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EXHIBIT 99.1
Underwriting Agreement dated as of August 14, 1997 by and among Xxxxxxxx'x
Credit Corporation and NationsBanc Capital Markets, Inc., as Representative of
the Several Underwriters
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EXHIBIT 99.1
XXXXXXXX'X CREDIT CORPORATION
TRANSFEROR
XXXXXXXX'X CREDIT CARD MASTER TRUST
AUGUST 14, 1997
UNDERWRITING AGREEMENT
NationsBanc Capital Markets, Inc.,
As Representative
(the "Representative") of the
Several Underwriters,
NationsBank Corporate Center
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Ladies and Gentlemen:
1. Introductory. Xxxxxxxx'x Credit Corporation (the "Transferor")
proposes to form a master trust entitled the Xxxxxxxx'x Credit Card Master
Trust (the "Trust"), which will issue, from time to time, asset backed
securities ("Securities") in one or more series (each, a "Series"). Each
Security will evidence a fractional, undivided percentage interest in the
Trust. The property of the Trust will include receivables (the "Receivables")
generated from time to time in a portfolio of credit card accounts owned by
certain affiliates of the Transferor (the "Accounts"), collections thereon and
certain related property to be conveyed to the Trust by the Transferor (the
"Trust Property").
The Transferor proposes to enter into the Master Pooling and
Servicing Agreement, dated as of August 1, 1997 (the "Pooling and Servicing
Agreement") among the Transferor,
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Norwest Bank Minnesota, National Association, a national banking association
(the "Trustee") and Xxxxxxxx'x Inc., as servicer (the "Servicer"). The
Transferor proposes to enter into the Series 1997-2 Supplement, dated as of
August 1, 1997 (the "Series 1997-2 Supplement"), to the Pooling and Servicing
Agreement, pursuant to which $180,000,000 aggregate initial principal amount of
6.50% Class A Asset Backed Certificates, Series 1997-2 (the "Class A
Certificates"), $20,000,000 aggregate initial principal amount of 6.69% Class B
Asset Backed Certificates, Series 1997-2 (the "Class B Certificates," and
together with the Class A Certificates, the "Certificates"), a Collateral
Indebtedness Interest, Series 1997-2 in the initial aggregate principal amount
of $21,000,000 (the "Collateral Interest") and $14,300,000 initial aggre gate
principal amount of Class D Asset Backed Certificates, Series 1997-2 (the
"Class D Certificates"). To the extent not defined herein, capitalized terms
used herein shall have the meanings specified in the Pooling and Servicing
Agreement and the Supplement.
The Transferor proposes to sell to the underwriters identified on
Schedule I hereto (the "Underwriters") for whom you are acting as
representative (the "Representative") the principal amount of Certificates
identified on Schedule I. The Collateral Interest will be sold to the
Enhancement Provider (as defined herein) pursuant to the Loan Agreement, to be
dated as of the Closing Date (as defined in Section 3 hereof), among the
Transferor, the Trustee and the financial institution named therein (the
"Enhancement Provider") (such agreement, the "Enhancement Agreement").
2. Representations and Warranties of the Transferor. The Transferor
represents and warrants to each Underwriter as of the date hereof, as follows:
(a) a registration statement on Form S-3 (having the registration
number 333-28811) including a prospectus and such amendments thereto as may
have been required to the date hereof, relating to the Certificates has been
filed with the Securities and Exchange Commission (the "Commission") (which
included a preliminary prospectus (the "Preliminary Prospectus") meeting the
requirements of Rule 430 of the Securities Act as 1933, as amended (the
"Act"), and such registration statement, as amended, has become effective;
such registration statement, as amended, and the prospectus relating to the
sale of the Certificates offered thereby by the Transferor constituting a
part thereof, as from time to time amended or supplemented (including any
prospectus
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filed with the Commission pursuant to Rule 424(b) of the rules and
regulations of the Commission (the "Rules and Regulations") under the Act),
are respectively referred to herein as the "Registration Statement" and the
"Prospectus"; and the conditions to the use of a registration statement on
Form S-3 under the Act, as set forth in the General Instructions to Form
S-3, have been satisfied with respect to the Registration Statement;
(b) as of the date of execution of this Agreement, the Registration
Statement and the Prospectus, except with respect to any modification to
which you have agreed in writing, shall be in all substantive respects in
the form furnished to you prior to such date or, to the extent not completed
on such date, shall contain only such specific additional information and
other changes (beyond that contained in the latest Preliminary Prospectus
that has previously been furnished to you) as the Transferor has advised
you, prior to such time will be included or made therein;
(c) on the effective date of the Registration Statement, the
Registration Statement and the Prospectus complied in all material respects
with the applicable requirements of the Act and the Rules and Regulations,
and did not include any untrue statement of a material fact or, in the case
of the Registration Statement, omit to state any material fact required to
be stated therein or necessary to make the statements therein not misleading
and, in the case of the Prospectus, omit to state any mate rial fact
necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading, and on the date hereof and on
the Closing Date (as defined in Section 3 hereof), the Registration
Statement and the Prospectus will comply in all material respects with the
applicable requirements of the Act and the Rules and Regulations, and
neither of such documents included or will include any untrue statement of a
material fact or omit to state any material fact required to be stated
therein or necessary to make the statements therein not misleading;
provided, however, that the foregoing does not apply to information
contained in or omitted from either of the documents based upon written
information furnished to the Transferor by any Underwriter specifically for
use in connection with the preparation of the Registration Statement or the
Prospectus;
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(d) the Transferor is a corporation duly organized and validly
existing in good standing under the laws of the State of Nevada, with full
power, authority and legal right to own its properties and conduct its
