, INC., AS CO-LEAD ARRANGERS ================================================================================ {PAGE} 364-DAY REVOLVING CREDIT AGREEMENT This 364-Day Revolving Credit Agreement is dated as of May 10, 2002 and is among WORTHINGTON INDUSTRIES, INC., an Ohio corporation (the "BORROWER"), the banks and other financial institutions from time to time party hereto (the "LENDERS"), PNC BANK, NATIONAL ASSOCIATION, Swingline Lender and Administrative Agent. The Borrower has requested the Lenders to provide a revolving credit facility to the Borrower in the aggregate principal amount of $155,000,000 for the purposes hereinafter set forth. The Lenders are willing to make the requested credit facility available to the Borrower on the terms and conditions set forth herein. Accordingly, in consideration of the mutual agreements set forth herein, the parties hereto agree as follows: ARTICLE I DEFINITIONS AND ACCOUNTING TERMS SECTION 1.01 DEFINED TERMS. As used in this Agreement, the following terms shall have the meanings set forth below: "ABSOLUTE RATE AUCTION" means a solicitation of Competitive Bids setting forth Competitive Bid Absolute Rates pursuant to SECTION 2.03 for Competitive Bid Loans. "ACTIVE RESTRICTED SUBSIDIARY" means a Restricted Subsidiary having a net worth in excess of $1,000,000. "ADDITIONAL SENIOR INDEBTEDNESS" means Indebtedness of the Borrower incurred after the Closing Date which is secured on a pari passu basis by the Collateral (as defined in the Pledge Agreement). "ADJUSTED CONSOLIDATED OPERATING INCOME" means, for any period, the consolidated operating income (or loss) of the Borrower and its Consolidated Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP; PROVIDED, that there shall be excluded from the calculation of Adjusted Consolidated Operating Income (i) the income (or loss) of any consolidated joint venture, except to the extent that any such income is actually received by the Borrower or any such Consolidated Subsidiary in the form of dividends or other distributions during such period and (ii) any effect which would otherwise result from the Consolidation Plan. "ADMINISTRATIVE AGENT" means PNC Bank, National Association, in its capacity as administrative agent for the Lenders hereunder and under the other Loan Documents, and its successor or successors in such capacity. "ADMINISTRATIVE AGENT'S OFFICE" means the Administrative Agent's address and, as appropriate, account as set forth on SCHEDULE 10.02, or such other address and account as the Administrative Agent may from time to time notify to the Borrower and the Lenders. "AFFILIATE" means, as to any Person, any other Person directly or indirectly controlling, controlled by, or under direct or indirect common control with, such Person. A Person shall be deemed to be "controlled by" any other Person if such other Person possesses, directly or indirectly, power (i) to vote 10% or more of the securities (on a fully diluted basis) having ordinary voting power for the election {PAGE} of directors or managing general partners or (ii) to direct or cause the direction of the management and policies of such Person, whether by contract or otherwise. "AGENT" means the Administrative Agent or the Co-Syndication Agents and any successors and assigns in such capacity, and "AGENTS" means any two or more of them. "AGENT-RELATED PERSONS" means any Agent, together with its Affiliates (including in the case of PNC Bank, National Association in its capacity as the Administrative Agent), and the officers, directors, employees, agents and attorneys-in-fact of such Person and its Affiliates. "AGREEMENT" means this Agreement, as amended, restated, supplemented or otherwise modified from time to time. "APPLICABLE INTERBANK OFFERED RATE" for any Eurodollar Loan for the Interest Period applicable thereto means: (i) the rate per annum equal to the rate determined by the Administrative Agent to be the offered rate that appears on display page 3750 of the Telerate screen (or any successor thereto) that displays the average British Bankers Association Interest Settlement Rate for deposits in Dollars (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period, determined as of approximately 11:00 A.M. (London time) two Business Days prior to the first day of such Interest Period; or (ii) if the rate referenced in CLAUSE (i) above does not appear on such page or service or such page or service shall cease to be available, the rate per annum equal to the rate determined by the Administrative Agent to be the offered rate that appears on such other page or service that displays an average British Bankers Association Interest Settlement Rate for deposits in Dollars (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period, determined as of approximately 11:00 A.M. two Business Days prior to the first day of such Interest Period; or (iii) if the rates referenced in the preceding CLAUSES (i) and (ii) are not available, the rate per annum determined by the Administrative Agent as the rate of interest (rounded upwards to the next 1/100th of 1%) at which deposits in Dollars for delivery on the first day of such Interest Period in same day funds in the approximate amount of the Eurodollar Loan being made, continued or converted with a term equivalent to such Interest Period would be offered by PNC Bank, National Association or one of its Affiliates to major banks in the offshore market for Dollars at their request at approximately 11:00 A.M. (London time) two Business Days prior to the first day of such Interest Period. "APPLICABLE LENDING OFFICE" means with respect to any Lender and for each Class and Type of Loan, the "Lending Office" of such Lender (or of an Affiliate of such Lender) designated for such Class and Type of Loan on SCHEDULE 10.02 or such other office of such Lender (or of an Affiliate of such Lender) as such Lender may from time to time specify to the Administrative Agent and the Borrower as the office by which its Loans of such Class and Type are to be made and maintained; PROVIDED, that any Lender may from time to time by notice to the Borrower and the Administrative Agent (x) designate separate Eurodollar Lending Offices for loans in different currencies, in which case all references herein to the Applicable Lending Office of such Lender shall, with respect to its Eurodollar Loans, be deemed to refer to any or all of such offices, as the context may require, and (y) designate separate Competitive Bid Lending Offices for (A) its Competitive Bid LIBOR Loans, (B) its Competitive Bid Absolute Rate Loans and (C) its Competitive Bid Loans in different currencies, in which case all -2- {PAGE} references herein to the Applicable Lending Office of such Lender shall, with respect to such Loans, be deemed to refer to any or all of such offices, as the context may require. "APPLICABLE MARGIN" means, for purposes of calculating (i) the applicable interest rate for any day for any Base Rate Loans or Eurodollar Loans, (ii) the applicable rate for the Facility Fee for any day for purposes of SECTION 2.11(a) or (iii) the applicable rate for the Utilization Fee for any day for purposes of SECTION 2.11(b), the appropriate applicable percentage set forth below corresponding to then current Worthington's Ratings: {TABLE} {CAPTION} ===================== ====================== ========================= ===================== ============================ Applicable Applicable Percentage for Worthington's Applicable Percentage Percentage for Base Eurodollar Ratings (S&P/Moody's) for Facility Fees Rate Loans Loans --------------------- ---------------------- ------------------------- --------------------- ---------------------------- {S} {C} {C} {C} {C} .400% Category A: A-/A3 or higher .100% 0% --------------------- ---------------------- ------------------------- --------------------- ---------------------------- Category B: BBB+/Baa1 .125% 0% .500% --------------------- ---------------------- ------------------------- --------------------- ---------------------------- Category C: BBB/Baa2 .150% 0% .600% --------------------- ---------------------- ------------------------- --------------------- ---------------------------- Category D: BBB-/Baa3 .175% 0% .700% --------------------- ---------------------- ------------------------- --------------------- ---------------------------- Category E: BB+/Ba1 or .250% 0% 1.25% lower or unrated ===================== ====================== ========================= ===================== ============================ {/TABLE} {TABLE} {CAPTION} ======================= ====================== ============================= ============================= Applicable Percentage for Applicable Percentage for Worthington's Utilization Fee: Utilization Fee: Ratings (S&P/Moody's) Usage } 33% of Commitments Usage } 66% of Commitments ----------------------- ---------------------- ----------------------------- ----------------------------- {S} {C} {C} {C} Category A: A-/A3 or higher .125% .250% ----------------------- ---------------------- ----------------------------- ----------------------------- Category B: BBB+/Baa1 .125% .250% ----------------------- ---------------------- ----------------------------- ----------------------------- Category C: BBB/Baa2 .125% .250% ----------------------- ---------------------- ----------------------------- ----------------------------- Category D: BBB-/Baa3 .125% .250% ----------------------- ---------------------- ----------------------------- ----------------------------- Category E: BB+/Ba1 or .125% .250% lower or unrated ======================= ====================== ============================= ============================= {/TABLE} -3- {PAGE} Initially, the Applicable Margins for Base Rate Loans and Eurodollar Loans and the applicable rate for Facility Fees shall be based upon Worthington's Ratings specified in the certificate delivered pursuant to SECTION 4.01(d)(ii) of this Agreement. Thereafter, each change in the Applicable Margins for Base Rate Loans and Eurodollar Loans and the applicable rate for Facility Fees shall be effective during the period commencing on the date of a public announcement with respect to a change in Worthington's Ratings and ending on the date immediately preceding the effective date of the next such change, if any. In the event a rating differential of one level exists, Worthington's Ratings shall be deemed to be the higher of the two ratings. In the event a rating differential of more than one level exists, Worthington's Ratings shall be deemed to be one level below the higher rating. "APPROVED FUND" means (i) with respect to any Lender, an entity (whether a corporation, partnership, limited liability company, trust or otherwise) that is engaged in making, purchasing, holding or otherwise investing in bank loans and similar extensions of credit in the ordinary course of its business and is managed by such Lender or an Affiliate of such Lender, (ii) with respect to any Lender that is a fund that invests in bank loans and similar extensions of credit, any other fund that invests in bank loans and similar extensions of credit and is managed by the same investment advisor as such Lender or by an Affiliate of such investment advisor and (iii) any special purpose funding vehicle described in SECTION 10.06(h). "ASSIGNMENT AND ACCEPTANCE" means an Assignment and Acceptance, substantially in the form of EXHIBIT C hereto, under which an interest of a Lender hereunder is transferred to an Eligible Assignee pursuant to SECTION 10.06(b). "ASSOCIATE" has the meaning given to it in Rule 12b-2 under the Exchange Act. "ATTORNEY COSTS" means all reasonable and actual fees and disbursements of any law firm or other external counsel. "BANKRUPTCY EVENT" means, with respect to any Person, (i) a court or governmental agency having appropriate jurisdiction shall enter a decree or order for relief in respect of such Person in an involuntary case under any Debtor Relief Law now or hereafter in effect, or appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of such Person or for any substantial part of its property or ordering the winding up or liquidation of its affairs, (ii) an involuntary case under any applicable Debtor Relief Law now or hereafter in effect is commenced against such Person and such petition remains unstayed and in effect for a period of 60 consecutive days, (iii) such Person shall commence a voluntary case under any applicable Debtor Relief Law now or hereafter in effect, or consent to the entry of an order for relief in an involuntary case under any such law, or consent to the appointment or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of such Person or any substantial part of its property or make any general assignment for the benefit of creditors or (iv) such Person shall admit in writing its inability to pay its debts generally as they become due or any definitive action shall be taken by such Person in preparation for any of the aforesaid. "BASE RATE" means, for any day, (a) a rate per annum equal to the higher of (i) the Prime Rate for such day and (ii) the sum of 1/2 of 1% plus the Federal Funds Rate for such day (any change in the Base Rate due to a change in the Prime Rate or the Federal Funds Rate shall be effective on the effective date of such change in the Prime Rate or the Federal Funds Rate) or (b) exclusively for purposes of Swingline Loans, any other rate per annum that may be agreed upon between the Swingline Lender and the Borrower. -4- {PAGE} "BASE RATE LOAN" means a Committed Loan (Syndicated or Swingline) which bears interest at the Base Rate pursuant to the applicable Notice of Syndicated Loan, Swingline Loan Request, Notice of Extension/Conversion or the provisions of ARTICLE III. "BOARD" means the Board of Governors of the Federal Reserve System of the United States of America. "BORROWER" means Worthington Industries, Inc., an Ohio corporation, and its successors. "BORROWER'S 2001 FORM 10-K" means the Borrower's annual report on Form 10-K for the fiscal year ended May 31, 2001, as filed with the Securities and Exchange Commission pursuant to the Exchange Act. "BORROWER'S LATEST FORM 10-Q" means the Borrower's quarterly report on Form 10-Q for the quarter ended February 28, 2002, as filed with the Securities and Exchange Commission pursuant to the Exchange Act. "BORROWING" has the meaning set forth in SECTION 1.04. "BUSINESS DAY" means any day except a Saturday, Sunday or other day on which commercial banks are authorized or required to close, under the laws of, or are in fact closed in, the state where the Administrative Agent's Office is located, except that if such day relates to a borrowing of, a payment or prepayment of principal of or interest on, or the Interest Period for, a Eurodollar Loan, or a notice by the Borrower with respect to any such borrowing, payment, prepayment or Interest Period, such day shall also be a day on which commercial banks are open for international business (including dealings in Dollar deposits) in London. "CAPITAL LEASE" of any Person means any lease of property (whether real, personal or mixed) by such Person as lessee which would, in accordance with GAAP, be required to be accounted for as a capital lease on the balance sheet of such Person. "CAPITAL LEASE OBLIGATIONS" means, with respect to any Person, all obligations of such Person as lessee under Capital Leases, in each case taken at the amount thereof accounted for as liabilities in accordance with GAAP. "CAPITALIZATION" means Consolidated Indebtedness plus Consolidated Net Worth. "CASH EQUIVALENTS" means: (i) securities issued or directly and fully guaranteed or insured by the United States of America or any agency or instrumentality thereof (PROVIDED, that the full faith and credit of the United States of America is pledged in support thereof) having maturities of not more than twelve months from the date of acquisition; (ii) Dollar-denominated certificates of deposit of (A) any Lender, (B) any United States commercial bank of recognized standing having capital and surplus in excess of $500,000,000 or (C) any bank whose (or whose parent company's) short-term commercial paper rating from S&P is at least A-1 or the equivalent thereof or from Moody's is at least P-1 or the equivalent thereof (any such bank being an "APPROVED LENDER"), in each case with maturities of not more than 270 days from the date of acquisition; -5- {PAGE} (iii) commercial paper and variable or fixed rate notes issued by any Approved Lender (or by the parent company thereof) or any variable rate notes issued by, or guaranteed by, any domestic corporation not an Affiliate of the Borrower rated A-1 (or the equivalent thereof) or better by S&P or P-1 (or the equivalent thereof) or better by Moody's and maturing within six months of the date of acquisition; (iv) repurchase agreements with a bank or trust company (including any of the Lenders) or recognized securities dealer having capital and surplus in excess of $500,000,000 for direct obligations issued by or fully guaranteed by the United States of America in which the Borrower or one or more of its Subsidiaries shall have a perfected first priority security interest (subject to no other Liens) and having, on the date of purchase thereof, a fair market value of at least 100% of the amount of the repurchase obligations; and (v) Investments, classified in accordance with GAAP as current assets, in money market investment programs registered under the Investment Company Act of 1940, as amended, which are administered by reputable financial institutions having capital of at least $500,000,000 and the portfolios of which are limited to Investments of the character described in the foregoing CLAUSES (i) through (iv). "CHANGE OF CONTROL" means, with respect to any Person, an event or series of events by which: (i) any "person" or "group" (within the meaning of Section 13(d) and 14(d) of the Exchange Act) (other than John H. McConnell, John P. McConnell, their Affiliates, their Associates (as defined in Rule 12b-2 under the Exchange Act), or a group which the foregoing are a principal participant, or any profit sharing, employee stock ownership or other employee benefit plan of the Borrower or any Subsidiary of the Borrower or any trustee or fiduciary with respect to any such plan when acting in such capacity) has become the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a Person shall be deemed to have "beneficial ownership" of all securities that any such Person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), by way of merger, consolidation or otherwise, of 30% or more of the Equity Interests of such Person on a fully-diluted basis after giving effect to the conversion and exercise of all outstanding Equity Equivalents (whether or not such Equity Equivalents are then currently convertible or