EXHIBIT 10.27
=============================================================================
XXXXXX FUNDING MASTER TRUST
6.19% ASSET-BACKED CERTIFICATES,
SERIES 1993-1, CLASS A
CERTIFICATE PURCHASE AGREEMENT
July 23, 1993
=============================================================================
July 23, 1993
Purchasers named on the
signature pages hereto
Ladies and Gentlemen:
1. Introduction. Pursuant to the Pooling and Servicing Agreement (as
defined below), Xxxxxx Funding Inc. (the "Transferor") has caused Ingram
Funding Master Trust (the "Trust") to issue 6.19% Asset-Backed Certificates,
Series 1993-1, Class A (the "Class A Certificates") to be sold by the
Transferor.
The Class A Certificates will be issued pursuant to a Pooling and
Servicing Agreement dated as of February 12, 1993 among the Transferor,
Xxxxxx Industries Inc. ("Ingram"), as servicer (the "Servicer"), and
Chemical Bank, as trustee (the "Trustee"), as supplemented by the Series
1993-1 Supplement dated as of July 23, 1993 among the Transferor, the
Servicer and the Trustee (collectively, the "Pooling and Servicing
Agreement"). The Transferor has conveyed to the Trustee for the benefit of
the holders of the Class A Certificates, a pool of trade accounts
receivable generated from trade accounts of customers of the Xxxxxx Book
Company division of Ingram and certain designated subsidiaries of Ingram
(the "Receivables"), and certain other property (the Receivables and such
other property, the "Trust Assets").
The placement of the Class A Certificates has been arranged by Chemical
Securities Inc., as placement agent (the "Placement Agent"), pursuant to an
agreement dated as of May 25, 1993 (the "Placement Agency Agreement") among
the Transferor, the Servicer and the Placement Agent.
The Transferor has furnished to each of the purchasers of Class A
Certificates named on the signature pages hereto (the "Purchasers" and,
individually, a "Purchaser") a final private placement memorandum dated
July 23, 1993, describing, among other things, the Class A Certificates,
the Trust Assets, the Trust, the Transferor, the Servicer and the Pooling
and Servicing Agreement. Such final private placement memorandum is
herein referred to as the "Memorandum."
The Transferor hereby agrees with each of the Purchasers as follows:
2. Purchase, Sale. Payment and Delivery of the Class A Certificates. On
the basis of the representations, warranties and agreements contained herein,
but subject to the terms and conditions set forth herein, the Transferor
agrees to sell to each Purchaser, and each Purchaser agrees to purchase from
the Transferor, on July 23, 1993 or on such other date as shall be mutually
agreed upon by the Transferor and the Purchasers (the "Closing Date"), the
aggregate principal amount of the Class A Certificates set forth on such
Purchaser's Attachment I annexed hereto (the "Designated Class A
Certificates"). Each Designated Class A Certificate shall be purchased at a
purchase price equal to 100% of the principal amount thereof.
The closing of the sale of the Class A Certificates (the "Closing")
shall be held at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx at 000
Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m., New York City time,
on the Closing Date. Payment of the aggregate purchase price for the Class
A Certificates shall be made on the Closing Date by wire transfer of
immediately available funds to an account to be designated in writing to
each Purchaser by the Transferor at least two business days prior to the
Closing Date, against delivery of the Class A Certificates at the Closing
on the Closing Date. The denominations of the Designated Class A
Certificates to be delivered to the Purchasers and the name or names in
which each such Designated Class A Certificate is to be registered shall be
in accordance with the information set forth on Attachment I with respect
to such Purchaser designated by each Purchaser by notice in writing
delivered to the Transferor at least two business days prior to the Closing
Date or, if any such Purchaser shall fail to give such notice, delivery
shall be made to such Purchaser in the form of one Class A Certificate
registered in such Purchaser's name.
