Exhibit
10.3


 


EXECUTION VERSION


 


 




 


 





VARIABLE
FUNDING NOTE PURCHASE AGREEMENT


 


among


 


 


SSCE FUNDING,
LLC,

as Issuer,


 


BARTON CAPITAL
LLC,

as the Conduit Purchaser,


 


SOCIETE
GENERALE,


as Agent for
the Purchasers,


 


and


 


THE FINANCIAL
INSTITUTIONS FROM TIME TO TIME PARTIES HERETO,

as Committed Purchasers


 


dated as of November 23,
2004


 


$125,000,000
VARIABLE FUNDING NOTE,

SERIES 2004-2


 




 





 





















 


TABLE OF
CONTENTS


 


	
  ARTICLE I

  
	
  DEFINITIONS

  
	
   

  	
   

  	
   

  
	
  SECTION 1.01

  	
  Certain Defined Terms

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 1.02

  	
  Other Definitional Provisions

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE II

  
	
  PURCHASE
  AND SALE

  
	
   

  	
   

  	
   

  
	
  SECTION 2.01

  	
  Purchase and Sale of the VFN

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 2.02

  	
  Initial Purchase Price

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 2.03

  	
  Increases

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 2.04

  	
  Fees

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 2.05

  	
  Reduction of Maximum Principal Amount

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 2.06

  	
  Calculation of Series 2004-2 Monthly
  Interest

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 2.07

  	
  Benefits of Transaction Documents

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 2.08

  	
  Broken Funding

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE III

  
	
  CLOSING

  
	
   

  	
   

  	
   

  
	
  SECTION 3.01

  	
  Closing

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 3.02

  	
  Transactions to be Effected at the Closing

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV

  
	
  CONDITIONS
  PRECEDENT TO PURCHASE ON THE CLOSING DATE

  
	
   

  	
   

  	
   

  
	
  SECTION 4.01

  	
  Performance by SSCE Entities

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 4.02

  	
  Representations and Warranties

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 4.03

  	
  Corporate Documents

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 4.04

  	
  Opinions of Counsel

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 4.05

  	
  Opinions of Counsel to the Indenture
  Trustee

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 4.06

  	
  Reports

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 4.07

  	
  Financing Statements

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 4.08

  	
  Documents

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 4.09

  	
  VFN

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 4.10

  	
  No Actions or Proceedings

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 4.11

  	
  Approvals and Consents

  	
   

  



 


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  SECTION 4.12

  	
  Officer’s Certificates

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 4.13

  	
  Accounts

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 4.14

  	
  Expenses

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 4.15

  	
  Liens

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 4.16

  	
  Arrangement Fee

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 4.17

  	
  Rating Agency Letters

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 4.18

  	
  Other Information, Certificates, Documents
  and Opinions

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE V

  
	
  REPRESENTATIONS AND WARRANTIES OF THE
  ISSUER

  
	
   

  	
   

  	
   

  
	
  SECTION 5.01

  	
  Representations and Warranties of the
  Issuer

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 5.02

  	
  Reaffirmation of Representations and
  Warranties by the Issuer

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI

  
	
  REPRESENTATIONS
  AND WARRANTIES WITH RESPECT TO THE AGENT AND THE PURCHASERS

  
	
   

  	
   

  	
   

  
	
  SECTION 6.01

  	
  Securities Laws; Transfer Restrictions

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 6.02

  	
  Enforceability

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII

  
	
  COVENANTS

  
	
   

  	
   

  	
   

  
	
  SECTION 7.01

  	
  Monthly Report and Daily Report; Notice of
  Adverse Events

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 7.02

  	
  Modifications to Transaction Documents

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 7.03

  	
  Expenses

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 7.04

  	
  Comfort Letters; Additional Series

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 7.05

  	
  Reorganizations and Transfers

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 7.06

  	
  Further Assurances

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII

  
	
  INDEMNIFICATION

  
	
   

  	
   

  	
   

  
	
  SECTION 8.01

  	
  Indemnification

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 8.02

  	
  Increased Costs

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 8.03

  	
  Increased Capital

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 8.04

  	
  Indemnity for Taxes

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 8.05

  	
  Other Costs, Expenses and Related Matters

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 8.06

  	
  Limitation on Recourse

  	
   

  



 


ii





















 


	
  ARTICLE IX

  
	
  THE
  AGENT

  
	
   

  	
   

  	
   

  
	
  SECTION 9.01

  	
  Authorization and Action

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 9.02

  	
  Agent’s Reliance, Etc

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 9.03

  	
  Agent and Affiliates

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 9.04

  	
  Indemnification

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 9.05

  	
  Purchase Decision

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 9.06

  	
  Successor Agent

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE X

  
	
  MISCELLANEOUS

  
	
   

  	
   

  	
   

  
	
  SECTION 10.01

  	
  Amendments

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 10.02

  	
  Notices

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 10.03

  	
  No Waiver; Remedies

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 10.04

  	
  Binding Effect; Assignability

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 10.05

  	
  Confidentiality

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 10.06

  	
  GOVERNING LAW

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 10.07

  	
  Wavier of Trial by Jury

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 10.08

  	
  No Proceedings

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 10.09

  	
  Execution in Counterparts

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 10.10

  	
  No Recourse

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 10.11

  	
  Survival

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 10.12

  	
  Agent Conflict Waiver

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 10.13

  	
  Recourse

  	
   

  
	
   

  	
   

  	
   

  
	
  EXHIBIT A

  	
  Form of Notice of Increase

  	
   

  
	
  EXHIBIT B

  	
  Form of Issuer’s Officer’s Certificate

  	
   

  
	
  EXHIBIT C

  	
  Form of Transfer Supplement

  	
   

  
	
   

  	
   

  	
   

  
	
  SCHEDULE I

  	
  Addresses for Notices

  	
   

  
	
  SCHEDULE II

  	
  Trade Names

  	
   

  
				



 


iii





















 


THIS VARIABLE FUNDING
NOTE PURCHASE AGREEMENT (as amended, restated, supplemented or otherwise
modified from time to time, this “Agreement”) is dated as of November 23,
2004, among SSCE Funding, LLC (the “Issuer”),
the Conduit Purchaser, the Agent and the Committed Purchasers from time to time
party hereto.


 


The parties hereto agree
as follows:


 


RECITALS


 


WHEREAS, the Issuer will
issue the variable funding note pursuant to a Master Indenture, dated as of the
date hereof (as amended, restated, supplemented or otherwise modified from time
to time, the “Master Indenture”), between the Issuer and Deutsche Bank
Trust Company Americas, as indenture trustee (in such capacity, together with
its successors and assigns in such capacity, the “Indenture
Trustee”), as supplemented by the Series 2004-2 Indenture Supplement
to Master Indenture, dated as of the date hereof, between the Issuer and the
Indenture Trustee (as amended, restated, supplemented or otherwise modified
from time to time, the “Series Supplement”,
and together with the Master Indenture, the “Indenture”);
and


 


WHEREAS, the Conduit
Purchaser desires to acquire such variable funding note and to make advances
from time to time hereunder, and the Committed Purchaser is committed to
acquire the variable funding note and to make advances from time to time
hereunder.


 


NOW, THEREFORE, for full
and fair consideration, the parties hereto agree as follows:


 


ARTICLE I



DEFINITIONS


 


SECTION 1.01  Certain Defined Terms.  Capitalized terms used herein without
definition shall have the meanings set forth in the Series Supplement, and, if
not defined therein, shall have the meanings set forth in the Master
Indenture.  Additionally, the following
terms shall have the following meanings:


 


“Act” means the Securities Act of 1933, as
amended.


 


“Additional Amounts” means all amounts owed by
the Issuer pursuant to Section 2.04 and Article VIII hereof, plus
Breakage Amounts.


 


“Affected Party”
has the meaning specified in Section 8.02 hereof.


 


“Agent” means Société Générale, in its
capacity as Agent for the Purchasers.


 


“Agent Roles” has the meaning specified in Section 10.12
hereof.


 


“Aggregate Purchaser Funded Amount” means, on
any date of determination an amount equal to (a) the Initial Purchase
Price, plus (b) the aggregate
amount of all Increases made prior to such date of determination, minus (c) the aggregate amount of
principal payments


 





















 


(including,
without limitation, any Decreases) in respect of the VFN made to and received
by or on behalf of the Purchasers prior to such date.


 


“Asset Purchase Agreement” shall mean, the
asset purchase agreement, liquidity asset purchase agreement, stand-by purchase
agreement or other similar agreement pursuant to which any bank or group of
banks or financial institutions agrees to purchase or make loans secured by (or
otherwise advance funds against) all or any portion of the Conduit Purchaser’s
interest in the VFN in order to support the Conduit Purchaser’s repayment of
the Commercial Paper issued to fund or maintain such interest.


 


“Assignment and Acceptance” means an
assignment and acceptance agreement entered into by a Purchaser, a permitted
assignee and the Agent for such Purchaser, pursuant to which such assignee may
become a party to this Agreement.


 


“Blended Rate” shall mean, with respect to any
Funding Tranche funded or maintained through the issuance of Commercial Paper,
the rate equivalent to the weighted average of (i) the weighted average of
the discount rates on all of the Conduit Purchaser’s Commercial Paper issued at
a discount and outstanding during the related Fixed Period, converted to an
annual yield-equivalent rate on the basis of a 360-day year, which rates shall
include dealer fees and commissions and (ii) the weighted average of the
annual interest rates payable on all interest-bearing Commercial Paper
outstanding during the related Fixed Period, on the basis of a 360-day year,
which rates shall include dealer fees and commissions; provided, that to
the extent that the VFN (or any portion thereof) is funded by a specific
issuance of Commercial Paper, the “Blended Rate” shall equal the rate or
weighted average of the rates applicable to such issuance.


 


“Breakage Amounts” has the meaning specified
in Section 2.08 hereof.


 


“Closing” has the meaning specified in Section 3.01
hereof.


 


“Closing Date” has the meaning specified in Section 3.01
hereof.


 


“Commercial Paper” shall mean the short-term
promissory notes of the Conduit Purchaser (or a Conduit Assignee) issued by the
Conduit Purchaser (or a Conduit Assignee) in the United States commercial paper
market.


 


“Committed Purchasers”
means Barton Capital LLC and each of its assigns (with respect to its
commitment to make Increases) that shall become a party to this Agreement
pursuant to Section 10.04 hereof.


 


“Conduit Assignee” shall mean any special
purpose vehicle issuing indebtedness in the United States commercial paper
market.


 


“Conduit Purchaser” means Barton Capital LLC
and any of its permitted assigns that is a Conduit Assignee.


 


“CP Rate” for any Fixed Period for any Funding
Tranche means, to the extent the Conduit Purchaser funds such Funding Tranche
for such Fixed Period by issuing Commercial


 


2





















 


Paper, either the
Match-Funding Rate or the Blended Rate, as determined by the Agent in its sole
discretion.


 


“Decrease” shall have the meaning assigned to
such term in the Series Supplement.


 


“Federal Reserve Board” means the Board of
Governors of the Federal Reserve System, or any entity succeeding to any of its
principal functions.


 


“Fee Letter” means the letter or letters,
dated November 23, 2004, between the Issuer, Smurfit-Stone and the Agent
setting forth certain fees payable in connection with the purchase of the VFN
by the Agent for the benefit of the Purchasers.


 


“Fixed Period” means, with respect to a
Funding Tranche, a period selected by the Agent in its sole discretion; provided, that


 


(i)                                     any
Fixed Period with respect to any Funding Tranche not funded by the issuance of
Commercial Paper shall be the period from and including the initial funding thereof
to be excluding the next Payment Date and thereafter the Accrual Period;


 


(ii)                                  any
Fixed Period with respect to any Funding Tranche funded by the issuance of
Commercial Paper will not be for a term of more than 90 days; and


 


(iii)                               any
Fixed Period in respect of which interest is computed by reference to the CP
Rate may be terminated at the election of, and upon notice thereof to the
Issuer by, the Agent any time, in which case the Funding Tranche allocated to
such terminated Fixed Period shall be allocated to a new Fixed Period and shall
accrue interest at the VFN Rate (determined by reference to the One-Month
LIBOR).


 


“Funding Tranche” means one or more portions
of the Aggregate Purchaser Funded Amount used to fund or maintain the VFN that
accrue interest by reference to different interest rates.


 


“Governmental Actions” means any and all
consents, approvals, permits, orders, authorizations, waivers, exceptions,
variances, exemptions or licenses of, or registrations, declarations or filings
with, any Governmental Authority required under any Governmental Rules.


 


“Governmental Authority” means the United
States of America, any state or other political subdivision thereof and any
entity exercising executive, legislative, judicial, regulatory or administrative
functions of or pertaining to government and having jurisdiction over the
applicable Person.


 


“Governmental Rules” means any and all laws,
statutes, codes, rules, regulations, ordinances, orders, writs, decrees and
injunctions, of any Governmental Authority and any and


 


3





















 


all legally
binding conditions, standards, prohibitions, requirements and judgments of any
Governmental Authority.


 


“Increase” shall have the meaning assigned to
such term in the Series Supplement.


 


“Increase Amount” means the amount requested
by the Issuer to be funded by the Purchasers on an Increase Date.


 


“Increase Date” means the date on which each
Increase occurs.


 


“Increased Capital” has the meaning set forth
in Section 8.03 hereof.


 


“Increased Costs” has the meaning set forth in
Section 8.02 hereof.


 


“Indemnified Party” means any Purchaser, the
Agent or any of their officers, directors, employees, agents, representatives,
assignees or Affiliates.


 


“Initial Purchase Price” has the meaning
specified in Section 2.02 hereof.


 


“Issuer Indemnified Amounts” has the meaning
specified in Section 8.01(a) hereof.


 


“Interest Period”
means “Accrual Period”, as such term is defined in the Series Supplement.


 


“Liquidity Purchasers” means each of the
purchasers party to the Asset Purchase Agreement.


 


“Match-Funding Rate” for any Fixed Period
means, with respect to any Funding Tranche funded or maintained by the Conduit
Purchaser, to the extent the Conduit Purchaser funds such Funding Tranche for
such Fixed Period by issuing Commercial Paper, a rate per annum equal to the
sum of (i) the rate (or if more than one rate, the weighted average of the
rates) at which Commercial Paper issued to fund such Funding Tranche may be
sold by any placement agent or commercial paper dealer selected by the Agent; provided, that if the rate (or rates) as
agreed between any such agent or dealer and the Agent with regard to any Fixed
Period for such Funding Tranche is a discount rate (or rates), then such rate
shall be the rate (or if more than one rate, the weighted average of the rates)
resulting from converting such discount rate (or rates) to an interest-bearing
equivalent rate per annum, plus (ii)
the commissions and charges charged by such placement agent or commercial paper
dealer with respect to such Notes, expressed as a percentage of such face
amount and converted to an interest-bearing equivalent rate per annum, plus
(iii) any negative carry with respect to payments that, due to timing issues,
cannot be deployed until the following Business Day.  Notwithstanding anything in this Agreement to
the contrary, the Issuer agrees that any amounts payable to the Conduit
Purchaser in respect of Series 2004-2 Monthly Interest for any Fixed Period
with respect to any Funding Tranche funded by the Conduit Purchaser at the
Match-Funding Rate shall include an amount equal to the portion of the face
amount of the outstanding Commercial Paper issued to fund or maintain such
Funding Tranche that corresponds to the portion of the proceeds of such


 


4





















 


Commercial Paper
that was used to pay the interest component of maturing Commercial Paper issued
to fund or maintain such Funding Tranche, to the extent that the Conduit
Purchaser had not received payments of interest in respect of such interest
component prior to the maturity date of such maturing Commercial Paper.  For purposes of the foregoing sentence, the “interest
component” of Commercial Paper equals the excess of the face amount thereof
over the net proceeds received by the Conduit Purchaser from the issuance of
Commercial Paper, except that if such Commercial Paper is issued on an
interest-bearing basis its “interest-component” will equal the amount of
interest accruing on such Commercial Paper through its maturity.


 


“Notice of Increase” means a written notice of
an Increase in form and substance substantially similar to Exhibit A
hereto, signed by the Issuer and delivered to the Agent and the Indenture
Trustee.


 


“Purchase Expiration Date” means the date on
which the Series 2004-2 Amortization Period commences under the Series
Supplement.


 


“Purchaser Percentage” of any Committed
Purchaser means (a) with respect to Barton Capital LLC, as the Committed
Purchaser, the percentage set forth on the signature page to this Agreement as
changed by each Assignment and Acceptance entered into with an assignor or
assignee, as the case may be, or (b) with respect to a Committed Purchaser that
has entered into an Assignment and Acceptance, the percentage set forth therein
as such Purchaser’s Purchaser Percentage, or such percentage as changed by each
Assignment and Acceptance entered into between such Committed Purchaser and an
assignor or assignee.


 


“Purchasers” means, the Conduit Purchaser and
the Committed Purchasers.


 


“Reduction” has the meaning specified in Section 2.05
hereof.


 


“SSCE Entity”
means the Issuer, any Seller, Smurfit-Stone, in its individual capacity and as
the Servicer and any other Person party to the Transaction Documents that is an
affiliate of any of the foregoing.


 


“Series Supplement”
has the meaning set forth in the recitals to this Agreement.


 


“VFN” means the Series 2004-2 Notes.


 


SECTION 1.02  Other Definitional Provisions.  (a) 
All terms defined in this Agreement shall have the meanings defined
herein when used in any certificate or other document made or delivered
pursuant hereto unless otherwise defined therein.


 


(b)                                 As
used herein and in any certificate or other document made or delivered pursuant
hereto or thereto, accounting terms not defined in Section 1.01, and
accounting terms partially defined in Section 1.01 to the extent not
defined, shall have the respective meanings given to them under GAAP.  To the extent that the definitions of
accounting terms herein are inconsistent with the meanings of such terms under
generally accepted accounting principles, the definitions contained herein
shall control.


 


5





















 


(c)                                  The
words “hereof,” “herein” and “hereunder” and words of similar import when used
in this Agreement shall refer to this Agreement as a whole and not to
any particular provision of this Agreement; and Section, subsection, Schedule and
Exhibit references contained in this Agreement are references to Sections,
subsections, the Schedules and Exhibits in or to this Agreement unless
otherwise specified.


 


(d)                                 For
purposes of clarification, the term “Transaction Documents” shall include,
without limitation, this Agreement, the VFN and each Indenture Supplement.


 


ARTICLE II



PURCHASE AND SALE


 


SECTION 2.01  Purchase and Sale of the VFN.  On the terms and subject to the conditions
set forth in this Agreement, and in reliance on the covenants, representations,
warranties and agreements herein set forth, the Issuer shall offer to sell to
the Agent, on behalf of the Purchasers, and the Agent (i) may on behalf of
the Conduit Purchaser or (ii) if the Conduit Purchaser elects not to make
the purchase thereof at such time shall, on behalf of the Committed Purchaser,
purchase at the Closing, the VFN in an initial outstanding principal amount
equal to the Initial Note Principal Balance.


 


SECTION 2.02  Initial Purchase Price.  The VFN is to be purchased at a price (the “Initial Purchase Price”) equal to 100% of its
Initial Note Principal Balance.


 


SECTION 2.03  Increases.  (a) 
Subject to the terms and conditions of this Agreement and the Series
Supplement, from time to time prior to the Purchase Expiration Date upon
receipt by the Agent and the Indenture Trustee of a Notice of Increase, (i) the
Agent, on behalf of the Conduit Purchaser, and in the sole and absolute
discretion of the Conduit Purchaser, may make Increases and (ii) if, the
Conduit Purchaser elects not to make an Increase, each Committed Purchaser
severally agrees to fund its respective Purchaser Percentages of such Increase;
provided, however,
that no Committed Purchaser shall be required to fund a portion of any Increase
if, after giving effect thereto, (A) its Purchaser Percentage times the
Aggregate Purchaser Funded Amount would exceed its Purchaser Percentage times
the Maximum Principal Amount or (B) if such Committed Purchaser is a Liquidity
Purchaser, without double counting, its Purchaser Percentage times the
Aggregate Purchaser Funded Amount plus its Purchaser’s Interest (as defined in
the Asset Purchase Agreement) as a Liquidity Purchaser under the Asset Purchase
Agreement would exceed its Purchaser Percentage times the Maximum Principal
Amount.


 


(b)                                 Each
Increase hereunder shall be subject to the further conditions precedent that:


 


(i)                                     The
Agent will have received copies of each of the Monthly Report and Daily Report,
in each case, most recently required to have been delivered under the Series
Supplement;


 


(ii)                                  Each
of the representations and warranties of each SSCE Entity made in the
Transaction Documents to which it is a party shall be true and correct as of


 


6





















 


the applicable
Increase Date (except to the extent they expressly relate to an earlier or
later time);


 


(iii)                               Each
SSCE Entity shall be in compliance with its respective covenants contained in
the Transaction Documents;


 


(iv)                              Such
Increase and the application of the proceeds thereof shall not result in the
occurrence of (1) a Pay-Out Event for any Series, a Servicer Default or an
Event of Default, or (2) an event or occurrence, which, with the passing of
time or the giving of notice thereof, or both, would become a Pay-Out Event for
any Series, a Servicer Default or an Event of Default; and;


 


(v)                                 The
Purchase Expiration Date shall not have occurred;


 


(vi)                              Immediately
prior to and after giving effect to such Increase, the Series 2004-2 Allocated Receivables
Amount shall equal or exceed the Series 2004-2 Target Receivables Amount; and


 


(vii)                           The
Agent and the Indenture Trustee shall have received a completed Notice of
Increase with respect to such proposed Increase, in accordance with Section 3.3(a)(ii)
of the Series Supplement;


 


(c)                                  Each
Increase of the VFN shall be requested in an aggregate principal amount of
$250,000 and integral multiples of $100,000 in excess thereof; provided,
that an Increase may be requested in the entire remaining Maximum Principal
Amount.


 


(d)                                 The
purchase price of each Increase shall be equal to 100% of the Increase Amount,
and shall be paid not later than 3:00 p.m. (New York City time) on the
Increase Date by wire transfer of immediately available funds to such account
as may from time to time be specified by the Issuer in a written notice to the
Agent.


 


(e)                                  All
conditions set forth in Section 3.3(b) of the Series Supplement, to the
extent applicable, shall have been satisfied at such time.


 


SECTION 2.04    Fees.  The Issuer shall pay to the Agent for the
benefit of the applicable Purchasers as and when due and in accordance with the
provisions for payment set forth in Article V of the Series Supplement,
each of the following fees:


 


(i)                                     Each
Purchaser shall be entitled to receive a fee with respect to each Interest
Period (or portion thereof) (the “Utilization Fee”) which shall accrue
on each day during such Interest Period in the amount calculated as such for
such Interest Period in the Fee Letter.


 


(ii)                                  Each
Committed Purchaser shall be entitled to receive a fee with respect to each
Interest Period (or portion thereof) (the “Unused Fee”) which shall
accrue on each day during such Interest Period in the amount calculated as such
for such Interest Period in the Fee Letter.


 


7





















 


SECTION 2.05  Reduction of Maximum Principal Amount.  (a)  On
any Payment Date during the Revolving Period, upon the written request of the
Issuer, the Maximum Principal Amount may be permanently reduced, in full or in
part (a “Reduction”), by the Issuer; provided that the Issuer shall have given the
Agent and the Indenture Trustee irrevocable written notice (effective upon
receipt) of the amount of such Reduction prior to 10:00 a.m. (New York City
time) on a Business Day that is at least sixty (60) days prior to the date that
such Reduction is to become effective; provided,
further, that any such Reduction shall
be in an amount equal to $10,000,000 or integral multiples of $5,000,000 in
excess thereof; and provided, further, that no Reduction may cause the
Maximum Principal Amount to be lower than the greater of (i) the Outstanding Principal
Balance and (ii) in the case of any partial Reduction, $100,000,000.


 


(b)                                 The
Issuer shall pay the Agent and the applicable Purchasers any accrued and unpaid
fees, costs and expenses on the date of any such Reduction with respect to the
reduction amount.


 


SECTION 2.06  Calculation of Series 2004-2 Monthly
Interest.  (a)  On the Business Day prior to each Settlement
Date, the Agent shall calculate, for the applicable Interest Period, the
aggregate Series 2004-2 Monthly Interest for each Funding Tranche (such Series
2004-2 Monthly Interest to be calculated using the VFN Note Rate, if necessary,
for the remaining days in such Interest Period).


 


(b)                                 The
Issuer agrees to pay, and the Issuer agrees to instruct the Servicer and the
Indenture Trustee to pay, all amounts payable by it with respect to the VFN,
this Agreement and the Series Supplement to the account designated by the
Agent.  All such amounts shall be paid no
later than 3:00 p.m. (New York City time) on the day when due as determined in
accordance with this Agreement, the Indenture and the other Transaction
Documents, in Dollars in immediately available funds.  Amounts received after that time shall be
deemed to have been received on the next Business Day and shall bear interest
at 2% per annum above the VFN Rate (determined by reference to the One-Month
LIBOR) then in effect, which interest shall be payable on demand.


 


SECTION 2.07  Benefits of Transaction Documents.  Each SSCE Party hereby acknowledges and
confirms that each representation, warranty, covenant and agreement made by it
under any Transaction Document to which it is a party shall also be for the
benefit and security of the Purchasers and the Agent.


 


SECTION 2.08  Broken Funding.  In the event of (i) the payment of any
principal of any Funding Tranche other than on the last day of the Fixed Period
applicable thereto (including as a result of the occurrence of the commencement
of the Series 2004-2 Amortization Period or an optional prepayment of a Funding
Tranche), or (ii) any failure to borrow, continue or prepay any Funding Tranche
on the date specified in any notice delivered pursuant hereto, then, in any
such event, the Issuer shall compensate the applicable Purchaser for the loss,
cost and expense attributable to such event. 
Such loss, cost or expense to any such Purchaser shall be deemed to
include an amount (the “Breakage Amount”)
determined by such Purchaser (or the Agent) to be the excess, if any, of (i)
the amount of interest which would have accrued on the principal amount of such
Funding Tranche had such event not occurred, at the interest rate that would
have been applicable to such Funding Tranche, for the period from the date of
such event


 


8





















 


to the
last day of the Fixed Period (or, in the case of a failure to borrow for the
period that would have been the related Fixed Period), over (ii) the amount of
interest which would be obtainable upon redeployment or reinvestment of an
amount of funds equal to such Funding Tranche for such period.  A certificate of any Purchaser incurring any
loss, cost or expense as a result of any of the events specified in this Section 2.08
and setting forth any amount or amounts that such Purchaser is entitled to
receive pursuant to this Section 2.08 and the reason(s) therefor shall be
delivered to the Issuer by the Agent and shall include reasonably detailed
calculations and shall be conclusive absent manifest error.  The Issuer shall pay to the related Agent on
behalf of each such Purchaser the amount shown as due on any such certificate
on the first Payment Date which is not less than three Business Days after
receipt thereof.


 


ARTICLE III



CLOSING


 


SECTION 3.01  Closing.  The closing (the “Closing”)
of the purchase and sale of the VFN shall take place on or about 10:00 a.m. on November 23,
2004 or if the conditions to closing set forth in Article IV of this
Agreement shall not have been satisfied or waived by such date, as soon as
practicable after such conditions shall have been satisfied or waived, or at
such other time, date and place as the parties hereto shall agree upon (the
date of the Closing being referred to herein as the “Closing
Date”).


 


SECTION 3.02  Transactions to be Effected at the Closing.  At the Closing, the Issuer shall deliver the
VFN to the Agent in satisfaction of the Issuer’s obligation to the Agent
hereunder.


 


ARTICLE IV



CONDITIONS PRECEDENT TO

PURCHASE ON THE CLOSING DATE


 


The purchase by the Agent
on behalf of the Purchasers of the VFN is subject to the satisfaction at the time
of the Closing of the following conditions (any or all of which may be waived
in writing by the Agent in its sole discretion):


 


SECTION 4.01  Performance by SSCE Entities.  All the terms, covenants, agreements and
conditions of the Transaction Documents to be complied with and performed by
the SSCE Entities at or before the Closing shall have been complied with and
performed.


 


SECTION 4.02  Representations and Warranties.  Each of the representations and warranties of
each SSCE Entity made in the Transaction Documents to which it is a party shall
be true and correct as of the time of the Closing (except to the extent they
expressly relate to an earlier or later time).


 


SECTION 4.03  Corporate Documents.  The Agent shall have received copies of the
(i) Certificate of Incorporation (or certificate of formation, as applicable),
good standing certificate and By-Laws (or operating agreement or limited
liability company agreement, as applicable) of each SSCE Entity, (ii)
resolutions from the Board of Directors (or other governing


 


9





















 


body,
as applicable) of each SSCE Entity with respect to the Transaction Documents to
which it is a party, and (iii) incumbency certificate of each SSCE Entity, each
certified by appropriate corporate authorities.


 


SECTION 4.04  Opinions of Counsel.  The Agent shall have received favorable
opinions from counsel to each of the SSCE Entities, dated as of the Closing
Date and addressed to the Agent and each Purchaser, and reasonably satisfactory
in form and substance to the Agent and its counsel, as to such matters
(including without limitation, general corporate matters, certain bankruptcy
matters, UCC perfection and priority matters and enforceability matters) as the
Agent and its counsel may reasonably request, or any other matters required to
be covered by any Rating Agency.


 


SECTION 4.05  Opinions of Counsel to the Indenture
Trustee.  The Agent shall have
received favorable opinions with respect to the Indenture Trustee, dated as of
the Closing Date and addressed to the Agent and each Purchaser, and reasonably
satisfactory in form and substance to the Agent and its counsel, as to such
matters as the Agent and its counsel may reasonably request, or any other
matters required to be covered by any Rating Agency.


 


SECTION 4.06  Reports.  The Agent shall have received a copy of the
most recent Monthly Report and the most recent Daily Report, in each case prior
to Closing.


 


SECTION 4.07  Financing Statements.  The Agent shall have received evidence
satisfactory to it of the completion of all recordings, registrations, notices
and filings as may be necessary or, in the opinion of the Agent, desirable to
perfect or evidence the sale by each Seller to the Issuer of their respective
ownership interests in the Receivables and the related SA Transferred Assets
and the proceeds thereof and the security interest granted to the Indenture
Trustee pursuant to the Indenture, including, without limitation:


 


Acknowledgment copies of
all UCC financing statements and assignments that have been filed in the
offices of the Secretary of State of the applicable states and in the
appropriate office or offices of such other locations as may be specified in
the opinions of counsel delivered pursuant to Section 4.04 hereof.


 


SECTION 4.08  Documents.  The Agent shall have received a duly executed
counterpart of each of the Transaction Documents and each and every document or
certification delivered by any party in connection with any of such agreements,
and each such document shall be in full force and effect.


 


SECTION 4.09  VFN. 
The Agent shall have received an executed VFN being purchased by the
Agent on behalf of the Purchasers, registered in the name of the Agent, as
agent for the Purchasers.


 


SECTION 4.10  No Actions or Proceedings.  No action, suit, proceeding or investigation
by or before any Governmental Authority shall have been instituted to restrain
or prohibit the consummation of, or to invalidate, the transactions
contemplated by the Transaction Documents and the documents related thereto.


 


10





















 


SECTION 4.11  Approvals and Consents.  All Governmental Actions of all Governmental
Authorities required with respect to the transactions contemplated by the
Transaction Documents and the other documents related thereto shall have
been obtained or made.


 


SECTION 4.12  Officer’s Certificates.  The Agent shall have received Officer’s
Certificates from each SSCE Entity in form and substance reasonably
satisfactory to the Agent and its counsel, dated as of the Closing Date,
certifying as to the satisfaction of the conditions set forth in Sections 4.01
and 4.02 hereof with respect to such SSCE Entity.  With respect to the Issuer, the Issuer’s
Officer’s Certificate shall be in the form of Exhibit B.


 


SECTION 4.13  Accounts.  The Agent shall have received evidence that
the Series Accounts for Series 2004-2 have been established in accordance with
the terms of the Indenture.


 


SECTION 4.14  Expenses.  Costs and expenses of the Agent and the
Purchasers accrued and payable under Section 8.05, including all accrued
attorneys’ fees, costs and expenses shall have been paid.


 


SECTION 4.15  Liens. 
The Agent shall have received search reports showing that no Liens exist
on any Collateral, other than (i) Liens in favor of (or appropriately
assigned to) the Indenture Trustee, (ii) Permitted Encumbrances, and (iii)
Liens for which releases or acceptable assignments or other amendments have
been delivered to the Indenture Trustee.


 


SECTION 4.16  Arrangement Fee.  The fees due on the Closing Date (as
specified in the Fee Letter), and all other expenses of the Agent or the
Purchasers (including reasonable attorneys’ fees and expenses) shall have been
paid.


 


SECTION 4.17  Rating Agency Letters.  The Agent shall have received evidence
satisfactory to it that (i) the Series 2004-2 Notes shall be rated “Aa2” by
Moody’s Investors Service, Inc. (“Moody’s”)
and “AA” by Standard & Poor’s Ratings Services, a division of The
McGraw-Hill Companies, Inc. and (ii) to the extent required by the Conduit
Purchaser’s commercial paper program, a letter from each Rating Agency rating
the Conduit Purchaser’s Commercial Paper confirming its rating of the Conduit
Purchaser’s Commercial Paper or that such rating will not be withdrawn or
downgraded after giving effect to this Agreement and the transactions
contemplated hereby.


 


SECTION 4.18  Other Information, Certificates, Documents
and Opinions.  The SSCE Entities
shall have furnished to the Agent such other information, certificates,
documents and opinions as the Agent may reasonably request.


 


ARTICLE V



REPRESENTATIONS AND WARRANTIES OF THE ISSUER


 


SECTION 5.01  Representations and Warranties of the
Issuer.  The Issuer hereby represents
and warrants to the Agent and each Purchaser that:


 


11





















 


(a)                                  Organization
and Good Standing.  The Issuer is
duly organized, validly existing and in good standing under the laws of the
jurisdiction of its organization, has all requisite corporate power and
authority to carry on its business as now conducted and, except where the
failure to do so, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect, is qualified to do business
in, and is in good standing in, every jurisdiction where such qualification is
required and has the corporate power and authority to execute, deliver and
perform each of the Transaction Documents and each agreement or instrument
contemplated hereby or thereby to which it is or will be a party.


 


(b)                                 Due
Authorization.  The execution and
delivery of this Agreement, the other Transaction Documents to which it is a
party, and the consummation of the transactions provided for herein and therein
have been duly authorized by the Issuer by all necessary limited liability
company action on the part of the Issuer.


 


(c)                                  Binding
Obligation.  Each of this Agreement
and the other Transaction Documents to which it is a party has been duly
executed and delivered by it and constitutes a legal, valid and binding
obligation of it enforceable against it in accordance with its terms, except as
enforceability may be limited by bankruptcy, insolvency, moratorium,
reorganization or other similar laws affecting creditors’ rights generally and
except as enforceability may be limited by general principles of equity,
regardless of whether such enforceability is considered in a proceeding in
equity or at law.


 


(d)                                 No
Violation.  The execution and
delivery of this Agreement and the other Transaction Documents to which the
Issuer is a party, the performance of the transactions contemplated hereby and
thereby, and the fulfillment of the terms hereof and thereof will not conflict
with, violate, result in any breach of any of the terms and provisions of, or
constitute (with or without notice or lapse of time or both) a default under,
any Requirement of Law applicable to Issuer or any indenture, contract,
agreement, mortgage, deed of trust, or other instrument to which the Issuer is
a party or by which it or its properties is bound.


 


(e)                                  No
Proceedings.  There are no
proceedings or investigations pending or, to the best knowledge of the Issuer,
threatened against the Issuer, before any Governmental Authority (i) asserting
the invalidity of this Agreement or any other Transaction Document,
(ii) seeking to prevent the consummation of any of the transactions
contemplated by this Agreement or any other Transaction Document, (iii) seeking
any determination or ruling that, if determined adversely to the Issuer, would,
in the reasonable judgment of the Issuer, materially and adversely affect the
performance by the Issuer of its obligations under this Agreement or any other
Transaction Document or (iv) seeking any determination or ruling that, if
determined adversely to the Issuer, could materially and adversely affect the
validity or enforceability of this Agreement or any other Transaction Document.


 


(f)                                    All
Consents Required.  The execution,
delivery and performance by it of this Agreement and each of the other
Transaction Documents to which it is a party, and the consummation of the
transactions contemplated by any of the foregoing (a) do not require any
consent or approval of, registration or filing with, or any other action by,
any Governmental Authority, except such as have been obtained or made and are
in full force and effect, (b) will not violate the certificate of
incorporation, by-laws or other organizational documents of it or any


 


12





















 


order
of any Governmental Authority, and (c) will not result in the creation or
imposition of any Lien on any of its assets.


 


(g)                                 Perfection.  (i) Immediately preceding the Closing Date
and the date of each Increase, the Issuer shall be the owner of all of the
Receivables and Transferred Assets and proceeds with respect thereto, free and
clear of all Adverse Claims.  On or prior
to the Closing Date and the date of each Increase, all financing statements and
other documents required to be recorded or filed in order to perfect and
protect the assets of the Issuer against all creditors (other than the
Indenture Trustee and the Noteholders) of, and purchasers (other than the
Indenture Trustee and the Noteholders) from, the Issuer and each Seller will
have been (or will be within 10 days of the Closing Date) duly filed in each
filing office necessary for such purpose, and all filing fees and taxes, if
any, payable in connection with such filings shall have been (or will be within
10 days of the Closing Date) paid in full;


 


(ii)                                  the
Indenture constitutes a valid grant of a security interest to the Indenture
Trustee for the benefit of the Noteholders and the Indenture Trustee in all
right, title and interest of the Issuer in the Collateral and proceeds with
respect thereto, now existing or hereafter created or acquired.  Accordingly, to the extent the UCC applies
with respect to the perfection of such security interest, upon the filing of
any financing statements described in Article IV hereof, the Indenture
Trustee shall have a first priority perfected security interest in such
property and the proceeds thereof (to the extent provided in Section 9-315
of the UCC), subject to Permitted Encumbrances and, to the extent the UCC does
not apply to the perfection of such security interest, all notices filings and
other actions required by all applicable law have been taken to perfect and
protect such security interest or lien against and prior to all Adverse Claims
with respect to the Collateral and proceeds with respect thereto and all other
Collateral.  Except as otherwise
specifically provided in this Agreement and the other Transaction Documents,
neither the Issuer nor any Person claiming through or under the Issuer has any
claim to or interest in any Series Account; and


 


(iii)                               immediately
prior to, and after giving effect to, the initial purchase of the VFN and each
Increase hereunder, (a) the fair saleable value of the assets of the Issuer
will exceed its liabilities and (b) the Issuer will be solvent, will be able to
pay its debts generally as they mature, will own property with a fair saleable
value greater than the amount required to pay its debts and will have capital
sufficient to carry on its business as then constituted.


 


(h)                                 Accuracy
of Information.  All information
contained in this Agreement or the other Transaction Documents furnished prior
to the Closing Date by or on behalf of the Issuer to the Agent, any Purchaser
or any Secured Party for purposes of, or in connection with, this Agreement and
the other Transaction Documents is, and all such information furnished after
the Closing Date by or on behalf of the Issuer (including, without limitation,
the Monthly Reports, the Daily Reports, any other periodic reports and the
Issuer’s financial statements) to the Agent, any Purchaser or any Secured Party
will be, true and accurate, on the date such information is stated or
certified.


 


13





















 


(i)                                     Tax
Status.  The Issuer has filed all tax
returns (Federal, State and local) required to be filed by it and has paid or
made adequate provision for the payment of all taxes, assessments and other
governmental charges then due and payable (including for such purposes, the
setting aside of appropriate reserves for taxes, assessments and other
governmental charges being contested in good faith).


 


(j)                                     Use
of Proceeds.  No proceeds of any
Notes will be used by the Issuer to acquire any security in any transaction
which is subject to Section 13 or 14 of the Securities Exchange Act of
1934, as amended.


 


(k)                                  Place
of Business.  The principal place of
business and chief executive office of the Issuer are located at the address of
the Issuer indicated on Schedule I hereto and always have been located at
such address, and the offices where the Issuer keeps all its records and Related
Security, are (unless then held by the Servicer) located at the address
indicated on Schedule I or such other locations notified to the
Agent in accordance with Section 10.02 hereof.


 


(l)                                     Tradenames,
Etc.  As of the Closing Date (i) the
Issuer has only the subsidiaries and divisions listed on Schedule II
hereto; and (ii) the Issuer has, within the last five (5) years preceding the
Closing Date, operated only under the tradenames identified in Schedule II
hereto or as otherwise disclosed in writing to the Agent, and, within such (5)
year period, has not changed its name, merged with or into or consolidated with
any other corporation or been the subject of any proceeding under the
Bankruptcy Code, except as disclosed by the Issuer in writing to the Agent.


 


(m)                               Nature
of Receivables.  Each Receivable (i)
represented by the Issuer or the Servicer to be an Eligible Receivable
(including in any Monthly Report, Daily Report or other report) or (ii)
included in the calculation based on Eligible Receivables or otherwise in any
such report in fact satisfies at such time the definition of “Eligible
Receivable”.


 


(n)                                 Material
Adverse Effect.  Between the date of
its formation and the Closing Date and/or the date of any Increase or
reinvestment, as applicable, (i) the Issuer has not incurred any obligations,
contingent or non-contingent liabilities, liabilities for charges, long-term
leases or unusual forward or long-term commitments that, alone or in the
aggregate, could reasonably be expected to have a Material Adverse Effect, (ii)
no contract, lease or other agreement or instrument has been entered into by
the Issuer or has become binding upon the Issuer’s assets and no law or
regulation applicable to the Issuer has been adopted that has had or could
reasonably be expected to have a Material Adverse Effect and (iii) the Issuer
is not in default under any material contract, lease or other agreement or
instrument to which the Issuer is a party that alone or in the aggregate could
reasonably be expected to have a Material Adverse Effect. Between the date of
the formation of the Issuer and the Closing Date and/or the date of any
Increase or reinvestment, as applicable, no event has occurred that alone or
together with other events could reasonably be expected to have a Material
Adverse Effect.


 


(o)                                 Not
an Investment Company.  The Issuer is
not an “investment company” or “controlled by” an “investment company,” as such
terms are defined in the Investment Company Act, and it is not subject to
regulation under the Investment Company Act.


 


14





















 


(p)                                 ERISA.  No  ERISA Event
has occurred or is reasonably expected to occur that, when taken together with
all other such ERISA Events for which liability is reasonably expected to
occur, could reasonably be expected to result in a Material Adverse Effect.


