Introductory Provisions The following provisions form a part of and constitute the basis for this Amendment:
Introductory Matters (a) The parties have formed the Company pursuant to the provisions of the Act by filing the Articles of Organization with the Secretary of State.
Introductory American Honda Receivables Corp., a California corporation (the "Company"), proposes, subject to the terms and conditions stated herein, to cause the Honda Auto Receivables [____-__] Owner Trust (the "Trust") to issue and sell $[______________] aggregate principal amount of [____]% Asset Backed Notes, Class A-1 (the "Class A-1 Notes"), $[______________] aggregate principal amount of [____]% Asset Backed Notes, Class A-2 (the "Class A-2 Notes"), $[______________] aggregate principal amount of [____]% Asset Backed Notes, Class A-3 (the "Class A-3 Notes") and $[______________] aggregate principal amount of [____]% Asset Backed Notes, Class A-4 (the "Class A-4 Notes" and together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "Notes"). The Notes will be issued pursuant to the Indenture, to be dated as of [____ __, ____] (the "Indenture"), between the Trust and Citibank, N.A. (the "Indenture Trustee"). Concurrently with the issuance and sale of the Notes as contemplated herein, the Trust will issue $[______________] aggregate principal amount of certificates of beneficial interest (the "Certificates"), each representing an interest in the Owner Trust Estate. The Company will retain the Certificates. The Certificates will be issued pursuant to the Amended and Restated Trust Agreement, to be dated [____ __, ____] (the "Trust Agreement"), between the Company and U.S. Bank Trust National Association, as owner trustee (the "Owner Trustee"). The Certificates are subordinated to the Notes. The assets of the Trust will include, among other things, a pool of retail installment sale and conditional sale contracts secured by new and used Honda and Acura motor vehicles (the "Receivables"), with respect to Actuarial Receivables, certain monies due thereunder on or after [____ __, ____] (the "Cutoff Date"), and with respect to Simple Interest Receivables, certain
INTRODUCTORY STATEMENT The Board of Directors of each of AFC and LISB (i) has determined that this Agreement and the business combination and related transactions contemplated hereby are in the best interests of AFC and LISB, respectively, and in the best long-term interests of their respective stockholders, (ii) has determined that this Agreement and the transactions contemplated hereby are consistent with, and in furtherance of, its respective business strategies and (iii) has approved, at meetings of each of such Boards of Directors, this Agreement. Concurrently with the execution and delivery of this Agreement, and as a condition and inducement to AFC's willingness to enter into this Agreement, AFC and LISB have entered into a stock option agreement (the "LISB Option Agreement"), pursuant to which LISB has granted to AFC an option to purchase shares of LISB's common stock, par value $0.01 per share (the "LISB Common Stock"), upon the terms and conditions therein contained and, as a condition and inducement to LISB's willingness to enter into this Agreement, LISB and AFC have entered into a stock option agreement (the "AFC Option Agreement") pursuant to which AFC has granted LISB an option to purchase shares of AFC common stock, par value $0.01 per share (the "AFC Common Stock") upon the terms and conditions therein contained. The parties hereto intend that the Merger shall qualify as a reorganization under the provisions of Section 368(a) of the Internal Revenue Code of 1986, as amended (the "Code"), for federal income tax purposes, and that the Merger shall be treated as a "pooling-of-interests" for accounting purposes. Promptly following the consummation of the Merger, the parties hereto intend that The Long Island Savings Bank, FSB, a wholly owned subsidiary of LISB ("LISB Bank"), and Astoria Federal Savings and Loan Association, a wholly owned subsidiary of Astoria (the "Association") shall be merged (the "Bank Merger"). AFC and LISB desire to make certain representations, warranties and agreements in connection with the business combination transactions provided for herein and to prescribe various conditions to the transactions. In consideration of their mutual promises and obligations hereunder, the parties hereto adopt and make this Agreement and prescribe the terms and conditions hereof and the manner and basis of carrying it into effect, which shall be as follows:
INTRODUCTORY STATEMENTS 1. The Seller is the owner of the Receivables. The Seller proposes to sell to the Trust all of its right, title and interest in and to the Receivables and certain other property pursuant to the Sale and Servicing Agreement. The Trust will issue Notes pursuant to the Indenture.
Background; Use of Funds; Definitions This Note constitutes the consideration payable to the Lender for the Series Collection Drop 004 Asset (the “Series Asset”) pursuant to the Purchase and Sale Agreement relating to the Series Asset that was entered into between the Company and the Lender on or about the date hereof. As used in this Note, the following terms shall have the following meanings:
PREAMBLE The preamble hereof shall form an integral part of this Agreement.
