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EXHIBIT 4.12(b)
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SERIES 2000-1 A-RI
SUPPLEMENTAL ISSUANCE AGREEMENT
DATED AS OF AUGUST 16, 2000
TO
POOLING AND SERVICING AGREEMENT
DATED AS OF SEPTEMBER 24, 1993
AMONG
XXXXXXX RECEIVABLES CORPORATION,
AS THE TRANSFEROR
XXXXXXX CONTAINER CORPORATION,
AS THE INITIAL SERVICER
AND
MANUFACTURERS AND TRADERS TRUST COMPANY
AS THE TRUSTEE
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$125,000,000
XXXXXXX RECEIVABLES MASTER TRUST
SERIES 2000-1 A-RI CERTIFICATE
Series 2000-1 A-RI Supplemental
Issuance Agreement
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TABLE OF CONTENTS
PAGE
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ARTICLE I
DEFINITIONS
SECTION 1.02 Incorporation of Terms and Conditions
of Pooling and Servicing Agreement.............................3
ARTICLE II
DESIGNATION; HOLDER OF
SERIES 2000-1 A-RI CERTIFICATE
SECTION 2.01 Designation....................................................3
SECTION 2.02 Collateral Agent as Holder.....................................4
ARTICLE III
CONDITIONS TO ISSUANCE OF CERTIFICATE
SECTION 3.01 Conditions to Issuance.........................................4
ARTICLE IV
PAYMENTS; MATURITY
SECTION 4.01 Payment of Interest............................................6
SECTION 4.02 Payment of Principal...........................................6
SECTION 4.03 Maturity; Extension of Maturity................................6
ARTICLE V
CERTAIN MATTERS RELATING
SECTION 5.01 Class A-RI Initial Invested Amount; Ratable
Principal Amount...............................................7
SECTION 5.02 Stated Amount of Series 2000-1 A-RI Certificate................7
SECTION 5.03 Increase of the Ratable Principal Amount.......................7
SECTION 5.04 Decrease of the Ratable Principal Amount.......................8
SECTION 5.05 Restrictions on Issuance of Certain Additional Series of
Investor Certificates..........................................9
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ARTICLE VI
MISCELLANEOUS
SECTION 6.01 Governing Law..................................................9
SECTION 6.02 Execution in Counterparts......................................9
SECTION 6.03 Effect of Unenforceable Provisions............................10
SECTION 6.04 Reporting Requirements........................................10
SECTION 6.05 Accuracy of Information Memorandum............................10
SECTION 6.06 Liens on Transferred Assets...................................10
SECTION 6.07 Third-Party Beneficiaries.....................................11
Series 2000-1 A-RI Supplemental
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THIS SERIES 2000-1 A-RI SUPPLEMENTAL ISSUANCE AGREEMENT, dated as of
August 16, 2000 (this "Agreement"), is made by and among XXXXXXX RECEIVABLES
CORPORATION, a Delaware corporation, as Transferor ("GRC"), XXXXXXX CONTAINER
CORPORATION, a Delaware corporation (in its individual capacity, "Xxxxxxx"), as
initial Servicer (in such capacity, together with any successor in such
capacity, the "Servicer"), and MANUFACTURERS AND TRADERS TRUST COMPANY, a New
York banking corporation, as Trustee (in such capacity, together with any
successor in such capacity, the "Trustee").
BACKGROUND:
1. Pursuant to the Pooling and Servicing Agreement, dated as of
September 24, 1993 (as heretofore amended and as further amended, supplemented
or otherwise modified from time to time and as supplemented hereby, the "Pooling
and Servicing Agreement"), among GRC, the Servicer and the Trustee, GRC may from
time to time direct the Trustee to cause the Trust to issue one or more series
of Class A-RI Certificates representing certain beneficial interests in the
Trust.
2. Pursuant to this Agreement, GRC and the Trustee shall hereby create
a Series 2000-1 of Class A-RI Certificates and specify certain terms thereof
herein.