business as described in the Prospectus, is duly qualified to do business
and is in good standing (or is exempt from such requirements), and has
obtained all necessary licenses and approvals (except with respect to the
state securities or Blue Sky laws of various jurisdictions) in each
jurisdiction in which failure to so qualify or obtain such licenses and
approvals would have a material adverse effect on the interests of
Certificateholders under the Pooling and Servicing Agreement or under the
Supplement;
(e) the Certificates, the Collateral Interest and the Class D
Certificates on the date of this Agreement, will have been duly and validly
authorized and, when the Certificates and the Class D Certificates are at
Closing duly and validly executed by or on behalf of the Transferor,
authenticated by the Trustee and delivered in accordance with the Pooling
and Servicing Agreement and the Supplement and, when the Certificates, the
Collateral Interest and the Class D Certificates are delivered and paid for
as provided herein, will be validly issued and outstanding and entitled to
the benefits and security afforded by the Pooling and Servicing Agreement
and the Supplement;
(f) the execution, delivery and performance by the Transferor of this
Agreement, any applicable agreement relating to an Enhancement (an
"Enhancement Agreement"), the Pooling and Servicing Agreement, the
Supplement and the Certificates, the Collateral Interest and the Class D
Certificates, and the consummation by the Transferor of the transactions
provided for herein and therein, have been, or will have been, duly
authorized by the Transferor by all necessary corporate action on the part
of the Transferor; and neither the execution and delivery by the Transferor
of such instruments, nor the performance by the Transferor of the
transactions herein or therein contemplated, nor the compliance by the
Transferor with the provisions hereof or thereof, will (i) conflict with or
result in a breach of any of the terms and provisions of, or constitute a
default under, any of the provisions of the articles or certificate of
incorporation or by-laws of the Transferor, or (ii) conflict with any of the
provisions of any law, government rule, regulation, judgment, decree or
order binding on
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the Transferor or its properties or (iii) conflict with any of the
provisions of any indenture, mortgage, contract or other instrument to which
the Transferor is a party or by which it is bound or (iv) result in the
creation or imposition of any lien, charge or encumbrance upon any of its
property pursuant to the terms of any such indenture, mortgage, contract or
other instrument other than pursuant to the Pooling and Servicing Agreement
and the Supplement;
(g) when executed and delivered by the parties thereto, the Pooling
and Servicing Agreement, the Supplement and the Enhancement Agreement will
each constitute a legal, valid and binding agreement of the Transferor,
enforceable against the Transferor in accordance with its terms, except to
the extent that the enforceability thereof may be subject to bankruptcy,
insolvency, reorganization, receivership, conservatorship, moratorium or
other similar laws now or hereafter in effect relating to creditors' rights
in general and to general principles of equity (whether considered in a
proceeding at law or in equity);
(h) all approvals, authorizations, consents, orders or other actions
of any person, corporation or other organization, or of any court,
governmental agency or body or official (except with respect to the foreign
or state securities or Blue Sky laws of various jurisdictions), required in
connection with the valid and proper authorization, issuance and sale of the
Certificates, the Collateral Interest and the Class D Certificates pursuant
to this Agreement, the Enhancement Agreement, the Pooling and Servicing
Agreement and the Supplement, have been or will be taken or obtained on or
prior to the Closing Date;
(i) this Agreement has been duly executed and delivered by the
Transferor;
(j) except as set forth in or contemplated in the Registration
Statement and the Prospectus, there has been no material adverse change in
the condition (financial or otherwise) of the Transferor since May 2, 1997;
(k) any taxes, fees and other governmental charges in connection with
the execution, delivery and performance by the Transferor of this Agreement,
the Pooling and Servicing Agreement, the Supplement, the Enhancement
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Agreement and the Certificates shall have been paid or will be paid by or on
behalf of the Transferor at or prior to the Closing Date to the extent then
due; and
(l) the Certificates, the Collateral Interest, the Class D
Certificates, the Pooling and Servicing Agreement, the Supplement and the
Enhancement Agreement conform in all material respects to the description
thereof in the Prospectus.
3. Purchase, Sale and Delivery of Certificates. On the basis of the
representations, warranties and agreements herein contained, but subject to the
terms and conditions herein set forth, the Transferor agrees to sell to each
Underwriter, and each Underwriter agrees, severally and not jointly, to purchase
from the Transferor, the principal amount of the Certificates set forth opposite
each Underwriter's name in Schedule I hereto at the purchase price of 99.587% of
the principal amount of such Certificates with respect to the Class A
Certificates and 99.642% of the principal amount of such Certificates with
respect to the Class B Certificates.
Delivery of and payment for the Certificates will be made at the
offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, 000 Xxxxx Xxxxxx, Xxx
Xxxx, Xxx Xxxx 00000, on August 21, 1997 (the "Closing Date"), or at such other
time thereafter or other place as you and the Transferor shall agree upon.
Delivery of such Certificates shall be made by the Transferor to the
Representative for the respective accounts of the several Underwriters against
payment by the several Underwriters, through the Representative of the purchase
price thereof by one or more wires of funds immediately available at Closing to
an account designated by the Transferor. Delivery of the Certificates shall be
made through the facilities of The Depository Trust Company ("DTC"). The
Certificates so to be delivered shall be global certificates registered in the
name of Cede & Co., as nominee for DTC. The number and denomination of
definitive certificates so delivered shall be specified by DTC.
4. Offering by Underwriter. It is understood that several Underwriters
propose to offer the Certificates subject to this Agreement for sale to the
public as set forth in the Prospectus.