exercisable); or (ii) during any period of 12 consecutive months, a majority of the members of the board of directors or other equivalent governing body of such Person cease to be composed of individuals (A) who were members of that board or equivalent governing body on the first day of such period, (B) whose election or nomination to that board or equivalent governing body was approved by individuals referred to in CLAUSE (ii)(A) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body or (C) whose election or nomination to that board or other equivalent governing body was approved by individuals referred to in CLAUSES (ii)(A) and (B) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body. "CLASS" has the meaning set forth in SECTION 1.04. "CLOSING DATE" means the date on or after the Effective Date when the conditions precedent in SECTION 4.01 are satisfied. -6- {PAGE} "CODE" means the Internal Revenue Code of 1986, as amended, and any successor statute thereto, as interpreted by the rules and regulations issued thereunder, in each case as in effect from time to time. "COLLATERAL AGENT" means Wells Fargo Bank Minnesota, National Association, in its capacity as collateral agent under the Pledge Agreement, together with its successors and permitted assigns. "COMMITMENT" means (i) with respect to each Lender, its Revolving Commitment and (ii) with respect to the Swingline Lender, the Swingline Commitment, in each case in the respective amount set forth on SCHEDULE 1.01A or in the applicable Assignment and Acceptance as its Commitment of the applicable Class, as any such amount may be increased or decreased from time to time pursuant to this Agreement. "COMMITMENT INCREASE DATE" has the meaning set forth in SECTION 2.10(e). "COMMITTED LOAN" means a Syndicated Loan or a Swingline Loan. "COMPETITIVE BID" has the meaning set forth in SECTION 2.03(d). "COMPETITIVE BID ABSOLUTE RATE" has the meaning set forth in Section 2.03(d)(ii)(D). "COMPETITIVE BID ABSOLUTE RATE LOAN" means a Competitive Bid Loan made by a Lender pursuant to an Absolute Rate Auction. "COMPETITIVE BID LIBOR LOAN" means a Competitive Bid Loan made by a Lender pursuant to a LIBOR Auction (including such a Loan bearing interest at the Base Rate pursuant to ARTICLE III). "COMPETITIVE BID LOAN" means a Competitive Bid LIBOR Loan or a Competitive Bid Absolute Rate Loan. "COMPETITIVE BID MARGIN" has the meaning set forth in SECTION 2.03(d)(ii)(C). "COMPETITIVE BID NOTE" means a promissory note, substantially in the form of Exhibit B-2 hereto, evidencing the obligation of the Borrower to repay outstanding Competitive Bid Loans, as such note may be amended, modified, supplemented, extended, renewed or replaced from time to time. "COMPETITIVE BID QUOTE" has the meaning set forth in SECTION 2.03(b)(iv). "COMPETITIVE BID REQUEST" has the meaning set forth in SECTION 2.03(b). "CONSOLIDATED EBITDA" means for any period the sum of (i) Consolidated Net Income for such period plus (ii) an amount which, in the determination of Consolidated Net Income for such period, has been deducted for (A) Consolidated Interest Expense, (B) provisions for Federal, state, local and foreign income, value added and similar taxes, (C) depreciation, amortization (including, without limitation, amortization of goodwill and other intangibles) and other non-cash expense, all determined in accordance with GAAP and (D) solely for the fiscal quarters ended May 31, 2002, August 31, 2002, November 30, 2002 and February 28, 2003, an amount not in excess of $90,000,000 in the aggregate with respect to the expense related to the Consolidation Plan, minus (iii) an amount which, in the determination of Consolidated Net Income for such period, has been added for (A) interest income and (B) any non-cash income or non-cash gains, all as determined in accordance with GAAP. If the Borrower or any -7- {PAGE} Subsidiary makes an acquisition or a material divestiture, in either case to the extent permitted pursuant to this Agreement, during any period for which Consolidated EBITDA is measured, then for purposes of determining the Leverage Ratio, Consolidated EBITDA shall be adjusted for the period of time prior to the date of such acquisition or divesture by adding the historical financial results for such period of the Person or assets acquired (without taking account of cost savings or others synergies unless approved by the Required Lenders) or deleting that portion of the financial results of the Borrower and its Consolidated Subsidiaries for such period attributable to the Person or assets divested, all as reasonably determined by the Borrower and certified to the Administrative Agent and the Lenders. "CONSOLIDATED INDEBTEDNESS" means at any date the Indebtedness of the Borrower and its Subsidiaries, determined on a consolidated basis as of such date. "CONSOLIDATED INTEREST EXPENSE" means, for any period, the total interest expense, whether paid or accrued and whether or not capitalized (including, without limitation, amortization of debt issuance costs and original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments under Capital Lease Obligations and the implied interest component of Synthetic Lease Obligations (regardless of whether accounted for as interest expense under GAAP), all commissions, discounts and other fees and charges owed with respect to letters of credit, bankers' acceptances and asset securities and other similar off balance street transactions and net costs in respect of Derivatives Obligations constituting interest rate swaps, collars, caps or other arrangements requiring payments contingent upon interest rates of the Borrower and its Restricted Subsidiaries), determined on a consolidated basis for such period. "CONSOLIDATED NET INCOME" means, for any period, the net income (or net loss) after taxes of the Borrower and its Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP; PROVIDED, that there shall be excluded from the calculation of Consolidated Net Income (i) the income (or loss) of any Person in which any other Person (other than the Borrower or any of its Wholly-Owned Subsidiaries) has an ownership interest, except to the extent that any such income is actually received by the Borrower or such Wholly-Owned Subsidiary in the form of dividends or other distributions during such period and (ii) the income of any Subsidiary of the Borrower to the extent that the declaration or payment of dividends or similar distributions by that Subsidiary of that income is not at the time permitted by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Subsidiary. "CONSOLIDATED NET TANGIBLE ASSETS" means, as of any date of determination, the sum of the amounts that would appear on a consolidated balance sheet of the Borrower and its Subsidiaries for the total assets (less accumulated depletion, depreciation or amortization, allowances for doubtful receivables, other applicable reserves and other properly deductible items) of the Borrower and its Subsidiaries, determined on a consolidated basis in accordance with GAAP, after giving effect to purchase accounting and after deducting therefrom, to the extent included in total assets, in each case as determined on a consolidated basis in accordance with GAAP (without duplication): (i) the aggregate amount of liabilities of the Borrower and its Subsidiaries which may properly be classified as current liabilities (including taxes accrued as estimated); (ii) current Indebtedness and current maturities of long-term Indebtedness; (iii) minority interests in the Borrower's subsidiaries held by Persons other than the Borrower or a wholly-owned Subsidiary of the Borrower; and (iv) unamortized debt discount and expenses and other unamortized deferred charges, goodwill, patents, trademarks, service marks, trade names, copyrights, licenses, organization or developmental expenses and other intangible items. "CONSOLIDATED NET WORTH" means at any time the consolidated stockholders' equity of the Borrower and its Subsidiaries calculated on a consolidated basis in accordance with GAAP as of such time. -8- {PAGE} "CONSOLIDATED SUBSIDIARY" means with respect to any Person at any date any Subsidiary of such Person or other entity the accounts of which would be consolidated with those of such Person in its consolidated financial statements if such statements were prepared as of such date in accordance with GAAP. "CONSOLIDATION PLAN" means the consolidation plan and impairment reserve announced by the Borrower in a press release dated January 24, 2002 that will result in no more than $90,000,000 in one-time charges to net income during the fiscal quarter ended February 28, 2002. "CONTRACTUAL OBLIGATION" means, as to any Person, any provision of any material security issued by such Person or of any material agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound. "CONTROLLING PERSON" means, with respect any Person, the beneficial owner of a percentage of the voting power of the Equity Interests of any such Person sufficient to approve an action of any such Person which requires a simple majority of the owners of such Equity Interest to vote to approve any such action; PROVIDED, that any such Person is a Consolidated Subsidiary of such Controlling Person. "CREDIT EXPOSURE" has the meaning set forth in the definition of "REQUIRED LENDERS" in this SECTION 1.01. "CREDIT EXTENSION" means a Borrowing, a Competitive Bid Loan or the purchase by a Lender of a Participation Interest. "CREDITOR" means each Lender, each Agent and each Indemnitee and their respective successors and assigns, and "Creditors" means any two or more of such Creditors. "DEBTOR RELIEF LAWS" means the Bankruptcy Reform Act of 1978, as amended, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization or similar debtor relief laws of the United States of America or other applicable jurisdiction from time to time affecting the rights of creditors generally. "DEFAULT" means any condition or event which constitutes an Event of Default or which with the giving of notice or lapse of time or both would, unless cured or waived, become an Event of Default. "DEFAULTING LENDER" means at any time any Lender that, within one Business Day of when due, (i) has failed to make a Loan or purchase a Participation Interest in a Swingline Loan required pursuant to the terms of this Agreement, (ii) other than as set forth in CLAUSE (i) above, has failed to pay to any Agent or any Lender an amount owed by such Lender pursuant to the terms of this Agreement or any other Loan Document or (iii) has been deemed insolvent or has become subject to a Bankruptcy Event. "DERIVATIVES AGREEMENT" means (i) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement and (ii) any and all transactions of any kind, and the related confirmations, which are subject to the terms and -9- {PAGE} conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement or any other master agreement. "DERIVATIVES OBLIGATIONS" of any Person means all obligations (including, without limitation, any amounts which accrue after the commencement of any Bankruptcy Event with respect to such Person, whether or not allowed or allowable as a claim under any applicable Debtor Relief Laws) of such Person in respect of any Derivatives Agreement, excluding any amounts which such Person is entitled to set-off against its obligations under applicable law. "DISPOSITION" or "DISPOSE" means the sale, transfer, license or other disposition (including any Sale/Leaseback Transaction) of any property by any Person, including any sale, assignment, transfer or other disposal, with or without recourse, of any notes, accounts receivable or payment intangible or any rights or claims associated therewith. "DOLLARS" and the sign "$" means lawful money of the United States of America. "EFFECTIVE DATE" means the date this Agreement becomes effective in accordance with SECTION 10.17. "ELIGIBLE ASSIGNEE" means (i) any Lender, (ii) any Affiliate of a Lender, (iii) any Approved Fund and (iv) any other Person (other than a natural Person) approved by (A) the Administrative Agent, (B) in the case of any assignment of a Revolving Commitment, the Swingline Lender and (C) unless (x) such Person is taking delivery of an assignment in connection with physical settlement of a credit derivatives transaction or (y) an Event of Default has occurred and is continuing at the time any assignment is effected pursuant to SECTION 10.06(b), the Borrower (each such approval not to be unreasonably withheld or delayed and any such approval required of the Borrower to be deemed given by the Borrower if no objection from the Borrower is received by the assigning Lender and the Administrative Agent within two Business Days after notice of such proposed assignment has been provided by the assigning Lender to the Borrower); PROVIDED, HOWEVER, that the Borrower and its Affiliates shall not qualify as Eligible Assignees. "ENVIRONMENTAL LAWS" means any current or future legal requirement of any Governmental Authority pertaining to (i) the protection of health, safety, and the environment, (ii) the conservation, management or use of natural resources and wildlife, (iii) the protection or use of surface water and groundwater or (iv) the management, manufacture, possession, presence, use, generation, transportation, treatment, storage, disposal, release, threatened release, abatement, removal, remediation or handling of, or exposure to, any hazardous or toxic substance or material and includes, without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986, 42 USC 9601 et seq., Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act of 1976 and Hazardous and Solid Waste Amendment of 1984, 42 USC 6901 et seq., Federal Water Pollution Control Act, as amended by the Clean Water Act of 1977, 33 USC 1251 et seq., Clean Air Act of 1966, as amended, 42 USC 7401 et seq., Toxic Substances Control Act of 1976, 15 USC 2601 et seq., Hazardous Materials Transportation Act, 49 USC App. 1801 et seq., Occupational Safety and Health Act of 1970, as amended, 29 USC 651 et seq., Oil Pollution Act of 1990, 33 USC 2701 et seq., Emergency Planning and Community Right-to-Know Act of 1986, 42 USC 11001 et seq., National Environmental Policy Act of 1969, 42 USC 4321 et seq., Safe Drinking Water Act of 1974, as amended, 42 USC 300(f) et seq., any analogous implementing or successor law, and any amendment, rule, regulation, order or directive issued thereunder. -10- {PAGE} "EQUITY EQUIVALENTS" means with respect to any Person any rights, warrants, options, convertible securities, exchangeable securities, indebtedness or other rights, in each case exercisable for or convertible or exchangeable into, directly or indirectly, Equity Interests of such Person or securities exercisable for or convertible or exchangeable into Equity Interests of such Person, whether at the time of issuance or upon the passage of time or the occurrence of some future event. "EQUITY INTERESTS" means all shares of capital stock, partnership interests (whether general or limited), limited liability company membership interests, beneficial interests in a trust and any other interest or participation that confers on a Person the right to receive a share of profits or losses, or distributions of assets, of an issuing Person, but excluding any debt securities convertible into such Equity Interests. "ERISA" means the Employee Retirement Income Security Act of 1974, as amended, and any successor statute thereto, as interpreted by the rules and regulations issued thereunder, in each case as in effect from time to time. "ERISA AFFILIATE" means any trade or business (whether or not incorporated) under common control with the Borrower within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code). "ERISA EVENT" means: (i) a Reportable Event with respect to a Pension Plan; (ii) a withdrawal by the Borrower or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA); (iii) a complete or partial withdrawal by the Borrower or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (iv) the filing of a notice of intent to terminate, the treatment of a Plan amendment as a termination under Sections 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (v) an event or condition which might reasonably be expected to constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; or (vi) the imposition of any liability under Title IV of ERISA, other than PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Borrower or any ERISA Affiliate. "EURODOLLAR RATE" means, for each Interest Period for each Eurodollar Loan comprising the same Group, the quotient obtained (rounded upward, if necessary, to the next higher 1/100th of 1%) by dividing (i) the Applicable Interbank Offered Rate for Dollars for such Interest Period by (ii) 1.00 minus the Eurodollar Reserve Percentage. "EURODOLLAR RESERVE PERCENTAGE" means for any day that percentage (expressed as a decimal) which is in effect on such day, as prescribed by the Board (or any other entity succeeding to the functions currently performed thereby) for determining the maximum reserve requirement for a member bank of the Federal Reserve System in New York City with deposits exceeding five billion Dollars in respect of "Eurodollar liabilities" (or in respect of any other category of liabilities which includes deposits by reference to which the interest rate on Eurodollar Loans is determined or any category of extensions of credit or other assets which includes loans by a non-United States office of any Lender to United States residents), whether or not a Lender has any Eurodollar liabilities subject to such reserve requirement at that time. Eurodollar Loans shall be deemed to constitute Eurodollar liabilities and as such shall be deemed subject to reserve requirements without benefits of credits for prorations, exceptions or offsets that may be available from time to time to a Lender. The Eurodollar Rate shall be adjusted automatically on and as of the effective date of any change in the Eurodollar Reserve Percentage. -11- {PAGE} "EURODOLLAR LOAN" means a Syndicated Loan which bears interest at a Eurodollar Rate pursuant to the applicable Notice of Syndicated Loan or Notice of Extension/Conversion. "EVENT OF DEFAULT" has the meaning set forth in SECTION 8.01. "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended, and any successor statute thereto, together with the rules and regulations promulgated thereunder. "EXISTING LETTERS OF CREDIT" means the letters of credit issued for the account of the Borrower and any Restricted Subsidiary before the Closing Date and described by date of issuance, letter of credit number, undrawn amount, name of beneficiary and date of expiry on SCHEDULE 7.01 hereto, without giving effect to any extension of the term thereof. "FACILITY FEE" has the meaning set forth in SECTION 2.11(a). "FAILED