EXHIBIT 10.5
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Purchase Agreement
ABN Amro Bank N.V.
and
U.S. Trade Funding Corp.
dated as of January 1, 1995
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TABLE OF CONTENTS
Article I Definitions.............................................................. 1
Section 1.01. Definitions.............................................................. 1
Article II Purchase and Conveyance of Loan Notes.................................... 2
Article III Representations and Warranties........................................... 3
Section 3.01. Representations and Warranties of the Bank............................... 3
Section 3.02. Representations and Warranties of the Company............................ 3
Article IV Other Matters Relating to the Bank....................................... 4
Section 4.01. Liability of the Bank.................................................... 4
Section 4.02. Merger or Consolidation of, or Assumption of the Obligations of, the Bank 4
Section 4.03. Limitation on Liability of the Bank...................................... 5
Section 4.04. Notice to Borrowers...................................................... 5
Article V Conditions Precedent..................................................... 5
Section 5.01. Conditions to the Obligations of the Company............................. 5
Article VI Miscellaneous............................................................ 6
Section 6.01. Notices, etc............................................................. 6
Section 6.02. Successors and Assigns................................................... 7
Section 6.03. Severability Clause...................................................... 7
Section 6.04. Amendments............................................................... 7
Section 6.05. Governing Law; Jurisdiction.............................................. 7
Section 6.06. Counterparts............................................................. 8
Section 6.07. Bankruptcy Petition Against the Company.................................. 8
Section 6.08. No Recourse.............................................................. 8
Section 6.09. Effect of Headings....................................................... 8
Section 6.10. No Waiver................................................................ 9
Exhibit A to the Purchase Agreement Sale and Assignment Agreement
Annex I to Assignment Description of transferred property and purchase price
Purchase Agreement dated as of January 1, 1995 (the "Agreement") between
ABN Amro Bank N.V., acting through its Chicago branch (together with its
successors and assigns, the "Bank") and U.S. Trade Funding Corp. (the
"Company").
WITNESSETH
Whereas, the Bank will, from time to time, loan amounts to the Borrowers
pursuant to Loan Agreements between each of the Borrowers and the Bank and such
Loans are to be evidenced by certain promissory notes in the forms set forth in
the related Loan Agreement (the "Loan Notes");
Whereas, the Loan Notes are entitled to the benefits of the related
Guarantee Agreements, (the "Eximbank Guarantee Agreements") between the Bank and
the Export-Import Bank of the United States ("Eximbank");
Whereas, the Company and LaSalle National Bank, as trustee (together with
any successors thereto in such capacity, the "Trustee"), are or will be parties
to Supplemental Trust Agreements incorporating therein the Standard Terms and
Conditions of Trust Agreement dated as of January 1, 1995 (as the same may be
amended from time to time, "Trust Agreements") pursuant to which the Company is
entitled to issue, or cause the issuance, from time to time of certain
securities (the "Securities");
Whereas, the Company desires to purchase from time to time from the Bank,
and the Bank desires to sell from time to time to the Company, the Loan Notes
and all of the Bank's right, title and interest thereunder, including, without
limitation, all of its right, title and interest under the Eximbank Guarantee
Agreements to the extent related to the Loan Notes; and
Whereas, the Company will finance its payment of the purchase price of the
Loan Notes through the issuance from time to time of the Company's Securities
(or Securities representing interests in a Trust formed by the Company) pursuant
to the related Trust Agreement and will secure the Securities by assigning,
inter alia, all of its right, title and interest with respect to the Loan Notes,
the related Loan Agreement and the Eximbank Guarantee Agreements to the Trustee
pursuant to the Trust Agreement.
Now, Therefore, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01. Definitions (a) For all purposes of this Agreement,
capitalized terms not otherwise defined herein shall have the meanings specified
in the Trust Agreement.
(b) The following terms (except as otherwise expressly provided or unless
the context otherwise requires) for all purposes of this Agreement shall have
the respective meanings hereinafter specified:"
Assignment" shall have the meaning set forth in Section 5.01(c) hereof."
Borrower" shall mean each Borrower party to a Loan Agreement."
Documents" shall have the meaning specified in Section 4.03(b) hereof."
Payment Certificate" with respect to any Loan Notes, shall mean a payment
certificate issued by Eximbank with respect to such Loan Notes."