ARTICLE I
DEFINITIONS
SECTION 1.01 Definitions. (a) Capitalized terms that are used herein
but are not defined have the meanings that Appendix A to the Pooling and
Servicing Agreement ascribes to such terms. Terms set forth in clause (b) below
that also appear in such Appendix A shall, for purposes of Series 2000-1, have
the meanings set forth below.
(b) Whenever used in this Agreement, the following words and phrases
shall have the following meanings:
"Certificate Issuance Date" means August 16, 2000.
"Closing Date" has the meaning ascribed thereto in the Revolving Credit
Agreement.
"Collateral Agent" has the meaning ascribed thereto in the Revolving
Credit Agreement.
"Commitment Termination Date" has the meaning ascribed thereto in the
Revolving Credit Agreement.
"Facility Agent" has the meaning ascribed thereto in the Revolving
Credit Agreement.
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Issuance Agreement
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"First Scheduled Principal Payment Date" has the meaning set forth in
Section 4.02.
Information Memorandum has the meaning ascribed thereto in the
Revolving Credit Agreement.
"Lender" has the meaning ascribed thereto in the Revolving Credit
Agreement.
"Payment Date" means each date specified in the Revolving Credit
Agreement on which interest on the Revolving Loans or any fees, costs, expenses,
indemnities or other amounts (excluding repayments of principal) payable under
the Revolving Credit Agreement are required to be paid.
"Pay-Out Period Commencement Date" means, with respect to the Series
2000-1 ARI Certificate, the earliest to occur, prior to the Liquidation
Commencement Date, of
(a) the Scheduled Pay-Out Commencement Date;
(b) if no Liquidation Event or an Unmatured Liquidation Event has
occurred and continued, the Settlement Date specified in a written notice given
by GRC to the Trustee and by the Trustee to the Collateral Agent, as the holder
of the Series 2000-1 ARI Certificate, pursuant to Section 4.03(i) of the Pooling
and Servicing Agreement as the date on which a full or partial prepayment will
commence with respect to the Series 2000-1 ARI Certificate; and
(c) if a Liquidation Event has occurred, the 10th Business Day after
the date on which the Collateral Agent, at the direction of the Required
Lenders, votes in favor of causing the commencement of the Liquidation Period as
a result of such Liquidation Event, unless such Liquidation Event has been
waived in writing by the Collateral Agent, at the direction of the Required
Lenders, pursuant to this Agreement and the Pooling and Servicing Agreement.
"Required Lenders" has the meaning ascribed thereto in the Revolving
Credit Agreement.
"Revolving Commitment" has the meaning ascribed thereto in the
Revolving Credit Agreement.
"Revolving Credit Agreement" means that certain Revolving Credit
Agreement, dated as of September 24, 1993, as amended and restated as of August
16, 2000, among GRC, various financial institutions parties thereto, as the
lenders, Bankers Trust Company, as the Facility Agent, and LaSalle Bank National
Association, as the Collateral Agent, as the same may be further amended,
supplemented, amended and restated or otherwise modified from time to time.
"Revolving Loans" means loans made pursuant to the Revolving Credit
Agreement.
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"Revolving Notes" has the meaning ascribed thereto in the Revolving
Credit Agreement.
"Revolving Percentage" has the meaning ascribed thereto in the
Revolving Credit Agreement.
"Scheduled Pay-Out Commencement Date" means May 1,2005, as such date
may be extended from time to time pursuant to the terms hereof.
"Security Agreement" has the meaning ascribed thereto in the Revolving
Credit Agreement.
"Series 2000-1 ARI Certificate" means the Series 2000-1 ARI Certificate
substantially in the form of Exhibit A hereto.
Summary of Terms has the meaning ascribed thereto in the Revolving
Credit Agreement.
"Supplemental Interest Payments" has the meaning set forth in Section
4.01.
(c) As long as the Series 2000-1 ARI Certificate is issued and
outstanding, the term "Amendment Approval Documents," when used in the Revolving
Credit Agreement, the Security Agreement or any of the Revolving Notes or in any
Transaction Document shall include the Revolving Credit Agreement and the
Security Agreement.
