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TRANSFER AND ADMINISTRATION AGREEMENT
by and among
THOROUGHBRED FUNDING, INC.
NORFOLK SOUTHERN RAILWAY COMPANY,
as Originator and as Servicer,
NORFOLK SOUTHERN CORPORATION,
THE CONDUIT INVESTORS FROM TIME TO TIME PARTY HERETO,
THE COMMITTED INVESTORS FROM TIME TO TIME PARTY HERETO,
THE MANAGING AGENTS FROM TIME TO TIME PARTY HERETO,
and
JPMORGAN CHASE BANK, N.A.
as Administrative Agent
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS
1
SECTION 1.1
Certain Defined Terms
1
SECTION 1.2
Other . . .
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TRANSFER AND ADMINISTRATION AGREEMENT
by and among
OVERNITE TRANSPORTATION COMPANY,
as Originator and as Servicer,
YC SUSI TRUST,
as Conduit Investor,
BANK OF AMERICA,
NATIONAL ASSOCIATION,
as Agent, as Administrator, as Letter of Credit Bank and as the Alternate Investor,
and
THE OTHER ALTERNATE INVESTORS
FROM TIME TO TIME PARTIES HERETO
Dated as of December 17, 2004*
*
Conformed to reflect Amendment No. 1, dated as of January 4, 2005.
. . .
1052989
|
McGraw-Hill Companies
As referenced in this Transfer and Administration Agreement:
McGraw-Hill Companies, Inc – would be the Settlement Date for such Portion of Investment pursuant to clause (a) of this definition.
S&P means Standard & Poors Ratings Services, a division of The McGraw-Hill Companies, Inc ., or any successor that is a nationally recognized statistical rating organization.
Sub-Servicer is defined in Section 7.1(d).
Subsidiary means, with respect to any Person, any corporation
_____________
dt 1517116
;
 BofA
As referenced in this Transfer and Administration Agreement:
BANK OF AMERICA,
NA – TRANSFER AND ADMINISTRATION AGREEMENT
EXHIBIT 10.2
EXECUTION COPY
TRANSFER AND ADMINISTRATION AGREEMENT
by and among
OVERNITE TRANSPORTATION COMPANY,
as Originator and as Servicer,
YC SUSI TRUST,
as Conduit Investor,
BANK OF AMERICA,
NA TIONAL ASSOCIATION,
as Agent, as Administrator, as Letter of Credit Bank and as the Alternate Investor,
and
THE OTHER ALTERNATE INVESTORS
FROM TIME TO TIME PARTIES HERETO
Dated as of
_____________
BANK OF AMERICA, NA – December 17, 2004, by and among OVERNITE TRANSPORTATION COMPANY, a Virginia corporation, individually (the Originator) and as initial Servicer, YC SUSI TRUST, a Delaware statutory trust, as the Conduit Investor, BANK OF AMERICA, NA TIONAL ASSOCIATION, a national banking association (Bank of America), as the Agent for the Investors and the Letter of Credit Bank, as Administrator, as Letter of Credit Bank and as
_____________
Bank of America, Na – misconduct.
[SIGNATURES FOLLOW]
75
IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the date first written above.
YC SUSI TRUST,
as Conduit Investor
by: Bank of America, Na tional Association, as Administrative Trustee
By:
Name:___________________________________
Title:____________________________________
76
OVERNITE TRANSPORTATION COMPANY,
individually and as Servicer
By:
Name:___________________________________
Title:____________________________________
77
Commitment*
BANK OF AMERICA, NATIONAL ASSOCIATION,
$
_____________
BANK OF AMERICA, NA – Investor
by: Bank of America, National Association, as Administrative Trustee
By:
Name:___________________________________
Title:____________________________________
76
OVERNITE TRANSPORTATION COMPANY,
individually and as Servicer
By:
Name:___________________________________
Title:____________________________________
77
Commitment*
BANK OF AMERICA, NA TIONAL ASSOCIATION,
$102,000,000
as Agent, as Administrator and as the Alternate Investor
By:
Name:___________________________________________
Title:____________________________________________
Letter of Credit
Commitment
BANK OF AMERICA, NATIONAL ASSOCIATION,
$102,000,
_____________
BANK OF AMERICA, NA – Title:____________________________________
77
Commitment*
BANK OF AMERICA, NATIONAL ASSOCIATION,
$102,000,000
as Agent, as Administrator and as the Alternate Investor
By:
Name:___________________________________________
Title:____________________________________________
Letter of Credit
Commitment
BANK OF AMERICA, NA TIONAL ASSOCIATION,
$102,000,000
as Letter of Credit Bank
By:
Name:___________________________________________
Title:____________________________________________
*
Face amount (drawn and undrawn) of Letters of Credit issued by Bank of America as
_____________
dt 1558238
;
|
BNY
As referenced in this Transfer and Administration Agreement:
Bank of New York – 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 (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate
_____________
dt 1585961
|
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AMENDMENT NUMBER 8 TO TRANSFER AND ADMINISTRATION AGREEMENT
Amendment Number 8 to Transfer and Administration Agreement
Exhibit 10-AAaa
TRANSFER AND ADMINISTRATION AGREEMENT among YC SUSI TRUST, LIBERTY STREET FUNDING CORP., AMSTERDAM FUNDING CORPORATION, FALCON ASSET SECURITIZATION CORPORATION, TECH DATA FINANCE SPV, INC., as Transferor and TECH
DATA CORPORATION, as Collection Agent THE BANK OF NOVA SCOTIA, as a Liberty Bank Investor ABN AMRO BANK N.V., as an AFC Bank . . .