5. Covenants of the Transferor. The Transferor hereby covenants and
agrees with each Underwriter that:
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(a) prior to the execution of this Agreement, the Transferor will
prepare a Prospectus setting forth the amount of Certificates and the terms
thereof, the price at which such Certificates are to be purchased by the
Underwriters from the Transferor, either the initial public offering price
or the method by which the price at which the Certificates are to be sold
will be determined, the selling concessions and allowances, if any, and such
other information as the Underwriters and the Transferor may mutually agree,
and which the Transferor deems appropriate in connection with the offering
of the Certificates, but the Transferor will not file any amendments to the
Registration Statement as in effect with respect to the Certificates, or any
amendments or supplements to the Prospectus, unless it shall first have
delivered copies of such amendments or supplements to you, or if you shall
have reasonably objected thereto promptly after receipt thereof; the
Transferor will immediately advise you and your counsel (i) when notice is
received from the Commission that any post-effective amendment to the
Registration Statement has become or will become effective and (ii) of any
order or communication suspending or preventing, or threatening to suspend
or prevent, the offer and sale of the Certificates or of any proceedings or
examinations that may lead to such an order or communication, whether by or
of the Commission or any authority administering any state securities or
Blue Sky law, as soon as practicable after the Transferor is advised
thereof, and will use every reasonable effort both to prevent the issuance
of any such order or communication and to obtain as soon as possible its
lifting, if issued;
(b) if, at any time when the Prospectus is required to be delivered
under the Act, any event occurs as a result of which the Prospectus as then
amended or supplemented would include any untrue statement of a material
fact or omit to state any material fact necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading, or if it is necessary at any time to amend or supplement the
Prospectus to comply with the Act or the Rules and Regulations, the
Transferor will promptly prepare and (subject to review and no reasonable
objection by you as described in Section 5(a) hereof) file with the
Commission an amendment or supplement that will correct such statement or
omission or an amendment that will effect such compliance and, within two
Business Days thereafter, furnish to you as many copies of the
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Prospectus as amended or supplemented as you may reasonably request;
provided, however, that your consent to any amendment shall not constitute a
waiver of any of the conditions of Section 6 hereof;
(c) the Transferor will make generally available to the holders of the
Certificates (the "Certificateholders"), in each case as soon as reasonably
practicable and within the time specified by, a statement which will satisfy
the provisions of, Section 11(a) of the Act and Rule 158 of the Commission
with respect to the Certificates;
(d) the Transferor will furnish to each Underwriter copies of the
Registration Statement (at least one copy to be delivered to the
Representative will be signed and will include all documents and exhibits
thereto or incorporated by reference therein) and all amendments thereto
and, so long as delivery of a Prospectus by an Underwriter or dealer may be
required by the Act, the Prospectus, and all amendments thereto and
supplements thereto, in each case as soon as available and in such
quantities as you reasonably request;
(e) the Transferor will assist you in arranging for the qualification
of the Certificates for sale and the determination of their eligibility for
investment under the laws of such jurisdictions as you designate and will
continue to assist you in maintaining such qualifications in effect so long
as required for the distribution and will file or cause to be filed such
statements and reports with respect to the distribution as may be required
by the laws of each jurisdiction in which the Certifi xxxxx have been
qualified as provided above; provided, however, that neither the Transferor
nor the Trust shall be required to qualify to do business in any
jurisdiction where it is now not qualified or to take any action which would
subject it to general or unlimited service of process in any jurisdiction in
which it is now not subject to service of process;
(f) except as otherwise specified in this Agreement, the Transferor
will pay all expenses incident to the performance of its obligations under
this Agreement and will reimburse the Underwriters for any expenses
reasonably incurred by them in connection with qualification of the
Certificates and determination of their eligibility for investment under the
laws of such jurisdictions as you may designate and the reproduction of
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memoranda relating thereto, for any fees charged by investment rating
agencies for the rating of such Certificates and, to the extent previously
agreed upon with you, for reasonable expenses incurred in distributing the
Prospectus (including any amendments and supplements thereto) to the
Underwriters and the reasonable fees and disbursements of the Underwriter's
counsel; and
(g) the Transferor will, for so long as Certificates purchased
pursuant hereto remain outstanding, deliver or cause to be delivered to you
copies of the annual servicer's certificate and the annual accountants'
reports delivered to the Trustee pursuant to the Pooling and Servicing
Agreement.
6. Conditions to the Obligations of the Underwriters. The obligations
of the several Underwriters to purchase and pay for the Certificates will be
subject to the accuracy of the representations and warranties on the part of the
Transferor herein as of the date hereof and the Closing Date, to the accuracy of
the statements of the Transferor made pursuant to the provisions hereof, to the
performance by the Transferor in all material respects of its obligations
hereunder and to the following additional conditions precedent:
(a) you shall have received a letter from Coopers & Xxxxxxx L.L.P.,
independent public accountants, and, if requested by you, a letter from such
accountants, dated the Closing Date, each in the forms heretofore agreed to;
(b) all actions required to be taken and all filings required to be
made by the Transferor under the Act prior to the Closing Date for the
Certificates shall have been duly taken or made; and prior to the Closing
Date, no stop order suspending the effectiveness of the Registration
Statement shall have been issued and no proceedings for that purpose shall
have been instituted or, to the knowledge of the Transferor, threatened by
the Commission;
(c) the Certificates offered by means of the Registration Statement
shall be rated at the time of issuance, in the case of the Class A
Certificates, in the highest rating category by Xxxxx'x Investors Service,
Inc. ("Moodys") and Standard & Poor's Ratings Service ("Standard & Poor's")
and in the case of the Class B Certificates, in one of the three highest
rating categories by Moody's and Standard and Poor's, and in
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each case shall not have been placed on any credit watch with a negative
impli cation for downgrade;
(d) you shall have received opinions of Xxxxxx & Bird LLP, counsel to
the Transferor, of such local or corporate counsel to the Transferor and its
affiliates and of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP as to matters of
New York law, dated the Closing Date, substantially to the effect that:
(i) the Transferor is a corporation duly organized, validly
existing and in good standing under the laws of the state of Nevada,
with full power and authority to own its assets and operate its
business as described in the Prospectus, and had at all relevant times
and now has, the power, authority and legal right to acquire, own and
service the Receivables transferred or proposed to be transferred to
the Trust as described in the Prospectus;
(ii) the Transferor has full power and authority to sign the
Registration Statement and to execute and deliver this Agreement, the
Enhancement Agreement, the Receivable Purchase Agreements, the Pooling
and Servicing Agreement and the Supplement and to consummate the
transactions contemplated herein and therein;
(iii) the agreements referred to in clause (ii) above have been
authorized by all necessary action on the part of the Transferor and
have been duly executed and delivered by the Transferor;
(iv) the Certificates have been duly authorized by all necessary
action of the Transferor;
(v) this Agreement, the Enhancement Agreement, the Receivable
Purchase Agreements, the Pooling and Servicing Agreement and the
Supplement each constitutes the legal, valid and binding agreement of
the Transferor, enforceable against the Transferor in accordance with
its terms, subject, as to enforcement, to (A) the effect of
bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium, conservatorship, receivership, or other similar laws of
general applicability relating to or affecting creditors' rights
generally (B) the application of general principles of equity (re-
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gardless of whether enforceability is considered in a proceeding
in equity or at law) and (C) the unenforceability under certain
circumstances of provisions indemnifying a party against liability or
providing for contribution with respect to such liability where such
indemnification or contribution is contrary to public policy;
(vi) no consent, approval, authorization or order of, or filing