3. Representations and Warranties of the Transferor. The Transferor
represents and warrants to, and agrees with, each Purchaser that, as of the
date hereof:
a. The Transferor has been duly organized and is validly existing
as a corporation under the laws of the State of Delaware with full power
and authority to issue, sell and deliver the Class A Certificates and to
conduct its business as such business is currently conducted, and to
execute, deliver and perform its oblications under this Agreement, the
Pooling and Servicing Agreement and the Class A Certificates;
b. The Transferor is not required to be qualified to do business in any
jurisdiction in which the failure to so qualify would impair the validity or
enforceability of any Document (as defined below), to which the Transferor is
a party; the Transferor has neither conducted nor engaged in any business
other than as allowed pursuant to the terms of the Pooling and Servicing
Agreement;
c. This Agreement has been duly authorized, executed and delivered by
the Transferor and constitutes a valid and binding agreement of the
Transferor, enforceable against the Transferor in accordance with its terms,
except that the enforceability thereof may be limited by (i) bankruptcy,
insolvency, reorganization, moratorium or other similar laws now or hereafter
in effect relating to creditors' rights generally and (ii) general principles
of equity (regardless of whether enforcement is considered in a proceeding in
equity or at law) and the discretion of the court before which any proceeding
for such enforcement may be brought;
d. Any Document to which the Transferor is a party has been duly
authorized, executed and delivered by the Transferor and, assuming due
authorization, execution and delivery thereof by the other parties thereto,
will constitute a valid and binding agreement of the Transferor,
enforceable against the Transferor in accordance with its terms, except
that the enforceability thereof may be limited by (i) bankruptcy,
insolvency, reorganization, moratorium or other similar laws now or
hereafter in effect relating to creditors' rights generally and (ii)
general principles of equity (regardless of whether enforcement is
considered in a proceeding in equity or at law) and the discretion of the
court before which any proceeding for such enforcement may be brought;
e. The Class A Certificates have been duly authorized and executed by
the Transferor and, when authenticated by the Trustee in accordance with
the Pooling and Servicing Agreement and delivered against payment therefor as
provided herein, will be entitled the benefits of the Pooling and Servicing
Agreement, subject to (1) bankruptcy, insolvency, reorganization, moratorium
or other similar laws now or hereafter in effect relating to creditors'
rights generally and (ii) general principles of equity (regardless of
whether enforcement is considered in a proceeding in equity or at law) and
the discretion of the court before which any proceeding for such
enforcement may be brought;
f. The Memorandum as of its date did not, and as of the Closing Date
will not, contain any untrue statement of a material fact or omit to state
any material fact necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading, and
no written information supplied by the Transferor to (i) Standard & Poor's
Corporation or Fitch Investors Service, Inc. (collectively, the "Rating
Agencies") in connection with obtaining a rating for the Class A
Certificates or (ii) the Purchasers contained any material misstatement of
a material fact or omitted to state any fact necessary to make the material
statements contained therein not materially misleading, as of the date as
of which such information was dated or certified, in each case considered
in the aggregate with all other information furnished to the Rating
Agencies or the Purchasers, as applicable, pursuant to or in connection
with obtaining of a rating (in the case of the Rating Agencies) or pursuant
to or in connection with any Document or any transaction contemplated
hereby or thereby (in the case of the Purchasers) and giving effect to
written revisions and updates of such information furnished to the Rating
Agencies or the Purchasers, as applicable, prior to the Closing Date;
g. Subject to Section 3.j. with respect to federal and state
securities laws, neither the execution and delivery of any Document to
which the Transferor is a party or the issuance or sale of the Class A
Certificates, the consummation of the transactions contemplated thereby nor
the fulfillment of any of the terms and conditions thereof conflicts or
will conflict with, results or will result in a breach or violation of any
of the terms or provisions of, or constitutes or will constitute a default
under (i) the Pooling and Servicing Agreement, (ii) any law or statute
currently applicable to the Transferor or (iii) any decree, order, rule or
