EXHIBIT 10.1
RECEIVABLES SALE AGREEMENT
Dated as of January 24, 1996
among
BE AEROSPACE, INC.
as Buyer,
and
FIRST TRUST OF ILLINOIS, NATIONAL ASSOCIATION
as Trustee
under the Eagle Trade Receivables Master Trust,
as Seller
and
CENTRALLY HELD EAGLE RECEIVABLES PROGRAM, INC.
TABLE OF CONTENTS
Page
ARTICLE I
Definitions
Section 1.1 Definitions.................................................. 2
Section 1.2 Other Definitional Provisions................................ 3
ARTICLE II
Conveyance of Receivables; Consideration and Payment
Section 2.1 Conveyance of Receivables.................................... 4
Section 2.2 Purchase Price; Purchase Price Payments...................... 5
ARTICLE III
Representations and Warranties
Section 3.1 Representations and Warranties of the Seller................... 5
Section 3.2 Representations and Warranties of the Buyer.................... 6
Section 3.3 Representations and Warranties of CHERP........................ 7
ARTICLE IV
Conditions Precedent to
Obligations of Seller and Buyer
Section 4.1 Conditions to Seller's Obligations........................... 7
Section 4.2 Conditions to Buyer's Obligations........................... 8
ARTICLE V
Administration of BEA Receivables
Section 5.1 Administration and Collection................................ 9
ARTICLE VI
Miscellaneous Provision
Section 6.1 Amendment.................................................... 9
Section 6.2 Covenant Regarding Sale Treatment............................ 9
Section 6.3 GOVERNING LAW................................................ 9
Section 6.4 Notices...................................................... 9
Section 6.5 Severability of Provisions................................... 9
Section 6.6 Further Assurances........................................... 10
Section 6.7 No Waiver; Cumulative Remedies............................... 10
Section 6.8 Counterparts................................................. 10
Section 6.9 Third-Party Beneficiaries.................................... 10
Section 6.10 Merger and Integration....................................... 10
Section 6.11 Headings..................................................... 10
Section 6.12 Exhibits..................................................... 10
EXHIBITS AND SCHEDULE
Exhibit 1.1 List of Lockbox Banks and Post Office Boxes
Exhibit 2.1 List of Financing Statements To Be Released Or Terminated
Exhibit 2.2(b) Purchase Price for Closing Date
Exhibit 6.4 Addresses for Notices
Schedule 1 Seller's Wire Instructions
ii
RECEIVABLES SALE AGREEMENT, dated as of January 24, 1996, among BE
AEROSPACE, INC., a Delaware corporation, as buyer (hereinafter referred to as
"BEA" or the "Buyer"), FIRST TRUST OF ILLINOIS, NATIONAL ASSOCIATION, not in its
-----
individual capacity, but solely in its capacity as trustee under the Eagle Trade
Receivables Master Trust (the "Seller") and CENTRALLY HELD EAGLE RECEIVABLES
------
PROGRAM, INC. ("CHERP").
-----
W I T N E S S E T H:
WHEREAS, on the closing date (as defined in that certain Acquisition
Agreement (the "Purchase Agreement"), dated as of December 14, 1995, between
------------------
Eagle Industrial Products Corporation as seller (the "Parent") and BEA, as
------
buyer) BEA will acquire all the issued and outstanding capital stock of Xxxxx
Aerospace Corporation, a Delaware corporation wholly-owned by the Parent (the
"Subsidiary");
----------
WHEREAS, the Subsidiary has from time to time sold Receivables to the
Parent pursuant to a Receivables Sales and Servicing Agreement dated as of
January 1, 1994 (the "Receivables Sales and Servicing Agreement") among the
-----------------------------------------
Parent and certain corporations, including the Subsidiary;
WHEREAS, the Parent has sold such Receivables to Centrally Held Eagle
Receivables Program, Inc., a Delaware corporation ("CHERP"), pursuant to a
-----
Contribution and Sale Agreement dated as of January 1, 1994 between the Parent
and CHERP;
WHEREAS, CHERP has sold such Receivables to the Seller, pursuant to a
Pooling and Servicing Agreement dated as of January 1, 1994 (the "Pooling and
-----------
Servicing Agreement"), among CHERP, the Parent and the Seller;
-------------------
WHEREAS, in connection with its purchase from the Parent of all the issued
and outstanding capital stock of the Subsidiary and in accordance with Section
4.8(b) of the Pooling and Servicing Agreement, BEA wishes to purchase and the
Seller has been requested to sell all the Receivables held by the Seller under
the Pooling and Servicing Agreement on the Determination Date which were
originated by the Subsidiary (the "BEA Receivables");
---------------
WHEREAS, after the Determination Date, the Subsidiary will no longer sell
Receivables under the Receivables Sale and Servicing Agreement and the Seller
will no longer purchase Receivables under the Pooling and Servicing Agreement
originated by the Subsidiary; and
WHEREAS, in connection with the sale of its corporate trust business,
certain related accounts have been transferred by Bank of America Illinois to
First Trust of Illinois, National Association.