LOAN" has the meaning set forth in SECTION 2.04(e). "FEDERAL FUNDS RATE" means for any day the rate per annum (rounded upward, if necessary, to the nearest 1/100th of 1%) equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; PROVIDED, that (i) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (ii) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate quoted to the Administrative Agent on such day on such transactions as determined by the Administrative Agent. "FIVE YEAR CREDIT AGREEMENT" means the $155,000,000 Five Year Revolving Credit Agreement dated as of May 10, 2002 among the Borrower, the banks and other financial institutions from time to time party thereto and PNC Bank, National Association, as Administrative Agent, as the same may be amended, restated, supplemented or otherwise modified from time to time. "FIXED RATE LOAN" means Eurodollar Loans or Competitive Bid Loans (excluding Competitive Bid LIBOR Loans bearing interest at the Base Rate) or any combination of the foregoing. "FOREIGN SUBSIDIARY" means with respect to any Person any Subsidiary of such Person that is organized outside the United States and conducts substantially all of its business outside the United States. "GAAP" means at any time generally accepted accounting principles as then in effect in the United States, applied on a basis consistent (except for changes with which the Borrower's independent public accountants have concurred) with the most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries previously delivered to the Lenders. "GOVERNMENTAL AUTHORITY" means any federal, state, local, provincial or foreign government, authority, agency, central bank, quasi-governmental or regulatory authority, court or other body or entity, and any arbitrator with authority to bind a party at law. "GROUP OF LOANS" means at any time a group of Loans consisting of (i) all Loans which are Base Rate Loans at such time or (ii) all Loans which are Eurodollar Loans having the same Interest Period at such time; PROVIDED, that if a Committed Loan of any particular Lender is converted to or made -12- {PAGE} as a Base Rate Loan pursuant to ARTICLE III, such Loan shall be included in the same Group of Loans from time to time as it would have been had it not been so converted or made. "GUARANTY OBLIGATION" means any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Indebtedness of any other Person and any obligation, direct or indirect, contingent or otherwise, of such Person (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness of such other Person (whether arising by virtue of partnership arrangements, or by agreement to keep-well, to purchase assets, goods, securities or services, to take-or-pay, or to maintain financial statement conditions or otherwise) or (ii) entered into for purposes of assuring in any other manner the obligee of such Indebtedness of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part); PROVIDED, HOWEVER, that the term "Guaranty Obligation" shall not include endorsements for collection or deposit in the ordinary course of business. The term "Guaranty" used as a verb has a corresponding meaning. The amount of any Guaranty Obligation hereunder shall (subject to any limitations set forth therein) be deemed to be an amount equal to the outstanding principal amount (or maximum principal amount, if larger) of the Indebtedness in respect of which such Guaranty Obligation is made. "HOLDER OF ADDITIONAL SENIOR INDEBTEDNESS" means a holder of the Additional Senior Indebtedness, or any Person acting in a representative capacity for any such holder, that executes and delivers a Joinder Agreement substantially in the form of Exhibit B to the Trust Agreement. "INDEBTEDNESS" of any Person means at any date, without duplication, (i) all obligations of such Person for borrowed money, (ii) all obligations of such person evidenced by bond, debentures, notes or other similar instruments, (iii) all obligations of such Person to pay the deferred purchase price of property or services, except trade accounts payable arising in the ordinary course of business, (iv) all obligations of such Person as lessee that are capitalized in accordance with GAAP, (v) all Guaranty Obligations, (vi) all contingent or non-contingent obligations of such Person to reimburse any bank or other Person in respect of amounts paid or payable (currently or in the future, on a contingent or non-contingent basis) under a letter of credit or similar instrument, (vii) all obligations of such Person under conditional sale or other title retention agreements relating to property purchased by such Person to the extent of the value of such property (other than customary reservations or retentions of title under agreements with suppliers entered into in the ordinary course of business) and (viii) proceeds paid to such Person from asset securitization, synthetic sale/leaseback and other similar off balance sheet transactions. "INDEMNIFIED LIABILITIES" has the meaning set forth in SECTION 10.05. "INDEMNITEE" has the meaning set forth in SECTION 10.05. "INTEREST PAYMENT DATE" means (i) as to Base Rate Loans, the last day of each fiscal quarter of the Borrower and the Maturity Date and (ii) as to Eurodollar Loans, the last day of each applicable Interest Period and the Maturity Date, and, where the applicable Interest Period for a Eurodollar Loan is greater than three months, also the date three months from the beginning of the Interest Period and each three months thereafter. "INTEREST PERIOD" means: (i) with respect to each Eurodollar Loan, a period commencing on the date of borrowing specified in the applicable Notice of Borrowing or on the date specified in the applicable Notice of Extension/Conversion and ending one, two, three or six months thereafter, as the Borrower may elect in the applicable notice; PROVIDED, that: -13- {PAGE} (A) any Interest Period (except an Interest Period determined pursuant to CLAUSE (i)(C) below) which would otherwise end on a day which is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day; (B) any Interest Period which begins on the last Business Day in a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall, subject to CLAUSE (C) below, end on the last Business Day of a calendar month; (C) any Interest Period which would otherwise end after the Maturity Date shall end on the Maturity Date; (ii) with respect to each Competitive Bid LIBOR Loan, the period commencing on the date of borrowing specified in the applicable Notice of Borrowing and ending one, two, three or six months thereafter as the Borrower may elect in accordance with SECTION 2.03, PROVIDED, that: (A) any Interest Period (except an Interest Period determined pursuant to CLAUSE (ii)(C) below) which would otherwise end on a day which is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day; (B) any Interest Period which begins on the last Business Day in a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall, subject to CLAUSE (ii)(C) below, end on the last Business Day in a calendar month; and (C) any Interest Period which would otherwise end after the Maturity Date shall end on such Maturity Date; and (iii) with respect to each Competitive Bid Absolute Rate Loan, the period commencing on the date of borrowing specified in the applicable Notice of Borrowing and ending such number of days thereafter (but not less than seven) as the Borrower may elect in accordance with SECTION 2.03; PROVIDED, that: (A) any Interest Period (except an Interest Period determined pursuant to CLAUSE (iii)(B) below) which would otherwise end on a day which is not a Business Day shall be extended to the next succeeding Business Day; and (B) any Interest Period which would otherwise end after the Maturity Date shall end on such Maturity Date. "INVESTMENT" in any Person means (i) the acquisition (whether for cash, property, services, assumption of Indebtedness, securities or otherwise) of assets, shares of Capital Stock, bonds, notes, debentures, time deposits or other securities of such other Person, (ii) any deposit with, or advance, loan or other extension of credit to or for the benefit of such Person (other than deposits made in connection with the purchase of equipment or inventory in the ordinary course of business) or (iii) any other capital contribution to or investment in such Person, including by way of Guaranty Obligations of -14- {PAGE} any obligation of such Person, any support for a letter of credit issued on behalf of such Person incurred for the benefit of such Person or in the case of any Restricted Subsidiary of the Borrower, any release, cancellation, compromise or forgiveness in whole or in part of any Indebtedness owing by such Restricted Subsidiary. "LAW" means any international, foreign, Federal, state or local statute, treaty, rule, guideline, regulation, ordinance, code, or administrative or judicial precedent or authority, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law. "LENDER" means each bank or other lending institution listed on SCHEDULE 1.01A, each Eligible Assignee that becomes a Lender pursuant to SECTION 10.06(b) and their respective successors and shall include, as the context may require, the Swingline Lender, in such capacity. "LEVERAGE RATIO" means on any date the ratio of (i) Consolidated Indebtedness as of such date to (ii) Consolidated EBITDA. "LIBOR AUCTION" means a solicitation of Competitive Bid Quotes setting forth Competitive Bid Margins based on the Applicable Interbank Offered Rate pursuant to SECTION 2.03. "LIEN" means, with respect to any asset, any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing, and the filing of any financing statement under the Uniform Commercial Code or comparable Laws of any jurisdiction), including the interest of a purchaser of accounts receivable, chattel paper, payment intangibles or promissory notes. Solely for the avoidance of doubt, the filing of a Uniform Commercial Code financing statement that is a protective lease filing in respect of an operating lease that does not constitute a security interest in the leased property or otherwise give rise to a Lien does not constitute a Lien solely on account of being filed in a public office. "LOAN" means a Committed Loan or a Competitive Bid Loan, and "LOANS" means Committed Loans or Competitive Bid Loans or both. "LOAN DOCUMENTS" means this Agreement, the Notes, the Pledge Agreement and the Trust Agreement, in each case as the same may be amended, restated, modified or supplemented from time to time. "MATERIAL ADVERSE CHANGE" has the meaning set forth in SECTION 5.02(c). "MATERIAL ADVERSE EFFECT" means an effect on the business, financial condition, assets or liabilities of the Borrower and its Restricted Subsidiaries, considered on a consolidated basis, which, when combined on a cumulative basis with other changes in the business, financial condition, assets and liabilities of the Borrower and its Consolidated Subsidiaries, considered on a consolidated basis: (i) would have a material adverse effect on the ability of the Borrower to perform its obligations under the Loan Documents or (ii) would result in a material adverse change in the financial condition of the Borrower and its Restricted Subsidiaries, considered on a consolidated basis. -15- {PAGE} "MATURITY DATE" means the day that is 364 days from the Closing Date or such later date to which the Maturity Date for any Loans or Lender may be extended pursuant to SECTION 2.10(d) or, if any such day is not a Business Day, the next preceding Business Day. "MOODY'S" means Moody's Investors Service, Inc., a Delaware corporation, and its successors or, absent any such successor, such nationally recognized statistical rating organization as the Borrower and the Administrative Agent may select. "MULTIEMPLOYER PLAN" means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA to which the Borrower or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding three calendar years, has made or been obligated to make contributions. "NOTE" means a Revolving Note, a Competitive Bid Note or a Swingline Note and "NOTES" means all of them, co 355319	Wells Fargo Bank Wells Fargo Bank Minnesota, NA ( Financial ) As referenced in this 364-Day Revolving Credit Agreement: Wells Fargo Bank Minnesota, Na – 1986, as amended, and any successor statute thereto, as interpreted by the rules and regulations issued thereunder, in each case as in effect from time to time. "COLLATERAL AGENT" means Wells Fargo Bank Minnesota, Na tional Association, in its capacity as collateral agent under the Pledge Agreement, together with its successors and permitted assigns. "COMMITMENT" means (i) with respect to each Lender, its Revolving Commitment _____________ Wells Fargo Bank Minnesota, Na – Administrative Agent, the Public Debt Trustee and any Holder of Additional Senior Indebtedness, as the same may be amended, modified or supplemented from time to time. -22- {PAGE} "TRUSTEE" means Wells Fargo Bank Minnesota, Na tional Association, in its capacity as trustee under the Trust Agreement, together with its successors and permitted assigns. "TYPE" has the meaning set forth in SECTION 1.04. "UNITED STATES" _____________ dt 753008 ; Worthington Worthington Industries Inc. ( Iron & Steel ) As referenced in this 364-Day Revolving Credit Agreement: WORTHINGTON INDUSTRIES, INC – 6 {FILENAME}l95946aexv4wiwi.txt {DESCRIPTION}EX-4(I)(I) {TEXT} {PAGE} EXHIBIT 4(i)(i) ================================================================================ $155,000,000 364-DAY REVOLVING CREDIT AGREEMENT DATED AS OF MAY 10, 2002 AMONG WORTHINGTON INDUSTRIES, INC ., THE LENDERS FROM TIME TO TIME PARTY HERETO, PNC BANK, NATIONAL ASSOCIATION, AS SWINGLINE LENDER AND ADMINISTRATIVE AGENT, AND FIRST UNION SECURITIES, INC. AND PNC CAPITAL MARKETS, INC., AS _____________ WORTHINGTON INDUSTRIES, INC – PNC CAPITAL MARKETS, INC., AS CO-LEAD ARRANGERS ================================================================================ {PAGE} 364-DAY REVOLVING CREDIT AGREEMENT This 364-Day Revolving Credit Agreement is dated as of May 10, 2002 and is among WORTHINGTON INDUSTRIES, INC ., an Ohio corporation (the "BORROWER"), the banks and other financial institutions from time to time party hereto (the "LENDERS"), PNC BANK, NATIONAL ASSOCIATION, Swingline Lender and Administrative Agent. The _____________ Worthington Industries, Inc – Request, Notice of Extension/Conversion or the provisions of ARTICLE III. "BOARD" means the Board of Governors of the Federal Reserve System of the United States of America. "BORROWER" means Worthington Industries, Inc ., an Ohio corporation, and its successors. "BORROWER'S 2001 FORM 10-K" means the Borrower's annual report on Form 10-K for the fiscal year ended May 31, _____________ WORTHINGTON INDUSTRIES, INC – PAGE} IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written. BORROWER: WORTHINGTON INDUSTRIES, INC . By: /s/John T. Baldwin ----------------------------------------------- Name: John T. Baldwin Title: Vice President & Chief Financial Officer {PAGE} PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent By: /s/David B. Gookin ---------------------------------------------- Name: _____________ dt 1523872 ; ISDA International Swaps & Derivatives Association, Inc. ( Associations ) As referenced in this 364-Day Revolving Credit Agreement: International Swaps and Derivatives Association – transactions of any kind, and the related confirmations, which are subject to the terms and -9- {PAGE} conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association , Inc., any International Foreign Exchange Master Agreement or any other master agreement. "DERIVATIVES OBLIGATIONS" of any Person means all obligations (including, without limitation, any amounts which accrue after the _____________ dt 738603 ;	BNY Bank of New York ( Money Center Banks ) As referenced in this 364-Day Revolving Credit Agreement: Bank of New York – funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; PROVIDED, that (i) if such day is not a Business Day, the Federal Funds Rate _____________ dt 708445 ; Nova Scotia Bank of Nova Scotia ( Regional Banks ) As referenced in this 364-Day Revolving Credit Agreement: Bank of Nova Scotia – commitments under the Second Amended and Restated Loan Agreement dated as of October 14, 1998, as amended through the Closing Date, among the Borrower, the Lenders party thereto and The Bank of Nova Scotia and PNC Bank, National Association, as Agents for the Lenders (the "REFINANCED AGREEMENT"), shall be terminated, all loans outstanding under the Refinanced Agreement shall be repaid in full, together with _____________ BANK OF NOVA SCOTIA, – Gookin ---------------------------------------------- Name: David B. Gookin Title: Vice President {PAGE} WACHOVIA BANK, NATIONAL ASSOCIATION, as a Lender By: /s/Steven M. Hamil ----------------------------------------------- Name: Steven M. Hamil Title: Vice President {PAGE} THE BANK OF NOVA SCOTIA, as a Lender By: /s/N. Bell ---------------------------------------------- Name N. Bell: Title: Senior Manager {PAGE} CREDIT SUISSE FIRST BOSTON CAYMAN ISLANDS BRANCH, as a Lender By: /s/Bill O'Daly/ / _____________ dt 757348 ; More...