(d) As long as the Series 2000-1 ARI Certificate is issued and
outstanding, the term "Transaction Documents," when used in the Revolving Credit
Agreement, the Security Agreement or any of the Revolving Notes or in any
Transaction Document shall (i) include the Revolving Credit Agreement, the
Security Agreement, the Revolving Notes and all agreements, instruments and
documents executed and delivered or to be executed and delivered in connection
therewith and (ii) exclude the Series 1993-1 A-RI Supplemental Issuance
Agreement and/or the Series 1993-1 A-RI Certificate or any agreement, instrument
or document entered into solely in connection with the Series 1993-1A-RI
Supplemental Issuance Agreement or the Series 1993-1 A-RI Certificate.
SECTION 1.02. Incorporation of Terms and Conditions of Pooling and
Servicing Agreement. This Agreement hereby incorporates by reference the terms
and provisions of the Pooling and Servicing Agreement (including, without
limitation, the terms and conditions that are applicable to all series of Class
A-RI Certificates) as if such terms and conditions were set forth in full
herein. As supplemented by this Agreement, the Pooling and Servicing Agreement
is hereby in all respects ratified and confirmed and the Pooling and Servicing
Agreement as so supplemented by this Agreement shall be read, taken and
construed as one and the same agreement. In the event of any conflict between
the terms of this Agreement and the terms of the Pooling and Servicing Agreement
or Appendix A thereto, the terms of this Agreement shall control.
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ARTICLE II
DESIGNATION; HOLDER OF
SERIES 2000-1 A-RI CERTIFICATE
SECTION 2.01 Designation. There is hereby created a series of Class
A-RI Certificates to be issued pursuant to the Pooling and Servicing Agreement
and this Agreement and to be known as the "Series 2000-1 A-RI Certificate."
Subject to the terms and conditions set forth in Article III, the Trustee shall
authenticate and deliver the Series 2000-1 A-RI Certificate to GRC in the manner
and at the times specified in Article VI of the Pooling and Servicing Agreement.
SECTION 2.02 Collateral Agent as Holder. Upon the delivery of the
Series 2000-1 A-RI Certificate by the Trustee to GRC, GRC shall deliver the
Series 2000-1 A-RI Certificate to the Collateral Agent. The parties hereto
hereby acknowledge and agree that the Collateral Agent, as agent for the
Lenders, will hold the Series 2000-1 A-RI Certificate as collateral for the
obligations of GRC under or in connection with the Revolving Credit Agreement,
the Revolving Notes and the Security Agreement. The Lenders shall, subject to
the terms and conditions set forth in the Revolving Credit Agreement, provide
their respective Revolving Percentages of Revolving Loans to the Facility Agent
for delivery to GRC. The Collateral Agent, as the holder of the Series 2000-1
A-RI Certificate, shall be deemed to have provided such funds to GRC in respect
of the Series 2000-1 A-RI Certificate pursuant to the terms and subject to the
conditions set forth in this Agreement and the Pooling and Servicing Agreement
upon GRC's receipt of the funds from the Facility Agent (on behalf of the
Lenders). Notwithstanding the fact that GRC is the owner of the Series 2000-1
A-RI Certificate, the Collateral Agent shall exercise, at the direction of the
Lenders given pursuant to the Revolving Credit Agreement, all rights with
respect to the Series 2000-1 A-RI Certificate (including, without limitation,
(i) the right to receive all distributions made on the Series 2000-1 A-RI
Certificate pursuant to the Pooling and Servicing Agreement and (ii) the right
to vote on all matters on which the Holder of the Series 2000-1 A-RI Certificate
is entitled to vote pursuant to the Pooling and Servicing Agreement) as if the
Collateral Agent were the legal and beneficial owner of the Series 2000-1 A-RI
Certificate. When exercising any such rights, the Collateral Agent shall be
deemed to be an Investor Certificateholder for purposes of the Transaction
Documents, it being understood that the Collateral Agent shall hold the Series
2000-1 A-RI Certificate for the benefit of each of the Lenders, the Facility
Agent and itself as collateral security pursuant to the terms (and subject to
the conditions) of the Revolving Credit Agreement and the Security Agreement.