NOW THEREFORE, the parties hereto agree as follows:
ARTICLE I
Definitions
-----------
Section 1.1 Definitions. Capitalized terms used herein but not otherwise
-----------
defined are used as defined in this Section 1.1. In addition, the term
"Agreement" means this Receivables Sale Agreement, as the same may from time to
---------
time be amended, supplemented or otherwise modified.
"Closing Date" shall mean the date upon which the closing of the
------------
transactions contemplated by the Purchase Agreement occur pursuant to Article
VII of such agreement, which is expected to be January 24, 1996.
"Contract" shall mean either a written agreement between an originator of
--------
Receivables and a Person, or an invoice pursuant to an open account or written
agreement of a Person, pursuant to which such Person is obligated to pay (or to
cause payment to be made) for goods, merchandise and/or services.
"Date of Processing" shall mean, with respect to any transaction by an
------------------
originator of Receivables which generates a Receivable, the date that such
transaction has been or should have been first recorded on the computer master
file of Receivables maintained by the Parent (without regard to the effective
date of such recordation).
"Determination Date" shall mean January 22, 1996.
------------------
"Governmental Authority" shall mean the United States of America, any state
----------------------
or other political subdivision thereof, or any agency, instrumentality, or
subdivision of any of the foregoing and any entity exercising executive,
legislative, judicial, regulatory or administrative functions of or pertaining
to government.
"Lien" shall mean any mortgage, deed of trust, pledge, hypothecation,
----
assignment, deposit arrangement, encumbrance, lien (statutory or other),
preference, UCC financing statement priority or other security agreement or
preferential arrangement of any kind or nature whatsoever, including, without
limitation, any conditional sale or other title retention agreement, any
2
financing lease having substantially the same economic effect as any of the
foregoing and the filing of any financing statement under the UCC or comparable
law of any jurisdiction to evidence any of the foregoing.
"Lock-Box Account" shall mean a bank account in the name of the Seller, on
----------------
behalf of certain certificateholders, maintained with a Lock-Box Bank that is
party to a Lock-Box Agreement.
"Lock-Box Agreements" shall mean the collective reference to each agreement
-------------------
between an originator of Receivables and a Lock-Box Bank, identified on Exhibit
-------
1.1 to this Agreement.
---
"Lock-Box Bank" shall mean any bank that is a party to a Lock-Box
-------------
Agreement.
"Obligor" shall mean, with respect to any Receivable, the Person or Persons
-------
obligated to make payments with respect to such Receivable under a Contract.
"Person" shall mean any legal person, including any individual,
------
corporation, partnership, limited liability company, joint venture, association,
joint-stock company, trust, unincorporated organization, governmental entity or
other entity of similar nature.
"BEA Receivables" is defined in the fifth recital.
--------------- -------------
"Post Office Boxes" shall mean the post office boxes identified on Exhibit
----------------- -------
1.1 to this Agreement.
---
"Receivable" shall mean each account receivable or general intangible that
----------
is owing upon creation to a subsidiary of the Parent which is a party to the
Receivables Sale and Servicing Agreement by a Person under a contract, invoice
or purchase order arising from the sale of goods or services rendered by such
subsidiary in connection with its businesses, including all obligations of such
Person with respect thereto, including, without limitation, all proceeds of the
foregoing. A Receivable shall be deemed to have been created at the end of the
day on the Date of Processing of such Receivable.
"Unpaid Balance" shall mean with respect to a Receivable, the outstanding
--------------
amount of the indebtedness of the related obligor under or evidenced by the
related Contract or Contracts, exclusive of any sales or other tax, if any,
included or payable with respect to such purchase.
Section 1.2 Other Definitional Provisions. (a) The words "hereof",
----------------------------- ------
"herein" and "hereunder" and words of similar import
------ ---------
3
when used in this Agreement shall refer to this Agreement as a whole and not to
any particular provision of this Agreement; Article, Section and Exhibit
references are references to Articles, Sections and Exhibits of or to this
Agreement unless otherwise specified; and the term "including" shall mean
---------
"including without limitation".
----------------------------
(b) The definitions contained in this Agreement are applicable to the
singular as well as the plural forms of such terms and to the masculine as well
as to the feminine and neuter genders of such terms.
ARTICLE II
Conveyance of Receivables; Consideration and Payment
----------------------------------------------------
Section 2.1 Conveyance of Receivables. Subject to the terms and
-------------------------
conditions of this Agreement, effective on the Closing Date, the Seller hereby
sells, transfers, assigns, and otherwise conveys, without recourse and without
any formal or other instru ment of assignment, to the Buyer all of its right,
title and interest, in, to and under (i) the BEA Receivables and all accounts
and general intangibles relating thereto (each, as defined in the UCC) and all
rights relating thereto, (ii) the Post-Office Boxes, the Lock-Box Accounts and
all agreements with the Lock-Box Banks regarding the Post Office Boxes and the
Lock-Box Accounts, (iii) all monies due or to become due with respect to any of
the foregoing and (iv) all amounts received with respect to and all proceeds of
any of the foregoing (the items in clauses (i), (ii), (iii) and (iv) being
referred to collectively as the "BEA Receivables Assets"), and the Buyer does
----------------------
hereby purchase such BEA Receivables and the other BEA Receivables Assets from
the Seller.
In connection with such sale, the Seller and CHERP agree to record and file
on or about the Closing Date, at the Buyer's expense, the financing statements
listed in Exhibit 2.1 to release and terminate their security interests in the
-----------
BEA Receivables sold hereunder.
The parties hereto intend the transfers of BEA Receivables and other BEA
Receivables Assets pursuant to this Agreement to constitute true sales for all
purposes of such BEA Receivables and other BEA Receivables Assets by the Seller
to the Buyer providing the Buyer with the full benefits of ownership thereof,
and no party hereto intends the transactions contemplated hereunder to be, or
for any purpose to be characterized as, a loan from the Buyer to the Seller or a
grant of a security interest in the BEA Receivables by the Seller to the Buyer
to secure a debt or other obligation of the Seller.
4
Section 2.2 Purchase Price; Purchase Price Payments.
---------------------------------------
(a) The "Purchase Price" for the BEA Receivables and other BEA Receivables
--------------
Assets sold by the Seller to the Buyer under this Agreement shall be an amount
equal to the Unpaid Balance of the BEA Receivables as of the Determination Date.
(b) Exhibit 2.2(b) sets forth the Purchase Price payable by the Buyer to
the Seller for the BEA Receivables and other BEA Receivable Assets on the
Closing Date which shall be paid on such date in immediately available funds to
the Seller in the amount set forth under the heading "Purchase Price" in Exhibit
2.2(b) and in accordance with the Seller's wire instructions set forth in
Schedule 1.
(c) The Seller, Buyer and CHERP agree that the Purchase Price paid on the
Closing Date will be adjusted as soon as practicable after the Closing Date to
reflect any discrepancies agreed to by the Seller, CHERP and the Buyer between
the Purchase Price set forth on Exhibit 2.2(b) and the actual balances of BEA
Receivables and the amount of collections thereon, if any, conveyed and
transferred by the Seller to the Buyer; provided that if any such adjustment
--------
requires that funds be returned to the Buyer, CHERP (and not the Seller) shall
be obligated to pay such amounts to the Buyer.