Preview Full Doc	2003	Administration Agreement Administration Agreement (45K) Doc #113080: Click preview link for longer preview. NORDSTROM CREDIT CARD MASTER NOTE TRUST, as Issuer, and NORDSTROM fsb, as Administrator ------------------------- ADMINISTRATION AGREEMENT Dated as of April 1, 2002 ------------------------- ================================================================================ {PAGE} TABLE OF CONTENTS {TABLE} {CAPTION} Page ---- {S} {C} Section 1.01 Capitalized Terms; Interpretive Provisions................... 2 Section 1.02 Duties of Administrator...................................... 2 Section 1.03 Records...................................................... 7 Section 1.04 Compensation................................................. 7 Section 1.05 Additional Information to be Furnished to Issuer............. 7 Section 1.06 Independence of Administrator................................ 7 Section 1.07 No Joint Venture............................................. 7 Section 1.08 Other Activities of Administrator............................ 7 Section 1.09 Term of Agreement; Resignation and Removal of Administrator.. 8 Section 1.10 Action upon Termination, Resignation or Removal.............. 9 Section 1.11 Notices...................................................... 9 Section 1.12 Amendments................................................... 10 Section 1.13 Successors and Assigns....................................... 10 Section 1.14 GOVERNING LAW................................................ 11 Section 1.15 Effect of Headings and Table of Contents..................... 11 Section 1.16 Counterparts................................................. 11 Section 1.17 Severability of Provisions................................... 11 Section 1.18 Not Applicable to Nordstrom fsb in Other Capacities.......... 11 Section 1.19 Limitation of Liability of Owner Trustee..................... 11 Section 1.20 Third-Party Beneficiary...................................... 11 Section 1.21 Nonpetition Covenant......................................... 11 Section 1.22 Successor Administrator...................................... 12 EXHIBITS Exhibit A - Form of Power of Attorney..................................... A-1 {/TABLE} i {PAGE} ADMINISTRATION AGREEMENT This Administration Agreement, dated as of April 1, 2002 (the "Agreement"), is between Nordstrom Credit Card Master Note Trust, as issuer (the "Issuer"), and Nordstrom fsb (the "Bank"), as administrator (in such capacity, the "Administrator"). WHEREAS, the Issuer has entered into a master indenture, dated as of April 1, 2002 (the "Master Indenture"), between the Issuer and Wells Fargo Bank Minnesota, National Association, as trustee (the "Indenture Trustee"), as supplemented by the series 2002-1 indenture supplement, dated as of April 1, 2002 (the "Series 2002-1 Indenture Supplement", and together with the Master Indenture, the "Indenture"), between the Issuer and the Indenture Trustee to provide for the issuance of asset backed notes (the "Notes") from time to time pursuant to one or more indenture supplements; WHEREAS, the Issuer has entered into certain agreements in connection with the issuance of the Notes, the issuance of the beneficial ownership interest of the Issuer and transactions related thereto, including (i) the Master Indenture; (ii) the Series 2002-1 Indenture Supplement; (iii) a transfer and servicing agreement, dated as of April 1, 2002 (as amended, supplemented or otherwise modified form time to time, the "Transfer and Servicing Agreement"), among Nordstrom Credit Card Receivables LLC, as transferor (the "Transferor"), the Bank, as servicer (in such capacity, the "Servicer"), the Indenture Trustee and the Issuer and (iv) an amended and restated trust agreement, dated as of April 1, 2002 (as amended, supplemented or otherwise modified form time to time, the "Trust Agreement" and, together with the Master Indenture, the Series 2002-1 Indenture Supplement and the Transfer and Servicing Agreement, as each may be amended, supplemented or otherwise modified form time to time, the "Related Agreements"), between the Transferor, as transferor, and Wilmington Trust Company, as trustee (the "Owner Trustee"); WHEREAS, pursuant to the Related Agreements, the Issuer and the Owner Trustee are required to perform certain duties in connection with (i) the Notes and the collateral therefor pledged pursuant to the Indenture (the "Collateral") and (ii) the beneficial ownership interest in the Issuer (the holder of such interest being referred to herein as the "Owner"); WHEREAS, the Issuer and the Owner Trustee desire to have the Administrator perform certain of the duties of the Issuer and the Owner Trustee referred to in the preceding clause and to provide such additional services consistent with the terms of this Agreement and the Related Agreements as the Issuer and the Owner Trustee may from time to time request; and WHEREAS, the Administrator has the capacity to provide the services required hereby and is willing to perform such services for the Issuer and the Owner Trustee on the terms set forth herein. NOW, THEREFORE, in consideration of the mutual covenants contained herein, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows: {PAGE} Section 1.01. Capitalized Terms; Interpretive Provisions. (a) Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto or incorporated by reference in the Trust Agreement, the Transfer and Servicing Agreement or the Indenture, as the case may be. Whenever used herein, unless the context otherwise requires, the following words and phrases shall have the following meanings: "Agreement" has the meaning set forth in the Preamble. "Indenture" has the meaning set forth in the Preamble. "Master Indenture" has the meaning set forth in the Preamble. "Related Agreements" has the meaning set forth in the Preamble. "Series 2002-1 Indenture Supplement" has the meaning set forth in the Preamble. "Transfer and Servicing Agreement" has the meaning set forth in the Preamble. "Trust Agreement" has the meaning set forth in the Preamble. (b) For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires, (i) terms used in this Agreement include, as appropriate, all genders and the plural as well as the singular, (ii) references to this Agreement include all Exhibits hereto, (iii) references to words such as "herein", "hereof" and the like shall refer to this Agreement as a whole and not to any particular part, Article or Section within this Agreement, (iv) the term "include" and all variations thereof shall mean "include without limitation", (v) the term "or" shall include "and/or" and (vi) the term "proceeds" shall have the meaning ascribed to such term in the UCC. Section 1.02. Duties of Administrator. (a) Duties with Respect to the Related Agreements. The Administrator shall consult with the Owner Trustee regarding the duties of the Issuer and the Owner Trustee under the Related Agreements. The Administrator shall monitor the performance of the Issuer and shall advise the Owner Trustee when action is necessary to comply with the Issuer's or the Owner Trustee's duties under the Related Agreements. The Administrator shall prepare for execution by the Issuer or the Owner Trustee or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, orders, certificates and opinions as shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to any Related Agreement. In addition to the foregoing, the Administrator shall take all appropriate action that is the duty of the Issuer or the Owner Trustee to take pursuant to the Indenture including such of the foregoing as are required with respect to the following matters under the Indenture (references are to Sections of the Master Indenture): (i) the preparation of or obtaining of the documents and instruments required for execution, authentication and delivery of the Notes (whether upon initial issuance, 113080	Wells Fargo Bank Wells Fargo Bank Minnesota, NA ( Financial ) As referenced in this Administration Agreement: Wells Fargo Bank Minnesota, – Administrator"). WHEREAS, the Issuer has entered into a master indenture, dated as of April 1, 2002 (the "Master Indenture"), between the Issuer and Wells Fargo Bank Minnesota, National Association, as trustee (the "Indenture Trustee"), as supplemented by the series 2002-1 indenture supplement, dated as of April 1, 2002 ( _____________ Wells Fargo Bank Minnesota, – Nordstrom fsb 7320 East Butherus Drive, Suite 100 Scottsdale, Arizona 85260-2438 (facsimile no. (303) 397-4488) If to the Indenture Trustee, to Wells Fargo Bank Minnesota, National Association Wells Fargo Corporate Trust Asset Backed Securities 625 Marquette Avenue, MAC N9311-161 Minneapolis, Minnesota 55480 (facsimile no. (612) 667- _____________ dt 102910 ; Nordstrom Nordstrom, Inc. ( Apparel ) As referenced in this Administration Agreement: NORDSTROM INC – NORDSTROM INC _____________ dt 1854387 ; Wilmington Trust Wilmington Trust Co. ( Financial ) As referenced in this Administration Agreement: Wilmington Trust Co – Agreement, as each may be amended, supplemented or otherwise modified form time to time, the "Related Agreements"), between the Transferor, as transferor, and Wilmington Trust Co mpany, as trustee (the "Owner Trustee"); WHEREAS, pursuant to the Related Agreements, the Issuer and the Owner Trustee are required to perform certain _____________ Wilmington Trust Co – in writing and addressed as follows: If to the Issuer or the Owner Trustee, to Nordstrom Credit Card Master Note Trust c/o Wilmington Trust Co mpany Rodney Square North 1100 North Market Street Wilmington, Delaware 19890-0001 Attention: Corporate Trust Administration (facsimile no. (302) 636-4140) If to _____________ Wilmington Trust Co – Administrator. Section 1.19. Limitation of Liability of Owner Trustee. Notwithstanding anything contained herein to the contrary, this instrument has been signed by Wilmington Trust Co mpany not in its individual capacity but solely in its capacity as Owner Trustee of the Issuer and in no event shall Wilmington _____________ Wilmington Trust Co – Trust Company not in its individual capacity but solely in its capacity as Owner Trustee of the Issuer and in no event shall Wilmington Trust Co mpany in its individual capacity or any beneficial owner of the Issuer have any liability for the representations, warranties, covenants, agreements or other _____________ WILMINGTON TRUST CO – be duly executed and delivered as of the day and year first above written. NORDSTROM CREDIT CARD MASTER NOTE TRUST, as Issuer By: WILMINGTON TRUST CO MPANY, not in its individual capacity, but solely as Owner Trustee By: /s/ James P. Lawler ----------------------------------- Name: James P. Lawler Title: Vice-President _____________ dt 99510 ;	Nordstrom Credit Card Master Note Trust; Nordstrom FSB
Preview Full Doc	2002	Administration Agreement Administration Agreement (30K) Doc #387689: Click preview link for longer preview. IRWIN HOME EQUITY LOAN TRUST 2002-1, as Issuer, WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, as Administrator, and IRWIN UNION BANK AND TRUST COMPANY, as Master Servicer ADMINISTRATION AGREEMENT Dated as of May 31, 2002 TABLE OF CONTENTS Page Section 1. Duties of Administrator 2 Section 2. Duties of the Master Servicer With Respect to the Indenture 4 Section 3. Records 5 Section 4. Compensation 5 Section 5. Additional Information to be Furnished to the Issuer 5 Section 6. Independence of the . . . 387689	Wells Fargo Bank Wells Fargo Bank Minnesota, NA ( Financial ) As referenced in this Administration Agreement: WELLS FARGO BANK MINNESOTA, NA – Exhibit 4.5 EX-4 9 m1131.htm EXHIBIT 4.5 IRWIN HOME EQUITY LOAN TRUST 2002-1, as Issuer, WELLS FARGO BANK MINNESOTA, NA TIONAL ASSOCIATION, as Administrator, and IRWIN UNION BANK AND TRUST COMPANY, as Master Servicer ADMINISTRATION AGREEMENT Dated as of May 31, 2002 TABLE OF CONTENTS Page Section 1. Duties of _____________ Wells Fargo Bank Minnesota, Na – Third Party Beneficiary 10 This Administration Agreement, dated as of May 31, 2002, is among Irwin Home Equity Loan Trust 2002-1, a Delaware business trust, as issuer (the Issuer), Wells Fargo Bank Minnesota, Na tional Association, a national banking corporation, as administrator (the Administrator), and Irwin Union Bank and Trust Company, a bank chartered under the laws of the State of Indiana, as master _____________ Wells Fargo Bank Minnesota, Na – of May 31, 2002 (the Indenture; all capitalized terms used and not defined herein shall have the meaning assigned thereto in Appendix A to the Indenture), between the Issuer and Wells Fargo Bank Minnesota, Na tional Association, as indenture trustee (in such capacity, the Indenture Trustee); WHEREAS, the Certificates will be issued pursuant to the Trust Agreement and will represent undivided beneficial ownership interests in _____________ WELLS FARGO BANK MINNESOTA, NA – year first above written. IRWIN HOME EQUITY LOAN TRUST 2002-1, as Issuer By: WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Owner Trustee By: Name: Title: WELLS FARGO BANK MINNESOTA, NA TIONAL ASSOCIATION, not in its individual capacity but solely as Administrator By: Title: Name: IRWIN UNION BANK AND TRUST COMPANY, as Master Servicer By: Name: Title: _____________ dt 1011134 ;	Bear Stearns Bear Stearns Asset Backed Securities Inc. As referenced in this Administration Agreement: Bear Stearns Asset Backed Securities, Inc – trust under the Delaware Business Trust Act (12 Del. C. 3801 et seq.) created and governed by a trust agreement dated as of May 31, 2002 (the Trust Agreement), between Bear Stearns Asset Backed Securities, Inc ., as depositor (the Depositor), and Wilmington Trust Company, as owner trustee (the Owner Trustee); WHEREAS, the Issuer will issue Home Equity Loan-Backed Notes, Series 2002-1 (the Notes) _____________ dt 1412922
Preview Full Doc	2000	Administration Agreement Administration Agreement (44K) Doc #1685486: Click preview link for longer preview. HOUSEHOLD CREDIT CARD MASTER NOTE TRUST I Issuer and HOUSEHOLD FINANCE CORPORATION Administrator ADMINISTRATION AGREEMENT Dated as of [.], 2000 -------------------------------------------------------------------------------- <PAGE> TABLE OF CONTENTS <TABLE> <S> . . . 1685486	Wells Fargo Bank Wells Fargo Bank Minnesota, NA ( Financial ) As referenced in this Administration Agreement: Wells Fargo Bank Minnesota, N.A. – a Master Indenture, dated as of the Closing Date (as amended, modified or supplemented from time to time in accordance with the provisions thereof, the "Indenture"), between the Issuer and --------- Wells Fargo Bank Minnesota, N.A. , a national banking association, as indenture trustee (the "Indenture Trustee") to provide for the issuance of its asset ----------------- backed notes (the "Notes"); ----- WHEREAS the Issuer has entered into certain _____________ Wells Fargo Bank Minnesota, N.A. – b) if to the Administrator or the Transferor, to Household Finance Corporation 2700 Sanders Road Prospect Heights, Illinois 60070 Telephone: 847-564-5000 (c) if to the Indenture Trustee, to Wells Fargo Bank Minnesota, N.A. MAC N9311-161, 6th & Marquette Minneapolis, MN 55479 Attention: Asset Backed Securities Telephone: 612-667-8058 or to such other address as any party shall have provided to _____________ dt 1681056 ;	Household Receivables Funding Inc III Household Receivables Funding Inc III
Preview Full Doc	2001	Administration Agreement Administration Agreement (31K) Doc #1739342: Click preview link for longer preview. IRWIN HOME EQUITY LOAN TRUST 2001-2, as Issuer, WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, as Administrator, and IRWIN UNION BANK AND TRUST COMPANY, as Master Servicer ADMINISTRATION AGREEMENT Dated as of August 31, 2001 TABLE OF CONTENTS . . . 1739342	Wells Fargo Bank Wells Fargo Bank Minnesota, NA ( Financial ) As referenced in this Administration Agreement: WELLS FARGO BANK MINNESOTA, NA – {DOCUMENT} {TYPE}EX-4 {SEQUENCE}8 {FILENAME}bear-ex46_101101.txt {DESCRIPTION}EXHIBIT 4.6 {TEXT} EXHIBIT 4.6 EXECUTION COPY IRWIN HOME EQUITY LOAN TRUST 2001-2, as Issuer, WELLS FARGO BANK MINNESOTA, NA TIONAL ASSOCIATION, as Administrator, and IRWIN UNION BANK AND TRUST COMPANY, as Master Servicer ADMINISTRATION AGREEMENT Dated as of August 31, 2001 {PAGE} TABLE OF CONTENTS PAGE Section 1. Duties _____________ Wells Fargo Bank Minnesota, Na – Bankruptcy Matters..............................................11 {PAGE} This Administration Agreement, dated as of August 31, 2001, is among Irwin Home Equity Loan Trust 2001-2, a Delaware business trust, as issuer (the "Issuer"), Wells Fargo Bank Minnesota, Na tional Association, a national banking corporation, as administrator (the "Administrator"), and Irwin Union Bank and Trust Company, a bank chartered under the laws of the State of Indiana, as master _____________ Wells Fargo Bank Minnesota, Na – of August 31, 2001 (the "Indenture"; all capitalized terms used and not defined herein shall have the meaning assigned thereto in Appendix A to the Indenture), between the Issuer and Wells Fargo Bank Minnesota, Na tional Association, as indenture trustee (in such capacity, the "Indenture Trustee"); WHEREAS, the Certificates will be issued pursuant to the Trust Agreement and will represent undivided beneficial ownership interests in _____________ WELLS FARGO BANK MINNESOTA, NA – first above written. IRWIN HOME EQUITY LOAN TRUST 2001-2, as Issuer By: WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Owner Trustee By: __________________________________ Name: Title: WELLS FARGO BANK MINNESOTA, NA TIONAL ASSOCIATION, not in its individual capacity but solely as Indenture Trustee By: __________________________________ Name: Title: IRWIN UNION BANK AND TRUST COMPANY, as Master Servicer By: __________________________________ Name: Title: {/TEXT} {/ _____________ dt 1625845 ; Bear Stearns Asset Backed SEC Inc Irwin Home Eq Lo Tr 2001-2 Bear Stearns Asset Backed SEC Inc Irwin Home Eq Lo Tr 2001-2 ;	Bear Stearns Bear Stearns Asset Backed Securities Inc. As referenced in this Administration Agreement: Bear Stearns Asset Backed Securities, Inc – under the Delaware Business Trust Act (12 DEL. C.ss.3801 et seq.) created and governed by a trust agreement dated as of August 31, 2001 (the "Trust Agreement"), between Bear Stearns Asset Backed Securities, Inc ., as depositor (the "Depositor"), and Wilmington Trust Company, as owner trustee (the "Owner Trustee"); WHEREAS, the Issuer will issue Home Equity Loan-Backed Notes, Series 2001-2 (the "Notes") _____________ dt 1662945
Preview Full Doc	2000	Administration Agreement Administration Agreement (44K) Doc #1929460: Click preview link for longer preview. HOUSEHOLD CREDIT CARD MASTER NOTE TRUST I Issuer and HOUSEHOLD FINANCE CORPORATION Administrator ADMINISTRATION AGREEMENT Dated as of [.], 2000 -------------------------------------------------------------------------------- TABLE OF CONTENTS . . . 1929460	Wells Fargo Bank Wells Fargo Bank Minnesota, NA ( Financial ) As referenced in this Administration Agreement: Wells Fargo Bank Minnesota, N.A. – a Master Indenture, dated as of the Closing Date (as amended, modified or supplemented from time to time in accordance with the provisions thereof, the "Indenture"), between the Issuer and --------- Wells Fargo Bank Minnesota, N.A. , a national banking association, as indenture trustee (the "Indenture Trustee") to provide for the issuance of its asset ----------------- backed notes (the "Notes"); ----- WHEREAS the Issuer has entered into certain _____________ Wells Fargo Bank Minnesota, N.A. – b) if to the Administrator or the Transferor, to Household Finance Corporation 2700 Sanders Road Prospect Heights, Illinois 60070 Telephone: 847-564-5000 (c) if to the Indenture Trustee, to Wells Fargo Bank Minnesota, N.A. MAC N9311-161, 6th & Marquette Minneapolis, MN 55479 Attention: Asset Backed Securities Telephone: 612-667-8058 or to such other address as any party shall have provided to the _____________ dt 1625806 ;	HSBC Brokerage USA HSBC Brokerage USA Inc