Agreement Preamble Aggregate Consideration Section 1.6(c) Aggregate Consideration Per Share Section 1.6(c) beneficial owner Section 8.4(b) Book-Entry Shares Section 1.10(b) business day Section 8.4(c) Canadian Company Sale Section 6.2(d) Canadian Plan Section 2.12(a) Cash Designated Shares Section 1.9(e)(ii)(B) Cash Election Shares Section 1.9(b) Certificate of Merger Section 1.2 Certificates Section 1.10(b) Change in the Company Recommendation Section 5.3(b) Closing Section 1.2 Closing Date Section 1.2 Code Recitals Company Preamble Company 401(k) Plan Section 2.12(a) Company Benefit Plans Section 2.12(f) Company Board of Directors Section 2.4(d) Company Common Stock Recitals Company Employees Section 2.18 Company Employee Benefit Plans Section 2.12(c) Company ERISA affiliate Section 2.12(a) Company Financial Advisors Section 2.4(d) Company Material Adverse Effect Section 2.1 Company Material Contracts Section 2.21(a) Company Material Subsidiaries Section 2.1 Company Pension Plan Section 2.12(a) Company Permits Section 2.6(c) Company Preferred Stock Section 2.3 Company Recommendation Section 5.1(e) Company Reserve Reports Section 2.14(c) Company Rights Plan Section 2.3 Company Schedule Article III Company SEC Reports Section 2.7(a) Company Stockholder Approval Section 5.1(e) Company Termination Fee Section 7.3(a) Confidentiality Agreement Section 5.2(b) control Section 8.4(d) Defined Term Section or Exhibit controlled by Section 8.4(d) Debt Financing Section 5.10(a) Deemed Shares Outstanding Section 1.6(c) Delaware Law Recitals Dissenting Share Section 1.8(a) Effective Time Section 1.2 Election Deadline Section 1.9(b) Election Form Section 1.9(a) Election Form Record Date Section 1.9(a) Employment Agreement Section 4.1(f) Environmental Laws Section 2.17(a) ERISA Section 2.12(a) Exchange Act Section 2.5(b) Exchange Agent Section 1.10(a) Exchange Fund Section 1.10(a) Exchange Ratio Section 1.6(c) Expenses Section 7.3(d) Final Parent Stock Price Section 1.6(c) Funds Section 5.10(a) GAAP Section 2.1 good and defensible title Section 2.14(e) governmental authority Section 8.4(e) Hazardous Substance Section 2.17(a) HSR Act Section 2.5(b) Hydrocarbons Section 2.14(b) Indemnified Parties Section 5.4(b) Intellectual Property Section 2.20 IRS Section 2.12(a) Letter Section 3.23 Mailing Date Section 1.9(a) Merger Recitals Merger Consideration Section 1.6(a) Merger Sub Preamble NCOC 401(k) Section 2.12(a) NCOC MP Plan Section 2.12(a) Non-Election Shares Section 1.9(b) Notice of Intended Change in the Company Recommendation Section 5.3(b) Oil and Gas Properties Section 2.14(b) Option Section 1.7(a) Outside Date Section 7.1(b)(i) Parent Preamble Parent 401(k) Plan Section 3.12(a) Parent Benefit Plans Section 3.12(f) Parent Board of Directors Section 3.4(d) Parent Common Stock Section 3.3 Defined Term Section or Exhibit Parent Employee Benefit Plans Section 3.12(c) Parent Employees Section 3.18 Parent ERISA affiliate Section 3.12(a) Parent Financial Advisor Section 3.4(d) Parent Material Adverse Effect Section 3.1 Parent Material Subsidiaries Section 3.1 Parent Parties Preamble Parent Permits Section 3.6(c) Parent Preferred Stock Section 3.3 Parent Reserve Reports Section 3.14(c) Parent Schedule Article III Parent SEC Reports Section 3.7(a) Parent Stockholder Approval Section 5.1(f) Parent Stockholders Meeting Section 5.1(f) Per Share Cash Consideration Section 1.6(c) PBGC Section 2.12(h) Per Share Stock Consideration Section 1.6(c) person Section 8.4(f) Proxy Statement/Prospectus Section 2.13 reasonable best efforts Section 8.4(g) Registration Statement Section 2.13 Restricted Shares Section 1.7(b) Returns Section 2.16(a) Rights Section 2.3 Rule 145 Section 5.14(a) Xxxxxxxx-Xxxxx Act Section 2.8(a) SEC Section 1.10(a) Securities Act Section 2.5(b)
Certain Defined Terms Used in Lock-up Agreement For purposes of the letter agreement to which this Annex A is attached and of which it is made a part:
Amendment to Exhibit A to Services Agreement Solely with respect to Accounts that are not investment companies registered under the 1940 Act, the section of Exhibit A to the Services Agreement entitled “Administration and Risk Management” shall be, and hereby is, deleted in its entirety and replaced with the following:
