Exhibit 1.1
CNH EQUIPMENT TRUST 2002-B
1.40625% CLASS A-1 ASSET BACKED NOTES
1.86000% CLASS A-2 ASSET BACKED NOTES
FLOATING RATE CLASS A-3 ASSET BACKED NOTES
FLOATING RATE CLASS A-4 ASSET BACKED NOTES
4.12000% CLASS B ASSET BACKED NOTES
CNH CAPITAL RECEIVABLES INC.
UNDERWRITING AGREEMENT
----------------------
November 8, 2002
Xxxxxxx Xxxxx Xxxxxx Inc.
000 Xxxxxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, XX 00000
XX Xxxxx Securities Corporation
0000 Xxxxxx xx xxx Xxxxxxxx, 0xx Xxxxx
Xxx Xxxx, XX 00000
as Representatives of the Several Underwriters
Ladies and Gentlemen:
1. Introductory. CNH Capital Receivables Inc., a Delaware corporation (the
"Seller"), proposes to cause CNH Equipment Trust 2002-B (the "Trust") to issue
and sell $270,000,000 principal amount of 1.40625% Class A-1 Asset Backed
Notes (the "A-1 Notes"), $270,000,000 principal amount of 1.86000% Class A-2
Asset Backed Notes (the "A-2 Notes"), $305,000,000 principal amount of
Floating Rate Class A-3 Asset Backed Notes (the "A-3 Notes"), $186,250,000
principal amount of Floating Rate Class A-4 Asset Backed Notes (the "A-4
Notes") and $35,750,000 principal amount of 4.12000% Class B Asset Backed
Notes (the "B Notes" and, together with the A-1 Notes, the A-2 Notes, the A-3
Notes and the A-4 Notes, the "Notes"), to the several underwriters named in
Schedule I hereto (collectively, the "Underwriters"), for whom you are acting
as representatives (the "Representatives").
The assets of the Trust include, among other things, a pool of retail
installment sale contracts (the "Receivables") secured by new or used
agricultural or construction equipment and the related security interests in
the equipment financed thereby. The Receivables were sold to the Trust by the
Seller. The Receivables are serviced for the Trust by Case Credit Corporation,
a Delaware corporation ("Case Credit"). Case Credit has appointed New Holland
Credit Company, LLC, a Delaware limited liability company ("New Holland"), to
act as subservicer of Receivables that were originated by New Holland (the "NH
Receivables"). The Notes will be issued pursuant to the Indenture to be dated
as of November 1, 2002 (as amended and supplemented from time to time, the
"Indenture"), between the Trust and JPMorgan Chase Bank (the "Indenture
Trustee").
Simultaneously with the issuance and sale of the Notes as contemplated in this
Agreement, the Trust will issue 4.12000% Asset Backed Certificates (the
"Certificates") in an amount of $33,000,000 to the Seller. The Notes and the
Certificates are sometimes referred to herein as the "Securities."
Capitalized terms used and not otherwise defined herein shall have the meanings
ascribed to them in the Sale and Servicing Agreement to be dated as of November
1, 2002 (as amended and supplemented from time to time, the "Sale and Servicing
Agreement"), among the Trust, the Seller and Case Credit, as servicer, or, if
not defined therein, in the Indenture or the Trust Agreement dated as of
November 1, 2002 (as amended and supplemented from time to time, the "Trust
Agreement"), between the Seller and The Bank of New York, as trustee (the
"Trustee").
2. Representations and Warranties. The Seller, and with respect to items (c),
(d), (f), (g), (h), (i), (j), (k), (l), (m), (o), (p), (q), (r) and (s) as
they relate to Case Credit and/or New Holland, Case Credit, represents and
warrants to, and agrees with, each Underwriter as of the date hereof and as of
the Closing Date that:
(a) The Seller meets the requirements for use of Form S-3 under the
Securities Act of 1933, as amended (the "Act"), and has filed with the
Securities and Exchange Commission (the "Commission") a registration statement
(Registration No. 333-98887) on such Form, including a preliminary basic
prospectus and a preliminary prospectus supplement for registration under the
Act of the offering and sale of the Securities. The Seller may have filed one
or more amendments thereto as may have been required to the date hereof, each
of which amendments has been previously furnished to you. The Seller will next
file with the Commission one of the following: (i) prior to the effectiveness
of such registration statement, an amendment thereto (including the form of
final basic prospectus and the form of final prospectus supplement relating to
the Securities), (ii) after effectiveness of such registration statement, a
final basic prospectus and a final prospectus supplement relating to the
Securities in accordance with Rules 430A and 424(b)(1) or (4) under the Act,
or (iii) after the effectiveness of such registration statement, a final basic
prospectus and a final prospectus supplement relating to the Securities in
accordance with Rules 415 and 424(b)(2) or (5). In the case of clauses (ii)
and (iii), the Seller has included in such registration statements, as amended
at the Effective Date, all information (other than Rule 430A Information)
required by the Act and the Rules thereunder to be included in the Prospectus
with respect to the Securities and the offering thereof. As filed, such
amendment and form of final prospectus supplement, or such final prospectus
supplement, shall include all Rule 430A Information, together with all other
such required information with respect to the Securities and the offering
thereof and, except to the extent that the Underwriters shall agree in writing
to a modification, shall be in all substantive respects in the form furnished
to you prior to the Execution Time or, to the extent not completed at the
Execution Time, shall contain only such specific additional information and
other changes (beyond that contained in the latest preliminary basic
prospectus and preliminary prospectus supplement that have previously been
furnished to you) as the Seller has advised you, prior to the Execution Time,
will be included or made therein. If the Registration Statement contains the
undertaking specified by Regulation S-K Item 512(a), the Registration
Statement, at the Execution Time, meets the requirements set forth in Rule
415(a)(1)(x).
For purposes of this Agreement, "Effective Time" means, with respect to
the registration statement, the date and time as of which such registration
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statement, or the most recent post-effective amendment thereto, if any, was
declared effective by the Commission, and "Effective Date" means the date of
the Effective Time. "Execution Time" shall mean the date and time that this
Agreement is executed and delivered by the parties hereto. Such registration
statement, as amended at the Effective Time, including all information deemed
to be a part of such registration statement as of the Effective Time pursuant
to Rule 430A(b) under the Act, and including the exhibits thereto and any
material incorporated by reference therein, are hereinafter referred to as the
"Registration Statement." "Basic Prospectus" shall mean the prospectus
referred to above contained in the Registration Statement at the Effective
Date including any Preliminary Prospectus Supplement, as most recently revised
or amended and filed with the Commission pursuant to Rule 424(b) or Rule 429.
"Preliminary Prospectus Supplement" shall mean any preliminary prospectus
supplement to the Basic Prospectus which describes the Securities and the
offering thereof and is used prior to filing of the Prospectus. "Prospectus"
shall mean the prospectus supplement relating to the Securities that is first
filed pursuant to Rule 424(b) after the Execution Time, together with the
Basic Prospectus or, if no filing pursuant to Rule 424(b) is required, shall
mean the prospectus supplement relating to the Securities, including the Basic
Prospectus, included in the Registration Statement at the Effective Date.
"Rule 430A Information" means information with respect to the Securities and
the offering of the Securities permitted to be omitted from the Registration
Statement when it becomes effective pursuant to Rule 430A. "Rule 415", "Rule
424", "Rule 430A" and "Regulation S-K" refer to such rules or regulations
under the Act. Any reference herein to the Registration Statement, the Basic
Prospectus, a Preliminary Prospectus Supplement or the Prospectus shall be
deemed to refer to and include the documents incorporated by reference therein
pursuant to Item 12 of Form S-3 which were filed under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), on or before the Effective Date
of the Registration Statement or the issue date of the Basic Prospectus, such
Preliminary Prospectus Supplement or the Prospectus, as the case may be; and
any reference herein to the terms "amend", "amendment" or "supplement" with
respect to the Registration Statement, the Basic Prospectus, any Preliminary
Prospectus Supplement or the Prospectus shall be deemed to refer to and
include the filing of any document under the Exchange Act after the Effective
Date of the Registration Statement, or the issue date of the Basic Prospectus,
any Preliminary Prospectus Supplement or the Prospectus, as the case may be,
deemed to be incorporated therein by reference.
(b) On the Effective Date and on the date of this Agreement, the
Registration Statement did or will, and, when the Prospectus is first filed
(if required) in accordance with Rule 424(b) and on the Closing Date (as
defined below), the Prospectus (and any supplements thereto) will, comply in
all material respects with the applicable requirements of the Act and the
Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), and the
respective rules and regulations of the Commission thereunder (the "Rules and
Regulations"); on the Effective Date, the Registration Statement did not or
will not contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary in order to make the
statements therein not misleading; and, on the Effective Date, the Prospectus,
if not filed pursuant to Rule 424(b), did not or will not, and on the date of
any filing pursuant to Rule 424(b) and on the Closing Date, the Prospectus
(together with any supplement thereto) will not include any untrue statement
of a material fact or omit to state a material fact necessary in order to make
the statements therein, in the light of the circumstances under which they
were made, not misleading; provided, however, that the Seller makes no
representation or warranty as to the information contained in or omitted from
the Registration Statement, the Prospectus (or any supplement thereto) in
reliance upon and in conformity with information furnished in writing to the
Seller by any Underwriter through you specifically for use in connection with
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preparation of the Registration Statement, the Prospectus (or any supplement
thereto), it being agreed that the only such information consists of the
statements in the second and sixth paragraphs (concerning initial offering
prices, concessions and reallowances) and in the fourth and eighth paragraphs
(concerning overallotment, stabilizing transactions, syndicate covering
transactions and penalty bids) under the heading "Underwriting" in the
Prospectus Supplement (such information, the "Underwriter Information"). As of
the Closing Date, the Seller's representations and warranties in the Sale and
Servicing Agreement and the Trust Agreement will be true and correct in all
material respects.
(c) Each of Case Credit and the Seller has been duly incorporated and is
validly existing as a corporation in good standing under the laws of the State
of Delaware with corporate power and authority to own its properties and
conduct its business as described in the Registration Statement and to enter
into and perform its obligations under this Agreement, the Sale and Servicing
Agreement, the Administration Agreement, the Case Purchase Agreement and, in
the case of the Seller, the NH Purchase Agreement and has obtained all
necessary licenses and approvals in each jurisdiction in which failure to
qualify or to obtain such license or approval would render any Receivable
unenforceable by the Seller, the Trustee or the Indenture Trustee.
(d) New Holland is validly existing as a limited liability company in
good standing under the laws of the State of Delaware with power and authority
to own its properties and conduct its business as such properties are
currently owned and such business is currently conducted and to enter into and
perform its obligations under the NH Purchase Agreement and has obtained all
necessary licenses and approvals in each jurisdiction in which failure to
qualify or to obtain such license or approval would render any NH Receivable
unenforceable by the Seller, the Trustee or the Indenture Trustee.
(e) On the Closing Date, upon delivery thereof, the Liquidity Receivables
Purchase Agreements, the Case Purchase Agreement, the NH Purchase Agreement,
the Trust Agreement and the Sale and Servicing Agreement will have been duly
authorized, executed and delivered by the Seller, and will be legal, valid and
binding obligations of the Seller enforceable against the Seller in accordance
with their terms, subject to the effect of any applicable bankruptcy,
insolvency, reorganization, moratorium or similar law affecting creditors'
rights generally and to the effect of general principles of equity, including
concepts of materiality, reasonableness, good faith and fair dealing
(regardless of whether considered in a proceeding in equity or at law).
(f) On the Closing Date, upon delivery thereof, the Case Liquidity
Receivables Purchase Agreement, the Case Purchase Agreement, the Sale and
Servicing Agreement and the Administration Agreement will have been duly
authorized, executed and delivered by Case Credit and will be legal, valid and
binding obligations of Case Credit enforceable against Case Credit in
accordance with their terms, subject to the effect of any applicable
bankruptcy, insolvency, reorganization, moratorium or similar law affecting
creditors' rights generally and to the effect of general principles of equity,
including concepts of materiality, reasonableness, good faith and fair dealing
(regardless of whether considered in a proceeding in equity or at law).
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(g) On the Closing Date, upon delivery thereof, the NH Liquidity
Receivables Purchase Agreement and the NH Purchase Agreement will have been
duly authorized, executed and delivered by New Holland and will be legal,
valid and binding obligations of New Holland enforceable against New Holland
in accordance with their terms, subject to the effect of any applicable
bankruptcy, insolvency, reorganization, moratorium or similar law affecting
creditors' rights generally and to the effect of general principles of equity,
including concepts of materiality, reasonableness, good faith and fair dealing
(regardless of whether considered in a proceeding in equity or at law).
(h) This Agreement has been duly authorized, executed and delivered by
each of the Seller and Case Credit.
(i) The execution, delivery and performance of this Agreement, the
Liquidity Receivables Purchase Agreements, the Case Purchase Agreement, the NH
Purchase Agreement, the Trust Agreement, the Administration Agreement, the
Sale and Servicing Agreement and the other documents and certificates
delivered in connection therewith (such agreements, documents and
certificates, excluding this Agreement, being, collectively, the "Basic
Documents"), as applicable, by Case Credit and the Seller, and the
consummation of the transactions contemplated thereby, will not conflict with,
or result in a breach, violation or acceleration of, or constitute a default
under, the certificate of incorporation or by-laws of Case Credit or the
Seller or the limited liability agreement of New Holland or any material
agreement or instrument to which Case Credit, New Holland or the Seller is a
party or by which Case Credit, New Holland or the Seller is bound or to which
any of the properties of Case Credit, New Holland or the Seller is subject.
(j) The execution, delivery and performance of this Agreement and the
Basic Documents, as applicable, by Case Credit, New Holland and the Seller,
and the consummation of the transactions contemplated thereby, will not
violate any statute, rule or regulation or any order of any governmental
agency or body or any court having jurisdiction over Case Credit, New Holland
or the Seller or any of their properties.
(k) There are no actions, proceedings or investigations pending or
threatened before any court, administrative agency, or other tribunal (1)
asserting the invalidity of the Trust or any of the Basic Documents, (2)
seeking to prevent the consummation of any of the transactions contemplated by
any of the Basic Documents or the execution and delivery thereof, or (3) that
could reasonably be expected to materially and adversely affect the
performance by Case Credit, New Holland or the Seller, as applicable, of its
obligations under, or the validity or enforceability of, this Agreement or the
Basic Documents.
(l) On the Closing Date, upon delivery thereof, each of the Case
Assignment dated as of the Closing Date from Case Credit to the Seller and the
assignments of Receivables from Case Credit to the Seller pursuant to the Case
Liquidity Receivables Purchase Agreement has been duly authorized, executed
and delivered by Case Credit.
(m) On the Closing Date, upon delivery thereof, each of the NH Assignment
dated as of the Closing Date from New Holland to the Seller and the
assignments of Receivables from New Holland to the Seller pursuant to the NH
Liquidity Receivables Purchase Agreement has been duly authorized, executed
and delivered by New Holland.
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(n) When the Notes have been duly executed and delivered by the Trustee,
authenticated by the Indenture Trustee in accordance with the Indenture and
delivered and paid for pursuant to this Agreement, the Notes will be duly
issued and entitled to the benefits and security afforded by the Indenture,
subject to the effect of any applicable bankruptcy, insolvency,
reorganization, moratorium or similar law affecting creditors' rights
generally and to the effect of general principles of equity, including
concepts of materiality, reasonableness, good faith and fair dealing
(regardless of whether considered in a proceeding in equity or at law).
(o) No consent, approval, authorization or order of, or filing with, any
governmental agency or body or any court is required for the consummation of
the transactions contemplated by this Agreement or the Basic Documents, except
such as are required and have been or will be obtained and made on or prior to
the Closing Date under the Securities Act and such as may be required under
state securities laws.
(p) Since September 30, 2002 there has not been any material adverse
change in the business, results of operations, condition (financial or
otherwise), prospects, or material properties or assets of the Seller, Case
Credit, New Holland or Case Corporation.
(q) The computer tape of the Receivables created as of October 31, 2002
and made available to the Representatives by the Servicer, was complete and
accurate in all material respects as of the date thereof and includes a
description of the Receivables that are described in the Assignment.
(r) Any taxes, fees and other governmental charges that have been
assessed and are known to the Seller, Case Credit or New Holland to be due in
connection with the execution, delivery and issuance of the Basic Documents
shall have been paid by the Seller, Case Credit or New Holland at or prior to
the Closing Date (as defined in Section 3 hereof).
(s) None of the Seller, Case Credit or New Holland is in violation of its
certificate of incorporation or certificate of formation or limited liability
company agreement, as applicable, or its by-laws or in default in the
performance or observance of any obligation, agreement, covenant or condition
contained in any agreement or instrument to which it is a party or by which it
or its properties are bound which would have a material adverse effect on the
transactions contemplated herein or on the Seller's, Case Credit's or New
Holland's respective ability to perform its obligations under the Basic
Documents.
3. Purchase, Sale, and Delivery of the Notes. On the basis of the
representations, warranties and agreements herein contained, but subject to
the terms and conditions herein set forth, the Seller agrees to cause the
Trust to sell to each Underwriter, and each Underwriter agrees, severally and
not jointly, to purchase from the Trust, the respective Classes of Notes in
the respective principal amounts and at the respective purchase prices set
forth opposite the name of such Underwriter in Schedule I hereto. Delivery of
and payment for the Notes shall be made at the office of Xxxxx Xxxxx Xxxx &
Maw, 000 Xxxxx XxXxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000 (or such other place as
the Seller and the Representatives shall agree), on November 19, 2002 (the
"Closing Date"). Delivery of the Notes shall be made against payment of the
purchase price in immediately available funds drawn to the order of the
Seller. The Notes to be so delivered will be initially represented by one or
more Notes registered in the name of Cede & Co., the nominee of The Depository
Trust Company ("DTC"). The interests of beneficial owners of the Notes will be
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represented by book entries on the records of DTC and participating members
thereof. Definitive Notes will be available only under limited circumstances.
4. Offering by Underwriters. It is understood that the Underwriters propose
to offer the Notes for sale to the public (which may include selected dealers),
as set forth in the Prospectus.
5. Representations and Warranties of the Underwriters. Each Underwriter
represents and warrants to, and agrees with, the Depositor that:
(a) It has not offered or sold, and will not offer or sell, any Notes to
persons in the United Kingdom before the expiration of six months from the
Closing Date, except to persons whose ordinary activities involve them in
acquiring, holding, managing or disposing of investments (as principal or
agent) for the purposes of their businesses or otherwise in circumstances that
have not resulted and will not result in an offer to the public in the United
Kingdom for the purposes of the Public Offers of Securities Regulation 1995,
as amended.
(b) It has complied and will comply with all applicable provisions of the
Financial Services and Markets Act 2000 ("FSMA") of Great Britain with respect
to anything done by it in relation to the Notes in, from or otherwise
involving the United Kingdom.
(c) It has only communicated or caused to be communicated and it will
only communicate or cause to be communicated any invitation or inducement to
engage in investment activity (within the meaning of Section 21 of the FSMA)
received by it in connection with the issue or sale of any of the Notes in
circumstances in which Section 21(1) of the FSMA does not apply to the Trust.
6. Covenants of the Seller. The Seller covenants and agrees with each of the
Underwriters that:
(a) The Seller will use its best efforts to cause the Registration
Statement, and any amendment thereto, if not effective at the Execution Time,
to become effective. Prior to the termination of the offering of the Notes,
the Seller will not file any amendment of the Registration Statement or
supplement to the Prospectus unless the Seller has furnished you a copy for
your review prior to filing and will not file any such proposed amendment or
supplement to which you reasonably object. Subject to the foregoing sentence,
if the Registration Statement has become or becomes effective pursuant to Rule
430A, or filing of the Prospectus is otherwise required under Rule 424(b), the
Seller will file the Prospectus, properly completed, and any supplement
thereto, with the Commission pursuant to and in accordance with the applicable
paragraph of Rule 424(b) within the time period prescribed and will provide
evidence satisfactory to you of such timely filing.
(b) The Seller will advise you promptly of any proposal to amend or
supplement the Registration Statement as filed, or the related Prospectus and
will not effect such amendment or supplement without your consent, which
consent will not unreasonably be withheld; the Seller will also advise you
promptly of any request by the Commission for any amendment of or supplement
to the Registration Statement or the Prospectus or for any additional
information; and the Seller will also advise you promptly of the effectiveness
of the Registration Statement and any amendment thereto, when the Prospectus,
and any supplement thereto, shall have been filed with the Commission pursuant
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to Rule 424(b) and of the issuance by the Commission of any stop order
suspending the effectiveness of the Registration Statement or the institution
or threat of any proceeding for that purpose, and the Seller will use its best
efforts to prevent the issuance of any such stop order and to obtain as soon
as possible the lifting of any issued stop order.
(c) If, at any time when a prospectus relating to the Notes 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 an untrue statement
of a material fact or omit to state any material fact necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading, or if it is necessary at any time to amend the
Registration Statement or supplement the Prospectus to comply with the Act or
the Exchange Act or the respective rules thereunder, the Seller promptly will
notify you and will prepare and file, or cause to be prepared and filed, with
the Commission, subject to the second sentence of paragraph (a) of this
Section 5, an amendment or supplement that will correct such statement or
omission, or effect such compliance. Any such filing shall not operate as a
waiver or limitation on any right of any Underwriter hereunder.
(d) As soon as practicable, but not later than fourteen months after the
original effective date of the Registration Statement, the Seller will cause
the Trust to make generally available to Noteholders an earnings statement of
the Trust covering a period of at least twelve months beginning after the
Effective Date of the Registration Statement that will satisfy the provisions
of Section 11(a) of the Act.
(e) The Seller will furnish to the Underwriters copies of the
Registration Statement (one of which will be signed and will include all
exhibits), each related preliminary prospectus (including the Preliminary
Prospectus Supplement), the Prospectus and all amendments and supplements to
such documents, in each case as soon as available and in such quantities as
the Underwriters request.
(f) The Seller will arrange for the qualification of the Notes for sale
under the laws of such jurisdictions in the United States as you may
reasonably designate and will continue such qualifications in effect so long
as required for the distribution.
(g) For a period from the date of this Agreement until the retirement of
the Notes, or until such time as the Underwriters shall cease to maintain a
secondary market in the Notes, whichever occurs first, the Seller will deliver
to you the annual statements of compliance and the annual independent
certified public accountants' reports furnished to the Trustee or the
Indenture Trustee pursuant to the Sale and Servicing Agreement, as soon as
such statements and reports are furnished to the Trustee or the Indenture
Trustee.
(h) So long as any of the Notes is outstanding, the Seller will furnish
to you (i) as soon as practicable after the end of each fiscal year all
documents required to be distributed to Noteholders or filed with the
Commission pursuant to the Exchange Act or any order of the Commission
thereunder and (ii) from time to time, any other information concerning the
Seller filed with any government or regulatory authority which is otherwise
publicly available, as you may reasonably request.
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(i) On or before the Closing Date, the Seller shall cause the computer
records of the Seller, Case Credit and New Holland relating to the Receivables
to be marked to show the Trust's absolute ownership of the Receivables, and
from and after the Closing Date none of the Seller, Case Credit or New Holland
shall take any action inconsistent with the Trust's ownership of such
Receivables, other than as permitted by the Sale and Servicing Agreement.
(j) To the extent, if any, that the ratings provided with respect to the
Notes by the rating agency or agencies that initially rate the Notes are
conditional upon the furnishing of documents or the taking of any other
actions by the Seller, the Seller shall furnish such documents and take any
such other actions.
(k) For the period beginning on the date of this Agreement and ending
seven days after the Closing Date, unless waived by the Underwriters, none of
the Seller, Case Credit or any trust originated, directly or indirectly, by
the Seller or Case Credit will offer to sell or sell notes (other than the
Notes and commercial paper notes offered pursuant to Case Credit's existing
asset-backed commercial paper program) collateralized by, or certificates
(other than the Certificates) evidencing an ownership interest in, receivables
generated pursuant to retail agricultural or construction equipment
installment sale contracts.
(l) On or prior to each Subsequent Transfer Date, the Seller shall
deliver to the Representatives (i) a duly executed Subsequent Transfer
Assignment including a schedule of the Subsequent Receivables to be
transferred to the Trust on such Subsequent Transfer Date, (ii) a copy of the
letter from a firm of independent nationally recognized certified public
accountants to be delivered to the Trustee and the Indenture Trustee pursuant
to Section 2.2(b)(xv) of the Sale and Servicing Agreement, and (iii) a copy of
the officer's Certificate delivered to the Indenture Trustee and the Trustee
pursuant to Section 2.2(b)(xvi) of the Sale and Servicing Agreement.
(m) The Seller will enter into, and will cause the Issuer to enter into,
each Basic Document to which this Agreement and each Basic Document
contemplates the Seller and/or the Issuer will be a party on or prior to the
Closing Date.
7. Payment of Expenses. The Seller will pay all expenses incident to the
performance of its obligations under this Agreement, including (i) the printing
and filing of the Registration Statement as originally filed and of each
amendment thereto, (ii) the fees of the Indenture Trustee and its counsel, (iii)
the preparation, issuance and delivery of the Notes to the Underwriters, (iv)
the fees and disbursements of Case Credit's and the Seller's counsel and
accountants, (v) the qualification of the Notes under securities laws in
accordance with the provisions of Section 5(f), including filing fees and the
fees and disbursements of counsel for you in connection therewith and in
connection with the preparation of any blue sky or legal investment survey, (vi)
the printing and delivery to the Underwriters of copies of the Registration
Statement as originally filed and of each amendment thereto, (vii) the printing
and delivery to the Underwriters of copies of any blue sky or legal investment
survey prepared in connection with the Notes, (viii) any fees charged by rating
agencies for the rating of the Notes and (ix) the fees and expenses, if any,
incurred with respect to any filing with the National Association of Securities
Dealers, Inc.
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8. Conditions of the Obligations of the Underwriters. The obligations of the
Underwriters to purchase and pay for the Notes will be subject to the accuracy
of the representations and warranties on the part of Case Credit and the Seller
herein, to the accuracy of the statements of officers of Case Credit and the
Seller made pursuant to the provisions hereof, to the performance by Case Credit
and the Seller of their respective obligations hereunder and to the following
additional conditions precedent:
(a) If the Registration Statement has not become effective prior to the
Execution Time, unless the Underwriters agree in writing to a later time, the
Registration Statement shall have become effective not later than (i) 6:00
p.m. New York City time on the date of determination of the public offering
price, if such determination occurred at or prior to 3:00 p.m. New York City
time on such date or (ii) 12:00 noon on the business day following the day on
which the public offering price was determined, if such determination occurred
after 3:00 p.m. New York City time on such date.
(b) The Prospectus and any supplements thereto shall have been filed (if
required) with the Commission in accordance with the Rules and Regulations and
Section 5(a) hereof, 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 Seller or you, shall be contemplated by the Commission or by any
authority administering any state securities or blue sky law.
(c) On or prior to the Closing Date, you shall have received a letter or
letters, dated as of the date of the Closing Date, of Deloitte & Touche LLP
independent public accountants, substantially in the form of the drafts to
which you have previously agreed and otherwise in form and substance
satisfactory to you and your counsel.
(d) Subsequent to the execution and delivery of this Agreement, there
shall not have occurred (i) any change, or any development involving a
prospective change, in or affecting particularly the business or properties of
the Trust, the Seller, New Holland, Case Credit, Case Corporation or CNH
Global N.V. which, in the judgment of the Underwriters, materially impairs the
investment quality of the Notes or makes it impractical or inadvisable to
market the Notes; (ii) any suspension or limitation of trading in securities
generally on the New York Stock Exchange, or any setting of minimum prices for
trading on such exchange; (iii) any suspension of trading of any securities of
Case Corporation or CNH Global N.V. on any exchange or in the over-the-counter
market which, in the judgment of the Underwriters, makes it impractical or
inadvisable to market the Notes; (iv) any banking moratorium declared by
Federal or New York authorities; (v) any outbreak or escalation of major
hostilities in which the United States is involved, any declaration of war by
Congress, or any other substantial national or international calamity or
emergency or any material change in the financial markets if, in the judgment
of the Underwriters, the effect of any such outbreak, escalation, declaration,
calamity, emergency or change makes it impractical or inadvisable to proceed
with completion of the sale of and payment for the Notes; or (vi) a material
disruption has occurred in securities settlement or clearance services in the
United States.
(e) You shall have received an opinion or opinions of counsel to Case
Credit and the Seller, addressed to you, as Representatives of the several
10
Underwriters, the Trustee and the Indenture Trustee, dated the Closing Date
and satisfactory in form and substance to you and your counsel, to the effect
that:
(i) Each of Case Credit and the Seller is an existing corporation in
good standing under the laws of the State of Delaware with corporate power and
authority to own its properties and conduct its business as described in the
Prospectus and to enter into and perform its obligations under this Agreement,
the Sale and Servicing Agreement, the Administration Agreement, the Case
Purchase Agreement and, in the case of the Seller, the NH Purchase Agreement
and has obtained all necessary licenses and approvals in each jurisdiction in
which failure to qualify or to obtain such license or approval would render
any Receivable unenforceable by the Seller, the Trustee or the Indenture
Trustee.
(ii) The direction by the Seller to the Trustee to authenticate the
Certificates has been duly authorized by the Seller and, when the Certificates
have been duly executed, authenticated and delivered by the Trustee in
accordance with the Trust Agreement, the Certificates will be legally issued,
fully paid and non-assessable subject to the obligations of the Seller under
Section 2.10 of the Trust Agreement and entitled to the benefits of the Trust
Agreement.
(iii) The direction by Case Credit to the Indenture Trustee to
authenticate the Notes has been duly authorized by Case Credit, and, when the
Notes have been duly executed and delivered by the Trustee, authenticated by
the Indenture Trustee in accordance with the Indenture and delivered and paid
for by the Underwriters pursuant to this Agreement, the Notes will be duly
issued and entitled to the benefits and security afforded by the Indenture,
subject to the effect of any applicable bankruptcy, insolvency,
reorganization, moratorium or similar law affecting creditors' rights
generally and to the effect of general principles of equity, including
concepts of materiality, reasonableness, good faith and fair dealing
(regardless of whether considered in a proceeding in equity or at law).
(iv) The Liquidity Receivables Purchase Agreements, the Case
Purchase Agreement, the NH Purchase Agreement, the Trust Agreement and the
Sale and Servicing Agreement have been duly authorized, executed and delivered
by the Seller, and are legal, valid and binding obligations of the Seller
enforceable against the Seller in accordance with their terms, subject to the
effect of any applicable bankruptcy, insolvency, reorganization, moratorium or
similar law affecting creditors' rights generally and to the effect of general
principles of equity, including concepts of materiality, reasonableness, good
faith and fair dealing (regardless of whether considered in a proceeding in
equity or at law).
(v) This Agreement has been duly authorized, executed and delivered
by each of the Seller and Case Credit.
(vi) The Case Liquidity Receivables Purchase Agreement, the Case
Purchase Agreement, the Sale and Servicing Agreement and the Administration
Agreement have been duly authorized, executed and delivered by Case Credit and
are legal, valid and binding obligations of Case Credit enforceable against
Case Credit in accordance with their terms, subject to the effect of any
applicable bankruptcy, insolvency, reorganization, moratorium or similar law
affecting creditors' rights generally and to the effect of general principles
11
of equity, including concepts of materiality, reasonableness, good faith and
fair dealing (regardless of whether considered in a proceeding in equity or at
law).
(vii) The execution, delivery and performance of this Agreement and
the Basic Documents, as applicable, by Case Credit and the Seller, and the
consummation of the transactions contemplated thereby, will not conflict with,
or result in a breach, violation or acceleration of, or constitute a default
under, the certificate of incorporation or by-laws of Case Credit or the
Seller or any material agreement or instrument known to such counsel after due
inquiry to which Case Credit or the Seller is a party or by which Case Credit
or the Seller is bound or to which any of the properties of Case Credit or the
Seller is subject.
(viii) The execution, delivery and performance of this Agreement and
the Basic Documents, as applicable, by Case Credit and the Seller, and the
consummation of the transactions contemplated thereby, will not violate any
statute, rule or regulation or, to such counsel's knowledge, any order of any
governmental agency or body or any court having jurisdiction over Case Credit
or the Seller or any of their properties.
(ix) There are no actions, proceedings or investigations pending or,
to the best of such counsel's knowledge, threatened before any court,
administrative agency, or other tribunal (1) asserting the invalidity of the
Trust or any of the Basic Documents, (2) seeking to prevent the consummation
of any of the transactions contemplated by any of the Basic Documents or the
execution and delivery thereof, or (3) that could reasonably be expected to
materially and adversely affect the performance by Case Credit or the Seller,
as applicable, of its obligations under, or the validity or enforceability of,
this Agreement or the Basic Documents.
(x) Each of the Case Assignment dated as of the Closing Date from
Case Credit to the Seller and the assignments of Case Receivables from Case
Credit to the Seller pursuant to the Case Liquidity Receivables Purchase
Agreement have been duly authorized, executed and delivered by Case Credit.
(xi) Immediately prior to the transfer of the Receivables to the
Trust, the Seller's interest in the Receivables, the security interests in the
Financed Equipment securing the Receivables and the proceeds of each of the
foregoing was perfected upon the execution and delivery of the Basic Documents
and the filing of a UCC financing statement with the Secretary of State of the
State of Delaware and constituted a perfected first priority interest therein.
If a court concludes that the transfer of the Receivables from the Seller to
the Trust is a sale, the interest of the Trust in the Receivables, the
security interests in the Financed Equipment securing the Receivables and the
proceeds of each of the foregoing will be perfected upon the execution and
delivery of the Basic Documents and the filing of a UCC financing statement
with the Secretary of State of the State of Delaware and will constitute a
first priority perfected interest therein. If a court concludes that such
transfer is not a sale, the Sale and Servicing Agreement constitutes a grant
by the Seller to the Trust of a valid security interest in the Receivables,
the security interests in the Financed Equipment securing the Receivables and
the proceeds of each of the foregoing, which security interest will be
perfected upon the execution and delivery of the Basic Documents and the
filing of the UCC financing statement with the Secretary of State of the State
of Delaware referred to above and will constitute a first priority perfected
security interest therein. No filing or other action, other than the execution
and delivery of the Basic Documents and the filing of the UCC financing
statement with the Secretary of State of the State of Delaware referred to
above, is necessary to perfect and maintain the interest or the security
12
interest of the Trust in the Receivables, the security interests in the
Financed Equipment securing the Receivables and the proceeds of each of the
foregoing against third parties.
(xii) Assuming that Case Credit's standard procedures have been
followed with respect to the creation of the Case Receivables, Case Credit
obtains from each Dealer either an absolute ownership interest or a security
interest in the Case Receivables originated by that Dealer, which ownership or
security interest (whichever it may be) is perfected and prior to any other
interests that may be perfected only by possession of a Case Receivable or the
filing of a financing statement in accordance with the UCC. Assuming that Case
Credit's standard procedures with respect to the perfection of a security
interest in the equipment financed by Case Credit pursuant to retail
agricultural, construction or other equipment installment sale contracts in
the ordinary course of Case Credit's business have been followed with respect
to the perfection of security interests in the Financed Equipment, Case Credit
has acquired either a perfected security interest in the Financed Equipment or
a perfected security interest in the Case Receivables, which indirectly
provides Case Credit with a security interest in the Financed Equipment that
is perfected as against the obligor's creditors; provided, however, that such
opinion need not address any equipment that is subject to a certificate of
title statute.
(xiii) The Indenture constitutes a grant by the Trust to the
Indenture Trustee, acting under the Indenture for the benefit of the Holders
of the Notes, of a valid security interest in the Receivables, the security
interests in the Financed Equipment securing the Receivables and the proceeds
of each of the foregoing under the Uniform Commercial Code as in effect on the
date hereof in the State of New York (the "NYUCC"). Under the NYUCC, the
internal laws of the State of Delaware govern perfection by filing of
financing statements of the security interest of the Indenture Trustee in the
Trust Estate as against the Trust.
(xiv) The security interest granted under the Indenture will be
perfected upon the execution and delivery of the Basic Documents and the
filing of a UCC financing statement with the Delaware Secretary of State and
will constitute a first priority perfected security interest therein. No
filing or other action, other than the execution and delivery of the Basic
Documents and the filing of the UCC financing statement with the Delaware
Secretary of State referred to above, is necessary to perfect and maintain the
security interest of the Indenture Trustee in the Receivables, the security
interests in the Financed Equipment securing the Receivables and the proceeds
of each of the foregoing against third parties.
(xv) The Receivables are chattel paper as defined in the NYUCC.
(xvi) The Sale and Servicing Agreement, the Trust Agreement, the
Indenture, the Administration Agreement, the Interest Rate Swap Agreements and
the Purchase Agreements conform in all material respects with the description
thereof contained in the Prospectus and any supplement thereto.
(xvii) The statements in the Basic Prospectus under the headings
"Summary of Terms--Legal Investment", "Risk Factors-Possible liability for
third party claims may cause payment delays or losses", "Legal Aspects of the
Receivables" and "Legal Investment", to the extent they constitute matters of
law or legal conclusions with respect thereto, are correct in all material
respects.
13
(xviii) The statements contained in the Prospectus and any
supplement thereto under the headings "Description of the Notes", "Description
of the Certificates", "Administration Information About the Securities" and
"Description of the Transaction Agreements", insofar as such statements
constitute a summary of the Notes, the Certificates, the Indenture, the
Administration Agreement, the Sale and Servicing Agreement, the Interest Rate
Swap Agreements and the Trust Agreement, fairly present the matters referred
to therein.
(xix) No consent, approval, authorization or order of, or filing
with, any governmental agency or body or any court is required for the
consummation of the transactions contemplated by this Agreement, the Interest
Rate Swap Agreements or the Basic Documents, except such as are required and
have been obtained and made under the Securities Act and such as may be
required under state securities laws (it being understood that this opinion
will be given only with respect to such consents, approvals, authorizations,
orders and filings that, in such counsel's experience, are customarily
applicable in transactions of the type contemplated by this Agreement, the
Interest Rate Swap Agreements and the Basic Documents).
(xx) The Trust Agreement is not required to be qualified under the
Trust Indenture Act and the Trust is not required to be registered under the
Investment Company Act of 1940, as amended (the "Investment Company Act").
(xxi) The Indenture has been duly qualified under the Trust
Indenture Act.
(xxii) The Seller is not, and will not as a result of the offer and
sale of the Notes as contemplated in the Prospectus and this Agreement or as a
result of the issuance of the Certificates become, an "investment company" as
defined in the Investment Company Act or a company "controlled by" an
"investment company" within the meaning of the Investment Company Act.
(xxiii) The Registration Statement has become effective under the
Act, any required filing of the Basic Prospectus, any preliminary Basic
Prospectus, any Preliminary Prospectus Supplement and the Prospectus and any
supplements thereto pursuant to Rule 424(b) have been made in the manner and
within the time period required by Rule 424(b), and, to the best knowledge of
such counsel, no stop order suspending the effectiveness of the Registration
Statement has been issued and no proceedings for that purpose have been
instituted or are pending or contemplated under the Act; and the Registration
Statement and the Prospectus, and each amendment or supplement thereto, as of
the Closing Date (in the case of the Registration Statement) and as of their
respective issue dates (in the case of the Prospectus and each supplement
thereto), complied as to form in all material respects with the requirements
of the Act, the Trust Indenture Act and the Rules and Regulations.
(xxiv) The Trust has been duly formed and is validly existing as a
statutory trust under the laws of the State of Delaware, with full power and
authority to execute, deliver and perform its obligations under the Sale and
Servicing Agreement, the Indenture, the Administration Agreement, the Interest
Rate Swap Agreements, the Notes and the Certificates.
(xxv) The Indenture, the Sale and Servicing Agreement, the Interest
Rate Swap Agreements and the Administration Agreement have been duly
authorized and, when duly executed and delivered by the Trustee, will
14
constitute the legal, valid and binding obligations of the Trust, enforceable
against the Trust in accordance with their terms, subject to the effect of any
applicable bankruptcy, insolvency, reorganization, moratorium or similar law
affecting creditors' rights generally and to the effect of general principles
of equity, including concepts of materiality, reasonableness, good faith and
fair dealing (regardless of whether considered in a proceeding in equity or at
law).
The opinions of counsel to Case Credit and the Seller shall also state
that such counsel has examined various documents and participated in
conferences with representatives of Case Credit, the Seller, their counsel and
their accountants and with representatives of the Underwriters, at which time
the contents of the Registration Statement and the Prospectus and related
matters were discussed. However, except as specifically noted above, such
counsel need not assume any responsibility for the accuracy, completeness or
fairness of the statements contained in the Registration Statement and the
Prospectus. Subject to the foregoing, such counsel shall advise you that no
facts have come to their attention that cause them to believe that the
Registration Statement or the Prospectus, at the Closing Date, contains any
untrue statement of a material fact or omits to state any material fact
necessary in order to make (x) the statements in the Registration Statement
not misleading and (y) the statements in the Prospectus not misleading in
light of the circumstances under which they were made (in each case except for
the financial statements and related schedules or other financial or
statistical data included or incorporated by reference therein, as to which
such counsel will not be called upon to express a belief).
Such counsel shall also opine as to such other matters as the
Underwriters may reasonably request.
(f) You shall have received an opinion or opinions of counsel to New
Holland, addressed to you, as Representatives of the several Underwriters, the
Trustee and the Indenture Trustee, dated the Closing Date and satisfactory in
form and substance to you and your counsel, to the effect that:
(i) New Holland is an existing limited liability company in good
standing under the laws of the State of Delaware with corporate power and
authority to own its properties and conduct its business as such properties
are currently owned and such business is currently conducted and to enter into
and perform its obligations under the NH Purchase Agreement and has obtained
all necessary licenses and approvals in each jurisdiction in which failure to
qualify or to obtain such license or approval would render any NH Receivable
unenforceable by the Seller, the Trustee or the Indenture Trustee.
(ii) The NH Liquidity Receivables Purchase Agreement and the NH
Purchase Agreement have been duly authorized, executed and delivered by New
Holland, and are legal, valid and binding obligation of New Holland
enforceable against New Holland in accordance with their terms, subject to the
effect of any applicable bankruptcy, insolvency, reorganization, moratorium or
similar law affecting creditors' rights generally and to the effect of general
principles of equity, including concepts of materiality, reasonableness, good
faith and fair dealing (regardless of whether considered in a proceeding in
equity or at law).
(iii) The execution, delivery and performance of the NH Liquidity
Receivables Purchase Agreement and the NH Purchase Agreement by New Holland,
15
and the consummation of the transactions contemplated thereby, will not
conflict with, or result in a breach, violation or acceleration of, or
constitute a default under, the limited liability company agreement of New
Holland or any material agreement or instrument known to such counsel after
due inquiry to which New Holland is a party or by which New Holland is bound
or to which any of the properties of New Holland is subject.
(iv) The execution, delivery and performance of the NH Liquidity
Receivables Purchase Agreement and the NH Purchase Agreement by New Holland,
and the consummation of the transactions contemplated thereby, will not
violate any statute, rule or regulation or, to such counsel's knowledge, any
order of any governmental agency or body or any court having jurisdiction over
New Holland or any of its properties.
(v) There are no actions, proceedings or investigations pending or,
to the best of such counsel's knowledge, threatened before any court,
administrative agency, or other tribunal (1) asserting the invalidity of the
NH Liquidity Receivables Purchase Agreement or the NH Purchase Agreement, (2)
seeking to prevent the consummation of any of the transactions contemplated by
any of the NH Liquidity Receivables Purchase Agreement or the NH Purchase
Agreement or the execution and delivery thereof, or (3) that could reasonably
be expected to materially and adversely affect the performance by New Holland
of its obligations under, or the validity or enforceability of the NH
Liquidity Receivables Purchase Agreement or the NH Purchase Agreement.
(vi) Each of the NH Assignment dated as of the Closing Date from New
Holland to the Seller and the assignments of NH Receivables from New Holland
to the Seller pursuant to the NH Liquidity Receivables Purchase Agreement have
been duly authorized, executed and delivered by New Holland.
(vii) Assuming that New Holland's standard procedures have been
followed with respect to the creation of the NH Receivables, New Holland
obtains from each Dealer either an absolute ownership interest or a security
interest in the NH Receivables originated by that Dealer, which ownership or
security interest (whichever it may be) is perfected and prior to any other
interests that may be perfected only by possession of an NH Receivable or the
filing of a financing statement in accordance with the UCC. Assuming that New
Holland's standard procedures with respect to the perfection of a security
interest in the equipment financed by New Holland pursuant to retail
agricultural, construction or other equipment installment sale contracts in
the ordinary course of New Holland's business have been followed with respect
to the perfection of security interests in the Financed Equipment securing the
NH Receivables, New Holland has acquired or will acquire either a perfected
security interest in such Financed Equipment or a perfected security interest
in the NH Receivables, which indirectly provides New Holland with a security
interest in such Financed Equipment that is perfected as against the obligor's
creditors; provided, however, that such opinion need not address any equipment
that is subject to a certificate of title statute.
(viii) The NH Receivables are chattel paper as defined in the UCC.
(ix) Upon the filing of UCC financing statements with the
Secretary of State of the State of Delaware, the security interest in the NH
Receivables, the security interests in the Financed Equipment securing the NH
16
Receivables and the proceeds of each of the foregoing granted by New Holland
to the Seller under the NH Purchase Agreement will be perfected under the UCC
and will constitute a first priority perfected security interest in the NH
Receivables, the security interests in the Financed Equipment securing the NH
Receivables and the proceeds of each of the foregoing.
Such counsel shall also opine as to such other matters as the
Underwriters may reasonably request.
(g) You shall have received an opinion of Xxxxx Xxxxx Xxxx & Maw, special
Illinois tax counsel for the Trust, addressed to you, as Representatives of
the several Underwriters, and the Indenture Trustee, dated the Closing Date
and satisfactory in form and substance to you and your counsel, to the effect
that the statements in the Basic Prospectus under the headings "Illinois State
Tax Consequences" and in the Prospectus Supplement under the heading "Summary
of Terms -- Tax Status" (to the extent relating to Illinois tax consequences),
accurately describe the material Illinois tax consequences to holders of the
Securities. Xxxxx Xxxxx Xxxx & Maw, in its capacity as special Illinois
counsel to Case Credit and the Seller, shall have delivered an opinion with
respect to the perfection and priority of the respective interests of the
Seller and the Trust in the Receivables under Illinois Law.
(h) You shall have received an opinion of Xxxxxxx Xxxxx Xxxxxxx &
Xxxxxxxxx, LLP, special Pennsylvania tax counsel for the Trust, addressed to
you, as Representatives of the several Underwriters, and the Indenture
Trustee, dated the Closing Date and satisfactory in form and substance to you
and your counsel.
(i) You shall have received an opinion addressed to you, as
Representatives of the several Underwriters, of Xxxxx Xxxxx Xxxx & Maw, in its
capacity as Federal tax and ERISA counsel for the Trust, to the effect that
the statements in the Basic Prospectus under the heading "U.S. Federal Income
Tax Consequences" and in the Prospectus Supplement under the heading "Summary
of Terms -- Tax Status" (to the extent relating to Federal income tax
consequences) accurately describe the material Federal income tax consequences
to holders of the Securities, and the statements in the Basic Prospectus under
the heading "ERISA Considerations," and in the Prospectus Supplement under the
headings "Summary of Terms -- ERISA Considerations" and "ERISA
Considerations," to the extent that they constitute statements of matters of
law or legal conclusions with respect thereto, have been prepared or reviewed
by such counsel and accurately describe the material consequences to holders
of the Notes under XXXXX.
(j) You shall have received from Xxxxxx Xxxxxx Xxxxx & Xxxx LLP, in its
capacity as counsel for the Underwriters, such opinion or opinions, dated the
Closing Date, with respect to the validity of the Notes and such other related
matters as you may reasonably require, and Case Credit and the Seller shall
have furnished to such counsel such documents as they request for the purpose
of enabling them to pass upon such matters.
(k) You shall have received an opinion or opinions addressed to you, as
Representatives of the several Underwriters, Case Credit and the Seller of
counsel to the Indenture Trustee, dated the Closing Date and satisfactory in
form and substance to you and your counsel, to the effect that:
17
(i) The Indenture Trustee is a national banking association duly
organized and validly existing and in good standing under the laws of the
United States of America, and has full power and authority to execute, deliver
and perform its obligations under the Indenture, the Sale and Servicing
Agreement and the Administration Agreement.
(ii) Each of the Indenture, the Sale and Servicing Agreement and the
Administration Agreement has been duly authorized, executed and delivered by
the Indenture Trustee.
(iii) Each of the Indenture, the Sale and Servicing Agreement and
the Administration Agreement constitutes a legal, valid and binding obligation
of the Indenture Trustee, enforceable against the Indenture Trustee in
accordance with its respective terms, except that certain of such obligations
may be enforceable solely against the Trust Estate and except that such
enforcement may be limited by bankruptcy, insolvency, reorganization,
moratorium, liquidation or similar laws affecting the enforcement of
creditors' rights generally, and the rights of creditors of national banking
associations, and by general principles of equity, including without
limitation, concepts of materiality, reasonableness, good faith and fair
dealing (regardless of whether such enforceability is considered in a
proceeding in equity or at law).
(iv) No authorizations, consents or approvals of, notice to or
filing with, or the taking of any other action in respect of, any governmental
authority or agency of the United States or the State of Illinois governing
the banking or trust powers of the Indenture Trustee is required for the
execution, delivery or performance by the Indenture Trustee of each of the
Indenture, the Sale and Servicing Agreement and the Administration Agreement.
(v) The Notes have been duly authenticated by the Indenture Trustee
in accordance with the terms of the Indenture.
(vi) Neither the execution, delivery or performance by the Indenture
Trustee of the Indenture, the Sale and Servicing Agreement and the
Administration Agreement nor the compliance with the terms and provisions
thereof, nor the performance of its obligations thereunder, conflicts or
results in a breach of or constitutes a default under any of the terms,
conditions or provisions of any law, government rule or regulation of the
United States or the State of Illinois governing the banking or trust powers
of the Indenture Trustee or the Charter or By-Laws of the Indenture Trustee
or, to such counsel's knowledge, any order, writ, injunction or decree of any
court or governmental authority against the Indenture Trustee or by which it
or any of its properties is bound or, to such counsel's knowledge, any
indenture, mortgage or contract or other agreement or instrument to which the
Indenture Trustee is a party or by which it or any of its properties is bound,
or results in the creation or imposition of any lien, charge or encumbrance
upon any of its properties pursuant to any agreement or instrument, except
encumbrances and security interests contemplated by the Indenture, the Sale
and Servicing Agreement and the Administration Agreement.
(vii) There are no actions, suits or proceedings pending or, to the
best of such counsel's knowledge, threatened against the Indenture Trustee
before any court, or by or before any federal, state, municipal or other
governmental department, commission, board, bureau or governmental agency or
instrumentality, or arbitrator which would, if adversely determined, affect in
any material respect the consummation, validity or enforceability against the
18
Indenture Trustee of any of the Indenture, the Sale and Servicing Agreement
and the Administration Agreement.
(l) You shall have received an opinion addressed to you, as
Representatives of the several Underwriters, Case Credit and the Seller of
counsel to the Trustee, dated the Closing Date and satisfactory in form and
substance to you and your counsel, to the effect that:
(i) The Trustee is duly incorporated, validly existing in good
standing as a banking corporation under the laws of the State of New York.
(ii) The Trustee has power and authority to execute, deliver and
perform the Trust Agreement and to consummate the transactions contemplated
thereby.
(iii) The Trust 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.
(iv) Each of the Notes and the Certificates has been duly executed
by the Trustee.
(v) Neither the execution or delivery by the Trustee of the Trust
Agreement nor the consummation by the Trustee of any of the transactions
contemplated thereby nor compliance by the Trustee with the terms or
provisions of the Trust Agreement will violate any New York or United States
federal law, rule or regulation governing the banking or trust powers of the
Trustee or the Trustee's certificate of incorporation or by-laws or require
the consent or approval of, the giving of notice to, the registration with, or
the taking of any other action with respect to, any governmental authority or
agency under the laws of the State of New York or the United States governing
the banking trust powers of the Trustee.
(vi) There are no actions, suits or proceedings pending or, to the
best of such counsel's knowledge without independent investigation, threatened
against the Trustee before any court, or by or before any federal, state,
municipal or other governmental department, commission, board, bureau or
governmental agency or instrumentality, or arbitrator which would, if
adversely determined, affect in any material respect the consummation,
validity or enforceability against the Trustee of the Trust Agreement.
(m) You shall also have received an opinion addressed to you, as
Representatives of the several Underwriters, Case Credit and the Seller of
counsel to The Bank of New York (Delaware) as Delaware Trustee, dated the
Closing Date and satisfactory in form and substance to you and your counsel,
covering such matters as you and your counsel may reasonably request.
(n) You shall have received an opinion addressed to you, as
Representatives of the several Underwriters, Case Credit and the Seller, of
Xxxxxxxx, Xxxxxx & Finger, special Delaware counsel to the Trust, dated the
Closing Date, subject to customary qualifications, exceptions and assumptions,
and satisfactory in form and substance to you and your counsel, substantially
to the effect that:
19
(i) The Trust has been duly formed and is validly existing in good
standing as a statutory trust under the laws of the State of Delaware.
(ii) The Trust has the power and authority, pursuant to the Trust
Agreement and the laws of the State of Delaware, to execute, deliver and
perform its obligations under the Basic Documents to which it is a party, and
has duly authorized the Trustee to execute and deliver such Basic Documents.
(iii) The Certificates have been validly issued and are entitled to
the benefits of the Trust Agreement.
(iv) The Trust Agreement is a legal, valid and binding obligation of
the Depositor and the Trustee, enforceable against the Depositor and the
Trustee, in accordance with its terms.
(v) To the extent that Article 9 of the Uniform Commercial Code as
in effect in the State of Delaware, (the "DELUCC"), is applicable (without
regard to conflicts of laws principles), and assuming that the security
interest created by the Indenture in the Collateral (as defined in the
Indenture) has been duly created and has attached, upon the filing of the
Financing Statement with the Secretary of State, the Indenture Trustee will
have a perfected security interest in that portion of the Collateral that
consists of general intangibles, accounts or chattel paper (as such terms are
defined in the DELUCC) and the proceeds thereof and such security interest
will be prior to any other security interest granted by the Trust that is
perfected solely by the filing of financing statements under the DELUCC,
excluding purchase money security interests under ss. 9-312 of the DELUCC and
temporarily perfected security interests in proceeds under ss. 9-306 of the
DELUCC. No refiling or other action is necessary under the DELUCC in order to
maintain the perfection of such security interest except for the filing of
continuation statements at five year intervals. To the extent the DELUCC
applies, the Receivables (in the form attached as an exhibit to such opinion)
are "chattel paper" as defined in Section 9-105(1)(b) of the DELUCC.
(vi) Under the Delaware Statutory Trust Act, no creditor of any
Certificateholder shall have any right to obtain possession of, or otherwise
exercise legal or equitable remedies with respect to, the property of the
Trust except in accordance with the terms of the Trust Agreement.
(o) You shall have received an opinion or opinions of counsel to the
Class A-3 Counterparty, addressed to you, as Representatives of the several
Underwriters, and the Indenture Trustee, dated the Closing Date and
satisfactory in form and substance to you and your counsel.
(p) You shall have received an opinion or opinions of counsel to the
Class A-4 Counterparty, addressed to you, as Representatives of the several
Underwriters, and the Indenture Trustee, dated the Closing Date and
satisfactory in form and substance to you and your counsel.
(q) You shall have received an opinion or opinions of counsel to the
Class B Counterparty, addressed to you, as Representatives of the several
20
Underwriters, and the Indenture Trustee, dated the Closing Date and
satisfactory in form and substance to you and your counsel.
(r) You, as Representatives of the several Underwriters, shall have
received copies of any opinions of counsel to Case Credit and the Seller
supplied to the Rating Agencies. Any such opinions shall be dated the Closing
Date and addressed to you, as Representatives of the several Underwriters, or
accompanied by reliance letters addressed to you, as Representatives of the
several Underwriters.
(s) You shall have received certificates dated the Closing Date of any
two of the Chairman of the Board, the President, the Executive Vice President,
any Vice President, the Treasurer, any Assistant Treasurer, the principal
financial officer or the principal accounting officer of each of Case Credit,
the Seller and the Servicer in which such officers shall state that, to the
best of their knowledge after reasonable investigation, (i) the
representations and warranties of each of Case Credit and the Seller contained
in the Trust Agreement, the Liquidity Receivables Purchase Agreements, the
Case Purchase Agreement, the NH Purchase Agreement and the Sale and Servicing
Agreement, as applicable, are true and correct in all material respects, that
each of Case Credit and the Seller, has complied in all material respects with
all agreements and satisfied in all material respects all conditions on its
part to be performed or satisfied under such agreements at or prior to the
Closing Date, that no stop order suspending the effectiveness of the
Registration Statement has been issued and no proceedings for that purpose
have been instituted or are contemplated by the Commission and (ii) since
September 30, 2002 except as may be disclosed in the Prospectus or, in the
case of Case Credit or Case Corporation, as may be disclosed publicly by Case
Credit or Case Corporation prior to the Execution Time, no material adverse
change in or affecting particularly the business or properties of the Trust,
the Seller, the Servicer, Case Credit or Case Corporation has occurred.
(t) You shall have received certificates dated the Closing Date of any
two of the Chairman of the Board, the President, the Executive Vice President,
any Vice President, the Treasurer, any Assistant Treasurer, the principal
financial officer or the principal accounting officer of New Holland in which
such officers shall state that, to the best of their knowledge after
reasonable investigation, (i) the representations and warranties of New
Holland contained in the NH Liquidity Receivables Purchase Agreement and the
NH Purchase Agreement are true and correct in all material respects, that New
Holland has complied in all material respects with all agreements and
satisfied in all material respects all conditions on its part to be performed
or satisfied under such agreements at or prior to the Closing Date, and (ii)
since September 30, 2002 except as may be disclosed in the Prospectus or as
may be disclosed publicly by New Holland prior to the Execution Time, no
material adverse change in or affecting particularly the business or
properties of New Holland has occurred.
(u) You shall have received evidence satisfactory to you that, on or
before the Closing Date, UCC financing statements have been or are being filed
in the office of the Secretary of State of the State of Delaware reflecting
the transfer of the interest of Case Credit in the Case Receivables and the
proceeds thereof to the Seller, the transfer of the interest of New Holland in
the NH Receivables and the proceeds thereof to the Seller, and the transfer of
the interest of the Seller in the Receivables and the proceeds thereof to the
Trust and the grant of the security interest by the Trust in the Receivables
and the proceeds thereof to the Indenture Trustee.
21
(v) The A-1 Notes shall have been rated A-1+, F1+ and P-1, the A-2 Notes,
the A-3 Notes and the A-4 Notes shall have been rated AAA, AAA and Aaa, and
the Class B Notes shall have been rated A+, A+ and A3 by Standard & Poor's, a
division of The XxXxxx-Xxxx Companies, Inc., Fitch Ratings and Xxxxx'x
Investors Service, Inc., respectively.
(w) The issuance of the Notes and the Certificates shall not have
resulted in a reduction or withdrawal by any Rating Agency of the current
rating of any outstanding securities issued or originated by the Seller.
(x) On the Closing Date, the Certificates shall have been issued to the
Seller.
(y) The Seller will provide or cause to be provided to you, as
Representatives of the several Underwriters, such conformed copies of such
opinions, certificates, letters and documents as you reasonably request.
The documents required to be delivered by this Section 7 will be
delivered at the office of counsel for Case Credit and the Seller, at 000
Xxxxx XxXxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000, on the Closing Date.
9. Indemnification and Contribution. (a) The Seller and Case Credit will,
jointly and severally, indemnify and hold harmless each Underwriter and each
person, if any, who controls any Underwriter within the meaning of Section 15
of the Act or Section 20 of the Exchange Act as follows:
(i) against any and all loss, liability, claim, damage and expense
whatsoever arising out of any untrue statement or alleged untrue statement of
a material fact contained in the Registration Statement (or any amendment
thereto), or the omission or alleged omission therefrom of a material fact
required to be stated therein or necessary to make the statements therein not
misleading or arising out of any untrue statement or alleged untrue statement
of a material fact contained in any preliminary Basic Prospectus, Preliminary
Prospectus Supplement, Basic Prospectus or the Prospectus or any amendment or
supplement thereto or the omission or alleged omission therefrom of a material
fact necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading;
(ii) against any and all loss, liability, claim, damage and expense
whatsoever to the extent of the aggregate amount paid in settlement of any
litigation, or any investigation or proceeding by any governmental agency or
body, commenced or threatened, or of any claim whatsoever based upon any such
untrue statement or omission, or any such alleged untrue statement or
omission, if such settlement is effected with the written consent of the
Seller or Case Credit; and
(iii) against any and all expense whatsoever (including, subject to
Section 8(c) hereof, the fees and disbursements of counsel), reasonably
incurred in investigating, preparing or defending against any litigation, or
any investigation or proceeding by any governmental agency or body, commenced
or threatened, or any claim whatsoever based upon any such untrue statement or
omission, or any such alleged untrue statement or omission, to the extent that
any such expense is not paid under (i) or (ii) above.
22
(b) Each Underwriter, severally and not jointly, agrees to indemnify and
hold harmless the Seller, its directors, each of its officers who signed the
Registration Statement, and each person, if any, who controls the Seller
within the meaning of Section 15 of the Act and Section 20 of the Exchange Act
against any and all loss, liability, claim, damage and expense described in
the indemnity contained in subsection (a) of this Section but only with
respect to untrue statements or omissions, or alleged untrue statements or
omissions, made in the Registration Statement (or any amendment thereto) or
any preliminary prospectus or the Prospectus or any amendment or supplement
thereto in reliance upon and in conformity with the Underwriter Information.
(c) Each indemnified party shall give prompt notice to each indemnifying
party of any action commenced against it in respect of which indemnity may be
sought hereunder and the indemnifying party, upon request of the indemnified
party, shall retain counsel reasonably satisfactory to the indemnified party
to represent the indemnified party and any others the indemnifying party may
designate in such proceeding and shall pay the fees and expenses of such
counsel related to such proceeding. The failure to so notify an indemnifying
party shall not relieve the indemnifying party from any liability that it may
have under this Section except to the extent that such indemnifying party has
been materially prejudiced by such failure and, moreover, the failure to so
notify any indemnifying party shall not relieve such indemnifying party from
any liability that it may have to any indemnified party otherwise than under
this Section. In any proceeding hereunder any indemnified party shall have the
right to retain its own counsel, but the fees and expenses of such counsel
shall be at the expense of such indemnified party unless (i) the indemnifying
party and the indemnified party shall have mutually agreed to the contrary,
(ii) the indemnifying party has failed within a reasonable time to retain
counsel reasonably satisfactory to the indemnified party or (iii) the named
parties in any such proceeding (including any impleaded parties) include both
the indemnifying party and the indemnified party and representation of both
parties by the same counsel would be inappropriate due to actual or potential
differing interests between them. It is understood that the indemnifying party
shall not, in connection with any proceeding or related proceeding in the same
jurisdiction, be liable for the fees and expenses of more than one separate
firm (in addition to any local counsel) for all indemnified parties, and that
all such fees and expenses shall be reimbursed as they are incurred. Any such
separate firm for the Underwriters and such control persons of Underwriters
shall be designated in writing by the Representatives and any such separate
firm for Case Credit and the Seller, the directors of Case Credit and the
Seller, the officers of Case Credit and the Seller who sign the Registration
Statement and such control persons of Case Credit and the Seller or authorized
representatives shall be designated in writing by Case Credit and the Seller.
The indemnifying party shall not be liable for any settlement of any
proceeding effected without its written consent, but if settled with such
consent or if there be a final judgment for the plaintiff, the indemnifying
party agrees to indemnify any indemnified party from and against any loss or
liability by reason of such settlement or judgment. No indemnifying party
shall, without the prior written consent of the indemnified party, effect any
settlement of any pending or threatened proceeding in respect of which any
indemnified party is or could have been a party and indemnity could have been
sought hereunder by such indemnified party, unless such settlement includes an
unconditional release of such indemnified party from all liability and fault
on claims that are the subject matter of such proceeding.
23
(d) In order to provide for just and equitable contribution in
circumstances in which the indemnity agreement provided for in this Section 8
is for any reason held to be unavailable other than in accordance with its
terms, the Seller, Case Credit and the Underwriters shall contribute to the
aggregate losses, liabilities, claims, damages and expenses of the nature
contemplated by said indemnity agreement incurred by the Seller and one or
more of the Underwriters, in such proportions that the Underwriters are
responsible for that portion represented by the percentage that the
underwriting discount and commissions appearing on the cover page of the
Prospectus bears to the initial public offering price appearing thereon and
the Seller and Case Credit are responsible for the balance; provided, however,
that no person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation. For purposes of this
Section, each person, if any, who controls an Underwriter within the meaning
of Section 15 of the Act shall have the same rights to contribution as such
Underwriter, and each director of the Seller, each officer of the Seller who
signed the Registration Statement, and each person, if any, who controls the
Seller within the meaning of Section 15 of the Act shall have the same rights
to contribution as the Seller. Notwithstanding the provisions of this
subsection (d), no Underwriter shall be required to contribute any amount in
excess of the underwriting discount or commission applicable to the Notes
purchased by it hereunder.
10. Defaults of Underwriters. If any Underwriter or Underwriters default in
their obligations to purchase Notes hereunder on the Closing Date and
arrangements satisfactory to the Representatives and the Seller for the
purchase of such Notes by other persons are not made within 24 hours after
such default, this Agreement will terminate without liability on the part of
any nondefaulting Underwriter or the Seller, except as provided in Section 11
and except that, if the aggregate principal amount of Notes which the
defaulting Underwriter or Underwriters agreed but failed to purchase shall be
10% or less of the aggregate principal amount of all the Notes set forth in
Schedule I hereto, the remaining Underwriters shall be obligated severally to
take up and pay for (in the respective proportions which the aggregate
principal amount of Notes set forth opposite their names in Schedule I hereto
bears to the aggregate principal amount of Notes set forth opposite the names
of all the remaining Underwriters) the Notes which the defaulting Underwriter
or Underwriters agreed but failed to purchase. 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.
11. No Bankruptcy Petition. Each Underwriter covenants and agrees that, prior
to the date which is one year and one day after the payment in full of all
securities issued by the Seller or by a trust for which the Seller was the
depositor, which securities were rated by any nationally recognized statistical
rating organization, it will not institute against, or join any other Person in
instituting against, the Seller any bankruptcy, reorganization, arrangement,
insolvency or liquidation proceedings or other proceedings under any Federal or
state bankruptcy or similar law.
12. Survival of Representations and Obligations. The respective indemnities,
agreements, representations, warranties and other statements of the Seller and
Case Credit or any of their officers and each of the Underwriters set forth in
or made pursuant to this Agreement or contained in certificates of officers of
the Seller submitted pursuant hereto shall remain operative and in full force
24
and effect, regardless of (i) any termination of this Agreement, (ii) any
investigation or statement as to the results thereof made by or on behalf of
any Underwriter or of the Seller or any of their respective representatives,
officers or directors or any controlling person, and (iii) delivery of and
payment for the Notes. If for any reason the purchase of the Notes by the
Underwriters is not consummated, the Seller shall remain responsible for the
expenses to be paid or reimbursed by the Seller pursuant to Section 6 and the
respective obligations of the Seller and the Underwriters pursuant to Section
8 shall remain in effect. If for any reason the purchase of the Notes by the
Underwriters is not consummated (other than because of a failure to satisfy
the conditions set forth in items (ii), (iv) or (v) of Section 7(d)), the
Seller will reimburse any Underwriter, upon demand, for all reasonable
out-of-pocket expenses (including fees and disbursements of counsel)
reasonably incurred by it in connection with the offering of the Notes.
Nothing contained in this Section 11 shall limit the recourse of the Seller
against the Underwriters.
13. Notices. All communications hereunder will be in writing and, if sent to
the Underwriters, will be mailed, delivered or telegraphed and confirmed to
Xxxxxxx Xxxxx Xxxxxx Inc., 000 Xxxxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx
00000 and to XX Xxxxx Securities Corporation, 0000 Xxxxxx xx xxx Xxxxxxxx, 0xx
Xxxxx, Xxx Xxxx, XX 00000, as Representatives of the Several Underwriters; if
sent to the Seller, will be mailed, delivered or telegraphed, and confirmed to
it at CNH Capital Receivables Inc., 000 Xxxxx Xxxxxxxx Xxxx, Xxxx Xxxxxx, XX
00000, Attention: Treasurer; or, if sent to Case Credit, will be mailed,
delivered or telegraphed and confirmed to it at Case Credit Corporation, 000
Xxxx Xxxxxx, Xxxxxx, Xxxxxxxxx 00000, Attention: Treasurer; provided, however,
that any notice to an Underwriter pursuant to Section 8 will be mailed,
delivered or telegraphed and confirmed to such Underwriter. Any such notice
will take effect at the time of receipt.
14. Successors. This Agreement will inure to the benefit of and be binding
upon the parties hereto and their respective successors and the officers and
directors and controlling persons referred to in Section 8, and no other
person will have any right or obligations hereunder. No purchaser of Notes
from any Underwriter shall be deemed to be a successor of such Underwriter
merely because of such purchase.
15. Representation. You will act for the several Underwriters in connection
with the transactions contemplated by this Agreement, and any action under
this Agreement taken by you will be binding upon all the Underwriters.
16. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all such
counterparts shall together constitute one and the same Agreement.
17. Applicable Law. This Agreement will be governed by, and construed in
accordance with, the laws of the State of New York.
25
Underwriting Agreement
Signature Page
---------------
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 among the Seller, Case Credit
and the several Underwriters in accordance with its terms.
Very truly yours,
CNH CAPITAL RECEIVABLES INC.,
By: /s/ Xxxxx X'Xxxxx
----------------------------------
Name: Xxxxx X'Xxxxx
Title: Assistant Treasurer
CASE CREDIT CORPORATION,
By: /s/ Xxxxx X'Xxxxx
----------------------------------
Name: Xxxxx X'Xxxxx
Title: Assistant Treasurer
The foregoing Underwriting
Agreement is hereby confirmed
and accepted as of the
date first written above.
XXXXXXX XXXXX XXXXXX INC.
on behalf of itself and as Representative
of the several Underwriters,
By: /s/ Xxxxx Xxxxxxxxx
----------------------------------------
Name: Xxxxx Xxxxxxxxx
Title: Vice President
XX XXXXX SECURITIES CORPORATION
on behalf of itself and as Representative
of the several Underwriters,
By: /s/ Xxxx Xxxxxxx
----------------------------------------
Name: Xxxx Xxxxxxx
Title: Managing Director
26
SCHEDULE I
CNH EQUIPMENT TRUST 2002-B
OFFERED SECURITY PRINCIPAL XXXXX XXXXX
A-1 Notes
Xxxxxxx Xxxxx Xxxxxx Inc. $108,000,000.00 99.90000%
XX Xxxxx Securities Corporation $108,000,000.00 99.90000%
Banc of America Securities LLC $ 13,500,000.00 99.90000%
Deutsche Bank Securities Inc. $ 13,500,000.00 99.90000%
X.X. Xxxxxx Securities Inc. $ 13,500,000.00 99.90000%
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated $ 13,500,000.00 99.90000%
A-2 Notes
Xxxxxxx Xxxxx Xxxxxx Inc. $108,000,000.00 99.86728%
XX Xxxxx Securities Corporation $108,000,000.00 99.86728%
Banc of America Securities LLC $ 13,500,000.00 99.86728%
Deutsche Bank Securities Inc. $ 13,500,000.00 99.86728%
X.X. Xxxxxx Securities Inc. $ 13,500,000.00 99.86728%
Xxxxxxx Xxxxx, Xxxxxx, Xxxxxx & Xxxxx
Incorporated $ 13,500,000.00 99.86728%
A-3 Notes
Xxxxxxx Xxxxx Xxxxxx Inc. $122,000,000.00 99.78000%
XX Xxxxx Securities Corporation $122,000,000.00 99.78000%
Banc of America Securities LLC $ 15,250,000.00 99.78000%
Deutsche Bank Securities Inc. $ 15,250,000.00 99.78000%
X.X. Xxxxxx Securities Inc. $ 15,250,000.00 99.78000%
Xxxxxxx Lynch, Xxxxxx, Xxxxxx & Xxxxx
Incorporated $ 15,250,000.00 99.78000%
A-4 Notes
Xxxxxxx Xxxxx Xxxxxx Inc. $ 74,500,000.00 99.74000%
XX Xxxxx Securities Corporation $ 74,500,000.00 99.74000%
Banc of America Securities LLC $ 9,312,500.00 99.74000%
Deutsche Bank Securities Inc. $ 9,312,500.00 99.74000%
X.X. Xxxxxx Securities Inc. $ 9,312,500.00 99.74000%
Xxxxxxx Lynch, Xxxxxx, Xxxxxx & Xxxxx
Incorporated $ 9,312,500.00 99.74000%
27
B Notes
Xxxxxxx Xxxxx Xxxxxx Inc. $17,875,000.00 99.59185%
XX Xxxxx Securities Corporation $17,875,000.00 99.59185%
28