ARTICLE III
CONDITIONS TO ISSUANCE OF CERTIFICATE
SECTION 3.01 Conditions to Issuance. The Trustee will not authenticate
the Series 2000-1 A-RI Certificate to be issued hereunder unless each of the
following conditions has been satisfied:
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(a) The Trustee, as assignee of GRC pursuant to Section 2.01 of
the Pooling and Servicing Agreement, shall have received the documentation
described in Section 4.1 of the Purchase Agreement and all of such documentation
shall comply with the requirements of such Section 4.1;
(b) The Trustee shall have received written notification from S&P
that ultimate payment of principal and timely payment of interest on the Series
2000-1 ARI Certificate to the Collateral Agent for the benefit of the Lenders
shall be rated AAA by S&P;
(c) The Trustee or its agent shall have received, and shall be
holding in trust pursuant to the Pooling and Servicing Agreement, the Trust
Assets and all documents, instruments and other assets required by the Pooling
and Servicing Agreement to be delivered to the Trustee with respect thereto as
of the Closing Date;
(d) GRC shall have (i) caused all UCC financing statements
necessary to perfect the interest of the Trustee in the Trust Assets (other than
goods located outside the state of Illinois) to be duly filed in the manner
required by the laws of each appropriate jurisdiction and performed all other
actions required by Sections 2.01, 3.03 and 3.10 of the Pooling and Servicing
Agreement to perfect the interest of the Trustee (for the benefit of the
Certificateholders) in the Trust Assets and (ii) paid, or caused to be paid, all
transfer taxes, documentary stamp taxes and filing fees incurred in connection
therewith;
(e) The Trustee shall have received certified copies of the
certificate of incorporation and by-laws of GRC, and of all documents evidencing
corporate action taken by the Seller and GRC approving the execution and
delivery of the Transaction Documents to which they are parties and the
consummation of the transactions contemplated thereby;
(f) The Trustee shall have received (directly or as assignee of
GRC) signature and incumbency certificates executed by the Authorized Officers
of the Seller and GRC certifying the identities and signatures of those officers
who executed the Transaction Documents to which they are parties;
(g) The Trustee shall have received evidence that GRC shall have
paid or shall have made arrangements for payment of all taxes, fees and
governmental charges, if any, due in connection with the execution and delivery
of this Agreement and the Pooling and Servicing Agreement, the issuance of the
Certificates and the assignment and pledge of the Trust Assets to the Trustee
under the Pooling and Servicing Agreement; and
(h) The Trustee shall have received evidence that the principal
of, interest on and all other amounts payable under the Series 1993-1 A-RI
Certificates have been paid in full and the Series 1993-1 ARI Certificates have
been canceled (or will be canceled contemporaneously with the issuance of the
Series 2000-1 A-R1 Certificate) pursuant to the terms of the Pooling and
Servicing Agreement.
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ARTICLE IV
PAYMENTS; MATURITY
SECTION 4.01 Payment of Interest. From (and including) the Certificate
Issuance Date, interest will be paid on the outstanding principal of the Series
2000-1 A-RI Certificate in an amount equal to the amount of interest that is
required to be paid from time to time on the Revolving Loans pursuant to the
Revolving Credit Agreement. In addition, whenever fees, costs, expenses,
indemnities or any other amounts (excluding repayments of principal) are
required to be paid under the Revolving Credit Agreement (all of the foregoing
being herein collectively called the "Supplemental Interest Payments"),
additional interest will be paid on the Series 2000-1 A-RI Certificate in an
amount equal to the aggregate amount of Supplemental Interest Payments that are
then required to be paid pursuant to the Revolving Credit Agreement. The rate of
interest on the Series 2000-1 A-RI Certificate shall be a per annum variable
rate which, when multiplied by the then Ratable Principal Amount of the Series
2000-1 A-RI Certificate, will result in an amount to be paid as interest that is
equal to the sum of (x) the amount of interest, plus (y) the aggregate amount of
Supplemental Interest Payments that, in the case of each of the foregoing, are
then required to be paid under the Revolving Credit Agreement. Except as
expressly provided otherwise in this Agreement, interest on the Series 2000-1
A-RI Certificate (including the Supplement Interest Payments, if applicable)
shall accrue on a daily basis for each period from (and including) the preceding
Payment Date to (but excluding) the then-current Payment Date and shall be
payable on each Payment Date in arrears in the order of priority set forth in
Article V of the Pooling and Servicing Agreement, and shall be paid to the
Collateral Agent without set-off or counterclaim.