Preview Full Doc	2001	Administration Agreement Administration Agreement (51K) Doc #2353263: Click preview link for longer preview. ADMINISTRATION AGREEMENT by and among WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Owner Trustee for Capital One Auto Finance Trust 2001-A as Issuer CAPITAL ONE AUTO FINANCE, INC. as Administrator and WELLS FARGO BANK MINNESOTA NATIONAL ASSOCIATION . . . 2353263	Wells Fargo Bank Wells Fargo Bank Minnesota, NA ( Financial ) As referenced in this Administration Agreement: WELLS FARGO BANK MINNESOTA, NA – Trustee for Capital One Auto Finance Trust 2001-A, a Delaware common law trust (the "Owner Trustee"), CAPITAL ONE AUTO FINANCE, INC., a Texas corporation, as administrator (the "Administrator"), and WELLS FARGO BANK MINNESOTA, NA TIONAL ASSOCIATION, a national banking association, not in its individual capacity but solely as Indenture Trustee (the "Indenture Trustee"). WHEREAS, the Owner Trustee is issuing the Notes pursuant to the _____________ Wells Fargo Bank Minnesota, Na – One Auto Finance, Inc. 8000 Jones Branch Drive McLean, Virginia 22102 Attention: Director of Securitization Telephone: (703) 875-1305 Facsimile: (703) 875-1389 (c) If to the Indenture Trustee, to: Wells Fargo Bank Minnesota, Na tional Association 6th Street and Marquette Avenue Minneapolis, Minnesota 55479 Attention: Corporate Trust Services - Asset Backed Administration Telephone: (612) 667-8058 Facsimile: (612) 667-3539 or to such other address _____________ Wells Fargo Bank Minnesota, Na – benefits of, the terms and provisions of Articles VI, VII and VIII of the Trust Agreement. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned by Wells Fargo Bank Minnesota, Na tional Association not in its individual capacity but solely as Indenture Trustee and in no event shall Indenture Trustee have any liability for the representations, warranties, covenants, agreements or other _____________ WELLS FARGO BANK MINNESOTA, NA – capacity but solely as Owner Trustee of Capital One Auto Finance Trust 2001-A By: /s/ DONALD G. MACKELCAN ------------------------------- Name: Donald G. MacKelcan Title: Vice President S-1 {PAGE} 20 WELLS FARGO BANK MINNESOTA, NA TIONAL ASSOCIATION not in its individual capacity but solely as Indenture Trustee By: /s/ TIMOTHY MATYI -------------------------------- Name: Timothy Matyi Title: Assistant Vice President S-2 {PAGE} 21 CAPITAL ONE AUTO _____________ dt 1625882 ;	Capital One Auto Receivables Capital One Auto Receivables LLC
Preview Full Doc	2000	Administration Agreement Administration Agreement (49K) Doc #2430096: Click preview link for longer preview. CHASE MANHATTAN AUTO OWNER TRUST 2000-A Class A-1 6.47% Asset Backed Notes Class A-2 6.30% Asset Backed Notes Class A-3 6.21% Asset Backed Notes Class A-4 6.26% Asset Backed Notes ----------------- ADMINISTRATION AGREEMENT Dated as of December 1, 2000 ----------------- The Chase . . . 2430096	Wells Fargo Bank Wells Fargo Bank Minnesota, NA ( Financial ) As referenced in this Administration Agreement: WELLS FARGO BANK MINNESOTA, NA – 1, 2000, among CHASE MANHATTAN AUTO OWNER TRUST 2000-A, a Delaware business trust (the "Issuer"), THE CHASE MANHATTAN BANK, a New York banking corporation, as administrator (the "Administrator"), and WELLS FARGO BANK MINNESOTA, NA TIONAL ASSOCIATION, a national banking association, not in its individual capacity but solely as Indenture Trustee (the "Indenture Trustee"). W I T N E S S E T H: - - - - - - - - - - WHEREAS _____________ Wells Fargo Bank Minnesota, Na – the Indenture Trustee and The Chase Manhattan Bank, as securities intermediary, (v) a Reserve Account Control Agreement dated as of December 1, 2000 among the Issuer, the Indenture Trustee and Wells Fargo Bank Minnesota, Na tional Association, as securities intermediary (the "Reserve Account Control Account Agreement," and together with the Collection Account Control Agreement, the "Securities Control Agreements"), (vi) the Trust Agreement, and (vii) the _____________ Wells Fargo Bank Minnesota, Na – Administrator, to The Chase Manhattan Bank 450 West 33rd Street 15th Floor New York, New York 10001-2697 Attention: Structured Finance/Chase Auto (c) if to the Indenture Trustee, to Wells Fargo Bank Minnesota, Na tional Association Sixth Street and Marquette Avenue Minneapolis, Minnesota 55479 (d) if to the Seller, to Chase Manhattan Automotive Finance Corporation 900 Stewart Avenue Garden City, New York 11530 Attention _____________ WELLS FARGO BANK MINNESOTA, NA – OWNER TRUST 2000-A By: WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Owner Trustee, By: /s/ Donald G. MacKelcan ----------------------------------- Name: Donald G. MacKelcan Title: Vice President WELLS FARGO BANK MINNESOTA, NA TIONAL ASSOCIATION, not in its individual capacity but solely as Indenture Trustee, By: /s/ S. Dignan ----------------------------------- Name: S. Dignan Title: Corporate Trust Officer THE CHASE MANHATTAN BANK, as Administrator By: / _____________ Wells Fargo Bank Minnesota, Na – purpose of this Power of Attorney, the term "Administration Agreement" means the Administration Agreement dated as of December 1, 2000 among the Trust, The Chase Manhattan Bank, as Administrator, and Wells Fargo Bank Minnesota, Na tional Association, as Indenture Trustee, as such may be amended from time to time. All powers of attorney for this purpose heretofore filed or executed by the Trust are hereby _____________ dt 1625892 ; Chase Bank USA, National Association Chase Bank USA, National Association ;	Chase Manhattan Chase Manhattan Bank USA, NA As referenced in this Administration Agreement: Chase Manhattan Bank USA, Na – the "Sale and Servicing Agreement") (capitalized terms used herein and not defined herein shall have the meanings assigned such terms in the Sale and Servicing Agreement) between the Issuer and Chase Manhattan Bank USA, Na tional Association ("Chase USA"), as Servicer and Seller, (ii) a Depository Agreement dated December 14, 2000 (the "Note Depository Agreement") among the Issuer, the Indenture Trustee, The Chase Manhattan Bank, _____________ dt 1633749 ; Chase Manhattan Chase Manhattan Bank ( Financial ) As referenced in this Administration Agreement: Chase Manhattan Bank, – 6.30% Asset Backed Notes Class A-3 6.21% Asset Backed Notes Class A-4 6.26% Asset Backed Notes ----------------- ADMINISTRATION AGREEMENT Dated as of December 1, 2000 ----------------- The Chase Manhattan Bank, Administrator -------------------------------------------------------------------------------- {PAGE} TABLE OF CONTENTS {TABLE} {CAPTION} Page ---- {S} {C} SECTION 1. Duties of Administrator...............................................................2 SECTION 2. Records...............................................................................7 SECTION 3. Compensation..........................................................................7 SECTION 4. Additional Information To _____________ Chase Manhattan Bank – 12 SECTION 12. Successors and Assigns..............................................................12 SECTION 13. GOVERNING LAW.......................................................................12 SECTION 14. Headings............................................................................12 SECTION 15. Counterparts........................................................................13 SECTION 16. Severability........................................................................13 SECTION 17. Not Applicable to The Chase Manhattan Bank in Other Capacities......................13 SECTION 18. Limitation of Liability of Owner Trustee, Indenture Trustee and Administrator.......13 SECTION 19. Third-Party Beneficiary.............................................................13 SECTION 20. Nonpetition Covenants...............................................................14 SECTION 21. _____________ CHASE MANHATTAN BANK, – Form of Power of Attorney i {PAGE} ADMINISTRATION AGREEMENT dated as of December 1, 2000, among CHASE MANHATTAN AUTO OWNER TRUST 2000-A, a Delaware business trust (the "Issuer"), THE CHASE MANHATTAN BANK, a New York banking corporation, as administrator (the "Administrator"), and WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, a national banking association, not in its individual capacity but solely as Indenture _____________ Chase Manhattan Bank – the "Sale and Servicing Agreement") (capitalized terms used herein and not defined herein shall have the meanings assigned such terms in the Sale and Servicing Agreement) between the Issuer and Chase Manhattan Bank USA, National Association ("Chase USA"), as Servicer and Seller, (ii) a Depository Agreement dated December 14, 2000 (the "Note Depository Agreement") among the Issuer, the Indenture Trustee, The Chase Manhattan _____________ Chase Manhattan Bank, – Manhattan Bank USA, National Association ("Chase USA"), as Servicer and Seller, (ii) a Depository Agreement dated December 14, 2000 (the "Note Depository Agreement") among the Issuer, the Indenture Trustee, The Chase Manhattan Bank, as Agent (the "Agent") and The Depository Trust Company, (iii) a Depository Agreement dated December 14, 2000 among the Issuer, the Owner Trustee, the Agent and The Depository Trust _____________ dt 1667207
Preview Full Doc	2006	Administration Agreement Administration Agreement (43K) Doc #2475745: Click preview link for longer preview. ADMINISTRATION AGREEMENT between NORDSTROM PRIVATE LABEL CREDIT CARD MASTER NOTE TRUST, as Issuer, and NORDSTROM fsb, as Administrator Dated as of October 1, 2001 ================================================================================ TABLE OF CONTENTS . . . 2475745	Wells Fargo Bank Wells Fargo Bank Minnesota, NA ( Financial ) As referenced in this Administration Agreement: Wells Fargo Bank Minnesota, Na – 651-8882) If to the Administrator, to Nordstrom fsb 7320 East Butherus Drive, Suite 100 Scottsdale, Arizona 85260-2438 (facsimile no. (303) 397-4488) If to the Indenture Trustee, to Wells Fargo Bank Minnesota, Na tional Association Wells Fargo Corporate Trust Asset Backed Securities 625 Marquette Avenue, MAC N9311-161 Minneapolis, Minnesota 55480 (facsimile no. (612) 667-3464) If to the Transferor, to Nordstrom Private _____________ dt 1625893 ;	Nordstrom Nordstrom, Inc. ( Apparel )
Preview Full Doc	2003	Administration Agreement Administration Agreement (48K) Doc #2491062: Click preview link for longer preview. CARMAX AUTO OWNER TRUST 2003-2, as Issuer, CARMAX AUTO SUPERSTORES, INC., as Administrator, and WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, as Indenture Trustee --------------------------- ADMINISTRATION AGREEMENT Dated as of October 1, 2003 -------------------- . . . 2491062	Wells Fargo Bank Wells Fargo Bank Minnesota, NA ( Financial ) As referenced in this Administration Agreement: WELLS FARGO BANK MINNESOTA, NA – FILENAME}dex102.txt {DESCRIPTION}ADMINISTRATION AGREEMENT {TEXT} {PAGE} EXHIBIT 10.2 - ADMINISTRATION AGREEMENT [EXECUTION COPY] CARMAX AUTO OWNER TRUST 2003-2, as Issuer, CARMAX AUTO SUPERSTORES, INC., as Administrator, and WELLS FARGO BANK MINNESOTA, NA TIONAL ASSOCIATION, as Indenture Trustee --------------------------- ADMINISTRATION AGREEMENT Dated as of October 1, 2003 --------------------------- {PAGE} ADMINISTRATION AGREEMENT, dated as of October 1, 2003 (as amended, supplemented or otherwise modified and in _____________ WELLS FARGO BANK MINNESOTA, NA – by and among CARMAX AUTO OWNER TRUST 2003-2, a Delaware statutory trust (the "Issuer"), CARMAX AUTO SUPERSTORES, INC., a Virginia corporation, as administrator (in such capacity, the "Administrator"), and WELLS FARGO BANK MINNESOTA, NA TIONAL ASSOCIATION, a national banking association, not in its individual capacity but solely as indenture trustee (in such capacity, the "Indenture Trustee"). WHEREAS, the Issuer is issuing 1.13% Class _____________ WELLS FARGO BANK MINNESOTA, NA – OWNER TRUST 2003-2 By: THE BANK OF NEW YORK, not in its individual capacity but solely as Owner Trustee By: /s/ Helen Lam Name: Helen Lam Title: Assistant Treasurer WELLS FARGO BANK MINNESOTA, NA TIONAL ASSOCIATION, not in its individual capacity but solely as Indenture Trustee By: /s/ Marianna C. Stershic Name: Marianna C. Stershic Title: Vice President CARMAX AUTO SUPERSTORES, INC., as Administrator _____________ Wells Fargo Bank Minnesota, Na – CARMAX AUTO SUPERSTORES, INC., a Virginia corporation (the "Administrator"), as administrator under the Administration Agreement dated as of October 1, 2003 (the "Administration Agreement"), among the Issuer, the Administrator and Wells Fargo Bank Minnesota, Na tional Association, a national banking association, as Indenture Trustee, as the same may be amended from time to time, and its agents and attorneys, as attorneys-in-fact to execute _____________ dt 1625894 ; Carmax Auto Funding Carmax Auto Funding LLC ;	BNY Bank of New York ( Money Center Banks ) As referenced in this Administration Agreement: Bank of New York, – Notes and (iii) the Indenture (collectively with the Sale and Servicing Agreement and the Note Depository Agreement, the "Related Agreements"); WHEREAS, pursuant to the Related Agreements, the Issuer and The Bank of New York, a New York banking corporation, not in its individual capacity but solely as owner trustee (in such capacity, the "Owner Trustee"), are required to perform certain duties in connection _____________ BANK OF NEW YORK, – Agreement to be duly executed by their respective officers, thereunto duly authorized, all as of the day and year first above written. CARMAX AUTO OWNER TRUST 2003-2 By: THE BANK OF NEW YORK, not in its individual capacity but solely as Owner Trustee By: /s/ Helen Lam Name: Helen Lam Title: Assistant Treasurer WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, not in its _____________ BANK OF NEW YORK, – D. Browning Title: Chief Financial Officer S-1 {PAGE} EXHIBIT A POWER OF ATTORNEY STATE OF NEW YORK ) ) COUNTY OF NEW YORK ) KNOW ALL MEN BY THESE PRESENTS, that THE BANK OF NEW YORK, a New York banking corporation, not in its individual capacity but solely as owner trustee (the "Owner Trustee") for CarMax Auto Owner Trust 2003-2, a Delaware statutory trust ( _____________ BANK OF NEW YORK, – but not defined in this power of attorney shall have the respective meanings set forth in the Administration Agreement. A-1 {PAGE} EXECUTED this 30th day of October, 2003. THE BANK OF NEW YORK, not in its individual capacity but solely as Owner Trustee By: ------------------------------------- Name: Title: STATE OF NEW YORK ) ) ss. : COUNTY OF ___________ ) BEFORE ME, the undersigned authority, a Notary Public _____________ Bank of New York, – ____________________, known to me to be the person and officer whose name is subscribed to the foregoing instrument, and acknowledged to me that the same was the act of The Bank of New York, a New York banking corporation, and that said person executed the same for the purpose and consideration therein expressed, and in the capacities therein stated. GIVEN UNDER MY HAND _____________ dt 1693143
Preview Full Doc	2003	Administration Agreement Administration Agreement (47K) Doc #2503136: Click preview link for longer preview. CARMAX AUTO OWNER TRUST 2003-1, as Issuer, CARMAX AUTO SUPERSTORES, INC., as Administrator, and WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, as Indenture Trustee ---------- ADMINISTRATION AGREEMENT Dated as of May 1, 2003 ---------- . . . 2503136	Wells Fargo Bank Wells Fargo Bank Minnesota, NA ( Financial ) As referenced in this Administration Agreement: WELLS FARGO BANK MINNESOTA, NA – txt {DESCRIPTION}ADMINISTRATION AGREEMENT DATED 5/01/03 {TEXT} {PAGE} Exhibit 10.2 [EXECUTION COPY] CARMAX AUTO OWNER TRUST 2003-1, as Issuer, CARMAX AUTO SUPERSTORES, INC., as Administrator, and WELLS FARGO BANK MINNESOTA, NA TIONAL ASSOCIATION, as Indenture Trustee ---------- ADMINISTRATION AGREEMENT Dated as of May 1, 2003 ---------- {PAGE} ADMINISTRATION AGREEMENT, dated as of May 1, 2003 (as amended, supplemented or otherwise modified and in _____________ WELLS FARGO BANK MINNESOTA, NA – by and among CARMAX AUTO OWNER TRUST 2003-1, a Delaware statutory trust (the "Issuer"), CARMAX AUTO SUPERSTORES, INC., a Virginia corporation, as administrator (in such capacity, the "Administrator"), and WELLS FARGO BANK MINNESOTA, NA TIONAL ASSOCIATION, a national banking association, not in its individual capacity but solely as indenture trustee (in such capacity, the "Indenture Trustee"). WHEREAS, the Issuer is issuing 1.24% Class _____________ WELLS FARGO BANK MINNESOTA, NA – TRUST 2003-1 By: THE BANK OF NEW YORK, not in its individual capacity but solely as Owner Trustee By: /s/ Daniel Rothman ------------------------------------ Name: Daniel Rothman Title: Assistant Vice President WELLS FARGO BANK MINNESOTA, NA TIONAL ASSOCIATION, not in its individual capacity but solely as Indenture Trustee By: /s/ Joe Nardi ------------------------------------ Name: Joe Nardi Title: Assistant Vice President CARMAX AUTO SUPERSTORES, INC., as Administrator By: / _____________ Wells Fargo Bank Minnesota, Na – CARMAX AUTO SUPERSTORES, INC., a Virginia corporation (the "Administrator"), as administrator under the Administration Agreement dated as of May 1, 2003 (the "Administration Agreement"), among the Issuer, the Administrator and Wells Fargo Bank Minnesota, Na tional Association, a national banking association, as Indenture Trustee, as the same may be amended from time to time, and its agents and attorneys, as attorneys-in-fact to execute _____________ dt 1625898 ; Pooled Auto Securities Shelf Pooled Auto Securities Shelf LLC ;	BNY Bank of New York ( Money Center Banks ) As referenced in this Administration Agreement: Bank of New York, – Notes and (iii) the Indenture (collectively with the Sale and Servicing Agreement and the Note Depository Agreement, the "Related Agreements"); WHEREAS, pursuant to the Related Agreements, the Issuer and The Bank of New York, a New York banking corporation, not in its individual capacity but solely as owner trustee (in such capacity, the "Owner Trustee"), are required to perform certain duties in connection _____________ BANK OF NEW YORK, – Agreement to be duly executed by their respective officers, thereunto duly authorized, all as of the day and year first above written. CARMAX AUTO OWNER TRUST 2003-1 By: THE BANK OF NEW YORK, not in its individual capacity but solely as Owner Trustee By: /s/ Daniel Rothman ------------------------------------ Name: Daniel Rothman Title: Assistant Vice President WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, not in _____________ BANK OF NEW YORK, – D. Browning Title: Chief Financial Officer S-1 {PAGE} EXHIBIT A POWER OF ATTORNEY STATE OF NEW YORK ) ) COUNTY OF NEW YORK ) KNOW ALL MEN BY THESE PRESENTS, that THE BANK OF NEW YORK, a New York banking corporation, not in its individual capacity but solely as owner trustee (the "Owner Trustee") for CarMax Auto Owner Trust 2003-1, a Delaware statutory trust ( _____________ BANK OF NEW YORK, – but not defined in this power of attorney shall have the respective meanings set forth in the Administration Agreement. A-1 {PAGE} EXECUTED this 29th day of May, 2003. THE BANK OF NEW YORK, not in its individual capacity but solely as Owner Trustee By: ------------------------------- Name: Title: STATE OF NEW YORK ) ) ss. : COUNTY OF ) ----------- BEFORE ME, the undersigned authority, a Notary Public in _____________ Bank of New York, – appeared , known to -------------------- me to be the person and officer whose name is subscribed to the foregoing instrument, and acknowledged to me that the same was the act of The Bank of New York, a New York banking corporation, and that said person executed the same for the purpose and consideration therein expressed, and in the capacities therein stated. GIVEN UNDER MY HAND _____________ dt 1693194