with, any governmental agency or body or any court is required under
applicable law for the consummation of the transactions contemplated
herein, the Receivable Purchase Agreements, the Pooling and Servicing
Agreement, the Supplement, or the Enhancement Agreement, except such
as have been obtained or made and such as may be required under state
securities or Blue Sky laws;
(vii) the execution, delivery and performance by the Transferor of
its obligations under this Agreement, the Receivable Purchase
Agreements, the Pooling and Servicing Agreement, the Supplement or the
Enhancement Agreement, the transfer of the Receivables to the Trust,
the issuance and sale of the Certificates, and the consummation of any
other of the transactions contemplated herein, in the Receivable
Purchase Agreements, the Pooling and Servicing Agreement, the
Supplement or the Enhance ment Agreement, will not conflict with,
result in a breach of or violation of any of the terms of, or
constitute a default under, the articles of incorporation or by-laws
of the Transferor, each as amended, the terms of any indenture or
other agreement or instrument known to such counsel to which the
Transferor is a party or by which it or its properties are bound or
any rule, order known to such counsel, statute or regulation, of any
court, regulatory body, administrative agency or govern mental body
having jurisdiction over the Transferor; provided, however, that such
counsel need express no opinion as to state securities or Blue Sky
laws or the securities laws of any foreign jurisdiction;
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(viii) except as otherwise disclosed in the Prospectus or the
Registration Statement, to the best of such counsel's knowledge, there
are no actions, proceedings or investigations pending or threatened
before any court, administrative agency or other tribunal (A)
asserting the invalidity of this Agreement, the Receivable Purchase
Agreements, the Pooling and Servicing Agreement, the Supplement, the
Enhancement Agreement or the Certificates, (B) seeking to prevent the
issuance of the Certifi xxxxx or the consummation of any of the
transactions contemplated by this Agreement, the Receivable Purchase
Agreements, the Pooling and Servicing Agreement, the Supplement, the
Enhancement Agreement or the Certificates, which if adversely
determined would materially and adversely affect the performance by
the Transferor of its obligations under, or the validity or
enforceability of, this Agreement, the Receivable Purchase Agreements,
the Pooling and Servicing Agreement, the Supplement, the Enhancement
Agreement or the Certificates, or (C) seeking adversely to affect the
federal income tax attributes of the Certificates as described in the
Prospectus under the headings "Federal Income Tax Consequences";
(ix) the Registration Statement has become effective under the
Act; to the best of such counsel's knowledge, no stop order suspending
the effectiveness of the Registration Statement has been issued and no
proceedings for that purpose have been instituted or threatened under
the Act; and the Registration Statement and the Prospectus (other than
the financial, numerical and statistical information contained therein
as to which such counsel need express no opinion) as of their
respective effec tive date or date of issuance complied as to form in
all material respects with the requirements of the Act and the rules
and regulations promulgated thereunder;
(x) this Agreement, the Receivable Purchase Agreements, the
Pooling and Servicing Agreement, the applicable Supplement, any
Enhancement Agreement and the Certificates conform in all material
respects to the descriptions thereof contained in the Registration
Statement and the Prospectus;
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(xi) the Pooling and Servicing Agreement and the Supplement will
not be required to be qualified under the Trust Indenture Act of 1939,
as amended, and neither the Transferor nor the Trust is now, and
immediately following the sale of the Certificates pursuant hereto
will be, required to be registered under the 1940 Act;
(xii) the statements in the Prospectus under the heading "Federal
Income Tax Consequences" to the extent they constitute matters of
Federal law or legal conclusions with respect thereto, have been
reviewed by such counsel and are correct in all material respects; and
(xiii) the statements in the Prospectus under the headings
"Certain Legal Aspects of the Receivables" and "ERISA Considerations,"
to the extent they constitute matters of Federal law or legal
conclusions with respect thereto, have been reviewed by such counsel
and are correct in all material respects;
Such counsel also shall state that, subject to its customary practices and
limitations relating to the scope of such counsel's participation in the
preparation of the Registration Statement and the Prospectus and its
investigation or verification of information contained therein, it has no
reason to believe that at its effective date the Registration Statement
contained any untrue statement of a material fact or omitted to state any
material fact required to be stated therein or necessary to make the
statements therein not misleading or that the Prospectus on the Closing Date
includes any untrue statement of a material fact or omits to state a
material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading (in each case,
other than financial, numerical and statistical information contained
therein as to which such counsel need express no opinion); in rendering such
opinion, such counsel may rely as to matters of fact, to the extent deemed
proper and as stated therein, on certificates of responsible officers of the
Transferor, the Servicer, the Sellers and public officials;
(e) you shall have received opinions of Xxxxxx & Bird LLP, special
counsel for the Sellers, and of such local or corporate counsel to the
Sellers, dated the
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Closing Date, in form and substance reasonably satisfactory to you and your
counsel, to the effect that, with respect to each Seller:
(i) the Seller is a corporation duly organized, validly existing
and in good standing under the laws of the state of its incorporation,
with full power and authority to own its assets and operate its
business as described in the Prospectus, and had at all relevant times
and now has, the power, authority and legal right to acquire, own and
service the Receivables transferred or proposed to be transferred to
the Transferor as described in the Prospectus;
(ii) the Seller has full corporate power and authority to execute
and deliver the Receivable Purchase Agreement to which it is a party
and to consummate the transactions contemplated therein;
(iii) the execution, delivery and performance of the Receivable
Purchase Agreement to which the Seller is a party has been authorized
by all necessary action on the part of the Seller and such agreement
has been duly executed and delivered by the Seller;
(iv) the Receivable Purchase Agreement to which the Seller is a
party constitutes the legal, valid and binding agreement of the
Seller, enforceable against the Seller in accordance with its terms,
subject, as to enforcement, to (A) the effect of bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium,
conservatorship, receivership, or other similar laws of general
applicability relating to or affecting creditors' rights generally,
(B) the application of general principles of equity (regardless of
whether enforceability is considered in a proceeding in equity or at
law) and (C) the unenforceability under certain circumstances of
provisions indemnifying a party against liability or providing for
contribution with respect to such liability where such indemnification
or contribution is contrary to public policy;
(v) no consent, approval, authorization or order of, or filing
with, any governmental agency or body or any court is required under
applicable
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law for the consummation of the transactions contemplated by the
Receivable Purchase Agreement to which the Seller is a party, except
such as have been obtained or made;
(vi) the execution, delivery and performance by the Seller of its
obligations under the Receivable Purchase Agreement to which it is a
party, the transfer of the Receivables to the Trust, the sale of the
Receivables purported to be sold thereunder, and the consummation of
any other of the transactions contemplated in such agreement, will not
conflict with, result in a breach of or violation of any of the terms
of, or constitute a default under, the certificate or articles of
incorporation or by-laws of the Seller, each as amended, the terms of
any indenture or other agreement or instrument known to such counsel
to which the Seller is a party or by which it or its properties are
bound or any rule, order known to such counsel, statute or regulation,
of any court, regulatory body, administrative agency or governmental
body having jurisdiction over the Seller; and
(vii) except as otherwise disclosed in the Prospectus or the
Registration Statement, to the best of such counsel's knowledge (after
reasonable investigation), there are no actions, proceedings or
investigations pending or threatened before any court, administrative
agency or other tribunal (A) asserting the invalidity of the
Receivable Purchase Agreement to which the Seller is a party, (B)
seeking to prevent the consummation of any of the transactions
contemplated by such agreement, which if adversely determined would
materially and adversely affect the performance by the Seller of its
obligations under, or the validity or enforceability of, such
agreement, or (C) seeking adversely to affect the federal income tax
attributes of the Certificates as described in the Prospectus under
the headings "Federal Income Tax Consequences".