SECTION 4.02 Payment of Principal. Except as provided otherwise in this
Agreement, principal payments on the Series 2000-1 A-RI Certificate will
commence on the Settlement Date (the "First Scheduled Principal Payment Date")
that occurs in the month following the Scheduled Pay-Out Commencement Date, and
will be made on each subsequent Settlement Date until the principal amount of
the Series 2000-1 A-RI Certificate has been paid in full; provided, however,
that principal payments with respect to the Series 2000-1 A-RI Certificate may
commence prior to the First Scheduled Principal Payment Date if (a) the
Liquidation Commencement Date has occurred on an earlier date, or (b) a Pay-Out
Period with respect to the Series 2000-1 A-RI Certificate has occurred prior to
the First Scheduled Principal Payment Date as a result of the occurrence of one
of the events described in clause (b) or (c) of the definition of "Pay-Out
Period Commencement Date." Principal payment on the Series 2000-1 A-RI
Certificate shall be made in the order of priority set forth in Article V of the
Pooling and Servicing Agreement, and shall be paid to the Collateral Agent
without set-off or counterclaim.
SECTION 4.03 Maturity; Extension of Maturity. The stated maturity date
of the Series 2000-1 A-RI Certificate is the one year anniversary of the
Commitment Termination Date. The stated maturity of the Series 2000-1 A-RI
Certificate will be extended if the Scheduled Pay-Out Commencement Date is
extended as provided in this Section 4.03 . During the third month prior
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to each anniversary of the Closing Date (commencing on the third anniversary)
prior to the occurrence of the earlier of (x) the Scheduled Pay-Out Commencement
Date or (y) the Liquidation Commencement Date, GRC may notify the Collateral
Agent that GRC wishes to extend the Scheduled Pay-Out Commencement Date by one
additional year. If the Scheduled Commitment Termination Date is extended
pursuant to Section 3.03 of the Revolving Credit Agreement, then the Collateral
Agent will agree to extend the Scheduled Pay-Out Commencement Date for one
additional year, and the stated maturity of the Series 2000-1 A-RI Certificate
shall also be extended for an additional year.
ARTICLE V
CERTAIN MATTERS RELATING
TO SERIES 2000-1 A-RI CERTIFICATE
SECTION 5.01 Class A-RI Initial Invested Amount; Ratable Principal
Amount. The initial Invested Amount of the Series 2000-1 A-RI Certificate is
$75,000,000. The Ratable Principal Amount of the Series 2000-1 A-RI Certificates
is, at any time, the then outstanding principal amount thereof.
SECTION 5.02 Stated Amount of Series 2000-1 ARI Certificate. (a) The
Stated Amount of the Series 2000-1 A-RI Certificate is $125,000,000 (the "Series
2000-1 A-RI Stated Amount"). The Ratable Principal Amount of the Series 2000-1
A-RI Certificate shall at no time exceed the Series 2000-1 A-RI Stated Amount.
(b) If, at any time, the Revolving Commitment under the Revolving
Credit Agreement shall be increased, the Series 2000-1 A-RI Stated Amount shall
automatically be increased by a corresponding amount until it equals the amount
of the Revolving Commitment. If, at any time, the Revolving Commitment under the
Revolving Credit Agreement shall be decreased, the Series 2000-1 A-RI Stated
Amount shall automatically be decreased by a corresponding amount until it
equals the amount of the Revolving Commitment, as so reduced.