1073537
|
ABN AMRO Bank
As referenced in this Transfer and Administration Agreement:
ABN AMRO BANK N.V., – FUNDING CORPORATION, FALCON ASSET SECURITIZATION CORPORATION, TECH DATA FINANCE SPV, INC., as Transferor and TECH
DATA CORPORATION, as Collection Agent THE BANK OF NOVA SCOTIA, as a Liberty Bank Investor ABN AMRO BANK N.V., as an AFC Bank Investor BANK ONE, NA, as a Falcon Bank Investor and BANK OF AMERICA, NATIONAL ASSOCIATION, as Administrative Agent, an SUSI Issuer Bank Investor and Lead
_____________
ABN AMRO BANK N.V., – New York Agency (“Scotia Bank”), as a Liberty Bank Investor and as agent for Liberty and the Liberty Bank Investors (in such capacity, the
“Liberty Agent”), ABN AMRO BANK N.V., a banking corporation organized and existing under the laws of the Netherlands and acting through its Chicago Branch (“ABN AMRO”), as an AFC Bank Investor and as
_____________
ABN AMRO BANK N.V., – New York Agency (“Scotia Bank”), as a Liberty Bank Investor and as agent for Liberty and the Liberty Bank Investors (in such capacity, the “Liberty Agent”), ABN AMRO BANK N.V., a banking corporation organized and
existing under the laws of the Netherlands and acting through its Chicago Branch (“ABN AMRO”), as an AFC Bank Investor and as
_____________
ABN AMRO Bank N.V., – agree as follows: ARTICLE I DEFINITIONS SECTION 1.1. Certain Defined Terms. As used in this Agreement, the following terms shall have the following meanings: “ABN AMRO” means ABN AMRO Bank N.V., a banking corporation
organized and existing under the laws of the Netherlands and acting through its Chicago branch, and its successors and assigns. “Administrative Agent” means Bank
_____________
ABN AMRO Bank N.V. – Global
Securitization Services, LLC 114 West 47th Street, Suite 1715 New York, New York 10036 Attention: Andrew Stidd Telephone: (212)
302-8330 Telecopy: (212) 302-8767 with a copy to: ABN AMRO Bank N.V. 135 South LaSalle
Street Suite 725
75
Chicago, Illinois 60674 Attention: Program Administrator - Amsterdam Telephone: (312) 904-6263 Telecopy: (312) 904-6376 If to Falcon: Falcon Asset Securitization Corp.
_____________
dt 1471094
;
McGraw-Hill Companies
As referenced in this Transfer and Administration Agreement:
McGraw-Hill Companies, Inc – good faith and
based upon reasonable criteria. “Standard &
Poor’s” or “S&P” means Standard & Poor’s, a division of The McGraw-Hill Companies, Inc . “Subsidiary” of a Person means any corporation more than 50% of the outstanding voting interests of which shall at any time be owned or
controlled, directly or
_____________
dt 1517151
;
BofA
As referenced in this Transfer and Administration Agreement:
BANK OF AMERICA, NA – Agent THE BANK OF NOVA SCOTIA, as a Liberty Bank Investor ABN AMRO BANK N.V., as an AFC Bank Investor BANK ONE, NA, as a Falcon Bank Investor and BANK OF AMERICA, NA TIONAL ASSOCIATION, as Administrative Agent, an SUSI Issuer Bank Investor and Lead Arranger Dated as of May 19, 2000 (composite through Amendment 8, dated as of December 13, 2004)
TABLE
_____________
BANK OF AMERICA, NA – banking association (“JPMorgan Chase”), as a Falcon Bank Investor and as
agent for Falcon and the Falcon Bank Investors (in such capacity, the “Falcon Agent”) and BANK OF AMERICA, NA TIONAL ASSOCIATION, a national banking association (“Bank of America”), as agent for the SUSI Issuer,
Liberty, AFC, Falcon, the SUSI Issuer Bank Investors, the Liberty Bank Investors, the
_____________
Bank of America, Na – Title:
President
TECH DATA CORPORATION,
as Collection Agent
By:
/s/ Jeffery P. Howells
Name:
Jeffery P. Howells
Title:
Executive Vice President and Chief
Financial Officer
7
YC SUSI TRUST
By:
Bank of America, Na tional Association, as
Administrative Trustee of YC SUSI Trust
By:
/s/ Charu Mani
Name:
Charu Mani
Title:
Vice President
8
LIBERTY STREET FUNDING CORP.