Purchase Date" shall mean each date (which shall be a Business Day) on
which the Bank sells and the Company purchases Transferred Property pursuant to
this Agreement."
Purchase Price" shall have the meaning set forth in Section 2.01(a)
hereof."
Transferred Property" shall have the meaning set forth in Section 2.01(a)
hereof.
The words "herein," "hereof," "hereby," "hereto," "hereunder" and words of
similar import refer to this Agreement as a whole and not to any particular
article, section, paragraph or other subdivision of this Agreement. Defined
terms shall include the plural and the singular as the context shall require.
ARTICLE II
PURCHASE AND CONVEYANCE OF LOAN NOTES
Section 2.01. Purchase of Transferred Property;. (a) Subject to and
upon the terms and conditions hereinafter set forth, from time to time, the Bank
will sell, transfer, convey and assign to, or at the direction of, the Company,
without recourse, except as provided in this Agreement, and the Company will
purchase (but only as the Company shall agree as evidenced by its execution of a
related Assignment), all of the Bank's right, title and interest in and under
(i) one or more Loan Notes specified by the Bank, (ii) all monies due or to
become due with respect to such Loan Note or Loan Notes, and (iii) to the extent
related to such Loan Note or Loan Notes, the rights under the related Loan
Agreement or Loan Agreements and one or more Eximbank Guarantee Agreements
(collectively, the "Transferred Property") for a purchase price (the "Purchase
Price") equal to the purchase price of such Loan Note or Loan Notes as set forth
in the related Assignment. The Company acknowledges that transfers of the
Transferred Property made by the Bank directly to the Trustee for the benefit of
a Trust pursuant to a Transfer Agreement (as defined in Section 5.01(d) hereof)
are authorized by the Company consistent with the Company's rights in the
Transferred Property acquired hereunder.
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(b) The Purchase Price shall be satisfied by the payment of the same in
U.S. Dollars and in immediately available funds to such office of the Bank as
the Bank may designate from time to time.
(c) The Bank will cause each such Loan Note to be transferred to the
Trustee, as trustee under the related Trust Agreement for the benefit of the
Holders, on behalf of the Company.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
Section 3.01. Representations and Warranties of the Bank. The Bank
represents and warrants to the Company that:
(a) The Bank has been duly organized and is validly existing and in
good standing as a bank under the laws of its jurisdiction of organization,
with full power and authority to own its properties and to transact the
business in which it now engages.
(b) The performance of its obligations under this Agreement and the
consummation of the transactions herein contemplated have been duly
authorized by all requisite corporate action and will not conflict with or
result in a breach of any of the terms or provisions of, or constitute a
default under, or result in the creation or imposition of any lien, charge
or encumbrance upon any of its property or assets or upon that of any of
its subsidiaries pursuant to the terms of, any indenture, mortgage, deed of
trust, loan agreement or other agreement or instrument to which the Bank or
any of its subsidiaries is a party or by which the Bank or any of its
subsidiaries is bound or to which any of their property or assets is
subject, nor will such action result in any violation of the provisions of
the Bank's organizational documents.
(c) This Agreement has been, and on each Purchase Date, each
Assignment will be, duly executed and delivered by the Bank and each
constitutes (or will constitute on the relevant Purchase Date) a valid and
legally binding obligation of the Bank, enforceable against the Bank in
accordance with its terms, except as the enforceability thereof may be
subject to (i) the effects of any applicable bankruptcy, insolvency,
reorganization, receivership, conservatorship or other laws, regulations
and administrative orders affecting the rights of creditors generally and
(ii) general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or law).
(d) On each Purchase Date the Bank will be the owner of all right,
title and interest in and to the Transferred Property to be conveyed to the
Company on such Purchase Date and upon delivery of the corresponding
Assignment and the relevant Loan Notes such ownership interest will be
vested in the Company free and clear of all claims other than claims
created by or arising through the Company.
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Section 3.02. Representations and Warranties of the Company. The Company
represents and warrants to the Bank that:
(a) The Company has been duly organized and is validly existing and
in good standing as a corporation under the laws of the State of Delaware,
with full corporate power and authority to own its properties and to
transact the business in which it now engages or in which it proposes to
engage.