SECTION 5.03 Increase of the Ratable Principal Amount. (a) If on any
day GRC allocates a positive Variable Amount or all or part of the Class A-RF
Amount to the Series 2000-1 A-RI Certificate pursuant to Section 4.03(c) of the
Pooling and Servicing Agreement, then: (i) the Ratable Principal Amount of the
Series 2000-1 A-RI Certificates will be deemed to have been increased by such
Variable Amount and/or all or part of the Class A-RF Amount, and (ii) GRC
whereupon shall have the right to request the Lenders, in accordance with the
procedures set forth in (and subject to the limitations of) the Revolving Credit
Agreement, to make Revolving Loans to GRC in an amount not to exceed such
Variable Amount and/or all or part of the Class A-RF Amount; provided, however,
that GRC shall not be entitled to request the Lenders, and the Lenders shall not
be obligated, to make or increase the Revolving Loans during any grace period
that has been extended by operation of the first proviso to Section 9.01(a) of
the Pooling and Servicing Agreement. GRC may make such a request at any time
prior to the earlier of (i) the Liquidation
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Commencement Date and (ii) the Pay-Out Period Commencement Date. Any Revolving
Loans, if and when made under the Revolving Credit Agreement, shall be deemed to
be funds provided by the Collateral Agent, as the holder of the Series 2000-1
A-RI Certificate, to GRC for funding of the Ratable Principal Amount of the
Series 2000-1 A-RI under this Agreement.
Without limiting anything provided in the immediately preceding
sentence, each party hereby acknowledges that any increase of the Ratable
Principal Amount shall not exceed the sum, if positive, of (a) the Variable
Amount on the day on which such increase takes effect (as described hereinafter)
and (b) the amount of the Class A-RF Certificate as of the opening of business
on such day.
(b) If the conditions set forth in the Revolving Credit Agreement
to making the Revolving Loans requested by GRC shall have been satisfied, the
Lenders shall, in accordance with the Revolving Credit Agreement, provide their
respective Revolving Percentages of such requested Revolving Loans to the
Facility Agent for delivery to GRC. The Collateral Agent, as the holder of the
Series 2000-1 A-RI Certificate, shall be deemed to have provided such funds to
GRC in order to fund, or to effect an increase in, the Ratable Principal Amount
of the Series 2000-1 A-RI Certificate pursuant to the terms and subject to the
conditions set forth in this Agreement and the Pooling and Servicing Agreement
upon GRC's receipt of such funds from the Facility Agent (on behalf of the
Lenders). The outstanding Ratable Principal Amount of the Series 2000-1 A-RI
Certificate shall be increased, on the Business Day on which GRC receives
immediately available funds from the Facility Agent on behalf of the Lenders, by
the amount of funds that GRC receives on such day from the Facility Agent.
SECTION 5.04 Decrease of the Ratable Principal Amount. (a) If on any
day GRC allocates a negative Variable Amount to the Series 2000-1 A-RI
Certificate pursuant to Section 4.03(c) of the Pooling and Servicing Agreement,
the Ratable Principal Amount of the Series 2000-1 A-RI Certificate shall be
automatically decreased by the absolute value of such negative amount. If, as a
result of such decrease, the amount funded under the Series 2000-1 A-RI
Certificate shall exceed the Ratable Principal Amount (as so decreased) of the
Series 2000-1 A-RI Certificate, GRC shall immediately pay or cause to be paid to
the Collateral Agent, as the holder of the Series 2000-1 A-RI Certificate, an
amount equal to such excess pursuant to the Third or Fifth (as applicable)
priorities set forth in Section 4.03(f) of the Pooling and Servicing Agreement.
(b) At any time when GRC is required to reduce the Ratable Principal
Amount of the Series 2000-1 A-RI Certificate pursuant to Section 2.03(b) of the
Revolving Credit Agreement and to make a corresponding payment to the Facility
Agent (to reimburse the Facility Agent for a mistaken funding), GRC shall effect
a reduction in the Ratable Principal Amount of the Series 2000-1 A-RI
Certificate pursuant to Section 4.03(c) of the Pooling and Servicing Agreement
by causing funds to be paid to the Collateral Agent, as the holder of the Series
2000-1 A-RI Certificate (as provided in Section 2.02), pursuant to clause Third
or Seventh (as applicable) of Section 4.03(f) of the Pooling and Servicing
Agreement in an amount equal to the amount of the reduction calculated
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pursuant to Section 2.03(b) of the Revolving Credit Agreement. If there is a
shortfall in the amount of Collections available for such purpose and GRC used
the proceeds of such funding to pay to Xxxxxxx the Purchase Price for new
Receivables or amounts owed on the GRC Note, Xxxxxxx shall immediately pay to
GRC an amount equal to such shortfall.