regulation currently applicable to the Transferor of any court or
regulatory, administrative or governmental agency, body or authority, or
arbitrator having jurisdiction over the Transferor or its properties;
h. There are no legal, regulatory, administrative or governmental
proceedings pending to which the Transferor is a party or to which any of
its properties is subject or, to the knowledge of the Transferor,
threatened against the Transferor or any of its properties that, if
determined adversely to the Transferor would, in the aggregate, have a
material adverse effect on the ability of the Transferor to perform its
obligations under any Document to which it is a party or to consummate the
transactions contemplated hereunder or thereunder, or on the financial
condition, affairs or properties of the Transferor;
i. Subject to Section 3.j. with respect to federal and state
securities laws, no consent, approval, authorization or order of or
declaration or filing with any government, governmental instrumentality or
court or other person is required for the issuance or sale of the Class A
Certificates or the consummation of the other transactions contemplated by
any Document to which the Transferor is a party, except such as have been
duly made or obtained;
j. Under the circumstances contemplated by the Memorandum, the Pooling
and Servicing Agreement, this Agreement and the Placement Agency Agreement,
the offer and sale of the Class A Certificates are transactions exempt from
the registration requirements of the Securities Act of 1933, as amended (the
"Securities Act"); and the Pooling and Servicing Agreement is not required to
be qualified under the Trust Indenture Act of 1939, as amended (the "1939
Act");
k. The Transferor is not and will not be required as a result of the
offer and sale of the Class A certificates under the circumstances
contemplated by the Memorandum, the Pooling and Servicing Agreement, this
Agreement and the Placement Agency Agreement to register as an "investment
company" under the Investment Company Act of 1940, as amended (the "1940
Act"), and the Transferor is not "controlled" by an "investment company"
as defined in the 1940 Act;
1. There is no fact known to the Transferor that materially adversely
affects the ability of the Transferor to perform its obligations under the
Documents to which it is a party;
m. Except for Chemical Securities Inc., the Transferor has not dealt
with any broker, investment banker, or other person who may be entitled to any
commission or compensation in connection with the sale of the Class A
Certificates, and the fees of Chemical Securities Inc. shall be payable, and
shall be paid, by the Transferor from proceeds of the sale of the Class A
Certificates and the Purchasers shall have no liability therefor;
n. The Transferor has not transferred its interests in the Trust Assets
to the Trustee with an actual intent to hinder, delay or defraud any creditor;
the Transferor is solvent (as that term is utilized under applicable
bankruptcy, insolvency and fraudulent conveyance laws) and has not been
rendered insolvent by the transfer and assignment of the Trust Assets;
o. At the time of the transfer of the Trust Assets from the Transferor
to the Trustee, the Transferor owned the Trust Assets free and clear of any
liens, claims (including but not limited to claims of ownership) or
encumbrances, including, but not limited to federal tax liens, ERISA liens and
claims arising pursuant to 31 U.S.C. Section 3713;
p. The Transferor has irrevocably assigned to the Trustee for the
benefit of the Certificateholders (as defined in the Pooling and Servicing
Agreement) all of the Transferor's right, title and interest in and to the
Trust Assets;
q. Assuming the accuracy of the representations and warranties of
the Purchasers contained herein, the execution and delivery of this
Agreement and the issue and sale of the Class A Certificates by the
Transferor does not and will not involve any transaction by the Transferor
that is prohibited under Section 406(a) of ERISA or in connection with which
an excise tax could be imposed pursuant to Section 4975(a) or (b) of the
Code by reason of the prohibited transactions described in Section 4975(c)
(I) (A), (B), (C), or (D) of the Code;
r. None of the transactions contemplated in this Agreement (including,
without limitation, the use of proceeds from the sale of the Class A
Certificates) will result in a violation of Section 7 of the Securities
Exchange Act of 1934, as amended, or any regulations issued pursuant thereto,
including Regulations G, T, U and X of the Board of Governors of the Federal
Reserve System, 12 C.F.R., Chapter II; and
s. No event has occurred and is continuing that constitutes, or with the
passage of time or the giving of notice or both would constitute, a Servicer
Default or an Event of Termination with respect to the Class A Certificates
under, and as defined in, the Pooling and Servicing Agreement.