(b) The purchases to be made by the Company of the Transferred
Property pursuant to this Agreement and the consummation of the
transactions herein contemplated will not conflict with, or result in a
breach of, any of the terms or provisions of, or constitute a default under
or, except as contemplated hereby or by the Trust Agreement, result in the
creation or imposition of any lien, charge or encumbrance upon any of the
property or assets of the Company pursuant to the terms of any indenture,
mortgage, deed of trust, loan agreement or other agreement or instrument to
which the Company is a party or by which it is bound or to which any of the
property or assets of the Company is subject, nor will such action result
in any violation of the provisions of the Certificate of Incorporation or
the By-Laws of the Company or of any statute or any order, rule or
regulation of any court or governmental agency or body having jurisdiction
over the Company or any of its properties or assets; and no consent,
approval, authorization, order, registration or qualification of or with
any court or any such regulatory authority or other governmental agency or
body is required for the purchases from time to time by the Company of the
Transferred Property hereunder.
(c) This Agreement has been duly authorized, executed and delivered
by the Company and constitutes the valid and legally binding obligation of
the Company enforceable against the Company in accordance with its terms,
except that the enforceability hereof may be subject to (i) bankruptcy,
insolvency, reorganization, moratorium or other similar laws nor or
hereafter in effect relating to creditor's rights and (ii) general
principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or law).
ARTICLE IV
OTHER MATTERS RELATING TO THE BANK
Section 4.01. Liability of the Bank. The Bank shall be liable in
accordance herewith only to the extent of the obligations specifically
undertaken by the Bank in such capacity herein.
Section 4.02. Merger or Consolidation of, or Assumption of the Obligations
of, the Bank. (a) Any corporation or other entity into which the Bank may be
merged or consolidated, or any corporation or other entity resulting from any
merger, conversion or consolidation to which the Bank shall be a party, or any
Person succeeding to the business of the Bank shall be the successor of the Bank
hereunder (without relieving the Bank of its responsibilities hereunder if it
survives such merger, conversion or consolidation), without
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the execution or filing of any paper or any further act on the part of any of
the parties hereto, provided that, upon the request of the Company, the
successor to the Bank shall execute an assumption agreement providing for the
assumption by the successor to the Bank of the rights and obligations of the
Bank hereunder in a form reasonably satisfactory to the Company.
(b) The obligations of the Bank hereunder shall not be assignable nor
shall any Person succeed to the obligations of the Bank hereunder except in each
case in accordance with the provisions of Section 4.02(a) hereof.
Section 4.03. Limitation on Liability of the Bank. (a) Neither the Bank
nor any of the directors or officers or employees or agents of the Bank in its
capacity hereunder shall be under any liability to the Company, the Trustee, the
Holders or any other Person for any action taken or for refraining from the
taking of any action in its capacity as Bank pursuant to this Agreement whether
arising from express or implied duties under this Agreement, provided that this
provision shall not protect the Bank or any such Person against any liability
which would otherwise be imposed by reason of willful misfeasance, bad faith or
negligence in the performance of duties or by reason of reckless disregard of
obligations and duties hereunder. The Bank and any director or officer or
employee or agent of the Bank may rely in good faith on any document of any kind
prima facie properly executed and submitted by any Person respecting any matters
arising hereunder.
(b) The Bank shall not be responsible to the Company, the Trustee, the
Liquidity Provider, any Holder or any other Person for the execution (by any
party other than the Bank), effectiveness, genuineness, validity,
enforceability, collectibility or sufficiency of any Loan Note, any Loan
Agreement, any Eximbank Guarantee Agreement or any of the agreements, documents
or instruments referred to therein (collectively, the "Documents") or for any
representation, warranty, recital or statement made (by any party other than the
Bank) therein or in any written or oral statement or in any financial or other
statement, instrument, report, certificate or any other document made or
furnished or made available by the Bank to the Company, the Trustee, the
Liquidity Provider, any Holder or any other Person or by or on behalf of the
Borrower, Eximbank or any other Person obligated under the Documents to the
Bank, the Company, the Trustee, the Liquidity Provider, any Holder or any other
Person in connection with the Documents and the transactions contemplated
thereby.
Section 4.04. Notice to Borrowers. On or prior to each Purchase Date, the
Bank shall give written notice of the transfer of the Transferred Property to
each Borrower who has issued any Loan Note included in the Transferred Property.