 


(q)                                 Bulk
Sales.  No transaction contemplated
hereby or by the other Transaction Documents requires compliance with any “bulk
sales” act or similar law.


 


(r)                                    Transfers
Under Sale Agreement and Transfer and Servicing Agreement.  Each Receivable which has been transferred to
SRC by the Sellers under the Sale Agreement and by SRC to the Issuer under the
Transfer and Servicing Agreement has been purchased by or contributed to the
Issuer from or by the Sellers pursuant to, and in accordance with, the terms of
the Sale Agreement.


 


(s)                                  Preference,
Voidability.  The Issuer shall have
given reasonably equivalent value to the applicable Seller in consideration for
the transfer to the Issuer of the Receivables and Related Security, Collections
and proceeds with respect thereto from the applicable Seller, and each such
transfer shall not have been made for or on account of an antecedent debt owed
by the applicable Seller to the Issuer.


 


(t)                                    Variable
Funding Note.  The VFN has been duly
and validly authorized, and, when executed and authenticated in accordance with
the terms of the Indenture, and delivered to and paid for in accordance with
this Agreement, will be duly and validly issued and outstanding and will be
entitled to the benefits of the Indenture.


 


SECTION 5.02  Reaffirmation of Representations and
Warranties by the Issuer.  On the
Closing Date, on each Business Day and on each day that an Increase is made
hereunder, the Issuer, by accepting the proceeds thereof, shall be deemed to
have certified that all representations and warranties described in Section 5.01
hereof are true and correct on and as of such day as though made on and as of
such day (except to the extent they relate to an earlier date or later time,
and then as of such earlier date or later time).


 


ARTICLE VI



REPRESENTATIONS AND WARRANTIES

WITH RESPECT TO THE AGENT AND THE PURCHASERS


 


The Agent and each
Purchaser hereby makes with respect to itself, the following representations
and warranties to the Issuer on which the Issuer shall rely in entering into
this Agreement:


 


SECTION 6.01  Securities Laws; Transfer Restrictions.  The Agent and each of the Purchasers
represents and warrants to the Issuer, as of the date hereof (or as of a subsequent
date on which a successor or assign of any Purchaser shall become a party
hereto), and agrees that:


 


(a)                                  it
has (i) reviewed the Master Indenture and the Series Supplement (including the schedule and
exhibits thereto) and all other documents which have been provided by the
Issuer to it with respect to the transactions contemplated thereby, (ii)
participated in due


 


15





















 


diligence
sessions with the Servicer and (iii) had an opportunity to discuss the Issuer’s
and the Sellers’ businesses, management and financial affairs, and the terms
and conditions of the proposed purchase with the Issuer and the Servicer and
their respective representatives;


 


(b)                                 it
is an “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or
(7) of Regulation D under the Act and has sufficient knowledge and
experience in financial and business matters to be capable of evaluating the
merits and risks of investing in, and it is able and prepared to bear the
economic risk of investing in, the VFN;


 


(c)                                  it
is purchasing the VFN for its own account, or for the account of one or more “accredited
investors” within the meaning of Rule 501(a)(1), (2), (3) or (7) of
Regulation D under the Act that meet the criteria described in subsection (b)
and for which it is acting with complete investment discretion, for investment
purposes only and not with a view to distribution;


 


(d)                                 it
understands that (i) the VFN has not been and will not be registered or
qualified under the Act or any applicable state securities laws or the
securities laws of any other jurisdiction and is being offered only in a
transaction not involving any public offering within the meaning of the Act,
(ii) the Issuer is not required to so register or qualify the VFN, and (iii) the
VFN may be resold, pledged or otherwise transferred only (A) to the
Issuer, (B) to a “qualified institutional buyer” (as defined in Rule 144A
under the Act) in a transaction meeting the requirements of Rule 144A under the
Act, or (C) in a transaction otherwise exempt from the registration
requirements of the Act, in each case in accordance with the provisions of the
Indenture and any applicable securities laws of any state of the United States
or any other jurisdiction;


 


(e)                                  it
understands that upon original issuance thereof, and until such time as the
same may no longer be required under the applicable requirements of the Act,
the certificate evidencing the VFN (and all securities issued in exchange
therefor or substitution thereof) shall bear a legend substantially in the form
set forth in the form of VFN included as an exhibit to the Series Supplement;


 


(f)                                    it
understands that the Note Registrar and Paying Agent for the VFN will not be
required to accept for registration of transfer the VFN acquired by it, except
upon presentation of, if applicable, the certificate and, if applicable, the
opinion described in the Series Supplement; and


 


(g)                                 it
will obtain from any transferee of the VFN (or any interest therein) a
purchaser letter in the substantially the form of Exhibit D to the Series
Supplement.


 


SECTION 6.02  Enforceability.  This Agreement has been duly authorized,
executed and delivered by each Purchaser and the Agent, and is the valid and
legally binding obligation of such Person, enforceable against such Person in
accordance with its terms, subject as to enforcement to bankruptcy, insolvency,
reorganization, moratorium and other similar laws of general applicability
relating to or affecting creditors’ rights and to general principles of equity.


 


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ARTICLE VII



COVENANTS


 


SECTION 7.01  Monthly Report and Daily Report; Notice of
Adverse Events.  (a)  The Issuer will cause each Monthly Report and
Daily Report pertaining to the Series Supplement to be delivered to each
Purchaser, contemporaneously with the delivery thereof to the Indenture
Trustee.


 


(b)                                 As
soon as possible, and in any event within one (1) day after the occurrence
thereof, the Issuer shall (or shall cause the Servicer to) give the Agent
written notice of each Pay-Out Event, Event of Default, Servicer Default or any
event that could reasonably be expected to have a Material Adverse Effect on
any SSCE Entity, and shall promptly deliver to the Agent any information
regarding such Pay-Out Event, Event of Default, Servicer Default or such event.


 


SECTION 7.02  Modifications to Transaction Documents.  (a) 
Notwithstanding anything in the Indenture to the contrary, no provision
of any Transaction Document may be amended, supplemented, waived or otherwise
modified without, if such modification is material, satisfaction of the Rating
Agency Condition and no provision of this Agreement or the Series Supplement
may be amended, supplemented, waived or otherwise modified without the written
consent of the Agent.


 


(b)                                 The
Issuer shall (or shall cause the Servicer to) give the Agent written notice of
any proposed amendment, supplement, modification or waiver of any provision of
the Transaction Documents.


 


SECTION 7.03  Expenses.  All reasonable fees, costs and expenses
incurred in connection with this Agreement and the transactions contemplated
hereby shall be paid by the Issuer.


 


SECTION 7.04  Comfort Letters; Additional Series.  (a) 
The Issuer shall deliver to each Purchaser, concurrently with receipt
thereof by any SSCE Entity, a copy of any comfort letter or agreed upon
procedures letter delivered by independent accountants in connection with the
Issuer’s first issuance of term Notes.


 


(b)                                 Notwithstanding
anything to the contrary in this Agreement, the Master Indenture or any
Indenture Supplement, after the Closing Date, the Issuer shall not issue any
additional Series under the Indenture, and the Indenture Trustee shall not
authenticate any new Notes in respect of such new Series, unless the Rating Agency
Condition shall have been satisfied with respect to Series 2004-2.


 


SECTION 7.05  Reorganizations and Transfers.  The Issuer shall not enter into any
transaction described in Section 3.10(j) of the Master Indenture, unless
the Agent shall have given their prior written consent thereto, and the Agent
shall have received such documentation, opinions, certificates and instruments
as it may have reasonably requested, in each case, in form and substance
satisfactory to it.


 


17





















 


SECTION 7.06    Further Assurances.  The Issuer agrees to take any and all acts
and to create any and all further instruments necessary or reasonably requested
by the Agent to fully effect the purposes of this Agreement.


 


ARTICLE VIII



INDEMNIFICATION


 


SECTION 8.01  Indemnification.  Without limiting any other rights which the
Agent or the Purchasers may have hereunder or under applicable law, the Issuer
hereby agrees to indemnify each Indemnified Party from and against any and all
damages, losses, claims, liabilities, costs and expenses, including, without
limitation, reasonable attorneys’ fees and disbursements (all of the foregoing
being collectively referred to as “Issuer
Indemnified Amounts”) awarded against or incurred by any of them
arising out of or as a result of this Agreement, the other Transaction
Documents, the ownership, either directly or indirectly, of any interest in the
Collateral or the VFN or any of the other transactions contemplated hereby or
thereby, excluding, however, (i) Indemnified Amounts to the extent resulting
from gross negligence or willful misconduct on the part of such Indemnified
Party or (ii) recourse (except as otherwise specifically provided in this
Agreement) for uncollectible Receivables. 
Without limiting the generality of the foregoing, and subject to the
exclusions set forth in the preceding sentence, the Issuer shall indemnify each
Indemnified Party for Issuer Indemnified Amounts relating to or resulting from:


 


(a)                                  any
representation or warranty made by the Issuer or any officers of the Issuer
under this Agreement, any of the other Transaction Documents, any Monthly
Report or Daily Report or any other written information or report delivered by
the Issuer pursuant hereto or thereto, which shall have been false or incorrect
when made or deemed made;


 


(b)                                 the
failure by the Issuer to comply with any applicable Requirement of Law with
respect to any Receivable or the related Contract, or the nonconformity of any
Receivable or the related Contract with any such applicable Requirement of Law;


 


(c)                                  any
dispute, claim, offset or defense (other than discharge in bankruptcy) of an
Obligor to the payment of any Receivable (including, without limitation, a
defense based on such Receivable or the related Contract not being the legal,
valid and binding obligation of such Obligor enforceable against it in
accordance with its terms);


 


(d)                                 the
failure by the Issuer to comply with any term, provision or covenant contained
in this Agreement or any of the other Transaction Documents to which it is a
party or to perform any of its respective duties under the Contracts;


 


(e)                                  the
failure of the Issuer to pay when due any taxes, including without limitation,
sales, excise or personal property taxes payable in connection with any of the
Receivables;


 


(f)                                    any
reduction in the aggregate outstanding principal balance of the VFN or any
Funding Tranche with respect to any Purchaser as a result of the distribution
of Collections pursuant to the Master Indenture or Article V of the Series
Supplement, if all or a


 


18





















 


portion
of such distributions shall thereafter be rescinded or otherwise must be
returned for any reason;


 


(g)                                 the
commingling by the Issuer of Collections of Receivables at any time with other
funds;


 


(h)                                 any
investigation, litigation or proceeding related to this Agreement, any of the
other Transaction Documents, the use of proceeds of Increases by the Issuer,
the ownership directly or indirectly of the VFN or any interest in the
Collateral;


 


(i)                                     any
failure of SRC or the Issuer, as applicable, to give reasonably equivalent
value to any Seller or SRC, in consideration of the purchase by SRC or the
Issuer, as applicable, from any Seller of any Receivable, or any attempt by any
Person to void, rescind or set aside any such transfer under statutory
provisions or common law or equitable action, including, without limitation,
any provision of the Bankruptcy Code;


 


(j)                                     any
action taken by the Issuer in the enforcement or collection of any Receivable;


 


(k)                                  the
failure of any Receivable included in any Monthly Report or Daily Report or
other periodic report as an Eligible Receivable for purposes of any calculation
based on Eligible Receivables or otherwise to be an Eligible Receivable at the
time of such calculation;


 


(l)                                     the
failure to vest in the Indenture Trustee (for the benefit of the Noteholders
and the Indenture Trustee) (i) to the extent the perfection of a security
interest in such property is governed by the UCC, a valid and enforceable first
priority perfected security interest in the Collateral or (ii) if the
perfection of such security interest is not governed by the UCC, a valid and
enforceable lien or security interest in the Collateral, free and clear of any
Adverse Claim; or


 


(m)                               the
failure to have filed, or any delay in filing, financing statements or other
similar instruments or documents under the UCC of any applicable jurisdiction
or other applicable laws with respect to the Collateral transferred or
purported to be transferred hereunder whether at the time of any purchase or
reinvestment or at any subsequent time.


 


If for any reason the
indemnification provided in this Section 8.01 is unavailable to an
Indemnified Party or is insufficient to hold an Indemnified Party harmless for
the Issuer Indemnified Amounts, then the indemnifying party shall (subject to
the exclusions set forth in the first sentence of this Section 8.01)
contribute to the maximum amount payable or paid to such Indemnified Party as a
result of the applicable claim, damage, expense, loss or liability in such
proportion as is appropriate to reflect not only the relative benefits received
by such Indemnified Party on the one hand and the indemnifying party on the
other hand, but also the relative fault of such Indemnified Party (if any) and
the indemnifying party and any other relevant equitable considerations.


 


SECTION 8.02  Increased Costs.  If due to the introduction of or any change
(including, without limitation, any change by way of imposition or increase of
reserve requirements) in or in the interpretation of any law or regulation or
any guideline or request from


 


19





















 


any
central bank or other governmental authority occurring after the date hereof,
there shall be an increase in the cost to any Purchaser, the Agent or any
Liquidity Purchaser or any of their officers, directors, employees, agents,
representatives, assigns or Affiliates (each an “Affected
Party”), of making, funding or maintaining any investment in the VFN
or any interest therein or of agreeing to purchase or invest in the VFN or any
interest therein, as the case may be (other than by reason of any interpretation
of or change in laws or regulations relating to taxes imposed on or measured by
net income), the Issuer shall, from time to time, upon written demand by such
an Affected Party (with a copy to the Agent), immediately pay to such Affected
Party (as a third party beneficiary, in the case of an Affected Party that is
not also the Purchaser), that portion of such increased costs (the “Increased
Costs”) incurred which such Affected Party reasonably determines is
attributable to making, funding or maintaining any investment in the VFN or any
interest therein or agreeing to purchase or invest in the VFN or any interest
therein, as the case may be, and such Increased Costs (together with any
Increased Capital, as defined below) are to be paid in accordance with Section 5.1(a)
of the Series Supplement.  In determining
such amounts, such Affected Party may use any reasonable averaging and
attribution methods, consistent with the averaging and attribution methods
generally used by such Affected Party in determining amounts of such type.  A certificate as to such increased costs
incurred submitted to the Issuer and the Agent, setting forth the calculation
thereof in reasonable detail, shall, in the absence of manifest error, be
conclusive and binding for all purposes.


 


SECTION 8.03  Increased Capital.  If the introduction of or any change in or in
the interpretation of any law or regulation or any guideline or request from
any central bank or other governmental authority occurring after the date
hereof affects or would affect the amount of capital required or expected to be
maintained by an Affected Party, and such Affected Party determines that the
amount of such capital is increased as a result of (i) the existence of such
Affected Party’s agreement to make or maintain an investment in the VFN or any
interest therein and other similar agreements or facilities, or (ii) the
existence of any agreement by any Affected Party to make or maintain an
investment in the VFN or any interest therein or to fund any such investment
and any other commitments of the same type, then, upon demand by such Affected
Party (with a copy to the Agent), the Issuer shall immediately pay to such
Affected Party (as a third party beneficiary, in the case of an Affected Party
which is not also the Purchaser) from time to time, as specified by such
Affected Party, additional amounts (the “Increased Capital”) sufficient
to compensate such Affected Party in light of such circumstances, to the extent
that such Affected Party reasonably determines such increase in capital to be
allocable to the existence of the Affected Party’s agreements described in
clause (i) above or the commitments of any Affected Party described in clause
(ii) above with respect to the VFN, and such Additional Amounts are to be paid
in accordance with Section 5.1 of the Series Supplement.  In determining such amounts, such Affected
Party may use any reasonable averaging and attribution methods, consistent with
the averaging and attribution methods generally used by such Affected Party in
determining amounts of this type.  A
certificate as to such amounts submitted to the Issuer and the Agent by such
Affected Party, setting forth the calculation thereof in reasonable detail,
shall, in the absence of manifest error, be conclusive and binding for all
purposes.  For avoidance of doubt, any
accounting interpretation, including, without limitation, Accounting Research
Bulletin No. 41, or any other interpretation of the Financial Accounting
Standards Board (“FASB”), including FASB Interpretation No. 46:
Consolidation of Variable Interest Entities, shall constitute an adoption,
change, request or directive subject to this Section 8.03.


 


20





















 


SECTION 8.04  Indemnity for Taxes.  (a) 
All payments made by the Issuer to the Agent for the benefit of the
Purchasers under this Agreement or any other Transaction Document shall be made
free and clear of, and without deduction or withholding for or on account of,
any present or future stamp or similar taxes, levies, imposts, duties, charges,
fees, deductions or withholdings, now or hereafter imposed, levied, collected,
withheld or assessed by any Governmental Authority, excluding (i) taxes that
would not have been imposed if the Affected Party had timely complied with the
requirements of Section 8.03 hereof, and (ii) taxes imposed on the
net income of the Agent or any other Affected Party, in each case imposed by
any jurisdiction under the laws of which the Agent or such Affected Party is
organized or any political subdivision or taxing authority thereof or therein
(all such nonexcluded taxes, levies, imposts, duties, charges, fees, deductions
or withholdings, collectively or individually, “Taxes”).  If any such Taxes are required to be withheld
from any amounts payable to the Agent or any Affected Party hereunder, the
amounts so payable to the Agent or such Affected Party shall be increased to
the extent necessary to yield to the Agent or such Affected Party (after
payment of all Taxes) all amounts payable hereunder at the rates or in the
amounts specified in this Agreement and the other Transaction Documents.  The Issuer shall indemnify the Agent or any
such Affected Party for the full amount of any such Taxes on the first Payment
Date which is not less than ten (10) days after the date of written demand
therefor by the Agent.


 


(b)                                 Each
Affected Party that is a Non-United States Person shall:


 


(i)                                     deliver
to the Issuer and the Agent two duly completed copies of IRS Form W-8 BEN or
Form W-8 ECI, or successor applicable form, as the case may be;


 


(ii)                                  deliver
to the Issuer and the Agent two (2) further copies of any such form or
certification on or before the date that any such form or certification expires
or becomes obsolete and after the occurrence of any event requiring a change in
the most recent form previously delivered by it to the Issuer; and


 


(iii)                               obtain
such extensions of time for filing and complete such forms or certifications as
may reasonably be requested by the Issuer or the Agent;


 


unless, in any such case,
an event (including, without limitation, any change in treaty, law or
regulation) has occurred prior to the date on which any such delivery would
otherwise be required which, regardless of the identity of the Affected Party,
renders all such forms inapplicable or which, regardless of the identity of the
Affected Party, would prevent such Affected Party from duly completing and
delivering any such form with respect to it, and such Affected Party so advises
the Issuer and the Agent.  Each such Affected
Party so organized shall certify in the case of an IRS Form W-8 BEN or IRS Form
W-8 ECI (or successor applicable form), that it is entitled to receive payments
under this Agreement and the other Transaction Documents without deduction or
withholding of any United States federal income taxes.  Each Affected Party which is a Non-United
States Person represents and warrants to the Issuer and the Agent that, as of
the date of this Agreement (or the date such Person otherwise becomes an
Affected Party, as the case may be), (i) it is entitled to receive all payments
hereunder without deduction or withholding for or on account of any United
States federal Taxes and (ii) it is permitted to take the actions described in
the preceding sentence under the laws and any applicable double taxation
treaties of the jurisdiction of its head office or any booking office


 


21





















 


used in connection with
this Agreement.  Each Affected Party
which is a Non-United States Person further agrees that, to the extent any form
claiming complete or partial exemption from withholding and deduction of United
States federal Taxes delivered under this clause (b) is found to be
incomplete or incorrect in any material respect, such Affected Party shall (to
the extent it is permitted to do so under the laws and any double taxation
treaties of the United States, the jurisdiction of its organization and the
jurisdictions in which its relevant booking offices are located) execute and
deliver to each of the Agent and the Issuer a complete and correct replacement
form.


 


SECTION 8.05  Other Costs, Expenses and Related Matters.  (a) 
The Issuer agrees, upon receipt of a written invoice, to pay or cause to
be paid, and to save the Agent and the Purchasers harmless against liability
for the payment of, all reasonable out-of-pocket expenses (including, without
limitation, reasonable attorneys’, accountants’ and other third parties’ fees
and expenses, any filing fees and expenses incurred by officers or employees of
the Agent and/or the Purchasers) or intangible, documentary or recording taxes
incurred by or on behalf of the Agent and the Purchasers (i) in connection with
the negotiation, execution, delivery and preparation of this Agreement, the
other Transaction Documents, any Asset Purchase Agreement and any documents or
instruments delivered pursuant hereto and thereto and the transactions
contemplated hereby or thereby (including, without limitation, the perfection
or protection of the Purchasers’ interest in the Collateral) and (ii) (A)
relating to any amendments, waivers or consents under this Agreement, the other
Transaction Documents, any Asset Purchase Agreement, and any document or
instrument delivered pursuant hereto or thereto, (B) arising in connection with
the Agent’s or such Purchaser’s enforcement or preservation of rights
(including, without limitation, the perfection and protection of the Purchasers’
interest in the Collateral under this Agreement, the Transaction Documents and
any Asset Purchase Agreement), or (C) arising in connection with any audit,
dispute, disagreement, litigation or preparation for litigation involving this
Agreement, any of the other Transaction Documents and any Asset Purchase
Agreement.


 


(b)                                 The
Agent will notify the Issuer and the Servicer in writing of any event occurring
after the date hereof which will entitle an Indemnified Party or Affected Party
to compensation pursuant to this Article VIII.  Any notice by the Agent claiming compensation
under this Article VIII and setting forth the additional amount or amounts
to be paid to it hereunder shall be conclusive in the absence of manifest
error. In determining such amount, the Agent or any applicable Indemnified
Party or Affected Party may use any reasonable averaging and attributing
methods.


 


SECTION 8.06  Limitation on Recourse.  The obligations of the Issuer under this Article VIII
shall be payable at such time as funds are actually available therefor in
accordance with Sections 4.4 and 5.1 of the Series Supplement and, to the
extent funds are not available to pay such obligations, the claims relating
thereto shall not constitute a claim against the Issuer but shall continue to
accrue.  Each party hereto agrees that,
in the event of the commencement of any bankruptcy, reorganization,
arrangement, insolvency, liquidation or other similar proceeding against the
Issuer, the payment of any claim (as defined in Section 101 of the
Bankruptcy Code) shall be subordinated to the payment in full of all Notes.


 


22





















 


ARTICLE IX



THE AGENT


 


SECTION 9.01  Authorization and Action.  Each Purchaser hereby accepts the appointment
of and authorizes the Agent to take such action as agent on its behalf and to
exercise such powers as are delegated to the Agent by the terms hereof,
together with such powers as are reasonably incidental thereto.  The Purchasers hereby authorize the Agent, in
its sole discretion, to take any actions and exercise any rights or remedies
under this Agreement and any permitted related agreements and documents.  Except for actions which the Agent is
expressly required to take pursuant to this Agreement or the applicable Asset
Purchase Agreement, the Agent shall not be required to take any action which
exposes the Agent to personal liability or which is contrary to applicable law
unless the Agent shall receive further assurances to its satisfaction from the
Purchasers, of the indemnification obligations under Section 9.04 hereof
against any and all liability and expense which may be incurred in taking or
continuing to take such action.  The
Agent agrees to give to the Purchasers prompt notice of each notice and
determination given to it by the Issuer, the Servicer or the Indenture Trustee,
pursuant to the terms of this Agreement or the Indenture.  Subject to Section 9.06 hereof, the
appointment and authority of the Agent hereunder shall terminate, following the
Purchase Expiration Date, upon the payment to the Agent and the Purchasers of
all amounts owing to the Agent and the Purchasers hereunder and under the other
Transaction Documents have been indefeasibly paid in full.


 


SECTION 9.02  Agent’s Reliance, Etc.  Neither the Agent nor any of its directors,
officers, agents who are natural persons or employees shall be liable for any
action taken or omitted to be taken by it or them as Agent under or in
connection with this Agreement or any related agreement or document, except for
its or their own gross negligence or willful misconduct.  Without limiting the foregoing, the Agent:  (i) may consult with legal counsel,
independent public accountants and other experts selected by it and shall not
be liable for any action taken or omitted to be taken in good faith by it in
accordance with the advice of such counsel, accountants or experts; (ii) makes
no warranty or representation to the Purchasers and shall not be responsible to
the Purchasers for any statements, warranties or representations made by any
other Person in connection with any Transaction Document; (iii) shall not have any
duty to ascertain or to inquire as to the performance or observance of any of
the terms, covenants or conditions of any Transaction Document on the part of
any Person or to inspect the property (including the books and records) of any
Person; (iv) shall not be responsible to any Purchaser for the due execution,
legality, validity, enforceability, genuineness, sufficiency or value of any
Transaction Document or any other instrument or document furnished pursuant
hereto or thereto; and (v) shall incur no liability under or in respect of any
Transaction Document by acting upon any notice (including notice by telephone),
consent, certificate or other instrument or writing (which may be by telex)
believed by it in good faith to be genuine and signed or sent by the proper
party or parties.


 


SECTION 9.03  Agent and Affiliates.  The Agent and its respective Affiliates may
generally engage in any kind of business with the Issuer, the Servicer, any
Obligor, any insurer, or any insured, any of their respective Affiliates and
any Person who may do business with or own securities of the Issuer, any
Seller, the Servicer, any Obligor or any insured or


 


23





















 


insurer
or any of their respective Affiliates, all as if such entities were not the
Agent and without any duty to account therefor to the Purchasers.


 


SECTION 9.04  Indemnification.  Each Purchaser (other than the Conduit
Purchaser) severally agrees to indemnify the Agent (to the extent not
reimbursed by any SSCE Entity), from and against any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind or nature whatsoever which may be imposed
on, incurred by, or asserted against the Agent in any way relating to or
arising out of any Transaction Document or any action taken or omitted by the
Agent under any Transaction Document; provided, that (i) no Purchaser
shall be liable for any portion of such liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
resulting or arising from the Agent’s gross negligence or willful misconduct
and (ii) no Purchaser shall be liable for any amount in respect of any
compromise or settlement or any of the foregoing unless such compromise or
settlement is approved by the Conduit Purchaser and the majority of the
Purchasers (other than the Conduit Purchaser) (based on purchase commitments
under the applicable Asset Purchase Agreement). 
Without limitation of the generality of the foregoing, each Purchaser
(other than a Conduit Purchaser), agrees to reimburse the Agent, promptly upon
demand, for any reasonable out-of-pocket expenses (including reasonable counsel
fees) incurred by the Agent in connection with the administration,
modification, amendment or enforcement (whether through negotiations, legal
proceedings or otherwise) of, or legal advice in respect of rights or
responsibilities under, any Transaction Document; provided, that no
Purchaser shall be responsible for the costs and expenses of the Agent in
defending itself against any claim alleging the gross negligence or willful
misconduct of the Agent to the extent such gross negligence or willful
misconduct is determined by a court of competent jurisdiction in a final and
non-appealable decision.


 


SECTION 9.05  Purchase Decision.  Each Purchaser acknowledges that it has,
independently and without reliance upon the Agent, and based on such documents
and information as it has deemed appropriate, made its own evaluation and
decision to enter into this Agreement and to purchase an interest in the
VFN.  Each Purchaser also acknowledges
that it will, independently and without reliance upon the Agent or any of its
Affiliates, and based on such documents and information as it shall deem
appropriate at the time, continue to make its own decisions in taking or not
taking action under this Agreement or any related agreement, instrument or
other document.


 


SECTION 9.06  Successor Agent.  The Agent may resign at any time by giving five
(5) days’ written notice thereof to the Purchasers, the Issuer and the
Indenture Trustee.  Upon any such
resignation, the Purchasers shall have the right to appoint a successor
Agent.  If no successor Agent shall have
been so appointed and shall have accepted such appointment, within five days
after the retiring Agent’s giving of notice of resignation, then the retiring
Agent may, on behalf of the Purchasers, appoint a successor Agent.  Upon the acceptance of any appointment as
Agent hereunder by a successor Agent, such successor Agent shall thereupon
succeed to and become vested with all of the rights, powers, privileges and
duties of the retiring Agent, and the retiring Agent shall be discharged from
its duties and obligations under this Agreement and the other Transaction
Documents (other than obligations arising or to have been performed prior to
such retirement).  After any retiring
Agent’s resignation hereunder as Agent,


 


24





















 


the
provisions of this Article IX shall inure to its benefit as to any actions
taken or omitted to be taken by it while it was an Agent under this Agreement
and the other Transaction Documents.


 


ARTICLE X


 


MISCELLANEOUS


 


SECTION 10.01  Amendments.  No amendment, supplement, modification or
waiver of any provision of this Agreement shall in any event be effective
unless the same shall be made in accordance with the requirements set forth in Section 7.02,
and then such amendment, supplement, modification, waiver or consent shall be effective
only in the specific instance and for the specific purpose for which given.


 


SECTION 10.02  Notices.  All notices and other communications provided
for hereunder shall, unless otherwise stated herein, be in writing and mailed,
telefaxed (receipt confirmed) or hand delivered, as to each party hereto, at
its address set forth in Schedule I hereto or at such other address as
shall be designated by such party in a written notice to the other party
hereto.  All such notices and
communications shall be effective upon receipt by the addressee.


 


SECTION 10.03  No Waiver; Remedies.  No failure on the part of any party hereto to
exercise, and no delay in exercising, any right hereunder shall operate as a
waiver thereof; nor shall any single or partial exercise of any right hereunder
preclude any other or further exercise thereof or the exercise of any other
right.  The remedies herein provided are
cumulative and not exclusive of any remedies provided by law.


 


SECTION 10.04  Binding Effect; Assignability.  (a)  This Agreement shall be binding on the parties
hereto and their respective successors and assigns; provided, however,
that the Issuer may not assign any of its rights or delegate any of its duties
hereunder or under any of the other Transaction Documents to which it is a
party without the prior written consent of the Agent.  No provision of this Agreement or any other
Transaction Document shall in any manner restrict the ability of any Purchaser
to assign, participate, grant security interests in, or otherwise transfer any
portion of its interest in the VFN (and its rights to receive any payments in
respect thereof, including in connection with any collateral securing payment
with respect to such VFN); provided, that any such transfer,
participation or assignment shall only be made in compliance with the transfer
restrictions set forth in the Series Supplement; provided, further,
that unless otherwise consented to by the Issuer, such transferee, participant
or assignee shall have executed and delivered to the Issuer, the Indenture
Trustee and the Agent, a Transfer Supplement (as defined below), with such
changes as shall be reasonably acceptable to the Issuer.  Without limiting the foregoing, any Conduit
Purchaser may, in one or a series of transactions, transfer all or any portion
of its interest in the Collateral and the VFN, and its rights and obligations
under the Transaction Documents to a Conduit Assignee, a Committed Purchaser or
any Liquidity Purchaser.


 


(b)                                 Each
Committed Purchaser may assign to one or more Persons (each an “Assignee Committed Purchaser”), reasonably
acceptable to the Agent, a portion of such Purchaser’s commitment in respect of
its Purchaser Percentage of the Maximum Principal Amount (for each such
Purchaser, the “Commitment”) pursuant
to a supplement hereto,


 


25





















 


substantially
in the form of Exhibit C with any changes as have been approved by the parties
thereto (a “Transfer Supplement”),
executed by each such Assignee Committed Purchaser, the assignor Committed
Purchasers, and the Agent.  Any such
assignment by a Committed Purchaser pursuant to this paragraph cannot be for an
amount less than $10,000,000 and, unless otherwise agreed to by each of the
existing Committed Purchasers at such time, shall be made by a ratable
assignment to such Assignee Committed Purchaser of a portion of the Commitments
(in an aggregate amount equal to the amount being assigned to such Assignee
Committed Purchaser) of each existing Committed Purchaser.  Upon (i) the execution of the Transfer
Supplement, (ii) delivery of an executed copy thereof to the Issuer and the
Agent and (iii) solely to the extent such assignor Committed Purchasers have
any portion of the Aggregate Purchaser Funded Amount outstanding, payment by
the Assignee Committed Purchaser to the assignor Committed Purchasers of the
agreed purchase price, such assignor Committed Purchasers shall be released
from their respective obligations hereunder to the extent of such assignment
and such Assignee Committed Purchaser shall for all purposes herein be a
Committed Purchaser party hereto and shall have all the rights and obligations
of a Committed Purchaser hereunder to the same extent as if it were an original
party hereto.  The amount of the
Commitment of the assignor Committed Purchasers allocable to such Assignee
Committed Purchaser shall be equal to the amount of the portion of the
respective Commitments of the assignor Committed Purchasers transferred,
regardless of the purchase price paid therefor. 
The Transfer Supplement shall be an amendment hereof only to the extent
necessary to reflect the addition of such Assignee Committed Purchaser as an “Committed
Purchaser” and any resulting adjustment of the assignor Committed Purchasers’
Commitment.