By:
/s/ Bernard J. Angelo
Name:
_____________
BANK OF AMERICA, NA – Bernard J. Angelo
Title:
Vice President
10
FALCON ASSET SECURITIZATION CORPORATION
By:
/s/ George S. Wilkins III
Name:
George S. Wilkins III
Title:
Authorized Signer
11
Commitment $117,300,000
BANK OF AMERICA, NA TIONAL ASSOCIATION, as Administrative Agent, SUSI Issuer Agent and as a SUSI Issuer Bank
Investor
By:
/s/ Diane Sonnenstein
Name:
Diane Sonnenstein
Title:
Principal
12
Exhibit A to Amendment Number
_____________
BANK OF AMERICA, NA – banking association (“Bank One”), as a Falcon Bank Investor and as agent for Falcon and the Falcon Bank Investors (in such capacity, the “Falcon Agent”)
and BANK OF AMERICA, NA TIONAL ASSOCIATION, a national banking association (“Bank of America”), as agent for SUSI Issuer, Liberty, AFC, Falcon, the SUSI Issuer Bank Investors, the Liberty Bank Investors, the AFC
_____________
dt 1555272
;
|
BNY
As referenced in this Transfer and Administration Agreement:
Bank of New York, – System arranged by Federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so
published for any day that is a Business Day, the average of the quotations for such day for such transactions received by
_____________
dt 1586108
;
Nova Scotia
As referenced in this Transfer and Administration Agreement:
BANK OF NOVA SCOTIA, – among YC SUSI TRUST, LIBERTY STREET FUNDING CORP., AMSTERDAM FUNDING CORPORATION, FALCON ASSET SECURITIZATION CORPORATION, TECH DATA FINANCE SPV, INC., as Transferor and TECH
DATA CORPORATION, as Collection Agent THE BANK OF NOVA SCOTIA, as a Liberty Bank Investor ABN AMRO BANK N.V., as an AFC Bank Investor BANK ONE, NA, as a Falcon Bank Investor and BANK OF AMERICA, NATIONAL ASSOCIATION,
_____________
BANK OF NOVA SCOTIA, – corporation
(“AFC”), FALCON ASSET SECURITIZATION CORPORATION, a Delaware corporation, (“Falcon” and collectively with the SUSI Issuer, Atlantic, Liberty, and AFC, the “Class Conduits”), THE BANK OF NOVA SCOTIA,
a banking corporation organized and existing under the laws of Canada, acting through its New York Agency (“Scotia Bank”), as a Liberty Bank Investor and as agent
_____________
BANK OF NOVA SCOTIA, – a Delaware corporation (“AFC”), FALCON ASSET SECURITIZATION CORPORATION, a Delaware
corporation, (“Falcon” and collectively with SUSI Issuer, Liberty, and AFC, the “Class Conduits”), THE BANK OF NOVA SCOTIA, a banking corporation organized and existing under the laws of Canada, acting through its
New York Agency (“Scotia Bank”), as a Liberty Bank Investor and as agent
_____________
Bank of Nova Scotia, – the Sublease Agreement, effective as of the date of the effectiveness of this Agreement, between the Transferor, David G. Cartwright and David R. Kelly. “Liberty Agent” means The Bank of Nova Scotia, a banking
corporation organized and existing under the laws of Canada, acting through its New York Agency, in its capacity as agent for Liberty and the Liberty Bank Investors,
_____________
Bank of Nova Scotia, – Agency, in its capacity as agent for Liberty and the Liberty Bank Investors, and any successor thereto appointed pursuant to Article IX. “Liberty Bank Investors” shall mean The Bank of Nova Scotia,
and its successors and assigns who are or become parties to this Agreement as such pursuant to an Assignment and Assumption Agreement. “LIBOR Rate” means, with respect
_____________
dt 1340481
;
More... |
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Transfer and Administration Agreement (154K)
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TRANSFER AND ADMINISTRATION AGREEMENT
by and among
------------
VARIABLE FUNDING CAPITAL CORPORATION,
as a Conduit Investor,
FIRST UNION NATIONAL BANK,
as a Committed Investor and as Liquidity Agent
DIRECT MERCHANTS CREDIT CARD BANK, NATIONAL ASSOCIATION
as Transferor,
and
---
FIRST UNION SECURITIES, INC.,
as Deal Agent
Dated as of June 15, 2001
================================================================================
{PAGE}
{TABLE}
{CAPTION}
TABLE OF CONTENTS
Page
----
{S} {C}
Article I Definitions.......................................................................... 1
Section 1.1 Certain Defined Terms.......................................................... 1
Section 1.2 Other Terms.................................................................... 1
Section 1.3 Computation of Time Periods.................................................... 1
Article II Purchase and Settlements............................................................ 2
Section 2.1 Facility....................................................................... 2
Section 2.2 Transfers; Certificates; Eligible Receivables.................................. 2
Section 2.3 Discount....................................................................... 4
Section 2.4 Discount, Fees and Other Costs and Expenses.................................... 4
Section 2.5 Application of Finance Charge Collections...................................... 4
Section 2.6 Application of Principal Collections; Excess Funding Account; Spread Account... 5
Section 2.7 Payment of Fees................................................................ 6
Section 2.8 Protection of Interest of VFCC and the Committed Investors..................... 6
Section 2.9 Deemed Collections; Application of Payments.................................... 7
Section 2.10 Payments and Computations, Etc................................................. 8
Section 2.11 Reports........................................................................ 8