ARTICLE V
CONDITIONS PRECEDENT
Section 5.01. Conditions to the Obligations of the Company. The
obligations of the Company to purchase Transferred Property hereunder on any
Purchase Date shall be subject to the satisfaction of the following conditions:
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(a) All representations and warranties of the Bank contained in
Section 3.01 hereof shall be true and correct on the relevant Purchase Date
and the Bank shall be in compliance in all material respects with all of
its obligations hereunder.
(b) The Company shall have issued or caused to be issued Securities
on such Purchase Date in an aggregate principal amount satisfactory to the
Company in order to effect the purchase of the Transferred Property.
(c) The Bank shall have executed and delivered to the Company the
Sale and Assignment Agreement with respect to the Transferred Property in
substantially the form of Exhibit A hereto (each an "Assignment") together
with the original Loan Notes duly endorsed to the Trustee, as trustee under
the Trust Agreement for the benefit of the Holders.
(d) The Bank shall have executed and delivered (and the Company
hereby directs such execution and delivery) to the Trustee, a Transfer
Agreement in the form attached to the related Loan Agreement (a "Transfer
Agreement") in order to effect the transfer of the Transferred Property to
the related Trust.
(e) Written notice of the transfer of the Transferred Property shall
have been given to each applicable Borrower by the Bank in accordance with
Section 4.04 hereof.
ARTICLE VI
MISCELLANEOUS
Section 6.01. Notices, etc. Except where telephonic instructions or
notices are authorized herein to be given, all notices, demands, instructions
and other communications required or permitted to be given to or made upon any
party hereto shall be in writing and shall be personally delivered or sent by
registered, certified or express mail, postage prepaid, return receipt
requested, or by telecopier or prepaid telegram (with messenger delivery
specified in the case of a telegram) and shall be deemed to be given for
purposes of this Agreement on the day that such writing is delivered or sent to
the intended recipient thereof in accordance with the provisions of this Section
6.01. Unless otherwise specified in a notice sent or delivered in accordance
with the foregoing provisions of this Section, notices, demands, instructions
and other communications in writing shall be given to or made upon the
respective parties hereto at their respective addresses (or at such other
address as may be designated from time to time by a party listed below to the
others as its address for such purpose), or to their respective telecopier
numbers indicated below, and in the case of telephonic instructions or notices,
by calling the telephone number or numbers indicated for such party below:
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If to the Bank:
ABN AMRO Bank N.V.
Chicago Branch
▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Structured Trade Finance
Telecopy No.: ▇▇▇-▇▇▇-▇▇▇▇
Telephone No.: ▇▇▇-▇▇▇-▇▇▇▇
If to the Company:
U.S. Trade Funding Corp.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President
Telecopy No.: (▇▇▇) ▇▇▇-▇▇▇▇
Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇
with a copy to the Servicer.
Section 6.02. Successors and Assigns. This Agreement shall be binding
upon the Bank and the Company and their respective successors and assigns and
shall inure to the benefit of the Bank and the Company and their respective
successors and assigns; provided, however, that the Company shall not transfer
or assign any or all of its rights and obligations hereunder without the prior
written consent of the Bank. Notwithstanding the foregoing, as is provided
above, the Bank acknowledges that the Company shall assign all of its rights
with respect to the Loan Notes and related Loan Agreements purchased from time
to time by the Company pursuant to this Agreement (including, without
limitation, its right under the Eximbank Guarantee Agreement with respect
thereto) to the Trustee pursuant to the Trust Agreement as security for the
payment of the Securities and the Company's obligations under the Trust
Agreement with respect to the Securities, and Bank hereby consents to such
assignment. Nothing in this Agreement is intended or shall be construed to give
any Person other than the Persons mentioned in the first two sentences of this
Section 6.02, any legal or equitable right, remedy or claim under or in respect
of this Agreement or any provision contained herein, except Section 4.03 of this
Agreement shall inure to the benefit of the directors, officers, employees and
agents of the Bank and its successors and assigns.
Section 6.03. Severability Clause. To the extent permitted by applicable
law, any provisions of this Agreement which are prohibited or unenforceable in
any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and such prohibition or unenforceability in any jurisdiction
shall not invalidate or render unenforceable such provision in any other
jurisdiction.
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Section 6.04. Amendments. This Agreement and the rights and obligations
of the parties hereunder may not be changed orally but only by an instrument in
writing signed by the Bank, the Company and the Trustee.