Preview Full Doc	2002	Administration Agreement Administration Agreement (46K) Doc #2503146: Click preview link for longer preview. CARMAX AUTO OWNER TRUST 2002-2, as Issuer, CARMAX AUTO SUPERSTORES, INC., as Administrator, and WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, as Indenture Trustee ----------------------------- ADMINISTRATION AGREEMENT Dated as of December 1, 2002 ------------------ . . . 2503146	Wells Fargo Bank Wells Fargo Bank Minnesota, NA ( Financial ) As referenced in this Administration Agreement: WELLS FARGO BANK MINNESOTA, NA – txt {DESCRIPTION}ADMINISTRATION AGREEMENT DATED DECEMBER 1, 2002 {TEXT} {PAGE} Exhibit 10.2 [EXECUTION COPY] CARMAX AUTO OWNER TRUST 2002-2, as Issuer, CARMAX AUTO SUPERSTORES, INC., as Administrator, and WELLS FARGO BANK MINNESOTA, NA TIONAL ASSOCIATION, as Indenture Trustee ----------------------------- ADMINISTRATION AGREEMENT Dated as of December 1, 2002 ----------------------------- {PAGE} ADMINISTRATION AGREEMENT, dated as of December 1, 2002 (as amended, supplemented or otherwise modified and in _____________ WELLS FARGO BANK MINNESOTA, NA – by and among CARMAX AUTO OWNER TRUST 2002-2, a Delaware statutory trust (the "Issuer"), CARMAX AUTO SUPERSTORES, INC., a Virginia corporation, as administrator (in such capacity, the "Administrator"), and WELLS FARGO BANK MINNESOTA, NA TIONAL ASSOCIATION, a national banking association, not in its individual capacity but solely as indenture trustee (in such capacity, the "Indenture Trustee"). WHEREAS, the Issuer is issuing 1.425% Class _____________ WELLS FARGO BANK MINNESOTA, NA – OWNER TRUST 2002-2 By: THE BANK OF NEW YORK, not in its individual capacity but solely as Owner Trustee By: /s/ Helen Lam ------------------------------- Name: Helen Lam Title: Assistant Treasurer WELLS FARGO BANK MINNESOTA, NA TIONAL ASSOCIATION, not in its individual capacity but solely as Indenture Trustee By: /s/ Marianna C. Stershic ------------------------------- Name: Marianna C. Stershic Title: Vice President CARMAX AUTO SUPERSTORES, INC., as Administrator _____________ Wells Fargo Bank Minnesota, Na – CARMAX AUTO SUPERSTORES, INC., a Virginia corporation (the "Administrator"), as administrator under the Administration Agreement dated as of December 1, 2002 (the "Administration Agreement"), among the Issuer, the Administrator and Wells Fargo Bank Minnesota, Na tional Association, a national banking association, as Indenture Trustee, as the same may be amended from time to time, and its agents and attorneys, as attorneys-in-fact to execute _____________ dt 1625900 ; Pooled Auto Securities Shelf Pooled Auto Securities Shelf LLC ;	BNY Bank of New York ( Money Center Banks ) As referenced in this Administration Agreement: Bank of New York, – Notes and (iii) the Indenture (collectively with the Sale and Servicing Agreement and the Note Depository Agreement, the "Related Agreements"); WHEREAS, pursuant to the Related Agreements, the Issuer and The Bank of New York, a New York banking corporation, not in its individual capacity but solely as owner trustee (in such capacity, the "Owner Trustee"), are required to perform certain duties in connection _____________ BANK OF NEW YORK, – Agreement to be duly executed by their respective officers, thereunto duly authorized, all as of the day and year first above written. CARMAX AUTO OWNER TRUST 2002-2 By: THE BANK OF NEW YORK, not in its individual capacity but solely as Owner Trustee By: /s/ Helen Lam ------------------------------- Name: Helen Lam Title: Assistant Treasurer WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, not in its _____________ BANK OF NEW YORK, – D. Browning Title: Chief Financial Officer S-1 {PAGE} EXHIBIT A POWER OF ATTORNEY STATE OF NEW YORK ) ) COUNTY OF NEW YORK ) KNOW ALL MEN BY THESE PRESENTS, that THE BANK OF NEW YORK, a New York banking corporation, not in its individual capacity but solely as owner trustee (the "Owner Trustee") for CarMax Auto Owner Trust 2002-2, a Delaware statutory trust ( _____________ BANK OF NEW YORK, – but not defined in this power of attorney shall have the respective meanings set forth in the Administration Agreement. A-1 {PAGE} EXECUTED this 5th day of December, 2002. THE BANK OF NEW YORK, not in its individual capacity but solely as Owner Trustee By:___________________________ Name: Title: STATE OF NEW YORK ) ) ss. : COUNTY OF ___________ ) BEFORE ME, the undersigned authority, a Notary _____________ Bank of New York, – ____________________, known to me to be the person and officer whose name is subscribed to the foregoing instrument, and acknowledged to me that the same was the act of The Bank of New York, a New York banking corporation, and that said person executed the same for the purpose and consideration therein expressed, and in the capacities therein stated. GIVEN UNDER MY HAND _____________ dt 1693196
Preview Full Doc	2003	Administrative Services Agreement Administrative Services Agreement (13K) Doc #165229: Click preview link for longer preview. ADMINISTRATIVE SERVICES AGREEMENT This Administrative Services Agreement (the "Agreement") is made and entered into as of the 1st day of June, 2003, by and between Nelnet, Inc., a Nevada corporation ("Nelnet") and Nelnet Education Loan Funding, Inc., a Nebraska corporation ("NELF"). RECITALS A. Pursuant to the terms of the Indenture (as defined below), NELF conducts a program of financing and holding loans made to borrowers under the Federal Family Education Loan Program, the proceeds of which are used to defray the costs of attendance at eligible post secondary educational institutions (the "Loans"). B. NELF intends to issue its Student Loan Asset-Backed Notes from time to time (the "Notes") pursuant to the terms of that certain Indenture of Trust dated as of June 1, 2003, as amended (the "Indenture"), among NELF and Wells Fargo Bank Minnesota, National Association, as indenture trustee and eligible lender trustee (the "Trustee"), to provide funds for NELF's program of financing and holding Loans. C. NELF has entered into a Master Servicing Agreement dated as of June 1, 2003, with Nelnet, under which a subservicing agreement on behalf of Nelnet will provide data processing and other necessary assistance in connection with the servicing and NELF may enter into agreements with other providers of such services for the Loans (Nelnet and other providers of such services are referred to herein as the "Servicer"). D. Nelnet employs highly qualified personnel capable of providing professional administrative services for portfolios of Loans. E. NELF now desires to engage Nelnet to provide certain services to NELF in connection with the administration of NELF's portfolio of Loans financed pursuant to the terms of the Indenture and subject to the terms and conditions specified herein. COVENANTS, REPRESENTATIONS AND WARRANTIES The parties therefore agree as follows: 1. Services to be Provided. Nelnet agrees to provide, through its officers and employees, the following administrative services to NELF: 165229	Wells Fargo Bank Wells Fargo Bank Minnesota, NA ( Financial ) As referenced in this Administrative Services Agreement: Wells Fargo Bank Minnesota, – pursuant to the terms of that certain Indenture of Trust dated as of June 1, 2003, as amended (the "Indenture"), among NELF and Wells Fargo Bank Minnesota, National Association, as indenture trustee and eligible lender trustee (the "Trustee"), to provide funds for NELF's program of financing and holding _____________ dt 103126 ; Nelnet Nelnet, Inc. ( Consumer Financial Services ) As referenced in this Administrative Services Agreement: Nelnet, Inc – AGREEMENT This Administrative Services Agreement (the "Agreement") is made and entered into as of the 1st day of June, 2003, by and between Nelnet, Inc ., a Nevada corporation ("Nelnet") and Nelnet Education Loan Funding, Inc., a Nebraska corporation ("NELF"). RECITALS A. Pursuant to the terms of the _____________ Nelnet, Inc – be in writing shall either be personally delivered or mailed by First Class Mail to the respective parties as follows: If to Nelnet: Nelnet, Inc . 121 South 13th Street, Suite 201 Lincoln, Nebraska 68508 Attention: James D. Kruger and if to NELF: Nelnet Education Loan Funding, Inc. _____________ Nelnet, Inc – PAGE} IN WITNESS WHEREOF, the parties have caused this Administrative Services Agreement to be executed on the day and year first above written. Nelnet, Inc . By: /s/ Michael Dunlap --------------------------------- Title: Chief Executive Officer ----------------------------- Nelnet Education Loan Funding, Inc. By: /s/ Terry J. Heimes ------------------------------- President 6 {/TEXT} {/DOCUMENT} _____________ dt 230590 ;	Nelnet Education Loan Funding Inc
Preview Full Doc	2000	Administrative Services Agreement Administrative Services Agreement (27K) Doc #373589: Click preview link for longer preview. {DOCUMENT} {TYPE}EX-10.68 {SEQUENCE}2 {FILENAME}0002.txt {TEXT} ****************************************************************************** Administrative Services Agreement (Project Brave).rtf ****************************************************************************** KILPATRICK STOCKTON LLP EXECUTION COPY -------------------------------------------------------------------------------- ADMINISTRATIVE SERVICES AGREEMENT dated as of August 8, 2000 between PROJECT BRAVE LIMITED PARTNERSHIP and FIRST UNION SECURITIES, INC. -------------------------------------------------------------------------------- {PAGE} TABLE OF CONTENTS PAGE Section 1. DEFINED TERMS....................................................1 Section 2. APPOINTMENT AND AUTHORITY OF ADMINISTRATIVE AGENT................1 Section 3. ADMINISTRATIVE AGENT'S SERVICES AND DUTIES.......................2 Section 4. RELIANCE ON INFORMATION OBTAINED FROM THIRD PARTIES..............2 Section 5. STANDARD OF CARE; CONFORMITY WITH LAW; INDEMNITY.................3 Section 6. REPRESENTATIONS OF THE ISSUER....................................4 Section 7. EXPENSES OF THE ISSUER...........................................5 Section 8. COMPENSATION OF THE ADMINISTRATIVE AGENT.........................5 Section 9. SOURCE OF FUNDS..................................................6 Section 10. TERMINATION......................................................6 Section 11. CONFIDENTIALITY..................................................6 Section 12. NONEXCLUSIVE SERVICES............................................6 Section 13. EXECUTION IN COUNTERPARTS........................................7 Section 14. AMENDMENTS.......................................................7 Section 15. WAIVERS; CONSENTS AND APPROVALS..................................7 Section 16. NOTICES..........................................................7 Section 17. HEADINGS.........................................................8 Section 18. NO THIRD PARTY RIGHTS............................................8 Section 19. ASSIGNMENTS AND DELEGATIONS......................................8 Section 20. SEVERABILITY.....................................................8 Section 21. NO RECOURSE......................................................8 Section 22. INTEGRATION......................................................9 Section 23. GOVERNING LAW....................................................9 {PAGE} ADMINISTRATIVE SERVICES AGREEMENT ADMINISTRATIVE SERVICES AGREEMENT, dated August 8, 2000, between PROJECT BRAVE LIMITED PARTNERSHIP, a Delaware limited partnership (the "ISSUER"), and FIRST UNION SECURITIES, INC., a Virginia corporation ("FUSI" or the "ADMINISTRATIVE AGENT"). WITNESSETH: WHEREAS, the Issuer intends to issue certain notes (the "NOTES"), pursuant to that certain Indenture, dated as of August 8, 2000 (the "INDENTURE") among Wells Fargo Bank Minnesota, National Association ("WELLS FARGO"), as indenture trustee, FUSI, as collateral agent and the Issuer and to use the proceeds thereof to acquire, among other things, a portfolio of motor vehicle retail installment sale contracts and purchase money loans, certain rights in various spread accounts, certain rights to servicing fees and certain charged off receivables pursuant to that certain Transfer and Servicing Agreement, dated as of August 8, 2000 (the "TRANSFER AND SERVICING AGREEMENT") among the Issuer, FIFS Acquisition Funding Company, L.L.C., as seller, First Investors Servicing Corporation, as servicer and a seller party, ALAC Receivables Corp., as a seller party, FUSI, as deal agent and collateral agent and Wells Fargo, as backup servicer, collateral custodian and indenture trustee; WHEREAS, the Issuer has requested that the Administrative Agent temporarily provide advice and assistance to the Issuer and temporarily perform various other services for the Issuer in connection with its issuance and sale of the Notes; and the Administrative Agent is willing to so act, subject to the terms and conditions of this Agreement; NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained and for other consideration, the receipt of which is hereby acknowledged, the Issuer and the Administrative Agent agree as follows: SECTION 1. DEFINED TERMS. Capitalized terms, unless otherwise defined herein, shall have the meanings assigned such terms in the Indenture. SECTION 2. APPOINTMENT AND AUTHORITY OF ADMINISTRATIVE AGENT. The Issuer hereby appoints First Union Securities, Inc. as its Administrative Agent, for the term specified in SECTION 10 below, to supervise and perform, on the Issuer's behalf, only those management and administrative functions that are specified herein. First Union Securities, Inc. hereby agrees to supervise and perform such management and administrative functions for such term. {PAGE} SECTION 3. ADMINISTRATIVE AGENT'S SERVICES AND DUTIES. (a) The Administrative Agent's duties on behalf of the Issuer shall be the following: (i) provided that the Issuer, or the Servicer on behalf of the Issuer, provides the Administrative Agent with all of the information necessary for such purposes as contemplated in the Basic Documents, providing the following review services: (A) review each Monthly Report, Servicer's Certificate and each other statement delivered by the Issuer and/or the Servicer to 373589	Wells Fargo Bank Wells Fargo Bank Minnesota, NA ( Financial ) As referenced in this Administrative Services Agreement: Wells Fargo Bank Minnesota, Na – FUSI" or the "ADMINISTRATIVE AGENT"). WITNESSETH: WHEREAS, the Issuer intends to issue certain notes (the "NOTES"), pursuant to that certain Indenture, dated as of August 8, 2000 (the "INDENTURE") among Wells Fargo Bank Minnesota, Na tional Association ("WELLS FARGO"), as indenture trustee, FUSI, as collateral agent and the Issuer and to use the proceeds thereof to acquire, among other things, a portfolio of motor vehicle _____________ dt 1527078 ; First Investors First Investors Financial Services Group Inc. ( Consumer Financial Services ) ;	First Union First Union Securities, Inc. ( Financial ) As referenced in this Administrative Services Agreement: FIRST UNION SECURITIES, INC – FILENAME}0002.txt {TEXT} ****************************************************************************** Administrative Services Agreement (Project Brave).rtf **************************************************************************** KILPATRICK STOCKTON LLP EXECUTION COPY -------------------------------------------------------------------------------- ADMINISTRATIVE SERVICES AGREEMENT dated as of August 8, 2000 between PROJECT BRAVE LIMITED PARTNERSHIP and FIRST UNION SECURITIES, INC . -------------------------------------------------------------------------------- {PAGE} TABLE OF CONTENTS PAGE Section 1. DEFINED TERMS....................................................1 Section 2. APPOINTMENT AND AUTHORITY OF ADMINISTRATIVE AGENT................1 Section 3. ADMINISTRATIVE AGENT'S SERVICES AND DUTIES.......................2 Section _____________ FIRST UNION SECURITIES, INC – INTEGRATION......................................................9 Section 23. GOVERNING LAW....................................................9 {PAGE} ADMINISTRATIVE SERVICES AGREEMENT ADMINISTRATIVE SERVICES AGREEMENT, dated August 8, 2000, between PROJECT BRAVE LIMITED PARTNERSHIP, a Delaware limited partnership (the "ISSUER"), and FIRST UNION SECURITIES, INC ., a Virginia corporation ("FUSI" or the "ADMINISTRATIVE AGENT"). WITNESSETH: WHEREAS, the Issuer intends to issue certain notes (the "NOTES"), pursuant to that certain Indenture, dated as of August 8, _____________ First Union Securities, Inc – DEFINED TERMS. Capitalized terms, unless otherwise defined herein, shall have the meanings assigned such terms in the Indenture. SECTION 2. APPOINTMENT AND AUTHORITY OF ADMINISTRATIVE AGENT. The Issuer hereby appoints First Union Securities, Inc . as its Administrative Agent, for the term specified in SECTION 10 below, to supervise and perform, on the Issuer's behalf, only those management and administrative functions that are _____________ First Union Securities, Inc – its Administrative Agent, for the term specified in SECTION 10 below, to supervise and perform, on the Issuer's behalf, only those management and administrative functions that are specified herein. First Union Securities, Inc . hereby agrees to supervise and perform such management and administrative functions for such term. {PAGE} SECTION 3. ADMINISTRATIVE AGENT'S SERVICES AND DUTIES. (a) The Administrative Agent's duties _____________ First Union Securities, Inc – L.C. 675 Bering Drive, Suite 710 Houston, TX 77057 Attention: Bennie Duck 7 {PAGE} Telephone No.: (713) 977-2600 Facsimile No.: 713) 977-0657 If to the Administrative Agent: First Union Securities, Inc** . One First Union Center, TW-9 Charlotte, NC 28288 Attention: John Foxgrover Tel. No: (704) 383-8437 Facsimile No: (704) 374-1085 SECTION 17. HEADINGS. Section headings used in _____________ dt 1536592 ; Kilpatrick Kilpatrick Stockton ( Legal ) As referenced in this Administrative Services Agreement: KILPATRICK STOCKTON – {DOCUMENT} {TYPE}EX-10.68 {SEQUENCE}2 {FILENAME}0002.txt {TEXT} ****************************************************************************** Administrative Services Agreement (Project Brave).rtf **************************************************************************** KILPATRICK STOCKTON** LLP EXECUTION COPY -------------------------------------------------------------------------------- ADMINISTRATIVE SERVICES AGREEMENT dated as of August 8, 2000 between PROJECT BRAVE LIMITED PARTNERSHIP and FIRST UNION SECURITIES, INC. -------------------------------------------------------------------------------- {PAGE} TABLE OF CONTENTS PAGE Section 1. _____________ dt 1383812