(f) you shall have received an opinion of Xxxxxx & Bird LLP, special
counsel for the Servicer, and/or such local or corporate counsel to the
Servicer, dated the Closing Date, substantially to the effect that:
(i) the Servicer is a corporation duly organized, validly
existing and in good standing under
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the laws of the State of Tennessee, with full power and authority
to own its assets and operate its business as described in the
Prospectus, and had at all relevant times and now has, the power,
authority and legal right to service the Receivables transferred or
proposed to be transferred to the Trust as described in the
Prospectus;
(ii) the Servicer has full power and authority to execute and
deliver the Pooling and Servicing Agreement, the Supplement and the
indemnification agreement between you and the Servicer, dated August
14, 1997 (the "Indemnification Agreement") and to consummate the
transactions contemplated herein and therein;
(iii) the agreements referred to in clause (ii) above have been
authorized by all necessary action on the part of the Servicer and
have been duly executed and delivered by the Servicer;
(iv) the Pooling and Servicing Agreement and the Supplement each
constitutes the legal, valid and binding agreement of the Servicer,
enforceable against the Servicer in accordance with its terms,
subject, as to enforcement, to (A) the effect of bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium,
conservatorship, receivership, or other similar laws of general
applicability relating to or affecting creditors' rights generally,
(B) the application of general principles of equity (regardless of
whether enforceability is considered in a proceeding in equity or at
law) and (C) the unenforceability under certain circumstances of
provisions indemnifying a party against liability or providing for
contribution with respect to such liability where such indemnification
or contribution is contrary to public policy;
(v) no consent, approval, authorization or order of, or filing
with, any governmental agency or body or any court is required under
applicable laws for the consummation of the transactions contemplated
herein, the Pooling and Servicing Agreement or the Indemnification
Agreement, except such as have been obtained or made and such as may
be required under state securities or Blue Sky laws;
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(vi) the execution, delivery and performance by the Servicer of
its obligations under the Pooling and Servicing Agreement, the
Supplement or the consummation of any of the transactions contemplated
by the Pooling and Servicing Agreement, the Supplement or the
Indemnification Agreement, will not conflict with, result in a breach
of or violation of any of the terms of, or constitute a default under,
the certificate or articles of incorporation or by-laws of the
Servicer, each as amended, the terms of any indenture or other
agreement or instrument known to such counsel to which the Servicer is
a party or by which it or its properties are bound or any rule, order
known to such counsel, statute or regulation, of any court, regulatory
body, administrative agency or governmental body having jurisdiction
over the Servicer; provided, however, that such counsel need express
no opinion as to state securities or Blue Sky laws; or
(g) you shall have received an opinion or opinions from special tax
counsel to the Transferor, dated the Closing Date, and in form and substance
satisfactory to you and your counsel, to the effect that the Certificates
are properly characterized as indebtedness for Mississippi and Minnesota
state income tax purposes, that the Trust is properly characterized as not
an association (or publicly traded partnership) taxable as a corporation
under the laws of the States of Mississippi or Minnesota and that the Trust
will not be subject to any income, franchise, excise or other tax under the
laws of the States of Mississippi or Minnesota.
(h) you shall have received an opinion or opinions from Xxxxxx & Bird
LLP, special tax counsel to the Transferors, dated the Closing Date, and in
form and substance acceptable to you and your counsel, to the effect that
the Certificates are properly characterized as indebtedness for federal
income tax purposes and that the Trust is properly characterized as not an
association (or publicly traded partnership) taxable as a corporation for
federal income tax purposes.
(i) you shall have received an opinion or opinions of Xxxxxx & Bird
LLP, special counsel for the Sellers and the Transferor, and/or such local
counsel to the Transferor, dated the Closing Date, in form and substance
satisfactory to you and your counsel, with respect to certain matters
relating to the sale of the
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Receivables by the Sellers and the transfer of the Receivables by the
Transferor, with respect to the perfection of the Transferor's and the
Trust's interest in the Receivables and with respect to other related
matters in a form previously approved by you and your counsel; in addition,
you shall have received a reliance letter with respect to any opinion that
the Transferor is required to deliver to the Rating Agency;
(j) you shall have received from Skadden, Arps, Slate, Xxxxxxx & Xxxx
LLP, special counsel for the Underwriters, such opinion or opinions, dated
the Closing Date, in form and substance satisfactory to you, with respect to
the validity of the Certificates, the Registration Statement, the Prospectus
and other related matters as you may require, and the Transferor shall have
furnished to such counsel such documents as they may reasonably request for
the purpose of enabling them to pass upon such matters;
(k) you shall have received, with respect to the Transferor, a
certificate, dated the Closing Date, of a Senior Vice President or more
senior officer of the Transferor in which such officer, to the Treasurer or
any of his or her knowledge after reasonable investigation, shall state that
(A) the representations and warranties of the Transferor in this Agreement
are true and correct in all material respects on and as of the Closing Date,
(B) the Transferor has complied in all material respects with all agreements
and satisfied all conditions on its part to be performed or satisfied
hereunder at or prior to the Closing Date, (C) the Registration Statement
has become effective, no stop order suspending the effectiveness of the
Registration Statement has been issued and no proceedings for that purpose
have been instituted, or to the knowledge of such officer, are threatened by
the Commission and (D) subsequent to the date of the Prospectus, there has
been no material adverse change in the condition (financial or otherwise) of
the Transferor except as set forth in or contemplated in the Registration
Statement and the Prospectus or as described in such certificate;
(l) you shall have received, with respect to Xxxxxxxx'x Inc.
("Xxxxxxxx'x"), a certificate, dated the Closing Date, of the Treasurer or
any a Senior Vice President or more senior officer of Xxxxxxxx'x in which
such officer, to his or her knowledge after reasonable investigation, shall
state that subsequent to the date
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of the Prospectus, there has been no material adverse change in the
condition (financial or otherwise) of Xxxxxxxx'x except as set forth in or
contemplated in the Registration Statement and the Prospectus or as
described in such certificate;
(m) you shall have received an opinion of Xxxxxxx and Xxxxxx, counsel
to the Trustee, addressed to you dated the Closing Date, in form and
substance satisfactory to you and your counsel, and to the Transferor and
the Servicer and their counsel, to the effect that:
(i) the Trustee has been duly incorporated and is validly
existing as a national banking association under the laws of the
United States and has the power and authority to enter into and to
perform all actions required of it under the Pooling and Servicing
Agreement, the Supplement and the Enhancement Agreement;
(ii) each of the Pooling and Servicing Agreement, the Supplement
and the Enhancement Agreement has been duly authorized, executed and
delivered by the Trustee and constitutes a legal, valid and binding
obligation of the Trustee, enforceable against the Trustee in
accordance with its terms, except as such enforceability may be
limited by (A) bankruptcy, insolvency, liquidation, reorganization,
moratorium, conservatorship, receivership or other similar laws now or
hereafter in effect relating to the enforcement of creditors' rights
in general, as such laws would apply in the event of a bankruptcy,
insolvency, liquidation, reorganization, moratorium, conservatorship,
receivership or similar occurrence affecting the Trustee, and (B)
general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law);
(iii) the Certificates have been duly authenticated and delivered
by the Trustee;
(iv) the execution and delivery of the Pooling and Servicing
Agreement, the Supplement and the Enhancement Agreement by the Trustee
and the performance by the Trustee of their respective terms do not
conflict with or result in a violation of (A) any law or regulation of
the United States of America or the state of Minnesota governing the
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banking or trust powers of the Trustee, or (B) the articles of
association or by-laws of the Trustee; and
(v) no approval, authorization or other action by, or filing
with, any governmental authority of the United States of America
or the sate of Minnesota having jurisdiction over the banking or trust
powers of the Trustee is required in connection with the execution and
delivery by the Trustee of the Pooling and Servicing Agreement, the
Supplement and the Enhancement Agreement or the performance by the
Trustee thereunder;
(n) you shall have received an opinion or opinions of counsel to the
Enhancement Provider, dated the Closing Date, and satisfactory in form and
substance to you and your counsel, to the effect that:
(i) the Enhancement Provider is duly organized and validly
existing under the laws of the jurisdiction of its incorporation, is
duly qualified and/or licensed to do business in all jurisdictions
where the nature of its operations as contemplated in the Enhancement
Agreement requires such qualification, and has the power and authority
(corporate and other) to enter into the Enhancement Agreement and to
perform its obligations thereunder; and
(ii) the Enhancement Agreement has been duly authorized, executed
and delivered by the Enhancement Provider, and constitutes the legal,
valid and binding obligation of the Enhancement Provider, enforceable
in accordance with its terms, except to the extent that the
enforceability thereof may be subject to bankruptcy, insolvency,
reorganization, conservatorship, moratorium or other similar laws now
or hereafter in effect relating to creditors' rights as such laws
would apply in the event of the insolvency, liquidation or
reorganization or other similar occurrence with respect to the
Enhancement Provider or in the event of any moratorium or similar
occurrence affecting the Enhancement Provider.
(o) you shall have received reliance letters, if applicable, with
respect to any opinions delivered to the Transferor by foreign counsel of
the Enhancement Provider for the Enhancement Agreement, if any, which
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opinions shall include matters relating to (i) the due organization of the
Enhancement Provider, (ii) the authorization, execution, delivery and
performance by the Enhancement Provider of the Enhancement Agreement and the
binding effect of the Enhancement Agreement, and (iii) the enforceability in
the foreign jurisdiction in which such Enhancement Provider is located of a
judgment obtained under the Enhancement Agreement in a United States federal
court or in a court of the State of New York; such reliance letters shall
include all matters that are contained in the opinions of foreign counsel;
The Transferor will furnish to you conformed copies of such opinions,
certificates, letters and documents as you reasonably request.