Section 6.05. Governing Law; Jurisdiction. (a) This Agreement and the
Assignment shall be construed in accordance with and governed by the laws of the
State of Illinois without giving effect to the conflict of laws principles
thereof.
(b) The Company and the Bank each hereby irrevocably agrees that any legal
suit, action or proceeding arising out of or relating to this Agreement or any
of the transactions contemplated thereby, may be instituted by the other party
hereto in the Courts of the State of Illinois or the Federal Courts sitting in
the Northern District of Illinois. The Company and the Bank each hereby
irrevocably waives, to the fullest extent permitted by law, any objection which
it may have now or hereafter to the laying of the venue or any objection based
on forum non conveniens, or based on the grounds of jurisdiction with respect to
any such legal suit, action or proceeding and irrevocably submits generally and
unconditionally to the jurisdiction of any such court in any such suit, action
or proceeding.
Section 6.06. Counterparts. This Agreement may be executed in any number
of copies, and by the different parties hereto on the same or separate
counterparts, each of which shall be deemed to be an original instrument.
Section 6.07. Bankruptcy Petition Against the Company. The Bank covenants
that prior to the date which is one year and one day after the payment in full
of all Securities issued by the Company under the Trust Agreement, it will not
institute against, or join any other Person in instituting against, the Company
any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings, or other proceedings under any Federal or State bankruptcy or
similar law.
Section 6.08. No Recourse. (a) The obligations of the Company under this
Agreement are solely the corporate obligations of the Company. No recourse shall
be had for the payment of any amount owing hereunder or under any agreement
related hereto against any stockholder, employee, affiliate, officer, director
or incorporator of the Company. It is understood and agreed that the Bank shall
not be liable for any losses suffered by the Company or the purchasers of the
Securities in respect of the Transferred Property.
(b) The Bank hereby agrees that, notwithstanding any provision of this
Agreement, at any time any Security is outstanding and no Insolvency Event, as
defined below, has occurred and is continuing, (i) the Company shall not make
any payment to the Bank, (ii) the Company shall have no duty, liability or
obligation to make any payment to the Bank, (iii) no payment shall be due from
the Company and (iv) the Bank shall have no right to enforce any claim against
the Company in respect of any payment, in each case unless and to the extent (x)
that the making of such payment by the Company would not render the Company
insolvent and (y) the Company has funds available to make such payment. The term
"Insolvency Event" shall mean the entry against the Company of a decree or order
by a
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court or agency or supervisory authority having jurisdiction in the premises for
the appointment of a trustee, conservator, receiver or liquidator in any
insolvency, readjustment of debt, marshalling of assets and liabilities or
similar proceedings, or for the winding up or liquidation of its affairs, and
the continuance of any such decree or order unstayed and in effect for period of
60 consecutive days, or the consent by the Company to the appointment of a
trustee, conservator, receiver or liquidator in any insolvency, readjustment of
debt, marshalling of assets and liabilities or similar proceedings of or
relating to the Company or the filing by the Company of a petition to take
advantage of any applicable insolvency or reorganization statute.
Section 6.09. Effect of Headings. The Article and Section Headings herein
are for convenience only and shall not affect construction hereof.
Section 6.10. No Waiver. No failure or delay on the part of the Bank to
exercise any right, power or privilege under this Agreement and no course of
dealing between the Company and the Bank shall operate as a waiver thereof; nor
shall any single or partial exercise of any right, power or privilege under this
Agreement preclude any other or further exercise thereof or the exercise of any
right, power or privilege. No notice to or demand on any party in any case shall
entitle such party to any other or further notice or demand in similar or other
circumstances, or constitute a waiver of the right of the other party to any
other or further action in any circumstances without notice or demand.
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In Witness Whereof, each of the parties hereto have caused this Purchase
Agreement to be duly executed and delivered as of the date first above written.
ABN Amro Bank N.V., acting through its
Chicago branch
By______________________________________
Name____________________________________
Title___________________________________
By______________________________________
Name____________________________________
Title___________________________________
U.S. Trade Funding Corp.