Section 2.12 Collection Account............................................................. 8
Section 2.13 Right of Setoff................................................................ 9
Section 2.14 Sharing of Payments, Etc....................................................... 9
Section 2.15 Broken Funding................................................................. 9
Section 2.16 Illegality..................................................................... 10
Section 2.17 Inability to Determine Eurodollar Rate......................................... 10
Article III Representations and Warranties..................................................... 11
Section 3.1 Representations and Warranties of the Transferor............................... 11
Section 3.2 Reaffirmation of Representations and Warranties by the Transferor.............. 14
Article IV Conditions Precedent................................................................ 14
Section 4.1 Conditions to Effectiveness.................................................... 14
Article V Covenants............................................................................ 16
Section 5.1 Affirmative Covenants.......................................................... 16
Section 5.2 Negative Covenants............................................................. 19
Article VI Administration and Collections...................................................... 21
Section 6.1 Appointment of Collection Agent................................................ 21
Section 6.2 Duties of Collection Agent..................................................... 21
Section 6.3 Rights After Designation of New Collection Agent............................... 23
Section 6.4 Collection Agent Default....................................................... 23
Section 6.5 Indemnities by the Collection Agent............................................ 25
Article VII Termination Events................................................................. 25
Section 7.1 Termination Events............................................................. 25
Section 7.2 Remedies Upon the Occurrence of a Termination Event............................ 27
Section 7.3 Reconveyance Under Certain Circumstances....................................... 27
Article VIII Indemnification; Expenses; Related Matters........................................ 28
{/TABLE}
i
{PAGE}
{TABLE}
{S} {C}
Section 8.1 Indemnities by the Transferor........................................... 28
Section 8.2 Indemnity for Reserves and Expenses..................................... 30
Section 8.3 Indemnity for Taxes..................................................... 31
Section 8.4 Other Costs, Expenses and Related Matters............................... 31
Article IX Miscellaneous................................................................. 32
Section 9.1 Term of Agreement....................................................... 32
Section 9.2 Waivers; Amendments..................................................... 32
Section 9.3 Notices................................................................. 33
Section 9.4 Governing Law; Submission to Jurisdiction; Integration.................. 34
Section 9.5 Severability; Counterparts.............................................. 34
Section 9.6 Successors and Assigns.................................................. 35
Section 9.7 Confidentiality......................................................... 35
Section 9.8 No Bankruptcy Petition Against any Conduit Investor..................... 36
Section 9.9 Limited Recourse........................................................ 36
Section 9.10 Characterization of the Transactions Contemplated by the Agreement...... 37
Section 9.11 Waiver of Setoff........................................................ 37
Section 9.12 Conflict Waiver......................................................... 37
Section 9.13 Liability of Deal Agent................................................. 37
{/TABLE}
EXHIBITS
--------
EXHIBIT A Sample Credit Card Agreement
EXHIBIT B List of Accounts
EXHIBIT C [Reserved]
EXHIBIT D [Reserved]
EXHIBIT E Form of Monthly Statement
EXHIBIT F Form of Transfer Certificate
EXHIBIT G List of Actions and Suits
EXHIBIT H Location of Records
EXHIBIT I List of Subsidiaries, Divisions and Tradenames
EXHIBIT J Form of Secretary's Certificate
SCHEDULES
---------
SCHEDULE A Schedule of Definitions
ii
{PAGE}
TRANSFER AND ADMINISTRATION AGREEMENT
TRANSFER AND ADMINISTRATION AGREEMENT (as amended, supplemented or
otherwise modified and in effect from time to time, this "Agreement"), dated as
---------
of June 15, 2001, by and among Direct Merchants Credit Card Bank, National
354568
|
First Union
As referenced in this Transfer and Administration Agreement:
FIRST UNION NATIONAL BANK, – 11
{SEQUENCE}7
{FILENAME}dex1011.txt
{DESCRIPTION}TRANSFER & ADMINSTRATION AGREEMENT
{TEXT}
{PAGE}
Exhibit 10.11
================================================================================
TRANSFER AND ADMINISTRATION AGREEMENT
by and among
------------
VARIABLE FUNDING CAPITAL CORPORATION,
as a Conduit Investor,
FIRST UNION NATIONAL BANK,
as a Committed Investor and as Liquidity Agent
DIRECT MERCHANTS CREDIT CARD BANK, NATIONAL ASSOCIATION
as Transferor,
and
---
FIRST UNION SECURITIES, INC.,
as Deal Agent
Dated as of June
_____________
FIRST UNION NATIONAL BANK, – Conduit Investor
By: First Union Securities, Inc., as attorney-in-fact
By:_______________________________________________
Name:_____________________________________________
Title:____________________________________________
FIRST UNION SECURITIES, INC.,
as Deal Agent
By:_______________________________________________
Name:_____________________________________________
Title:____________________________________________
FIRST UNION NATIONAL BANK,
as a Committed Investor and as Liquidity Agent
By:_______________________________________________
Name:_____________________________________________
Title:____________________________________________
[additional signatures to follow]
{PAGE}
DIRECT MERCHANTS CREDIT CARD BANK,
NATIONAL ASSOCIATION, as Transferor and
_____________
First Union National Bank
– as Collection Agent
By:___________________________________________
Name:_________________________________________
Title:________________________________________
40
{PAGE}
EXHIBIT A
---------
[SAMPLE CREDIT CARD AGREEMENT]
Exhibit A - Page 1
{PAGE}
EXHIBIT B
---------
LIST OF ACCOUNTS
Collection Account:
------------------
Bank: First Union National Bank
ABA #: 053000219
AC: 5000000016439
Account Number: 1076011676
Re: Metris/Collection Account
Attn: Structured Finance
Excess Funding Account:
----------------------
Bank: First Union National Bank
ABA #: 053000219
AC: 5000000016439
Account Number: 1076011685
_____________
First Union National Bank
– EXHIBIT B
---------
LIST OF ACCOUNTS
Collection Account:
------------------
Bank: First Union National Bank
ABA #: 053000219
AC: 5000000016439
Account Number: 1076011676
Re: Metris/Collection Account
Attn: Structured Finance
Excess Funding Account:
----------------------
Bank: First Union National Bank
ABA #: 053000219
AC: 5000000016439
Account Number: 1076011685
Re: Metris/Excess Funding Account
Attn: Structured Finance
Spread Account:
--------------
Bank: First Union National Bank
ABA #: 053000219
AC: 5000000016439
Account Number: 1076011694
_____________
First Union National Bank
– Account
Attn: Structured Finance
Excess Funding Account:
----------------------
Bank: First Union National Bank
ABA #: 053000219
AC: 5000000016439
Account Number: 1076011685
Re: Metris/Excess Funding Account
Attn: Structured Finance
Spread Account:
--------------
Bank: First Union National Bank
ABA #: 053000219
AC: 5000000016439
Account Number: 1076011694
Re: Metris/Spread Account
Attn: Structured Finance
Exhibit B-Page 1
{PAGE}
EXHIBIT C
---------
[RESERVED]
Exhibit C - Page 1
{PAGE}
EXHIBIT D
---------
[
_____________
dt 733328
;
First Union
As referenced in this Transfer and Administration Agreement:
FIRST UNION SECURITIES, INC – VARIABLE FUNDING CAPITAL CORPORATION,
as a Conduit Investor,
FIRST UNION NATIONAL BANK,
as a Committed Investor and as Liquidity Agent
DIRECT MERCHANTS CREDIT CARD BANK, NATIONAL ASSOCIATION
as Transferor,
and
---
FIRST UNION SECURITIES, INC .,
as Deal Agent
Dated as of June 15, 2001
================================================================================
{PAGE}
{TABLE}
{CAPTION}
TABLE OF CONTENTS
Page
----
{S} {C}
Article I Definitions.......................................................................... 1
Section 1.1 Certain Defined Terms.......................................................... 1
_____________
FIRST UNION SECURITIES, INC – Direct Merchants Credit Card Bank, National
Association, as transferor (in such capacity, the "Transferor") and as
----------
collection agent (in such capacity, the "Collection Agent"), VARIABLE FUNDING
----------------
CAPITAL CORPORATION, ("VFCC") and FIRST UNION SECURITIES, INC ., ("FUSI"), as
---- ----
deal agent for the benefit of VFCC and the Committed Investors (in such
capacity, the "Deal Agent").
----------
PRELIMINARY STATEMENTS
WHEREAS, the Transferor may desire to convey, transfer
_____________
First Union Securities, Inc – establish, and cause to be maintained during the term of this
Agreement, an account in the name of the Transferor, with FUNB entitled "Excess
Funding Account for the benefit of First Union Securities, Inc ., as agent for
certain investor parties" (the "Excess Funding Account"). Funds allocated
----------------------
pursuant to subsection (a)(ii) above shall be deposited in the Excess Funding
------------------
Account on each day
_____________
First Union Securities, Inc – shall establish, and cause to be maintained during the term of this Agreement,
an account in the name of the Transferor with FUNB entitled "Spread Account for
the benefit of First Union Securities, Inc ., as agent for certain investor
parties" (the "Spread Account"). Funds allocated pursuant to Section 2.5(f)
-------------- --------------
shall be deposited in the Spread Account on each day such funds
_____________
FIRST UNION SECURITIES, INC – with a copy to:
Metris Company, Inc.
10900 Wayzata Boulevard
Minnetonka, MN 55305
Attn: Treasurer
Telephone: 704-383-9343
Telecopy: 704-383-6036
33
{PAGE}
If to the Deal Agent:
--------------------
FIRST UNION SECURITIES, INC .
One First Union Center
301 South College Street
9/th/ Floor
Attention: Chad Kobos
Telephone: 704-715-1359
Telecopy: 704-383-1085
If to the Committed Investors, at their
_____________
dt 752859
;
|
Metris Companies
As referenced in this Transfer and Administration Agreement:
Metris Companies Inc – G
---------
List of Actions and Suits
-------------------------
None
Exhbit G-Page 1
{PAGE}
EXHIBIT H
---------
Location of Records
-------------------
Direct Merchants Credit Card Bank, N.A.