4. Representations and Warranties of the Purchasers. Each Purchaser
represents and warrants to, and agrees with, the Transferor, as of the date
hereof and as of the Closing Date, that:
a. It has received all information concerning the Class A Certificates,
the Transferor, the Servicer, the Trust, the Trust Assets, the Pooling and
Servicing Agreement and any other matters relevant to its decision to purchase
the Class A Certificates that it has requested, including, but not limited to
the Memorandum. It has had an opportunity to discuss fully the Transferor's
business, management and financial affairs, and the terms and conditions of
the proposed purchase, with the Transferor and its representatives;
b. It is not acquiring its Class A Certificates with a view to or
for sale in connection with any distribution thereof within the meaning of
the Securities Act, provided that the disposition of its property shall at
all times be and remain within its control. No part of the funds being
used by it to pay the Purchase Price of the Class A Certificates being
purchased by it hereunder will constitute assets allocated to any separate
account maintained by it. For purposes of this paragraph (b), the term
"separate account" shall have the meaning specified in Section 3 of the
Employee Retirement Income Security Act Of 1974, as amended. It is an
"insurance company" as defined in Section 2(13) of the Securities Act
c. It understands that the Class A Certificates have not been and
will not be registered or qualified under the Securities Act or any
applicable state securities laws or the securities laws of any other
jurisdiction and are being offered only in a transaction not involving any
public offering within the meaning of the Securities Act, and that the
Class A Certificates initially will bear the legend and be subject to the
restrictions on transfer described in the Memorandum;
d. It understands that the Class A Certificates are subject to
restrictions on transfer set forth in Section 6.03 of the Pooling and
Servicing Agreement;
e. It intends to treat the Class A Certificates as indebtedness of the
Transferor for federal income tax purposes.
Each Purchaser understands that the Transferor, the Placement Agent, and,
for purposes of the opinions to be delivered to the Purchasers pursuant to
Section 5.d., Skadden, Arps, Slate, Xxxxxxx & Xxxx, will rely upon the
accuracy and truth of the foregoing representations, and each Purchaser hereby
consents to such reliance.
5. Conditions of the Obligations of the Purchasers. The obligations
of each Purchaser to purchase and pay for the Class A Certificates shall be
subject to the accuracy, as of the date hereof and as of the Closing Date,
of the representations and warranties of the Transferor herein, the
performance by the Transferor of its obligations hereunder and the
following additional conditions:
a. On the Closing Date, this Agreement, the Pooling and Servicing
Agreement, the Placement Agency Agreement, the Purchase Agreement (as defined
in the Pooling and Servicing Agreement) and the Class A Certificates
duly authorized, executed and delivered by the Parties thereto, shall be in
full force and effect and no default shall exist thereunder. The Documents
shall be in the forms heretofore provided to the Purchasers.
b. On the Closing Date, each Purchaser shall have received a certificate
from the Trustee, dated the Closing Date, stating that the Pooling and
Servicing Agreement has been duly authorized, executed and delivered by the
Trustee and the Class A Certificates have been duly authenticated by the
Trustee in accordance with the Pooling and Servicing Agreement.
c. All documents (other than opinions of counsel which will be delivered
as set forth herein) incident hereto and to the Pooling and Servicing
Agreement shall be reasonably satisfactory in form and substance to the
Purchasers.
d. The Purchasers shall have received opinions, dated the Closing Date,
addressed to the Purchasers, of Skadden, Arps, Slate, Xxxxxxx & Xxxx, special
counsel to the Transferor, and of Xxxxx X. Xxxxxxxx, Xx., counsel to the
Servicer, reasonably satisfactory in form and substance to the Purchasers.