By______________________________________
Name____________________________________
Title___________________________________
Acknowledged:
LaSalle National Bank, as Trustee
By_________________________
Name_______________________
Title________________________
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SALE AND ASSIGNMENT AGREEMENT
Sale and Assignment No. 2 of Transferred Property, (this "Assignment")
dated as of October 1, 1996, between U.S. Trade Funding Corp. (the "Company")
and ABN AMRO Bank N.V., acting through its Chicago branch (the "Bank"), pursuant
to Section 5.01(c) of the Purchase Agreement referred to below.
WITNESSETH:
Whereas, the Company and the Bank are parties to the Purchase Agreement,
dated as of January 1, 1995 (hereinafter as such agreement may from time to time
be amended, supplemented or otherwise modified, the "Purchase Agreement");
Whereas, pursuant to the Purchase Agreement, the Bank may agree from time
to time to sell, transfer, convey and assign to the Company, without recourse,
all of the Bank's right, title and interest in and under (i) one or more Loan
Notes (as defined in the Purchase Agreement) specified by the Bank herein, (ii)
all monies due or to become due with respect to such Loan Note or Loan Notes,
and (iii) to the extent related to such Loan Note or Loan Notes, the rights
under the related Loan Agreement or Loan Agreements and one or more Eximbank
Guarantee Agreements (as defined in the Purchase Agreement, the "Transferred
Property"); and
Whereas, the Company agrees to purchase the Transferred Property specified
herein, subject to the terms and conditions specified in the Purchase Agreement;
Now, Therefore, the Company and the Bank hereby agree as follows:
1. Defined Terms. All capitalized terms used herein shall have the
meanings ascribed to them in the Purchase Agreement, unless otherwise defined
herein.
2. Conveyance of Transferred Property. The Bank hereby sells, transfers,
assigns, sets over and otherwise conveys to, or upon the order of, the Company,
without recourse, all of its right, title and interest in, to and under the
Transferred Property identified in Annex I hereto at the Purchase Price set
forth in Annex I hereto. The Company acknowledges that such transfer is being
made by the Bank directly to the Trustee for the benefit of the U.S. Trade
Trust, Series 1996-A pursuant to the Transfer Agreement, dated as of even date
herewith and is authorized by the Company as contemplated in Section 2.01 of the
Purchase Agreement.
3. Acceptance by Company. Subject to the satisfaction of the condition
set forth in Section 4 of this Assignment, the Company hereby acknowledges the
transfer of the Transferred Property by the Bank directly to the Trust upon the
order of the Company pursuant to Section 2 of this Assignment and acknowledges
receipt of the Certificates authenticated by the Trustee in consideration
thereof.
4. Representations and Warranties of the Bank. The Bank hereby confirms
that the representations and warranties made by the Bank in Section 3.01 of the
Purchase Agreement shall be true and correct as of the date of this Assignment.
5. Counterparts. This Assignment may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
instrument.
In Witness Whereof, the undersigned have caused this Assignment to be duly
executed and delivered by their respective duly authorized officers on the day
and the year first above written.
U.S. Trade Funding Corp.
By______________________________________
Name__________________________________
Title_________________________________
ABN AMRO Bank N.V., acting through its
Chicago Branch
By: ABN AMRO North America, Inc., its
agent
By______________________________________
Name__________________________________
Title_________________________________
By______________________________________
Name__________________________________
Title_________________________________
2
ANNEX I TO ASSIGNMENT
Description of Transferred Property and Purchase Price
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Loan
Aggregate Principal Amount: $101,672,199.28
Lender: ABN AMRO Bank N.V.
Borrower: YA96A Limited
Loan Notes
Note issued by Borrower to Lender October 25, 1996 in principal amount of
$50,952,326.31
Note issued by Borrower to Lender October 25, 1996 in principal amount of
$50,719,872.97
Loan Documents
Guaranteed Loan Agreement, dated August 27, 1996 by and among YA96A
Limited, as Borrower, the banks and other financial institutions named
therein, as Lenders, ABN AMRO Bank N.V., Chicago Branch as Facility Agent
and Wilmington Trust Company, as Security Trustee.
Guarantee Agreement, dated September 11, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ and ABN AMRO Bank N.V., Chicago Branch, as Facility
Agent.
Loan Notes (described above)
Liquidity Facility
Each Deed of Mortgage, relating to the Loan Notes between the Borrower and
Wilmington Trust Company, as Security Trustee.
Purchase Price
$101,672,199.28
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