(d) The Seller, Buyer and CHERP acknowledge that Receivables originated on
each day following the Determination Date and preceding the Closing Date will
not be sold by the Subsidiary to Eagle and shall be deemed an asset of the
Subsidiary. All collections on such Receivables or otherwise paid into the
Post-Office Boxes and the Lock-Box Accounts shall be for the account of the
Subsidiary.
ARTICLE III
Representations and Warranties
------------------------------
Section 3.1 Representations and Warranties of the Seller.
--------------------------------------------
(a) The Seller represents and warrants, as of the Closing Date that:
(i) The Seller is a national banking association organized under
the laws of the United States of America.
(ii) The Seller has full power, authority and right to execute,
deliver and perform this Agreement, and has taken all necessary action
to authorize the
5
execution, delivery and performance by it of this Agreement.
(iii) This Agreement has been duly executed and delivered by the
Seller.
(iv) This Agreement constitutes the legal, valid and binding
obligation of the Seller, enforceable in accordance with its terms
(subject to the effect of any applicable bankruptcy, insolvency,
reorganization, moratorium or similar law affecting creditors' rights
generally).
(v) The Seller has not sold, assigned, pledged, hypothecated or
otherwise subjected to any Lien any of the BEA Receivables or other
BEA Receivables Assets, other than any Liens to be released or
terminated on the Closing Date as set forth in Exhibit 2.1.
-----------
(b) Notice of Breach. The representations and warranties set forth in
----------------
Section 3.1 shall survive the transfer and assign ment of the BEA Receivables to
the Buyer. Upon discovery by any party hereto of a material breach of any of
the representations and warranties set forth in Section 3.1, the party
discovering such breach shall give prompt written notice to the other parties
hereto.
Section 3.2 Representations and Warranties of the Buyer.
-------------------------------------------
(a) The Buyer represents and warrants, as of the Closing Date that:
(i) It is a corporation duly organized, validly existing and in
good standing under the laws of the State of Delaware, with the
corporate power and authority to conduct its business and to own and
lease its properties and assets.
(ii) The Buyer has full power, authority and right to execute,
deliver and perform this Agreement, and has taken all necessary action
to authorize the execution, delivery and performance by it of this
Agreement.
(iii) This Agreement has been duly executed and delivered by the
Buyer.
(iv) This Agreement constitutes the legal, valid and binding
obligation of the Buyer, enforceable in accordance with its terms
(subject to the effect of any applicable bankruptcy, insolvency,
reorganization,
6
moratorium or similar law affecting creditors' rights generally).
(b) Notice of Breach. The representations and warranties set forth in
----------------
Section 3.2 shall survive the transfer and assign ment of the BEA Receivables to
the Buyer. Upon discovery by any party hereto of a material breach of any of
the representations and warranties set forth in Section 3.2, the party
discovering such breach shall give prompt written notice to the other parties
hereto.
Section 3.3 Representations and Warranties of CHERP.
---------------------------------------
(a) CHERP represents and warrants as of the date of each transfer by it to
the Seller of any BEA Receivables that CHERP was the legal and beneficial owner
of all right, title and interest in and to each such BEA Receivable and each
such BEA Receivable has been transferred to the Seller free and clear of any
Lien other than any Liens to be released or terminated on the Closing Date as
set forth in Exhibit 2.1. No effective financing statement or other similar
-----------
instrument that covers all or part of any BEA Receivable conveyed to the Seller
or any interest therein is on file in any recording office except as set forth
on Exhibit 2.1.
-----------
(b) Notice of Breach. The representations and warranties set forth in
----------------
Section 3.3 shall survive the transfer and assignment of the BEA Receivables to
the Buyer. Upon discovery by any party hereto of a material breach of any of
the representations and warranties set forth in Section 3.3, the party
discovering such breach shall give prompt written notice to the other parties
hereto.
ARTICLE IV
Conditions Precedent to
-----------------------
Obligations of Seller and Buyer
-------------------------------
Section 4.1 Conditions to Seller's Obligations. The obligations of
----------------------------------
Seller under this Agreement are subject to satisfaction, prior to or at the
Closing Date, of each of the following conditions (all or any of which may be
waived in whole or in part by the Seller):
(a) The representations and warranties of the Buyer contained herein shall
have been true and correct in all material respects when made and, except as
otherwise provided or permitted herein or except as consented to by the Seller
in writing or as otherwise contemplated by this Agreement, shall continue to be
true and correct in all material respects on and as of the
7
Closing Date with the same effect as though made at the Closing Date, and the
Buyer shall have performed and complied with, in all material respects, all
agreements, obligations and conditions required by this Agreement to be
performed or complied with by it prior to or at the Closing Date.
(b) No action, suit or proceeding relating to the trans actions
contemplated hereby shall be instituted by any party and remain pending, in
which there is, or likely to be sought, a temporary, preliminary or permanent
judgment, order or decree restraining or enjoining consummation of the
transactions contemplated hereby.
(c) All approvals, agreements, and consents of any parties, necessary to
the Seller's consummation of the transactions contemplated by this Agreement
shall have been obtained by the Buyer and delivered to the Seller.
Section 4.2 Conditions to Buyer's Obligations. The obligations of Buyer
---------------------------------
under this Agreement are subject to satisfaction, prior to or at the Closing
Date, of each of the following conditions (all or any of which may be waived in
whole or in part by the Buyer):
(a) The representations and warranties of the Seller contained herein
shall have been true and correct in all material respects when made and, except
as otherwise provided or permitted herein or except as consented to by the Buyer
in writing or as otherwise contemplated by this Agreement, shall continue to be
true and correct in all material respects on and as of the Closing Date with the
same effect as though made at the Closing Date, and the Seller shall have
performed and complied with, in all material respects, all agreements,
obligations and conditions required by this Agreement to be performed or
complied with by it prior to or at the Closing Date.
(b) No action, suit or proceeding relating to the trans actions
contemplated hereby shall be instituted by any party and remain pending, in
which there is, or likely to be sought, a temporary, preliminary or permanent
judgment, order or decree restraining or enjoining consummation of the
transactions contemplated hereby.
(c) All approvals, agreements, and consents of any parties, necessary to
the Seller's consummation of the transactions contemplated by this Agreement
shall have been obtained by the Seller and delivered to the Buyer.
(d) The transactions contemplated by the Purchase Agreement shall have
closed.
8
ARTICLE V
Administration of BEA Receivables
---------------------------------
Section 5.1 Administration and Collection. On and after the Closing Date,
-----------------------------
neither the Seller nor CHERP and any of its affiliates shall be responsible for
the servicing or administration of the BEA Receivables or the collection of any
payment due under the BEA Receivables Assets.
ARTICLE VI
Miscellaneous Provisions
------------------------
Section 6.1 Amendment. The provisions of this Agreement may be amended,
---------
waived or otherwise modified from time to time by the parties hereto; provided,
--------
however, that all such amendments, waivers or modifications shall be in writing.
-------
Section 6.2 Covenant Regarding Sale Treatment. The Buyer and Seller agree
---------------------------------
to treat transfers of BEA Receivables and the other BEA Receivables Assets sold,
transferred, assigned, and otherwise conveyed pursuant to Section 2.1 to it for
all purposes (including tax and financial accounting purposes) as a sale on all
of its relevant books, records, financial statements and other applicable
documents.
SECTION 6.3 GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN
-------------
ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS, WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
Section 6.4 Notices. All demands, notices and communications hereunder
-------
shall be in writing and shall be deemed to have been duly given if personally
delivered at or mailed by registered mail, return receipt requested, to the
parties at the addresses specified (a) in Exhibit 6.4 or (b) a notice given in
accordance with this Section 6.4.
Section 6.5 Severability of Provisions. If any one or more of the
--------------------------
covenants, agreements, provisions or terms of this Agreement shall for any
reason whatsoever be held invalid, then such covenants, agreements, provisions
or terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other covenants, agreements, provisions and terms of this
Agreement.
9
Section 6.6 Further Assurances. The Seller severally agrees to do and
------------------
perform, from time to time, any and all acts and to execute any and all further
instruments reasonably requested by the Buyer to effect more fully the purposes
of this Agreement, including the execution of any financing statements,
termination statements or continuation statements relating to the Receivables
for filing under the provisions of the UCC.
Section 6.7 No Waiver; Cumulative Remedies. No failure to exercise and no
------------------------------
delay in exercising, on the part of the Buyer, any right, remedy, power or
privilege under this Agreement shall operate as a waiver thereof; nor shall any
single or partial exercise of any right, remedy, power or privilege under this
Agreement preclude any other or further exercise thereof or the exercise of any
other right, remedy, power or privilege. The rights, remedies, powers and
privileges herein provided are cumulative and not exhaustive of any rights,
remedies, powers and privileges provided by law.
Section 6.8 Counterparts. This Agreement may be executed in two or more
------------
counterparts (and by different parties on separate counterparts), each of which
shall be an original, but all of which together shall constitute one and the
same instrument.
Section 6.9 Third-Party Beneficiaries. This Agreement will inure to the
-------------------------
benefit of and be binding upon the parties hereto and their respective
successors and permitted assigns. Except as otherwise provided in this
Agreement, no other Person will have any right or obligation hereunder.
Section 6.10 Merger and Integration. Except as specifically stated
----------------------
otherwise herein, this Agreement sets forth the entire understanding of the
parties relating to the subject matter hereof, and all prior understandings,
written or oral, are superseded by this Agreement. This Agreement may not be
modified, amended, waived, or supplemented except as provided herein.
Section 6.11 Headings. The headings herein are for purposes of reference
--------
only and shall not otherwise affect the meaning or interpretation of any
provision hereof.
Section 6.12 Exhibits. The exhibits attached hereto and referred to
--------
herein shall constitute a part of this Agreement and are incorporated into this
Agreement for all purposes.
[SIGNATURES FOLLOW]
10
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective officers as of the day and year first above
written.
BE AEROSPACE, INC.,
as Buyer
By:_________________________________________
Name Printed:_______________________________
Title:______________________________________
FIRST TRUST OF ILLINOIS, NATIONAL
ASSOCIATION, not in its individual capacity,
but solely in its capacity as trustee under
the Eagle Trade Receivables Master Trust, as
Seller
By:_________________________________________
Name Printed:_______________________________
Title:______________________________________
CENTRALLY HELD EAGLE RECEIVABLES
PROGRAM, INC.
By:_________________________________________
Name Printed:_______________________________
Title:______________________________________
RELEASE OF LIEN AND SECURITY INTEREST
IN BEA RECEIVABLES ASSETS
Effective as of the Closing Date, as defined in the Receivables Sale
Agreement dated January 24, 1996 among BE Aerospace, Inc, First Trust of
Illinois, National Association and Centrally Held Eagle Receivables Program,
Inc., each of the undersigned hereby consents to the transfer of the BEA
Receivables Assets to the Buyer and hereby release any and all Liens and
security interests that it has in the BEA Receivables Assets.
EAGLE INDUSTRIAL PRODUCTS CORPORATION
By:______________________________________
Name Printed:____________________________
Title:___________________________________
CENTRALLY HELD EAGLE RECEIVABLES
PROGRAM, INC.
By:______________________________________
Name Printed:____________________________
Title:___________________________________
FIRST TRUST OF ILLINOIS, NATIONAL
ASSOCIATION, not in its individual
capacity, but solely in its capacity as
trustee under the Eagle Trade Receivables
Master Trust
By:______________________________________
Name Printed:____________________________
Title:___________________________________
EXHIBIT 1.1
TO RECEIVABLES
SALE AGREEMENT
LIST OF LOCK-BOX BANKS AND POST OFFICE BOXES
XXXXXX BANK, CHICAGO, IL
Lock-Box No. 71222 with corresponding
Bank Account No. 000-000-0 for
Xxxxx Aerospace Corporation.