e. The Purchasers shall have received an opinion, dated the Closing
Date, addressed to the Purchasers of Pryor, Cashman, Xxxxxxx & Xxxxx, counsel
to the Trustee, reasonably satisfactory in form and substance to the
Purchasers.
f. Each of the other Purchasers shall have purchased, and the Transferor
shall have received payment in full for, the Class A Certificates to be
purchased by it.
g. The Transferor shall have irrevocably assigned to the Trustee for the
benefit of the Certificateholders all of the Transferor's right, title and
interest in and to the Trust Assets.
h. The Purchasers' purchase of the Class A Certificates (a) shall
not be prohibited by any applicable law or governmental regulation, (b)
shall not subject any Purchaser to any penalty under or pursuant to any
applicable law or governmental regulation, (c) shall be permitted by the
laws and regulations of the jurisdictions to which the Purchasers are
subject, and shall qualify without reference to any "basket" or "leeway"
provisions permitting investment without restriction as to the character of
the particular investment. The Transferor shall have delivered to each
Purchaser factual certificates or other evidence, in form and substance
satisfactory to each Purchaser, to enable each Purchaser to establish
compliance with this condition, as may be reasonably requested.
i. The Transferor shall have received all consents, permits and
other authorizations, and made all such filings and declarations, as may be
required from any Person, pursuant to any law, statute, regulation or rule
(Federal, state, local and foreign) in connection with the transactions
contemplated by this Agreement.
j. The Purchasers shall have received a true and correct copy of a
letter from Standard & Poor's Corporation and Fitch Investors Service, Inc.
confirming that the Class A Certificates have been rated "AAA" and "AAA",
respectively.
k. The Purchasers shall have received evidence, reasonably satisfactory
to the Purchasers, of the payment, if any, of all taxes, fees and other
governmental charges, if any, incidental to the issuance of the Class A
Certificates and to the consummation of the transactions contemplated
hereunder and under the Pooling and Servicing Agreement.
1. The Purchasers shall have received receipts or other documents
acknowledging receipt by the Transferor of the purchase price of the Class A
Certificates upon confirmation by the Transferor of receipt thereof.
m. The Purchasers shall have received reliance letters from Skadden,
Arps, Slate, Xxxxxxx & Xxxx, Xxxxx X. Xxxxxxxx, Xx. and Pryor, Cashman,
Xxxxxxx & Xxxxx with respect to the opinions delivered by them in connection
with the initial closing under the Pooling and Servicing Agreement.
n. The Transferor shall have delivered a certificate signed by an
authorized officer of the Transferor, dated the Closing Date, certifying
that (i) the Transferor has filed an application with Standard & Poor's
Corporation CUSIP Service Bureau for assignment of a private placement
number with respect to the Class A Certificates and (ii) all fees and
expenses payable in connecticn with said application have been paid in
full.
If, on the Closing Date, any condition specified in this Agreement
shall not have been fulfilled when and as required in this Agreement or
waived by the Purchasers, or the Transferor shall fail to tender any
Purchaser such Purchaser's Class A Certificates, the Purchasers' obligation
to purchase the Class A Certificates pursuant to this Agreement may be
terminated by notice to the Transferor, given to the Transferor in writing
or by facsimile. Nothing in this paragraph shall operate to relieve the
Transferor from any of its obligations hereunder or otherwise waive any of
the Purchasers' rights against the Transferor.