(c) At any time when the Series 2000-1 A-RI Stated Amount is
reduced pursuant to Section 5.02(b), GRC shall, contemporaneously therewith,
effect a reduction in the Ratable Principal Amount of the Series 2000-1 A-RI
Certificate pursuant to Section 4.03(c) of the Pooling and Servicing Agreement,
to the extent that such Ratable Principal Amount then exceeds the Series 2000-1
A-RI Stated Amount as so reduced, by causing funds to be paid to the Collateral
Agent, as the holder of the Series 2000-1 A-RI Certificate (as provided in
Section 2.02), pursuant to clause Third or Seventh (as applicable) of Section
4.03(f) of the Pooling and Servicing Agreement until the Ratable Principal
Amount of the Series 2000-1 A-RI Certificate equals the Series 2000-1 A-RI
Stated Amount as so reduced.
(d) Notwithstanding anything to the contrary in the Pooling and
Servicing Agreement, any reduction that GRC effects in the Ratable Principal
Amount of the Series 2000-1 A-RI Certificate by means of an allocation that GRC
directs the Servicer to make pursuant to Section 4.03(c) of the Pooling and
Servicing Agreement, other than any such reduction that is described above in
Section 5.04(b), shall be in a minimum amount of $1,000,000 and in increments of
$100,000 in excess thereof.
(e) The amount of interest to be paid to the Collateral Agent, as
the holder of the Series 2000-1 A-RI Certificate (pursuant to Section 2.02),
upon any reduction of all or part of the outstanding Ratable Principal Amount of
the Series 2000-1 A-RI Certificate shall include interest accrued on the amount
of such reduction to the date on which such reduction is to be made.
SECTION 5.05 Restrictions on Issuance of Certain Additional Series of
Investor Certificates. GRC and the Trustee hereby agree that, at any time when
the Series 2000-1 A-RI Certificate is issued and outstanding, it will be the
only issued and outstanding Class A-RI Certificate.
ARTICLE VI
MISCELLANEOUS
SECTION 6.01 Govering Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK,
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES.
SECTION 6.02 Execution in Counterparts. This Agreement may be executed
in any number of counterparts and by the different parties hereto in separate
counterparts, each of which
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when so executed shall be deemed to be an original, and all of which taken
together shall constitute one and the same agreement.
SECTION 6.03 Effect of Unenforceable Provisions. If any provision
hereof shall be invalid, illegal or unenforceable in any jurisdiction, the
remaining provisions shall continue to be valid and enforceable and such
provision shall continue to be valid and enforceable in any other jurisdiction.
SECTION 6.04 Reporting Requirements. Notwithstanding any provision in
the Pooling and Servicing Agreement to the contrary, the Trustee shall provide
to the Collateral Agent, as the holder of the Series 2000-1 A-RI Certificate,
copies of all reports, certificates, notices and other documents that the
Trustee receives from the Servicer, GRC or any GCC Person pursuant to the
Pooling and Servicing Agreement and the other Transaction Documents except (a)
documents relating to the designation or termination of any Bank Accounts or
Account Banks pursuant to Section 3.03(c) of the Pooling and Servicing
Agreement, (b) file-stamped copies and receipts delivered to the Trustee
pursuant to Section 3.10(a) of the Pooling and Servicing Agreement, (c) notices
provided to the Trustee pursuant to Section 4.04 of the Pooling and Servicing
Agreement, (d) requests from the Servicer that are delivered to the Trustee
pursuant to Section 6.07 of the Pooling and Servicing Agreement and (e)
documents relating to the names and addresses of Account Banks or the account
numbers of Bank Accounts that are delivered to the Trustee pursuant to
Section 7.01(k) of the Pooling and Servicing Agreement. The Trustee shall
deliver each such report, certificate, notice or document (as applicable) that
is required to be delivered pursuant to the preceding sentence to the Collateral
Agent, as the holder of the Series 2000-1 A-RI Certificate, promptly after the
Trustee receives such report, certificate, notice or document (as applicable)
and without any request being made therefor by the Collateral Agent, in its
capacity as such holder. In addition, the Trustee shall deliver to the
Collateral Agent, as the holder of the Series 2000-1 A-RI Certificate, or S&P
any or all of the items described above in clauses (a) through (e) promptly
after the Collateral Agent or S&P (as applicable) requests any or all such items
(as the case may be) in writing. The Trustee shall also give the Collateral
Agent and S&P prompt notice of the appointment of a Successor Servicer pursuant
to Section 3.01(d) of the Pooling and Servicing Agreement.