17600 Perimeter Drive
Scottsdale, AZ 85255
Metris Companies Inc .
10900 Wayzata Blvd.
Minnetonka, MN 55305
Metris Companies Inc.
4848 South 129 East Avenue
Tulsa, OK 74134
Exhibit H-Page 1
{PAGE}
EXHIBIT I
---------
List of Subsidiaries, Divisions and
_____________
Metris Companies Inc – Page 1
{PAGE}
EXHIBIT H
---------
Location of Records
-------------------
Direct Merchants Credit Card Bank, N.A.
17600 Perimeter Drive
Scottsdale, AZ 85255
Metris Companies Inc.
10900 Wayzata Blvd.
Minnetonka, MN 55305
Metris Companies Inc .
4848 South 129 East Avenue
Tulsa, OK 74134
Exhibit H-Page 1
{PAGE}
EXHIBIT I
---------
List of Subsidiaries, Divisions and Tradenames
----------------------------------------------
Direct Merchants Credit Card Bank, National Association - Utah
_____________
dt 1333377
|
Preview
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Transfer and Administration Agreement
Transfer and Administration Agreement (318K)
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<DESCRIPTION>TRANSFER AND ADMINISTRATION AGREEMENT
<TEXT>
TRANSFER AND ADMINISTRATION AGREEMENT
by and among
ARROW ELECTRONICS FUNDING CORPORATION,
ARROW ELECTRONICS, INC.,
Individually and as Master Servicer
The Persons Parties hereto as Conduit Investors,
Alternate Investors and Funding Agents
. . .
1130304
|
Arrow
As referenced in this Transfer and Administration Agreement:
ARROW ELECTRONICS, INC. – SEQUENCE>14
<FILENAME>ex12-10mi.txt
<DESCRIPTION>TRANSFER AND ADMINISTRATION AGREEMENT
<TEXT>
TRANSFER AND ADMINISTRATION AGREEMENT
by and among
ARROW ELECTRONICS FUNDING CORPORATION,
ARROW ELECTRONICS, INC. ,
Individually and as Master Servicer
The Persons Parties hereto as Conduit Investors,
Alternate Investors and Funding Agents
BANK OF AMERICA,
NATIONAL ASSOCIATION,
as Administrative Agent
TABLE OF CONTENTS
-----------------
PAGE
_____________
Arrow Electronics, Inc. – Inc.
TRANSFER AND ADMINISTRATION AGREEMENT
This TRANSFER AND ADMINISTRATION AGREEMENT (this "Agreement"), dated as of
---------
March 21, 2001, by and among Arrow Electronics Funding Corporation, a Delaware
corporation (the "SPV"), Arrow Electronics, Inc. , a New York corporation,
---
individually ("Arrow") and as initial Master Servicer, the several commercial
paper conduits identified on Schedule A and their respective permitted
----------
successors and assigns (the "Conduit
_____________
Arrow Electronics, Inc. – pages hereof and any other financial institution that
shall become a party to this Agreement pursuant to Section 11.8.
------------
"Alternate Rate" is defined in Section 2.4.
--------------
"Arrow" means Arrow Electronics, Inc. , a New York corporation.
----
"Arrow Rating Event" means the withdrawal or downgrade of the long-term
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senior unsecured debt rating of Arrow below either BBB or Baa2 by S&
_____________
ARROW ELECTRONICS, INC. – Signatures Follow]
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the date first written above.
ARROW ELECTRONICS FUNDING CORPORATION,
as SPV
By:
----------------------------------
Name:
-----------------------------
Title:
----------------------------
ARROW ELECTRONICS, INC. ,
individually and as Master Servicer
By:
----------------------------------
Name:
-----------------------------
Title:
----------------------------
ENTERPRISE FUNDING CORPORATION,
as a Conduit Investor
By:
----------------------------------
Name:
-----------------------------
Title:
----------------------------
Commitment BANK OF AMERICA, NATIONAL ASSOCIATION,
$142,800,000 as a
_____________
dt 1452192
;
BofA
As referenced in this Transfer and Administration Agreement:
BANK OF AMERICA,
NA – AND ADMINISTRATION AGREEMENT
by and among
ARROW ELECTRONICS FUNDING CORPORATION,
ARROW ELECTRONICS, INC.,
Individually and as Master Servicer
The Persons Parties hereto as Conduit Investors,
Alternate Investors and Funding Agents
BANK OF AMERICA,
NA TIONAL ASSOCIATION,
as Administrative Agent
TABLE OF CONTENTS
-----------------
PAGE
ARTICLE I DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
SECTION 1.1. Certain Defined Terms. . . . . . . . . . . . . . . . . . . . .1
SECTION 1.2. Other Terms.. . . . . . . . . . . . . . . . . . . . . . . . .21
SECTION 1.3. Computation
_____________
Bank of America, Na – opposite the name of each
Conduit Investor on Schedule A and its permitted successors and assigns
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(each a "Funding Agent") with respect to such Conduit Investor and Alternate
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Investor and Bank of America, Na tional Association, a national banking
association ("Bank of America"), as the Administrative Agent for the Conduit
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Investors and the Alternate Investors.