6. Expenses. Whether or not the Class A Certificates are sold, the
Transferor will pay the reasonable fees and disbursements of the
Purchasers' special counsel, Cadwalader, Xxxxxxxxxx & Xxxx. The Transferor
will also pay (i) the fees and expenses, if any, of the Rating Agencies in
connection with obtaining a credit rating for the Class A Certificates,
whether or not such credit rating is actually obtained, and (ii) the fees
and expenses of Standard & Poor's Corporation in connection with obtaining
a private placement number with respect to the Class A Certificates. The
Transferor further agrees that it will pay or cause to be paid, promptly
upon demand, (i) any reasonable out-of-pocket expenses incurred by any
Purchaser in connection with the making of any amendment to, or the giving
of any release, consent or waiver in respect of, this Agreement and any
Document executed pursuant hereto or thereto, including the reasonable fees
and disbursements of one (and in no event more than one) outside counsel
for all Purchasers in connection therewith, in each case that are related
to or arising out of a request of, or an action taken by, or that are
otherwise required by, either the Transferor or Ingram (but not to the
extent that any such request, action or requirement of either the
Transferor or Ingram arises by reason of its obligation to respond to a
request, action or requirement instigated by a Purchaser or other third
party), and (ii) any reasonable out-of-pocket expenses incurred by any
Purchaser in connection with the enforcement of its rights and remedies
under the Pooling and Servicing Agreement if either a Servicer Default or
an Event of Termination shall occur and be continuing, including the
reasonable fees and disbursements of one (and in no event more than one)
outside counsel for all Purchasers in connection therewith.
7. Survival. The respective representations, warranties and agreements
made by the Transferor and the Purchasers herein or in any certificate or
other instrument delivered pursuant hereto shall survive the delivery of and
payment for the Class A Certificates notwithstanding any investigation made by
or on behalf of any party hereto.
8. Notices. All communications provided for or permitted hereunder shall
be in writing and shall be deemed to have been duly given if personally
delivered, sent by overnight courier or mailed by registered mail, postage
prepaid and return receipt requested, or transmitted by confirmed telex,
telegraph or telecopier, if to a Purchaser, addressed to such Purchaser at the
address set forth on such Purchaser's signature page hereto, or to such other
address as such Purchaser may designate in writing to the Transferor, and if
to the Transferor, addressed to Xxxxxx Funding Inc., 0000 Xxxxx Xxxxxx Xxxxxx,
Xxxxxxxxxx, Xxxxxxxx 00000, Attention: President or to such other address as
the Transferor may designate in writing to the Purchasers, with a copy to
Xxxxxx Industries Inc., One Belle Xxxxx Place, 0000 Xxxxxxx Xxxx, Xxxxxxxxx,
Xxxxxxxxx 00000, Attention: Treasurer.
9. Successors. This Agreement shall inure to the benefit of and be
binding upon the Transferor, the Purchasers and their respective successors
and assigns. Nothing expressed herein is intended or shall be construed to
give any person other than the persons referred to in the preceding sentence
any legal or equitable right, remedy or claim under or in respect of this
Agreement.
10. Severability of Provisions. Any covenant, provision, agreement
or term of this Agreement that is prohibited or is held to be void or
unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
Invalidating the remaining provisions hereof.
11. Miscellaneous. This Agreement constitutes the entire agreement
and understanding of the parties hereto with respect to the matters and
transactions contemplated hereby and supersedes all prior agreements and
understandings whatsoever relating to such matters and transactions.
Neither this Agreement nor any term hereof may be changed, waived,
discharged or terminated orally, but only by an instrument in writing
signed by the party against whom enforcement of the change, waiver,
discharge or termination is sought. The headings in this Agreement are for
the purpose of reference only and shall not limit or otherwise affect the
meaning hereof. This Agreement may be executed in counterparts, which may
include facsimile counterparts, each of which shall constitute an original,
but all of which shall together constitute one instrument.
12. Applicable Law. This Agreement shall be governed by, and construed
in accordance with, the laws of the State of New York.
13. Counterparts. This Agreement may be executed in two or more
counterparts, and all such counterparts taken together shall be deemed to
constitute one and the same agreement.
If the foregoing is in accordance with your understanding of our
agreement, kindly sign and return to us the enclosed duplicate hereof,
whereupon it will become a binding agreement between the undersigned in
accordance with its terms.