EXHIBIT 2.1
TO RECEIVABLE
SALE AGREEMENT
LIST OF FINANCING STATEMENTS
TO BE RELEASED OR TERMINATED
DEBTOR/SELLER: EAGLE INDUSTRIAL PRODUCTS CORPORATION
SECURED PARTY/PURCHASER: CENTRALLY HELD EAGLE RECEIVABLES
PROGRAM, INC.
ASSIGNEE: FIRST TRUST OF ILLINOIS, NATIONAL ASSOCIATION,
SUCCESSOR BY ACQUISITION OF THE CORPORATE TRUST BUSINESS FROM
BANK OF AMERICA ILLINOIS F/K/A CONTINENTAL BANK, NATIONAL
ASSOCIATION, AS TRUSTEE
Release or
Jurisdiction File No. Filing Date Terminate
------------ -------- ----------- ---------
Secretary of State, 3216088 1/27/94 Partial
Illinois Release
Secretary of State, 1553659 2/8/94 Partial
New Jersey Release
Secretary of State, 940208045 2/8/94 Partial
New Mexico Release
DEBTOR/SELLER: CENTRALLY HELD EAGLE RECEIVABLES PROGRAM, INC.
SECURED PARTY/PURCHASER: FIRST TRUST OF ILLINOIS, NATIONAL
ASSOCIATION, SUCCESSOR BY ACQUISITION OF THE CORPORATE TRUST
BUSINESS FROM BANK OF AMERICA ILLINOIS F/K/A CONTINENTAL BANK,
NATIONAL ASSOCIATION, AS TRUSTEE
Release or
Jurisdiction File No. Filing Date Terminate
------------ -------- ----------- ---------
Secretary of State, 3216087 1/27/94 Partial
Illinois Release
DEBTOR/SELLER: XXXXX AEROSPACE CORPORATION
SECURED PARTY/PURCHASER: EAGLE INDUSTRIAL PRODUCTS CORPORATION
ASSIGNEE: CENTRALLY HELD EAGLE RECEIVABLES PROGRAM, INC.
Release or
Jurisdiction File No. Filing Date Terminate
------------ -------- ----------- ---------
Secretary of State, 1072459 1/27/94 Terminate
North Carolina
Register of Deeds, 207161 1/27/94 Terminate
Forsyth Co., NC
EXHIBIT 2.2(b)
TO RECEIVABLES
SALE AGREEMENT
PURCHASE PRICE FOR CLOSING DATE
Aggregate Unpaid Balance of BEA Receivables:
-------------------------------------------
Total Unpaid Balance of BEA Receivables $11,550,872
Other Adjustments $ - 0 -
Purchase Price $11,550,872
===========
EXHIBIT 6.4
TO RECEIVABLES
SALE AGREEMENT
ADDRESSES FOR NOTICES
Buyer:
-----
BE Aerospace, Inc.
0000 Xxxxxxxxx Xxxxxx Xxx
Xxxxxxxxxx, Xxxxxxx 00000
Attention: Xx. Xxxx X. Xxxxxx
Chairman of the Board
Facsimile: (000) 000-0000
and:
Xxxxxx X. Xxxxxxxx, Esq.
Vice President and General Counsel
Facsimile: (000) 000-0000
Seller:
------
First Trust of Illinois, National Association
000 Xxxxx Xxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxx Xxxxxx, Esq.
Telephone: 312/000-0000
Facsimile: 312/836-6703
With copies to:
Centrally Held Eagle Receivables Program, Inc.
0 Xxxxx Xxxxxxxxx Xxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxxx Xxxxxxxx
Xxx X. Xxxxx, Esq.
Xxxxx, Xxxxx & Xxxxx
000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000-0000
Attention: Xxxxx Xxxxxx, Esq.
Telephone: 312/000-0000
Facsimile: 312/701-7711
SCHEDULE 1 TO
RECEIVABLES
SALE AGREEMENT
SELLER'S WIRE INSTRUCTIONS
Bank of America Illinois
Chicago, Illinois
ABA Number: 000000000
Account: Eagle Trade Receivables Master Trust
Account Number: 72-09916