ARTICLE I
DEFINITIONS
SECTION 1.1. Certain Defined Terms.
_____________
Bank of America, Na – the confidential letter agreement dated March 21, 2001
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among the SPV, Arrow, and the Administrative Agent with respect to certain fees
to be paid by the SPV and Arrow to Bank of America, Na tional Association and
Bank of America Securities LLC.
"Fees" means any of the fees payable pursuant to the Fee Letter or as set
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forth on Schedule IV hereto.
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"Final Payout
_____________
Bank
of America, N.A. – Credit Agreement" means the $625,000,000 Amended and Restated
---------------------------
Three Year Credit Agreement, dated February 22, 2001, among Arrow, the
Subsidiary Borrowers party thereto, the Several Banks party thereto, Bank
of America, N.A. , as Syndication Agent, Fleet National Bank, as Documentation
Agent, and The Chase Manhattan Bank, as Administrative Agent.
"Net Investment" means, at any time, the amount equal to (a) the
_____________
BANK OF AMERICA, NA – ELECTRONICS FUNDING CORPORATION,
as SPV
By:
----------------------------------
Name:
-----------------------------
Title:
----------------------------
ARROW ELECTRONICS, INC.,
individually and as Master Servicer
By:
----------------------------------
Name:
-----------------------------
Title:
----------------------------
ENTERPRISE FUNDING CORPORATION,
as a Conduit Investor
By:
----------------------------------
Name:
-----------------------------
Title:
----------------------------
Commitment BANK OF AMERICA, NA TIONAL ASSOCIATION,
$142,800,000 as a Funding Agent, as Administrative
Agent, and as an Alternate Investor
By:
----------------------------------
Name:
-----------------------------
Title:
----------------------------
DELAWARE FUNDING CORPORATION,
as a Conduit Investor
By:
----------------------------------
Name:
-----------------------------
Title:
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_____________
dt 1555429
;
Chase Manhattan
As referenced in this Transfer and Administration Agreement:
Chase Manhattan Bank, – 22, 2001, among Arrow, the
Subsidiary Borrowers party thereto, the Several Banks party thereto, Bank
of America, N.A., as Syndication Agent, Fleet National Bank, as Documentation
Agent, and The Chase Manhattan Bank, as Administrative Agent.
"Net Investment" means, at any time, the amount equal to (a) the sum of
--------------
the cash amounts paid to the SPV in respect of Investments pursuant
_____________
dt 1426443
;
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Fleet National
As referenced in this Transfer and Administration Agreement:
Fleet National Bank, – and Restated
---------------------------
Three Year Credit Agreement, dated February 22, 2001, among Arrow, the
Subsidiary Borrowers party thereto, the Several Banks party thereto, Bank
of America, N.A., as Syndication Agent, Fleet National Bank, as Documentation
Agent, and The Chase Manhattan Bank, as Administrative Agent.
"Net Investment" means, at any time, the amount equal to (a) the sum of
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the cash amounts paid
_____________
dt 1436947
;
Fleet Securities
As referenced in this Transfer and Administration Agreement:
Fleet Securities, Inc – as a Funding Agent and as an Alternate Investor
By:
----------------------------------
Name:
-----------------------------
Title:
----------------------------
Commitment EAGLE FUNDING CAPITAL CORPORATION,
$142,800,000 as a Conduit Investor and as an Alternate
Investor
By: Fleet Securities, Inc .,
its attorney-in-fact
By:
----------------------------------
Name:
-----------------------------
Title:
----------------------------
FLEET SECURITIES, INC.
as a Funding Agent
By:
----------------------------------
Name:
-----------------------------
Title:
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GRAMERCY CAPITAL CORP.,
as a Conduit Investor
By: Credit Suisse First Boston,
_____________
FLEET SECURITIES, INC – Name:
-----------------------------
Title:
----------------------------
Commitment EAGLE FUNDING CAPITAL CORPORATION,
$142,800,000 as a Conduit Investor and as an Alternate
Investor
By: Fleet Securities, Inc.,
its attorney-in-fact
By:
----------------------------------
Name:
-----------------------------
Title:
----------------------------
FLEET SECURITIES, INC .
as a Funding Agent
By:
----------------------------------
Name:
-----------------------------
Title:
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GRAMERCY CAPITAL CORP.,
as a Conduit Investor
By: Credit Suisse First Boston, New York
Branch, its attorney-in-fact
By:
----------------------------------
Name:
-----------------------------
Title:
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_____________
dt 1400792
;
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| 2002 |
Transfer and Administration Agreement
Transfer and Administration Agreement (80K)
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[FORM OF]
TRANSFER AND ADMINISTRATION AGREEMENT
among
CAPITAL ONE MULTI-ASSET EXECUTION TRUST,
as Issuer
CAPITAL ONE FUNDING, LLC,
as Transferor
CAPITAL ONE BANK,
as Administrator
and
THE BANK OF NEW YORK,
. . .