Very truly yours,
XXXXXX FUNDING INC.
By: /s/ Xxxxxx X. Xxxx
---------------------------
Name: Xxxxxx X. Xxxx
Title: Assistant Treasurer
Agreed and accepted as of
the date first above written.
GREAT-WEST LIFE & ANNUITY
INSURANCE COMPANY
By: /s/ Xxxxx X. Xxxx
--------------------------------
Name: Xxxxx X. Xxxx
Title: Manager
Private Placement Investments
By: /s/ X. X. Xxxx
--------------------------------
Name: X.X. Xxxx
Title: Assistance Vice President
Private Placement Investments
It the foregoing is in accordance with your understanding of our
agreement, kindly sign and return to us the enclosed duplicate hereof,
whereupon it will become a binding agreement between the undersigned in
accordance with its terms.
Very truly yours,
XXXXXX FUNDING INC.
By: /s/ Xxxxxx X. Xxxx
------------------------
Name: Xxxxxx X. Xxxx
Title: Assistant Treasurer
Agreed and accepted as of
the date first above written.
PACIFIC CORINTHIAN LIFE
INSURANCE COMPANY
By: /s/ Xxxxx X. Card
--------------------------------
Name: Xxxxx X. Card
Title: Sr. Vice President
If the foregoing is in accordance with your understanding of our
agreement, kindly sign and return to us the enclosed duplicate hereof,
whereupon it will become a binding agreement between the undersigned in
accordance with its terms.
Very truly yours,
XXXXXX FUNDING INC.
By: /s/ Xxxxxx X. Xxxx
-------------------------
Name: Xxxxxx X. Xxxx
Title: Assistant Treasurer
Agreed and accepted as of
the date first above written.
THE PRUDENTIAL INSURANCE
COMPANY OF AMERICA
By: /s/ Xxxxxxxxx X. Xxxxxx
--------------------------------
Name: Xxxxxxxxx X. Xxxxxx
Title:
If the foregoing is in accordance with your understanding of our
agreement, kindly sign and return to us the enclosed duplicate hereof,
whereupon it will become a binding agreement between the undersigned in
accordance with its terms.
Very truly yours,
XXXXXX FUNDING INC.
By: /s/ Xxxxxx X. Xxxx
--------------------------
Name: Xxxxxx X. Xxxx
Title: Assistant Treasurer
Agreed and accepted as of
the date first above written.
PACIFIC CORINTHIAN LIFE
INSURANCE COMPANY
By: /s/ Xxxxx X. Card
--------------------------------
Name: Xxxxx X. Card
Title: Sr. Vice President
By: /s/ Xxxxx X. Xxxxxxxxxx
--------------------------------
Name: Xxxxx X. Xxxxxxxxxx
Title: General Counsel &
Assistant Secretary
Aggregate Requested
Purchaser Principal Balance Denomination
--------- ----------------- -------------
The Prudential Insurance
Company of America
Series 1993-1 $30,000,000. 00 $30,000,000.00
Registered Owner: The Prudential Insurance Company of America
(1) All payments on account of Notes held by such purchaser shall be made by
wire transfer of immediately available funds for credit to:
Account Xx. 000-00-000
Xxxxxx Xxxxxxxx Trust
00 Xxxx Xxxxxx
Xxx Xxxx, Xxxx 00000
(ABA NO.: 021-000-238)
Each such wire transfer shall set forth the name of the Issuer, the full
title (including the coupon rate and final maturity date) of the Notes, a
reference to "Security No. 457192\\A0", and the due date and application (as
among principal and interest of the payment being made.