7. Indemnification.
(a) The Transferor will indemnify and hold harmless each Underwriter
and each person, if any, who controls any Underwriter within the meaning of
the Act or the Exchange Act and the respective officers, directors and
employees of each such person, against any losses, claims, damages or
liabilities, joint or several, to which such Underwriter or such controlling
person may become subject, under the Act, the Exchange Act or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon any untrue statement or
alleged untrue statement of any material fact contained in the Registration
Statement, the Prospectus or any amendment or supplement thereto, or arise
out of or are based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the
statements therein not misleading; and will reimburse each Underwriter and
each such officer, director, employee or controlling person for any legal or
other expenses reasonably incurred by such Underwriter and each such
officer, director, employee or controlling person in connection with
investigating or defending any such loss, claim, damage, liability or
action, subject to the following proviso, as such expenses are incurred;
provided, however, that (i) the Transferor will not be liable in any such
case to the extent that any such loss, claim, damage or liability arises out
of or is based upon any such untrue statement or alleged untrue statement in
or omission or alleged omission made in any such documents in reliance upon
and in conformity with written information furnished to the Transferor by an
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Underwriter pecifically for use therein and (ii) such indemnity with respect
to any untrue statement or alleged untrue statement or omission or alleged
omission in the Preliminary Prospectus shall not inure to the benefit of any
Underwriter (or any person controlling such Underwriter) from whom the
person asserting any such loss, claim, damage or liability purchased the
Certificates which are the subject thereof, if such person was not given or
sent a copy of the Prospectus excluding documents incorporated therein by
reference, at or prior to the confirmation of the sale of such Certificates
to such person in any case where such delivery is required by the Act and
the untrue statement or alleged untrue statement or omission or alleged
omission of a material fact contained in the Preliminary Prospectus and
forming the basis for the related cause of action was corrected in the
Prospectus. This indemnity agreement will be in addition to any liability
which the Transferor may otherwise have.
(b) Each Underwriter severally, and not jointly, will indemnify and
hold harmless the Transferor, each of its directors, each of its officers
who have signed the Registration Statement and each person, if any, who
controls the Transferor within the meaning of the Act or the Exchange Act
and the respective officers, directors and employees of each such person
against any losses, claims, damages or liabilities to which the Transferor
or any such director, officer or controlling person may become subject,
under the Act, the Exchange Act or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out of
or are based upon any untrue statement or alleged untrue statement of any
material fact contained in the Registration Statement, the Prospectus, or
any amendment or supplement thereto, or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading,
in each case to the extent, but only to the extent, that such untrue
statement or alleged untrue statement or omission or alleged omission was
made in reliance upon and in conformity with written information furnished
to the Transferor by such Underwriter specifically for use therein, and will
reimburse any legal or other expenses reasonably incurred by the Transferor
or any such director, officer or controlling person in connection with
investigating or defending any such loss, claim, damage, liability or action
as such expenses are incurred. This
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indemnity agreement will be in addition to any liability that such
Underwriter may otherwise have.
(c) Promptly after receipt by an indemnified party under this Section
of notice of the commencement of any action, such indemnified party will, if
a claim in respect thereof is to be made against the indemnifying party
under this Section, notify the indemnifying party of the commencement
thereof; but the omission and/or delay so to notify the indemnifying party
will not relieve it from any liability which it may have to any indemnified
party otherwise than in this Section unless such omission caused actual
prejudice to the party not notified; in case any such action is brought
against any indemnified party, and it notified the indemnifying party of the
commencement thereof, the indemnifying party will be entitled to participate
therein, and, to the extent that it may elect by written notice jointly with
any other indemnifying party similarly notified, to assume the defense
thereof, with counsel satisfactory to such indemnified party, and after
notice from the indemnifying party to such indemnified party of its election
so to assume the defense thereof, the indemnifying party will not be liable
to such indemnified party under this Section for any legal or other expenses
subsequently incurred by such indemnified party in connection with defense
thereof other than reasonable costs of investigation. If the defendants in
any action include both the indemnified party and the indemnifying party and
the indemnified party shall have reasonably concluded that there may be
legal defenses available to it and/or other indemnified parties that are
different from or additional to those available to the indemnifying party,
the indemnified party or parties shall have the right to select separate
counsel to assert such legal defenses and to otherwise participate in the
defense of such action on behalf of such indemnified party or parties. It is
understood that the indemnifying party shall not, in connection with any
proceeding or related proceedings in the same jurisdiction, be liable for
the reasonable fees and expenses of more than one separate firm (in addition
to local counsel, if any) for all such indemnified parties. No indemnifying
party may avoid its duty to indemnify under this Section 7 if such
indemnifying party shall, without the prior written consent of the
indemnified party, effect any settlement or compromise of, or consent to the
entry of any judgement in, any pending or threatened action in respect of
which any indemnified party is or could have been a party and
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indemnity could have been sought hereunder by such indemnified party unless
such settlement includes an unconditional release of such indemnified party
from all liability on all claims that are the subject matter of such action.
An indemnifying party shall not be liable for any settlement of any claim
effected without its written consent.
(d) If recovery is not available under the foregoing indemnification
provisions of this Section for any reason other than as specified therein,
the parties entitled to indemnification by the terms thereof shall be
entitled to contribution to liabilities and expenses, except to the extent
that contribution is not permitted under Section 11(f) of the Act. In
determining the amount of contribution to which the respective parties are
entitled, there shall be considered (i) the relative benefit received by the
Transferor on the one hand and the Underwriters on the other hand from the
offering of the Certificates or (ii) if the allocation provided by clause
(i) above is not permitted by applicable law, the relative benefits referred
to in clause (i) above but also the relative fault of the Transferor on the
one hand and the Underwriters on the other hand in connection with the
statement or omission that resulted in such liabilities and expenses as well
as any other relevant equitable con siderations. The relative benefits
received by the Transferor on the one hand and the Underwriters on the other
hand shall be deemed to be in the same proportion as the total net proceeds
of the offering of the Certificates (before deducting expenses) received by
the Transferor bear to the total underwriting discounts and commissions
received by the Underwriters in connection with the offering of the
Certificates. The relative fault of the parties shall be determined by
reference to, among other things, the parties' relative knowledge and access
to information concerning the matter with respect to which the claim was
asserted, the opportunity to correct and prevent any statement or omission,
and any other equitable considerations appropriate under the circumstances.
The Transferor and the Underwriters agree that it would not be equitable if
the amount of such contribution were determined by pro rata or per capita
allocation (even if the Underwriter were treated as one entity for such
purpose).