SECTION 6.05 Accuracy of Information Memorandum. GRC and Xxxxxxx
hereby represent and warrant that, as of August 16, 2000 (or if any information
contained therein relates to an earlier date, as of such earlier date), the
Confidential Information Memorandum (excluding Section V thereof and Exhibit IV
thereto) dated July, 2000, as supplemented by the Summary of Terms which relates
to the transactions contemplated by the Revolving Credit Agreement and which has
been provided to the Lenders, does not contain any untrue statement of a
material fact or omit to state material facts necessary to make the statements
therein not misleading, in each case in light of the circumstances under which
such statements were made.
SECTION 6.06 Liens on Transferred Assets. Xxxxxxx agrees that it shall
not xxxxx x xxxx to any Person on any of its assets the proceeds of which give
rise to, or constitute, Transferred
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Assets unless either of the following conditions is satisfied: (i) the holder of
such lien shall have released or waived any claim it may have on the Transferred
Assets or (ii) all of the Lenders shall have consented to such lien in writing.
SECTION 6.07 Third-Party Beneficiaries. Each of the parties hereto
acknowledges and agrees that each of the Lenders is a third party beneficiary of
the representation and warranty made by GRC and Xxxxxxx in Section 6.05 and of
the covenant of Xxxxxxx in Section 6.06. This Agreement will inure to the
benefit of and be binding upon the parties hereto and their respective
successors and permitted assigns. Except as expressly provided otherwise in the
first sentence of this Section 6.07, nothing contained in this Agreement shall
confer any rights upon any Person which is not a party to, or a permitted
assignee of a party to, this Agreement or the Revolving Credit Agreement.
[SIGNATURE PAGES FOLLOW]
Series 2000-1 A-RI Supplemental
11 Issuance Agreement
15
IN WITNESS WHEREOF, GRC, the Servicer and the Trustee have caused
this Agreement to be duly executed by their respective officers thereunto duly
authorized as of the day and year first above written.
XXXXXXX RECEIVABLES CORPORATION,
as Transferor
By:
------------------------------------------
Name:
Title:
Address: 0000 Xxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxxxxx X. Xxxxxx
Treasurer
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
A copy of each notice shall be sent to:
Xxxxxxx Receivables Corporation
000 Xxxx Xxxx Xxxx
Xxxxx 000
Xxxxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxxxxx X. Xxxxxx
Treasurer and Assistant
Secretary
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Xxxxxxxx & Xxxxx
000 Xxxx Xxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxxx X. X'Xxxxxx
Series 2000-1 A-RI Supplemental
S-1 Issuance Agreement
16
XXXXXXX CONTAINER CORPORATION,
individually and as Servicer
By:
------------------------------------------
Name:
Title:
Address: 000 Xxxx Xxxx Xxxx
Xxxxx 000
Xxxxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxxx X. Park
Vice President, Finance
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Series 2000-1 A-RI Supplemental
S-2 Issuance Agreement
17
MANUFACTURERS AND TRADERS TRUST
COMPANY, as Trustee
By:
-----------------------------------------
Name:
Title:
Address: Xxx X&X Xxxxx
Xxxxxxx, Xxx Xxxx 00000
Attention: Corporate Trust Department
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Series 2000-1 A-RI Supplemental
S-3 Issuance Agreement