(2) Address for all notices relating to payments:
The Prudential Insurance Company of America
c/o The Prudential Specialized Finance Group
Four Gateway Center
000 Xxxxxxxx Xxxxxx
Xxxxxx, Xxx Xxxxxx 00000-0000
Attention: Manager, Investment Information &
Accounting Services
(3) Address for all other communications and notices:
The Prudential Insurance Company of America
c/o The Prudential Specialized Finance Group
Four Gateway Center
000 Xxxxxxxx Xxxxxx
Xxxxxx, Xxx Xxxxxx 00000-0000
(4) Recipient of telephonic prepayment notices:
Manager, Investment Information &
Accounting Services
(000) 000-0000
(5) Tax Identification No.: 00-0000000
ATTACHMENT I
Number/Denomination of Class A Certificate to be pruchased by Purchaser:
Series 1993-1 $20,000,000
Name of Purchaser:
Great-West Life & Annuity Insurance Company
0000 Xxxx Xxxxxxx Xxxx
0xx Xxxxx, Xxxxx 0
Xxxxxxxxx, Xxxxxxxx 00000
Tax I. D. #00-0000000
Payments of Principal and Interest
Wire Instructions:
Norwest Bank Minnesota, N. A.
ABA #000000000
For Credit to Trust Clearing Accourt #00-00-000
Re: GWL&A for Account #7-34688-00-5
Special Instructions: l) cusip or security description,
2) allocation of payment between
principal and interest, and
3) confirmation of principal balance.
Notice of Such Payments
Norwest Bank Minnesota, N.A.
000 Xxxxxxxxx Xxx., Investors Bldg., 0xx Xxxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000-0000
Attn: Income Collections
Notice for Other Communications
Great-West Life & Annuity Insurance Company
0000 Xxxx Xxxxxxx Xxxx
0xx Xxxxx, Xxxxx 0
Xxxxxxxxx, Xxxxxxxx 00000
Attention: U.S. Private Placements
Telecopier: (000) 000-0000
Physical Delivery of Securities - New Issue
Norwest Bank Minnesota, N.A.
Attn: Security Clearance
000 Xxxxxxxxx Xxx., 0xx Xxxxx
Xxxxxxxxxx, Xxxxxxxxx 00000-0000
DTC Settlement
Bank DTC participant acct. #0947
Agent ID #20947
Agent interested acct. #7-34688-00-5
Institution ID #58502
Attachment I
REGISTERED NAME EBENCO
TAX ID# 00-0000000
PACIFIC CORINTHIAN LIFE INSURANCE COMPANY
Number/Denomination of Class A Certificate to be purchased by Purchaser:
Series 1993-1 $10,000,000
Delivery Instructions for Private Placements
For Private Placements Registered in Nominee Name
(EBENCO):
Bank of America Clearing & Services Corp.
0 Xxxxxx Xxxxxx, 0xx Xxxxx - Window #2
Xxx Xxxx, XX 00000
For A/C of Sec Pac state TrCo./CPR
Account #4-09353CPR
SPCSC - Pasadena
SPSTC Customer Account #QE-7-15520-1
Wire Transfer Instructions Income and Other Distributions:
Bank of America
ABA #000000000
SPSTC-CPR ADVANTAGE GROUP
ACCOUNT: 1257603433
ATT: Xxxxx Xxxxx (000) 000-0000
Sender's Nate:
Further Credit to: Account #QE-7-15520-1
PACIFIC CORINTHIAN LIFE INSURANCE
COMPANY-PHYSICAL
Separate Notification of payments should be addressed to:
Pacific Corinthian Life insurance Company
Attn: Securities Administration
Xxxxxx Xxxxxxxx
P.O. B0X 9000
Xxxxxxx Xxxxx, Xxxxxxxxxx 00000-0000
Telefax # (000) 000-0000
Telephone # (000) 000-0000
All Financials and any other correspondence should be addressedd to:
Pacific Mutual Life Insurance Company
Attn: Fixed Income Securities Dept.
P. O. Xxx 0000
Xxxxxxx Xxxxx, Xxxxxxxxxx 00000-0000
Telefax # (000) 000-0000
Telephone # (000) 000-0000