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8. Default of Underwriters. If any Underwriter or Underwriters
participating in an offering of Certificates default in their obligations to
purchase Certificates hereunder and the aggregate principal amount of such
Certificates which such defaulting Underwriter or Underwriters agreed, but
failed, to purchase does not exceed 10% of the total principal amount of the
Certificates, you may make arrangement satisfactory to the Transferor for
the purchase of such Certificates by other persons, including any of the
Underwriters participating in such offering, but if no such arrangements are
made within a period of 36 hours after the Closing Date, the non-defaulting
Underwriters shall be obligated severally, in proportion to their respective
total commitments hereunder, to purchase the Certificates which such
defaulting Underwriters agreed but failed to purchase. If any Underwriter or
Underwriters so default and the aggregate principal amount of Certificates
with respect to which such default or defaults occur is more than 10% of the
total principal amount of the Certificates and arrangements satisfactory to
you and the Transferor for the purchase of such Certificates by other
persons are not made within 36 hours after such default, this Agreement will
terminate without liability on the part of any non-defaulting Underwriter or
the Transferor, except as provided in Section 10. As used in this Agreement,
the term "Underwriter" includes any person substituted for an Underwriter
under this Section. Nothing herein will relieve a defaulting Underwriter
from liability for its default.
9. Termination of the Obligations of the Underwriters. The obligations
of the Underwriters to purchase the Certificates on the Closing Date shall
be terminable by the Underwriters by written notice delivered to the
Transferor if at any time on or prior to the Closing Date (i) trading in
securities generally on the New York Stock Exchange shall have been
suspended or materially limited, or there shall have been any setting of
minimum prices for trading on such exchange of the securities of Xxxxxxxx'x
or any suspension of trading of the securities of Xxxxxxxx'x on any exchange
or in the over-the-counter market, (ii) a general moratorium on commercial
banking activities in New York, Alabama or Mississippi shall have been
declared by any of Federal, New York, Alabama or Mississippi authorities,
(iii) there shall have occurred any material outbreak or escalation of
hostilities or other calamity or crisis, the effect of which on the
financial markets of the United States is such as to make it, in your
reasonable judgement, as representative of the Underwriters, impracticable
to market the Certificates on the terms and in the manner contemplated in
the Prospectus, (iv)
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any change or any development involving a prospective change, materially and
adversely affecting (A) the Trust Property taken as whole or (B) the
business or properties of the Transferor or Xxxxxxxx'x occurs, which, in
your reasonable judgment as representative of the Underwriters, in the case
of either (A) or (B), makes it impracticable to market the Certificates on
the terms and in the manner contemplated in the Prospectus.
10. Survival of Certain Representations and Obligations. The
respective indemnities, agreements, representations, warranties and other
statements by the Transferor or its officers and of the several Underwriters
set forth in or made pursuant to this Agreement will remain in full force
and effect, regardless of any investigation, or statement as to the results
thereof, made by or on behalf of the Underwriters, the Transferor or any of
their respective officers or directors or any controlling person, and will
survive delivery of and payment for the Certificates.
If this Agreement is terminated pursuant to Sections 8 or 9 or if for
any reason the purchase of the Certificates by the Underwriters is not
consummated, the Transferor shall remain responsible for the expenses to be
paid or reimbursed by it pursuant to Section 5(f), and the obligations of
the Transferor and the Underwriters pursuant to Section 7 shall remain in
effect.
11. Representation of the Underwriters. Each of the Underwriters
represents and warrants to, and agrees with, the Transferor that (w) it has
only issued or passed on and shall only issue or pass on in the United
Kingdom any document received by it in connection with the issue of the
Certificates to a person who is of a kind described in Article 11(3) of the
Financial Services Xxx 0000 (Investment Advertisements) (Exemptions) Order
1996 or who is a person to whom the document may otherwise lawfully be
issued or passed on, (x) it has complied and shall comply with all
applicable provisions of the Financial Services Xxx 0000 with respect to
anything done by it in relation to the Certificates in, from or otherwise
involving the United Kingdom and (y) if that Underwriter is an authorized
person under the Financial Services Xxx 0000, it has only promoted and shall
only promote (as that term is defined in Regulation 1.02 of the Financial
Services (Promotion of Unregulated Schemes) Regulations 1991) to any person
in the United Kingdom the scheme described in the Prospectus if that person
is of a kind described either in Section 76(2) of the Financial Services Xxx
0000 or in
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Regulation 1.04 of the Financial Services (Promotion of Unregulated Schemes)
Regulations 1991.
12. Notices. All communications hereunder will be in writing and, if
sent to an Underwriter, will be mailed, delivered or telecopied to
NationsBanc Capital Markets, Inc., NationsBank Corporate Center, 000 Xxxxx
Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000-0000, Attention: Xxxx X.
Xxxxxxx, facsimile number 000-000-0000 or if sent to the Transferor, will be
mailed, delivered or telecopied to Xxxxxxxx'x Credit Corporation, 000
Xxxxxxxxx Xxxxxxx, Xxxxxxxxxx, Xxxxxxx 00000, Attention: Xxxxxxx Xxxxxxxx,
facsimile number (000) 000-0000, or such other address specified in the
applicable Terms Agreement; provided, however, that any notice to an
Underwriter pursuant to Section 7 will be mailed, delivered or telecopied to
such Underwriter at the address furnished by it in Schedule I hereto.
13. Successors. This Agreement will inure to the benefit of and be
binding upon the parties hereto and their respective successors and the
officers, directors and controlling persons referred to in Section 7 hereof,
and their successors and assigns, and no other person will have any right or
obligation hereunder.
14. Applicable Law. THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
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If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us a counterpart hereof, whereupon it
will become a binding agreement among the Transferor and the several
Underwriters in accordance with its terms. Alternatively, the execution of
this Agreement by the Transferor and its acceptance by or on behalf of the
Underwriters may be evidenced by an exchange of telecopied or other written
communications.
Very truly yours,
XXXXXXXX'X CREDIT CORPORATION,
as Transferor
By /s/ Xxxxxxx X. Xxxxxxxx
-------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: President
The foregoing Agreement is
hereby confirmed and accepted
as of the date first
above written.
NATIONSBANC CAPITAL MARKETS, INC.,
as Representative of the
several Underwriters
By /s/ Xxxx X. Xxxxxxx
-----------------------
Name: Xxxx X. Xxxxxxx
Title: Director
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Schedule I
----------
Principal Amount of
Class A Certificates
--------------------
NationsBanc Capital Markets, Inc. ................... $ 60,000,000
BancAmerica Securities, Inc. ........................ 60,000,000
X.X. Xxxxxx Securities Inc. ......................... 60,000,000
Principal Amount of
Class B Certificates
--------------------
NationsBanc Capital Markets, Inc.................... $ 20,000,000
I-1