2303709
|
BNY
As referenced in this Transfer and Administration Agreement:
BANK OF NEW YORK, – 4.10
[FORM OF]
TRANSFER AND ADMINISTRATION AGREEMENT
among
CAPITAL ONE MULTI-ASSET EXECUTION TRUST,
as Issuer
CAPITAL ONE FUNDING, LLC,
as Transferor
CAPITAL ONE BANK,
as Administrator
and
THE BANK OF NEW YORK,
as Indenture Trustee
Dated as of September __, 2002
{PAGE}
TABLE OF CONTENTS
{TABLE}
{CAPTION}
Page
----
{S} {C}
ARTICLE I
DEFINITIONS
Section 1.01 Definitions ..................................................... 2
Section 1.02
_____________
BANK OF
NEW YORK, – EXECUTION TRUST (the "Issuer"), CAPITAL ONE FUNDING, LLC, as
transferor (in such capacity, the "Transferor"), CAPITAL ONE BANK ("Capital One
Bank"), as administrator (in such capacity, the "Administrator") and THE BANK OF
NEW YORK, as indenture trustee (in such capacity, the "Indenture Trustee"), is
made and entered into as of September __, 2002.
WHEREAS, Capital One Funding, LLC, as transferor (in such capacity,
_____________
Bank
of New York, – as transferor (in such capacity, the
"Master Trust Transferor"), Capital One Bank, as servicer (in such capacity, the
"Servicer") for the Capital One Master Trust (the "Master Trust"), and The Bank
of New York, as trustee for the Master Trust (the "Master Trust Trustee"), have
entered into an Amended and Restated Pooling and Servicing Agreement, dated as
of September 30, 1993 as amended
_____________
Bank of New York, – Services, Inc., 8000 Jones Branch Drive, McLean, Virginia 22102, Attention of
General Counsel, with a copy to Director of Securitization, (c) in the case of
the Indenture Trustee, to The Bank of New York, 101 Barclay Street, Floor 8
West, New York, New York 10286, Attention: Asset Backed Securities Unit, (d) in
the case of the Issuer, to the Capital One Multi-asset
_____________
BANK OF NEW YORK, – Trustee on behalf of the Trust
By: ___________________________________________
Name:
Title:
CAPITAL ONE FUNDING, LLC,
as Transferor
By: ___________________________________________
Name:
Title:
CAPITAL ONE BANK,
as Administrator
By: ___________________________________________
Name:
Title:
THE BANK OF NEW YORK,
as Indenture Trustee and not in its individual
capacity
By: ___________________________________________
Name:
Title:
[Signature Page to Transfer and Servicing Agreement]
{/TEXT}
{/DOCUMENT}
_____________
dt 1659409
;
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DB Trust
As referenced in this Transfer and Administration Agreement:
Deutsche Bank Trust Co – Capital One
Multi-asset Execution Trust Amended and Restated Trust Agreement, dated as of
September __, 2002 (the "Trust Agreement") between Capital One Funding, LLC, as
beneficiary (the "Beneficiary"), and Deutsche Bank Trust Co mpany Delaware, as
owner trustee (the "Owner Trustee") (this Agreement, the Trust Agreement, the
Indenture, the Asset Pool One Supplement and any supplements thereto being
hereinafter referred to collectively as
_____________
Deutsche Bank Trust Co – Floor 8
West, New York, New York 10286, Attention: Asset Backed Securities Unit, (d) in
the case of the Issuer, to the Capital One Multi-asset Execution Trust, c/o
Deutsche Bank Trust Co mpany Delaware, E.A. Delle Donne Corporate Center, 1011
Centre Road, Wilmington, DE 19805-1266 with a copy to Deutsche Bank Trust
Company Americas, c/o DB Services New Jersey
_____________
Deutsche Bank Trust
Co – Capital One Multi-asset Execution Trust, c/o
Deutsche Bank Trust Company Delaware, E.A. Delle Donne Corporate Center, 1011
Centre Road, Wilmington, DE 19805-1266 with a copy to Deutsche Bank Trust
Co mpany Americas, c/o DB Services New Jersey Inc., 100 Plaza One, Mail Stop:
JC408-0606, Jersey City, NJ 11311 or, as to each of the foregoing, at such other
_____________
DEUTSCHE BANK TRUST CO – Transfer and
Servicing Agreement to be duly executed by their respective officers as of the
day and year first above written.
CAPITAL ONE MULTI-ASSET EXECUTION
TRUST, as Issuer
By: DEUTSCHE BANK TRUST CO MPANY,
DELAWARE, not in its individual capacity but
solely as Owner Trustee on behalf of the Trust
By: ___________________________________________
Name:
Title:
CAPITAL ONE FUNDING, LLC,
as Transferor
By: ___________________________________________
Name:
_____________
dt 1580546
;
 Orrick
As referenced in this Transfer and Administration Agreement:
Orrick, Herrington – Trust pursuant to Section 2.01.
Section 2.03 Closing. The transfer, assignment, set over, pledge and
conveyance of the COMT Collateral Certificate shall take place at the offices of
Orrick, Herrington & Sutcliffe LLP, 3050 K Street, Suite 200, Washington, D.C.
20007 on the Closing Date, simultaneously with the closing of the transactions
contemplated by the Pooling and Servicing Agreement,
_____________
dt 1601562
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