Preview Full Doc	2003	Affiliate Subordination Agreement Affiliate Subordination Agreement (29K) Doc #399493: Click preview link for longer preview. AFFILIATE SUBORDINATION AGREEMENT AFFILIATE SUBORDINATION AGREEMENT dated as of December 9, 2003, between GLOBAL CROSSING NORTH AMERICAN HOLDINGS, INC., a corporation duly organized and validly existing under the laws of the State of Delaware (the "Issuer"), GLOBAL CROSSING LIMITED (formerly GC Acquisition Limited), a company duly organized and validly existing under the laws of Bermuda (the "Company"), the other entities identified on the signature pages hereto under the caption "GUARANTORS" (the Company together with such other entities being herein called the "Guarantors" and, together with the Issuer, the "Credit Parties") and WELLS FARGO BANK MINNESOTA, N.A., as trustee and agent under the below-referenced Indenture (in such capacity, together with its successors in such capacity, the "Trustee"). Pursuant to an Indenture dated as of December 9, 2003 (as modified and supplemented and in effect from time to time, the "Indenture") by and between the Credit Parties and the Trustee for the benefit of the holders of the Notes (as hereinafter defined), the Issuer has issued $200,000,000 of its 11% Senior Secured Notes due 2006 (the "Notes") and the Guarantors have unconditionally guaranteed all of the obligations of the Issuer under and in respect of the Notes. To induce the holders of the Notes to accept the same on the terms and conditions as provided in the Indenture, and in accordance with Section 4.09(e)(i) of the Indenture, each Credit Party has agreed to subordinate any Subordinated Indebtedness (as hereinafter defined) held by it to all Senior Indebtedness (as hereinafter defined), all in the manner and to the extent hereinafter provided. Accordingly, the parties hereto agree as follows: Section 1. Definitions. Terms defined in the Indenture are used herein as defined therein. In addition, as used herein: "Senior Indebtedness" shall mean the following indebtedness and obligations: (a) all indebtedness and other obligations of the Issuer under the Notes, of the Guarantors under the Note Guarantees and (without duplication) of the Credit Parties under the Indenture (as the same may be modified and supplemented from time to time, and including all agreements extending, renewing or refinancing the same); and (b) all interest accruing after the commencement of any proceedings referred to in Section 2.01(ii) below, whether or not such interest is an allowed claim in such proceeding. "Subordinated Indebtedness" shall mean any intercompany indebtedness or intercompany accounts payable or other intercompany obligations of a Credit Party owing to any other Credit Party or (without duplication) to any Restricted Subsidiary. "Subordinated Indebtedness Documents" shall mean any credit agreement, promissory note, indenture or other agreement or instrument evidencing any Subordinated Indebtedness. Affiliate Subordination Agreement {PAGE} 2 Section 2. Subordination. 2.01 Subordination of Subordinated Indebtedness. Anything in any Subordinated Indebtedness Document to the contrary notwithstanding, each Credit Party, for itself and its successors and assigns, covenants and agrees that, to the extent and in the manner hereinafter set forth, all Subordinated Indebtedness held by such Credit Party and its successors and assigns (such Credit Party and its successors and assigns, the "Affiliate Holder"), and the payment from whatever source of the principal of, and interest and premium (if any) on, such Subordinated Indebtedness, are hereby expressly made subordinate and subject in right of payment to the prior payment in full in cash of all Senior Indebtedness: (i) The holders of Senior Indebtedness shall be entitled to receive payment in full in cash of all amounts constituting Senior Indebtedness before such Affiliate Holder is entitled to receive any payment on account of the Subordinated Indebtedness held by it (and unless and until all Senior Indebtedness has been so paid, such Affiliate Holder will not (x) ask, demand, sue for, take or receive from any Credit Party obligated in respect of such Subordinated Indebtedness (each, a "Credit Party Obligor"), by set-off or in any other manner, or (y) seek any other remedy allowed at law or in equity against any Credit Party Obligor for breach of such Credit Party Obligor's obligations under any Subordinated Indebtedness Document, provided that, so long as at the time thereof and after giving effect thereto no Event of Default shall have occurred and be continuing, unremedied and unwaived, under the Indenture, any Credit Party Obligor may make, and such Affiliate Holder shall be entitled to receive and retain, payments in respect of the principal of and interest of the Subordinated Indebtedness. (ii) In the event of any insolvency or bankruptcy proceedings, and any receivership, liquidation, reorganization or other similar proceedings in connection therewith, relative to any Credit Party Obligor or to its creditors, as such, or to its property, and in the event of any proceedings for voluntary liquidation, dissolution or other winding up of any Credit Party Obligor, whether or not involving insolvency or bankruptcy, then the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts constituting Senior Indebtedness before such Affiliate Holder is entitled to receive, or make any demand for, any payment on account of the Subordinated Indebtedness, and to that end the holders of Senior Indebtedness shall be entitled to receive for application in payment thereof any payment or distribution of any kind or character, whether in cash or property or securities. (iii) If any payment or distribution of any character, whether in cash, securities or other property, in respect of any Subordinated Indebtedness shall (despite these subordination provisions) be received by such Affiliate Holder before all Senior Indebtedness shall have been paid in full in cash, such payment or distribution shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Indebtedness (or their representatives), and to holders of any other Indebtedness to which the Subordinated Indebtedness is similarly subordinated, ratably according to the respective aggregate amounts remaining unpaid thereon, to the extent necessary to pay all Senior Indebtedness, and all such other Indebtedness, in full. 399493	Wells Fargo Bank Wells Fargo Bank Minnesota, NA ( Financial ) As referenced in this Affiliate Subordination Agreement: WELLS FARGO BANK MINNESOTA, N.A. – on the signature pages hereto under the caption "GUARANTORS" (the Company together with such other entities being herein called the "Guarantors" and, together with the Issuer, the "Credit Parties") and WELLS FARGO BANK MINNESOTA, N.A. , as trustee and agent under the below-referenced Indenture (in such capacity, together with its successors in such capacity, the "Trustee"). Pursuant to an Indenture dated as of December _____________ WELLS FARGO BANK MINNESOTA, N.A. – S.A. SAC PERU S.R.L. By /s/ David Sheffey ------------------------------------------ Affiliate Subordination Agreement {PAGE} 13 Name: David Sheffey Title: Attorney-in-fact Affiliate Subordination Agreement {PAGE} 14 TRUSTEE Acknowledged: WELLS FARGO BANK MINNESOTA, N.A. , not in its individual capacity but solely as Trustee under the Indenture on behalf of the Holders By: /s/ Jane Y. Schweiger ----------------------------------------- Name: Jane Y. Schweiger Title: Vice President _____________ dt 1010945 ;	Global Crossing Global Crossing Ltd. ( Communications Services ) As referenced in this Affiliate Subordination Agreement: GLOBAL CROSSING LIMITED – dated as of December 9, 2003, between GLOBAL CROSSING NORTH AMERICAN HOLDINGS, INC., a corporation duly organized and validly existing under the laws of the State of Delaware (the "Issuer"), GLOBAL CROSSING LIMITED (formerly GC Acquisition Limited), a company duly organized and validly existing under the laws of Bermuda (the "Company"), the other entities identified on the signature pages hereto under the _____________ GLOBAL CROSSING LIMITED – set forth below as of the date first written above. ISSUER GLOBAL CROSSING NORTH AMERICAN HOLDINGS, INC. By: /s/ John B. McShane ----------------------------------------- Name: John B. McShane Title: Authorized Signatory GUARANTORS GLOBAL CROSSING LIMITED By: /s/ John B. McShane ----------------------------------------- Name: John B. McShane Title: Exec. VP & General Counsel Affiliate Subordination Agreement {PAGE} 6 US Guarantors: ALC COMMUNICATIONS CORPORATION BUDGET CALL LONG DISTANCE, INC. _____________ dt 1319470
Preview Full Doc	2002	Agreement Agreement (25K) Doc #154540: Click preview link for longer preview. AGREEMENT AGREEMENT (the "AGREEMENT"), dated as of November 25, 2002, by and among XCEL ENERGY INC., a Minnesota corporation, with headquarters located at 800 Nicollet Mall, Minneapolis, MN 55401 (the "COMPANY"), and the entities party hereto (individually, a "BUYER" and collectively, the "BUYERS"). WHEREAS: A. The Company and the Buyers entered into a Securities Purchase Agreement, dated as of November 8, 2002 (the "PURCHASE AGREEMENT"); B. Pursuant to the terms of the Purchase Agreement, the Buyers purchased senior convertible notes of the Company (the "FIRST NOTES") in an aggregate principal amount of $100 million; C. The Company consummated a Qualified 144A Offering (as defined in the First Notes) on November 21, 2002, in which the Company issued an aggregate principal amount of $230 million of its 7 1/2% Convertible Senior Notes due 2007 (the "144A NOTES") pursuant to the Indenture between the Company and Wells Fargo Bank Minnesota, National Association, dated as of November 21, 2002 (the "INDENTURE"); D. Pursuant to the terms of the First Notes, the Company is now obligated to provide the Buyers with the Company Optional Redemption Consideration (as defined in the First Notes); E. The Company and the Buyers now desire to amend certain of the terms and conditions of the First Notes; F. Capitalized terms not otherwise defined herein shall have the meanings attributable to such term in the First Notes; NOW THEREFORE, the Company and each Buyer hereby agree that notwithstanding any provision in the First Notes to the contrary, the Company and each Buyer hereby agree as follows: 1. Definitions. (a) The definition of "COMPANY OPTIONAL REDEMPTION DATE" set forth in Section (10)(c)(ii) of the First Notes shall mean November 25, 2002. (b) The definition of "CASH OPTIONAL REDEMPTION CONSIDERATION" set forth in Section 28(b) of the First Notes shall be replaced in its entirety and shall mean each Buyer's pro rata portion of an aggregate amount equal to One Hundred Seven Million Three Hundred Seventy-Two Thousand Six Hundred Two Dollars and Seventy-Four Cents ($107,372,602.74). Upon surrender of its First Notes to the Company or to Company's counsel, each Buyer shall receive on the date hereof the amount set forth opposite such Buyer's name on 154540	Wells Fargo Bank Wells Fargo Bank Minnesota, NA ( Financial ) As referenced in this Agreement: Wells Fargo Bank Minnesota, – 230 million of its 7 1/2% Convertible Senior Notes due 2007 (the "144A NOTES") pursuant to the Indenture between the Company and Wells Fargo Bank Minnesota, National Association, dated as of November 21, 2002 (the "INDENTURE"); D. Pursuant to the terms of the First Notes, the Company is _____________ dt 103074 ; Xcel Energy Xcel Energy Inc. ( Electric Utilities ) As referenced in this Agreement: XCEL ENERGY – EX-99.04 REDEMPTION AGREEMENT {TEXT} {PAGE} EXHIBIT 99.04 AGREEMENT AGREEMENT (the "AGREEMENT"), dated as of November 25, 2002, by and among XCEL ENERGY INC., a Minnesota corporation, with headquarters located at 800 Nicollet Mall, Minneapolis, MN 55401 (the "COMPANY"), and the entities party hereto (individually, a " _____________ XCEL ENERGY – WHEREOF, each Buyer and the Company have caused this Agreement to be duly executed as of the date first written above. COMPANY: BUYERS: XCEL ENERGY INC. CITADEL EQUITY FUND LTD. By: Citadel Limited Partnership, Portfolio Manager By: GLB Partners, L.P., its General Partner By: Citadel Investment Group, _____________ XCEL ENERGY – ACCT NAME: JACKSON INVESTMENT Facsimile: (312) 338-0780 FUND LTD. Telephone: (312) 696-2100 Residence: Cayman Islands {/TABLE} {PAGE} EXHIBIT B EXERCISE NOTICE XCEL ENERGY INC. The undersigned holder hereby exercises the right to purchase an aggregate principal amount of $_________ of the 7 1/2% Convertible Senior _____________ Xcel Energy – exercises the right to purchase an aggregate principal amount of $_________ of the 7 1/2% Convertible Senior Notes (the "BUYER NOTES") of Xcel Energy Inc., a Minnesota corporation (the "COMPANY"), pursuant to the Purchase Right granted to the undersigned in that certain agreement dated as of November _____________ dt 217894 ;	BNY Bank of New York ( Money Center Banks ) As referenced in this Agreement: Bank of New York – C} {C} Citadel Equity Fund Ltd. c/o Citadel Investment Group, $85,898,082.18 Bank of New York L.L.C. ABA 021000018 225 West Washington Street Swift: IRVTUS3N Chicago, Illinois 60606 Bank of New York – Cayman Islands Citadel Credit Trading Ltd. c/o Citadel Investment Group, $10,737,260.28 Bank of New York L.L.C. ABA 021000018 225 West Washington Street Swift: IRVTUS3N Chicago, Illinois 60606 Bank of New York – Residence: Cayman Islands Jackson Investment Fund c/o Citadel Investment Group, $10,737,260.28 Bank of New York Ltd. L.L.C. ABA 021000018 225 West Washington Street Swift: IRVTUS3N Chicago, Illinois dt 42024 ; Schulte Roth Schulte Roth & Zabel LLP ( Legal ) As referenced in this Agreement: Schulte Roth – the Buyer). Each Closing shall occur on the applicable Closing Date at the offices of Schulte Roth & Zabel LLP, 919 Third Avenue, New York, New York 10022. (c) If the Company dt 33522
Preview Full Doc	2003	Agreement Agreement (25K) Doc #162054: Click preview link for longer preview. AGREEMENT AGREEMENT (the "AGREEMENT"), dated as of November 25, 2002, by and among XCEL ENERGY INC., a Minnesota corporation, with headquarters located at 800 Nicollet Mall, Minneapolis, MN 55401 (the "COMPANY"), and the entities party hereto (individually, a "BUYER" and collectively, the "BUYERS"). WHEREAS: A. The Company and the Buyers entered into a Securities Purchase Agreement, dated as of November 8, 2002 (the "PURCHASE AGREEMENT"); B. Pursuant to the terms of the Purchase Agreement, the Buyers purchased senior convertible notes of the Company (the "FIRST NOTES") in an aggregate principal amount of $100 million; C. The Company consummated a Qualified 144A Offering (as defined in the First Notes) on November 21, 2002, in which the Company issued an aggregate principal amount of $230 million of its 7 1/2% Convertible Senior Notes due 2007 (the "144A NOTES") pursuant to the Indenture between the Company and Wells Fargo Bank Minnesota, National Association, dated as of November 21, 2002 (the "INDENTURE"); D. Pursuant to the terms of the First Notes, the Company is now obligated to provide the Buyers with the Company Optional Redemption Consideration (as defined in the First Notes); E. The Company and the Buyers now desire to amend certain of the terms and conditions of the First Notes; F. Capitalized terms not otherwise defined herein shall have the meanings attributable to such term in the First Notes; NOW THEREFORE, the Company and each Buyer hereby agree that notwithstanding any provision in the First Notes to the contrary, the Company and each Buyer hereby agree as follows: 1. Definitions. (a) The definition of "COMPANY OPTIONAL REDEMPTION DATE" set forth in Section (10)(c)(ii) of the First Notes shall mean November 25, 2002. (b) The definition of "CASH OPTIONAL REDEMPTION CONSIDERATION" set forth in Section 28(b) of the First Notes shall be replaced in its entirety and shall mean each Buyer's pro rata portion of an aggregate amount equal to One Hundred Seven Million Three Hundred Seventy-Two Thousand Six Hundred Two Dollars and Seventy-Four Cents ($107,372,602.74). Upon surrender of its First Notes to the Company or to Company's counsel, each Buyer shall receive on the date hereof the amount set forth opposite such Buyer's name on 162054	Wells Fargo Bank Wells Fargo Bank Minnesota, NA ( Financial ) As referenced in this Agreement: Wells Fargo Bank Minnesota, – 230 million of its 7 1/2% Convertible Senior Notes due 2007 (the "144A NOTES") pursuant to the Indenture between the Company and Wells Fargo Bank Minnesota, National Association, dated as of November 21, 2002 (the "INDENTURE"); D. Pursuant to the terms of the First Notes, the Company is _____________ dt 103089 ; Xcel Energy Xcel Energy Inc. ( Electric Utilities ) As referenced in this Agreement: XCEL ENERGY – EX-4.136 REDEMPTION AGREEMENT {TEXT} {PAGE} EXHIBIT 4.136 AGREEMENT AGREEMENT (the "AGREEMENT"), dated as of November 25, 2002, by and among XCEL ENERGY INC., a Minnesota corporation, with headquarters located at 800 Nicollet Mall, Minneapolis, MN 55401 (the "COMPANY"), and the entities party hereto (individually, a " _____________ XCEL ENERGY – WHEREOF, each Buyer and the Company have caused this Agreement to be duly executed as of the date first written above. COMPANY: BUYERS: XCEL ENERGY INC. CITADEL EQUITY FUND LTD. By: Citadel Limited Partnership, Portfolio Manager By: GLB Partners, L.P., its General Partner By: Citadel Investment Group, _____________ XCEL ENERGY – ACCT NAME: JACKSON INVESTMENT Facsimile: (312) 338-0780 FUND LTD. Telephone: (312) 696-2100 Residence: Cayman Islands {/TABLE} {PAGE} EXHIBIT B EXERCISE NOTICE XCEL ENERGY INC. The undersigned holder hereby exercises the right to purchase an aggregate principal amount of $_________ of the 7 1/2% Convertible Senior _____________ Xcel Energy – exercises the right to purchase an aggregate principal amount of $_________ of the 7 1/2% Convertible Senior Notes (the "BUYER NOTES") of Xcel Energy Inc., a Minnesota corporation (the "COMPANY"), pursuant to the Purchase Right granted to the undersigned in that certain agreement dated as of November _____________ dt 217902 ;	BNY Bank of New York ( Money Center Banks ) As referenced in this Agreement: Bank of New York – C} {C} Citadel Equity Fund Ltd. c/o Citadel Investment Group, $85,898,082.18 Bank of New York L.L.C. ABA 021000018 225 West Washington Street Swift: IRVTUS3N Chicago, Illinois 60606 Bank of New York – Cayman Islands Citadel Credit Trading Ltd. c/o Citadel Investment Group, $10,737,260.28 Bank of New York L.L.C. ABA 021000018 225 West Washington Street Swift: IRVTUS3N Chicago, Illinois 60606 Bank of New York – Residence: Cayman Islands Jackson Investment Fund c/o Citadel Investment Group, $10,737,260.28 Bank of New York Ltd. L.L.C. ABA 021000018 225 West Washington Street Swift: IRVTUS3N Chicago, Illinois dt 42093 ; Schulte Roth Schulte Roth & Zabel LLP ( Legal ) As referenced in this Agreement: Schulte Roth – the Buyer). Each Closing shall occur on the applicable Closing Date at the offices of Schulte Roth & Zabel LLP, 919 Third Avenue, New York, New York 10022. (c) If the Company dt 33534
Preview Full Doc	2003	Agreement Agreement (25K) Doc #295028: Click preview link for longer preview. AGREEMENT AGREEMENT (the "AGREEMENT"), dated as of November 25, 2002, by and among XCEL ENERGY INC., a Minnesota corporation, with headquarters located at 800 Nicollet Mall, Minneapolis, MN 55401 (the "COMPANY"), and the entities party hereto (individually, a "BUYER" and collectively, the "BUYERS"). WHEREAS: A. The Company and the Buyers entered into a Securities Purchase Agreement, dated as of November 8, 2002 (the "PURCHASE AGREEMENT"); B. Pursuant to the terms of the Purchase Agreement, the Buyers purchased senior convertible notes of the Company (the "FIRST NOTES") in an aggregate principal amount of $100 million; C. The Company consummated a Qualified 144A Offering (as defined in the First Notes) on November 21, 2002, in which the Company issued an aggregate principal amount of $230 million of its 7 1/2% Convertible Senior Notes due 2007 (the "144A NOTES") pursuant to the Indenture between the Company and Wells Fargo Bank Minnesota, National Association, dated as of November 21, 2002 (the "INDENTURE"); D. Pursuant to the terms of the First Notes, the Company is now obligated to provide the Buyers with the Company Optional Redemption Consideration (as defined in the First Notes); E. The Company and the Buyers now desire to amend certain of the terms and conditions of the First Notes; F. Capitalized terms not otherwise defined herein shall have the meanings attributable to such term in the First Notes; NOW THEREFORE, the Company and each Buyer hereby agree that notwithstanding any provision in the First Notes to the contrary, the Company and each Buyer hereby agree as follows: 1. Definitions. (a) The definition of "COMPANY OPTIONAL REDEMPTION DATE" set forth in Section (10)(c)(ii) of the First Notes shall mean November 25, 2002. (b) The definition of "CASH OPTIONAL REDEMPTION CONSIDERATION" set forth in Section 28(b) of the First Notes shall be replaced in its entirety and shall mean each Buyer's pro rata portion of an aggregate amount equal to One Hundred Seven Million Three Hundred Seventy-Two Thousand Six Hundred Two Dollars and Seventy-Four Cents ($107,372,602.74). Upon surrender of its First Notes to the Company or to Company's counsel, each Buyer shall receive on the date hereof the amount set forth opposite such Buyer's name on {PAGE} Exhibit A attached hereto pursuant to the wire transfer instructions set forth on such Exhibit A. Upon redemption, the parties acknowledge that, pursuant to the terms of the Purchase Agreement, the Company has no further obligations to issue Notes or Conversion Shares. 2. Non-Cash Optional Redemption Consideration. The parties hereto agree that the following provisions shall apply to the Non-Cash Optional Redemption Consideration required to be delivered by the Company to the Buyers on the date hereof pursuant to the terms of the First Notes: (a) At any time and from time to time on or after the date hereof and on or prior to November 25, 2003 (the "EXERCISE PERIOD"), each of the Buyers shall have the right (the "PURCHASE RIGHT") to purchase up to its pro rata portion (based on the principal amount of First Notes each Buyer purchased in relation to the aggregate principal amount of First Notes issued) of $57.5 million aggregate principal amount of 7 1/2% Convertible Senior Notes of the Company (the "BUYER NOTES"), which Buyer Notes and any related indenture (the "BUYER INDENTURE") shall be identical to the 144A Notes and the terms of the Indenture, other than as set forth herein, and the form of such Buyer Notes and any Buyer Indenture to be delivered as set forth in Section 2(e) below. (b) During the Exercise Period, a Buyer may exercise on one occasion or on multiple occasions up to an aggregate of its pro rata portion of the Purchase Right by (i) delivery of a written notice, in the form of the notice attached as Exhibit B hereto or a reasonable facsimile thereof (an "EXERCISE NOTICE"), to the Company of such Buyer's election to exercise its Purchase Right, which Exercise Notice shall specify the aggregate principal amount of Buyer Notes to be purchased and the date for the closing (a "CLOSING") of such exercise, which date shall be five (5) Business Days after delivery of the Exercise Notice (a "CLOSING DATE"), and (ii) payment to the Company on the Closing Date of an amount equal to the aggregate principal amount of Buyer Notes to be purchased (the "PURCHASE PRICE") in cash or delivery of a certified check or bank draft payable to the order of the Company or wire transfer of immediately available funds. In the event of any exercise of the rights represented by the Purchase Right in compliance with this Section 2(b), the Company shall on the applicable Closing Date issue and deliver to the address as specified in the Exercise Notice, a Buyer Note or Buyer Notes in such denominations as may be requested by the applicable Buyer in the Exercise Notice, registered in the name of such Buyer or its designee, for the aggregate principal amount of Buyer Notes to which such Buyer shall be entitled upon such exercise. The time of each Closing shall be 10:00 A.M. Central Time, on the applicable Closing Date (or such later time or date as is mutually agreed to by the Company and the Buyer). Each Closing shall occur on the applicable Closing Date at the offices of Schulte Roth & Zabel LLP, 919 Third Avenue, New York, New York 10022. (c) If the Company shall fail for any reason or for no reason to issue to an exercising Buyer on a Closing Date the Buyer Notes being 295028	Wells Fargo Bank Wells Fargo Bank Minnesota, NA ( Financial ) As referenced in this Agreement: Wells Fargo Bank Minnesota, Na – 230 million of its 7 1/2% Convertible Senior Notes due 2007 (the "144A NOTES") pursuant to the Indenture between the Company and Wells Fargo Bank Minnesota, Na tional Association, dated as of November 21, 2002 (the "INDENTURE"); D. Pursuant to the terms of the First Notes, the Company is now _____________ dt 245733 ; Xcel Energy Xcel Energy Inc. ( Electric Utilities ) As referenced in this Agreement: XCEL ENERGY INC – EX-4.136 REDEMPTION AGREEMENT {TEXT} {PAGE} EXHIBIT 4.136 AGREEMENT AGREEMENT (the "AGREEMENT"), dated as of November 25, 2002, by and among XCEL ENERGY INC ., a Minnesota corporation, with headquarters located at 800 Nicollet Mall, Minneapolis, MN 55401 (the "COMPANY"), and the entities party hereto (individually, a " _____________ XCEL ENERGY INC – WHEREOF, each Buyer and the Company have caused this Agreement to be duly executed as of the date first written above. COMPANY: BUYERS: XCEL ENERGY INC . CITADEL EQUITY FUND LTD. By: Citadel Limited Partnership, Portfolio Manager By: GLB Partners, L.P., its General Partner By: Citadel Investment Group, _____________ XCEL ENERGY INC – ACCT NAME: JACKSON INVESTMENT Facsimile: (312) 338-0780 FUND LTD. Telephone: (312) 696-2100 Residence: Cayman Islands {/TABLE} {PAGE} EXHIBIT B EXERCISE NOTICE XCEL ENERGY INC . The undersigned holder hereby exercises the right to purchase an aggregate principal amount of $_________ of the 7 1/2% Convertible Senior _____________ Xcel Energy Inc – exercises the right to purchase an aggregate principal amount of $_________ of the 7 1/2% Convertible Senior Notes (the "BUYER NOTES") of Xcel Energy Inc ., a Minnesota corporation (the "COMPANY"), pursuant to the Purchase Right granted to the undersigned in that certain agreement dated as of November _____________ dt 247200 ;	BNY Bank of New York ( Money Center Banks ) As referenced in this Agreement: Bank of New York – AND FACSIMILE NUMBER CONSIDERATION WIRE INSTRUCTIONS ---------------------------- ------------------------------------ ------------- ------------------------------------- {S} {C} {C} {C} Citadel Equity Fund Ltd. c/o Citadel Investment Group, $85,898,082.18 Bank of New York L.L.C. ABA 021000018 225 West Washington Street Swift: IRVTUS3N Chicago, Illinois 60606 Acct:8900-472-545 Attention: Kenneth A. Simpler _____________ Bank of New York – 312) 338-0780 Telephone: (312) 696-2100 Residence: Cayman Islands Citadel Credit Trading Ltd. c/o Citadel Investment Group, $10,737,260.28 Bank of New York L.L.C. ABA 021000018 225 West Washington Street Swift: IRVTUS3N Chicago, Illinois 60606 Acct:8900-472-936 Attention: Kenneth A. Simpler _____________ Bank of New York – Facsimile: (312) 338-0780 Telephone: (312) 696-2100 Residence: Cayman Islands Jackson Investment Fund c/o Citadel Investment Group, $10,737,260.28 Bank of New York Ltd. L.L.C. ABA 021000018 225 West Washington Street Swift: IRVTUS3N Chicago, Illinois 60606 Acct:8900-419-253 Attention: Kenneth A. _____________ dt 260912 ; Schulte Roth Schulte Roth & Zabel LLP ( Legal ) As referenced in this Agreement: Schulte Roth – is mutually agreed to by the Company and the Buyer). Each Closing shall occur on the applicable Closing Date at the offices of Schulte Roth & Zabel LLP, 919 Third Avenue, New York, New York 10022. (c) If the Company shall fail for any reason or for no _____________ dt 254679
Preview Full Doc	2002	Agreement Agreement (25K) Doc #295049: Click preview link for longer preview. AGREEMENT AGREEMENT (the "AGREEMENT"), dated as of November 25, 2002, by and among XCEL ENERGY INC., a Minnesota corporation, with headquarters located at 800 Nicollet Mall, Minneapolis, MN 55401 (the "COMPANY"), and the entities party hereto (individually, a "BUYER" and collectively, the "BUYERS"). WHEREAS: A. The Company and the Buyers entered into a Securities Purchase Agreement, dated as of November 8, 2002 (the "PURCHASE AGREEMENT"); B. Pursuant to the terms of the Purchase Agreement, the Buyers purchased senior convertible notes of the Company (the "FIRST NOTES") in an aggregate principal amount of $100 million; C. The Company consummated a Qualified 144A Offering (as defined in the First Notes) on November 21, 2002, in which the Company issued an aggregate principal amount of $230 million of its 7 1/2% Convertible Senior Notes due 2007 (the "144A NOTES") pursuant to the Indenture between the Company and Wells Fargo Bank Minnesota, National Association, dated as of November 21, 2002 (the "INDENTURE"); D. Pursuant to the terms of the First Notes, the Company is now obligated to provide the Buyers with the Company Optional Redemption Consideration (as defined in the First Notes); E. The Company and the Buyers now desire to amend certain of the terms and conditions of the First Notes; F. Capitalized terms not otherwise defined herein shall have the meanings attributable to such term in the First Notes; NOW THEREFORE, the Company and each Buyer hereby agree that notwithstanding any provision in the First Notes to the contrary, the Company and each Buyer hereby agree as follows: 1. Definitions. (a) The definition of "COMPANY OPTIONAL REDEMPTION DATE" set forth in Section (10)(c)(ii) of the First Notes shall mean November 25, 2002. (b) The definition of "CASH OPTIONAL REDEMPTION CONSIDERATION" set forth in Section 28(b) of the First Notes shall be replaced in its entirety and shall mean each Buyer's pro rata portion of an aggregate amount equal to One Hundred Seven Million Three Hundred Seventy-Two Thousand Six Hundred Two Dollars and Seventy-Four Cents ($107,372,602.74). Upon surrender of its First Notes to the Company or to Company's counsel, each Buyer shall receive on the date hereof the amount set forth opposite such Buyer's name on {PAGE} Exhibit A attached hereto pursuant to the wire transfer instructions set forth on such Exhibit A. Upon redemption, the parties acknowledge that, pursuant to the terms of the Purchase Agreement, the Company has no further obligations to issue Notes or Conversion Shares. 2. Non-Cash Optional Redemption Consideration. The parties hereto agree that the following provisions shall apply to the Non-Cash Optional Redemption Consideration required to be delivered by the Company to the Buyers on the date hereof pursuant to the terms of the First Notes: (a) At any time and from time to time on or after the date hereof and on or prior to November 25, 2003 (the "EXERCISE PERIOD"), each of the Buyers shall have the right (the "PURCHASE RIGHT") to purchase up to its pro rata portion (based on the principal amount of First Notes each Buyer purchased in relation to the aggregate principal amount of First Notes issued) of $57.5 million aggregate principal amount of 7 1/2% Convertible Senior Notes of the Company (the "BUYER NOTES"), which Buyer Notes and any related indenture (the "BUYER INDENTURE") shall be identical to the 144A Notes and the terms of the Indenture, other than as set forth herein, and the form of such Buyer Notes and any Buyer Indenture to be delivered as set forth in Section 2(e) below. (b) During the Exercise Period, a Buyer may exercise on one occasion or on multiple occasions up to an aggregate of its pro rata portion of the Purchase Right by (i) delivery of a written notice, in the form of the notice attached as Exhibit B hereto or a reasonable facsimile thereof (an "EXERCISE NOTICE"), to the Company of such Buyer's election to exercise its Purchase Right, which Exercise Notice shall specify the aggregate principal amount of Buyer Notes to be purchased and the date for the closing (a "CLOSING") of such exercise, which date shall be five (5) Business Days after delivery of the Exercise Notice (a "CLOSING DATE"), and (ii) payment to the Company on the Closing Date of an amount equal to the aggregate principal amount of Buyer Notes to be purchased (the "PURCHASE PRICE") in cash or delivery of a certified check or bank draft payable to the order of the Company or wire transfer of immediately available funds. In the event of any exercise of the rights represented by the Purchase Right in compliance with this Section 2(b), the Company shall on the applicable Closing Date issue and deliver to the address as specified in the Exercise Notice, a Buyer Note or Buyer Notes in such denominations as may be requested by the applicable Buyer in the Exercise Notice, registered in the name of such Buyer or its designee, for the aggregate principal amount of Buyer Notes to which such Buyer shall be entitled upon such exercise. The time of each Closing shall be 10:00 A.M. Central Time, on the applicable Closing Date (or such later time or date as is mutually agreed to by the Company and the Buyer). Each Closing shall occur on the applicable Closing Date at the offices of Schulte Roth & Zabel LLP, 919 Third Avenue, New York, New York 10022. (c) If the Company shall fail for any reason or for no reason to issue to an exercising Buyer on a Closing Date the Buyer Notes being 295049	Wells Fargo Bank Wells Fargo Bank Minnesota, NA ( Financial ) As referenced in this Agreement: Wells Fargo Bank Minnesota, Na – 230 million of its 7 1/2% Convertible Senior Notes due 2007 (the "144A NOTES") pursuant to the Indenture between the Company and Wells Fargo Bank Minnesota, Na tional Association, dated as of November 21, 2002 (the "INDENTURE"); D. Pursuant to the terms of the First Notes, the Company is now _____________ dt 245738 ; Xcel Energy Xcel Energy Inc. ( Electric Utilities ) As referenced in this Agreement: XCEL ENERGY INC – EX-99.04 REDEMPTION AGREEMENT {TEXT} {PAGE} EXHIBIT 99.04 AGREEMENT AGREEMENT (the "AGREEMENT"), dated as of November 25, 2002, by and among XCEL ENERGY INC ., a Minnesota corporation, with headquarters located at 800 Nicollet Mall, Minneapolis, MN 55401 (the "COMPANY"), and the entities party hereto (individually, a " _____________ XCEL ENERGY INC – WHEREOF, each Buyer and the Company have caused this Agreement to be duly executed as of the date first written above. COMPANY: BUYERS: XCEL ENERGY INC . CITADEL EQUITY FUND LTD. By: Citadel Limited Partnership, Portfolio Manager By: GLB Partners, L.P., its General Partner By: Citadel Investment Group, _____________ XCEL ENERGY INC – ACCT NAME: JACKSON INVESTMENT Facsimile: (312) 338-0780 FUND LTD. Telephone: (312) 696-2100 Residence: Cayman Islands {/TABLE} {PAGE} EXHIBIT B EXERCISE NOTICE XCEL ENERGY INC . The undersigned holder hereby exercises the right to purchase an aggregate principal amount of $_________ of the 7 1/2% Convertible Senior _____________ Xcel Energy Inc – exercises the right to purchase an aggregate principal amount of $_________ of the 7 1/2% Convertible Senior Notes (the "BUYER NOTES") of Xcel Energy Inc ., a Minnesota corporation (the "COMPANY"), pursuant to the Purchase Right granted to the undersigned in that certain agreement dated as of November _____________ dt 247220 ;	BNY Bank of New York ( Money Center Banks ) As referenced in this Agreement: Bank of New York – AND FACSIMILE NUMBER CONSIDERATION WIRE INSTRUCTIONS ---------------------------- ------------------------------------ ------------- ------------------------------------- {S} {C} {C} {C} Citadel Equity Fund Ltd. c/o Citadel Investment Group, $85,898,082.18 Bank of New York L.L.C. ABA 021000018 225 West Washington Street Swift: IRVTUS3N Chicago, Illinois 60606 Acct:8900-472-545 Attention: Kenneth A. Simpler _____________ Bank of New York – 312) 338-0780 Telephone: (312) 696-2100 Residence: Cayman Islands Citadel Credit Trading Ltd. c/o Citadel Investment Group, $10,737,260.28 Bank of New York L.L.C. ABA 021000018 225 West Washington Street Swift: IRVTUS3N Chicago, Illinois 60606 Acct:8900-472-936 Attention: Kenneth A. Simpler _____________ Bank of New York – Facsimile: (312) 338-0780 Telephone: (312) 696-2100 Residence: Cayman Islands Jackson Investment Fund c/o Citadel Investment Group, $10,737,260.28 Bank of New York Ltd. L.L.C. ABA 021000018 225 West Washington Street Swift: IRVTUS3N Chicago, Illinois 60606 Acct:8900-419-253 Attention: Kenneth A. _____________ dt 260914 ; Schulte Roth Schulte Roth & Zabel LLP ( Legal ) As referenced in this Agreement: Schulte Roth – is mutually agreed to by the Company and the Buyer). Each Closing shall occur on the applicable Closing Date at the offices of Schulte Roth & Zabel LLP, 919 Third Avenue, New York, New York 10022. (c) If the Company shall fail for any reason or for no _____________ dt 254680

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