 


(c)                                  Any
Purchaser may, in the ordinary course of its business and in accordance with
applicable law, at any time sell to one or more Persons (each, a “Participant”)
participating interests in all or a portion of its rights and obligations under
this Agreement; provided, that the Agent shall have consented to such
participation.  Notwithstanding any such
sale by a Purchaser of participating interests to a Participant, such Purchaser’s
rights and obligations under this Agreement shall remain unchanged, such Purchaser
shall remain solely responsible for the performance thereof, and the other
parties hereto shall continue to deal solely and directly with such Purchaser
in connection with such Purchaser’s rights and obligations under this
Agreement.  Each Participant shall be
entitled to the benefits of Article IX hereof; provided, however,
that all amounts payable to any such Participant shall be limited to the
amounts which would have been payable to the Purchaser selling such
participating interest had such interest not been sold.


 


(d)                                 This
Agreement shall create and constitute the continuing obligation of the parties
hereto in accordance with its terms, and shall remain in full force and effect
until such time as all amounts payable with respect to the VFN shall have been
paid in full.


 


SECTION 10.05  Confidentiality.  The Issuer shall maintain, and shall cause
each officer, employee and agent of itself and its Affiliates to maintain, the
confidentiality of the Transaction Documents and all other confidential proprietary
information with respect to the Agent and the Purchasers and each of their
respective businesses obtained by them in connection with the structuring,
negotiation and execution of the transactions contemplated herein and in the
other Transaction Documents, except for information that has become publicly
available or information disclosed (i) to legal counsel, accountants and other
professional advisors to the


 


26





















 


Issuer
and its Affiliates, (ii) as required by law, regulation, the requirements of
the New York Stock Exchange or legal process or (iii) in connection with any
legal or regulatory proceeding to which the Issuer or any of its Affiliates is
subject; it being understood, that solely with respect to the Master Indenture,
the Issuer may distribute such Master Indenture to the holders of any Notes
issued pursuant thereto from time to time. 
The Issuer hereby consents to the disclosure of any nonpublic information
with respect to it received by the Agent or any Purchaser from the Issuer or
the Servicer to (i) any of the Purchasers or the Agent, (ii) legal counsel,
accountants and other professional advisors to the Agent, the Purchasers or
their Affiliates, (iii) as required by law, regulation or legal process, (iv)
in connection with any legal or regulatory proceeding to which the Agent, any
Purchaser or any of their Affiliates is subject, (v) any nationally recognized
rating agency providing a rating or proposing to provide a rating to the
Conduit Purchasers’ Commercial Paper, (vi) any placement agent which proposes
herein to offer and sell the Conduit Purchasers’ Commercial Paper, (vii) any
provider of the Conduit Purchasers’ program-wide liquidity or credit support
facilities, (viii) any potential Committed Purchaser or (ix) any participant or
potential participant of the Commitment of any Committed Purchaser, the
Indenture Trustee, any Secured Party, or any liquidity or credit support
provider of a Conduit Purchaser; provided, that the Agent and the Purchasers,
as the case may be, shall advise any such recipient of information that the
information they receive is nonpublic information and may not be disclosed or
used for any other purposes other than that for which it is disclosed to such
recipient without the prior written consent of the Issuer.


 


SECTION 10.06  GOVERNING LAW.  (a)  THIS AGREEMENT AND
THE OBLIGATIONS ARISING HEREUNDER SHALL IN ALL RESPECTS, INCLUDING ALL MATTERS
OF CONSTRUCTION, VALIDITY AND PERFORMANCE, BE GOVERNED BY, AND CONSTRUED AND
ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK
(INCLUDING SECTION 5-1401(1) OF THE GENERAL OBLIGATIONS LAW, BUT WITHOUT
REGARD TO ANY OTHER CONFLICT OF LAW PROVISIONS THEREOF) AND ANY APPLICABLE LAWS
OF THE UNITED STATES OF AMERICA.


 


(b)                                  EACH PARTY HERETO
HEREBY CONSENTS AND AGREES THAT THE STATE OR FEDERAL COURTS LOCATED IN THE
BOROUGH OF MANHATTAN IN NEW YORK CITY SHALL HAVE NON-EXCLUSIVE JURISDICTION TO
HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN THEM PERTAINING TO THIS AGREEMENT
OR TO ANY MATTER ARISING OUT OF OR RELATING TO THIS AGREEMENT; PROVIDED, THAT EACH PARTY
HERETO ACKNOWLEDGES THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY
A COURT LOCATED OUTSIDE OF THE BOROUGH OF MANHATTAN IN NEW YORK CITY; PROVIDED, FURTHER, THAT NOTHING IN
THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE THE INDENTURE TRUSTEE,
THE AGENT OR ANY PURCHASER FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN
ANY OTHER JURISDICTION TO REALIZE ON THE COLLATERAL OR ANY OTHER SECURITY FOR
THE NOTES, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF SUCH
PERSON.  EACH PARTY HERETO SUBMITS AND
CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY
SUCH COURT, AND EACH PARTY HERETO HEREBY WAIVES ANY 


 


27





















 


OBJECTION THAT SUCH PARTY
MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS AND HEREBY CONSENTS
TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY
SUCH COURT.  EACH PARTY HERETO HEREBY
WAIVES PERSONAL SERVICE OF THE SUMMONS, COMPLAINT AND OTHER PROCESS ISSUED IN
ANY SUCH ACTION OR SUIT AND AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINT AND
OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO SUCH
PARTY AT ITS ADDRESS DETERMINED IN ACCORDANCE WITH SECTION 10.02 AND THAT SERVICE SO MADE SHALL BE DEEMED
COMPLETED UPON THE EARLIER OF SUCH PARTY’S ACTUAL RECEIPT THEREOF OR THREE DAYS
AFTER DEPOSIT IN THE UNITED STATES MAIL, PROPER POSTAGE PREPAID.  NOTHING IN THIS SECTION 10.06 SHALL AFFECT THE RIGHT OF ANY PARTY
HERETO TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.


 


(c)                                  BECAUSE DISPUTES
ARISING IN CONNECTION WITH COMPLEX FINANCIAL TRANSACTIONS ARE MOST QUICKLY AND
ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT PERSON AND THE PARTIES WISH
APPLICABLE STATE AND FEDERAL LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE
PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH
APPLICABLE LAWS.  THEREFORE, TO ACHIEVE
THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION,
THE PARTIES HERETO WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, OR
PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT
OR OTHERWISE, ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE
RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY.


 


SECTION 10.07  Wavier of Trial by Jury.  To the extent permitted by applicable law,
each of the parties hereto irrevocably waives all right of trial by jury in any
action, proceeding or counterclaim arising out of or in connection with this
Agreement or any matter arising hereunder.


 


SECTION 10.08  No Proceedings.  The Issuer agrees that so long as any
indebtedness of the Conduit Purchaser shall be outstanding or there shall not
have elapsed one year plus one day since the last day on which any indebtedness
of the Conduit Purchaser shall have been outstanding, it shall not file, or join
in the filing of, a petition against such Conduit Purchaser under the
Bankruptcy Code, or join in the commencement of any bankruptcy, reorganization,
arrangement, insolvency, liquidation or other similar proceeding against the
Conduit Purchaser.


 


SECTION 10.09  Execution in Counterparts.  This Agreement may be executed in any number
of counterparts and by different parties hereto in separate counterparts, each
of which when so executed shall be deemed to be an original and all of which
when taken together shall constitute one and the same agreement.


 


28





















 


SECTION 10.10  No Recourse.  Notwithstanding anything to the contrary
contained herein, the obligations of the Purchasers under this Agreement are
solely the corporate obligations of the Purchasers and, in the case of
obligations of the Conduit Purchaser other than Commercial Paper, shall be
payable at such time as funds are actually received by, or are available to,
the Conduit Purchaser in excess of funds necessary to pay in full all
outstanding Commercial Paper and, to the extent funds are not available to pay
such obligations, the claims relating thereto shall not constitute a claim
against the Conduit Purchaser but shall continue to accrue.  Each party hereto agrees that the payment of
any claim (as defined in Section 101 of the Bankruptcy Code) of any such
party shall be subordinated to the payment in full of all Commercial Paper.


 


No recourse under any
obligation, covenant or agreement of the Conduit Purchaser contained in this
Agreement shall be had against any incorporator, stockholder, officer,
director, member, manager, employee or agent of the Conduit Purchaser (solely
by virtue of such capacity) by the enforcement of any assessment or by any
legal or equitable proceeding, by virtue of any statute or otherwise; it being
expressly agreed and understood that this Agreement is solely a corporate
obligation of the Conduit Purchaser, and that no personal liability whatever
shall attach to or be incurred by any incorporator, stockholder, officer,
director, member, manager, employee or agent of the Conduit Purchaser (solely
by virtue of such capacity) or any of them under or by reason of any of the
obligations, covenants or agreements of the Conduit Purchaser contained in this
Agreement, or implied therefrom, and that any and all personal liability for
breaches by the Conduit Purchaser of any of such obligations, covenants or
agreements, either at common law or at equity, or by statute, rule or
regulation, of every such incorporator, stockholder, officer, director, member,
manager, employee or agent is hereby expressly waived as a condition of and in
consideration for the execution of this Agreement; provided that the
foregoing shall not relieve any such Person from any liability it might
otherwise have as a result of fraudulent actions taken or fraudulent omissions
made by them.


 


SECTION 10.11  Survival.  All representations, warranties, covenants,
guaranties and indemnifications contained in this Agreement, and in any
document, certificate or statement delivered pursuant hereto or in connection
herewith shall survive the sale, transfer or repayment of the VFN.


 


SECTION 10.12  Agent Conflict Waiver.  The Agent acts in various capacities with
respect to the maintenance and administration of the commercial paper program
of the Conduit Purchaser (including, funding agent for such Conduit Purchaser,
as issuing and paying agent, as provider of other backup facilities, and may
provide other services or facilities from time to time, the “Agent Roles”).  Each of the parties hereto hereby
acknowledges and consents to any and all Agent Roles, waives any objections it
may have to any actual or potential conflict of interest caused by such Agent
acting as the Agent for the Conduit Purchaser or as a Committed Purchaser or as
a liquidity or credit support provider under the Conduit Purchaser’s commercial
paper program and acting as or maintaining any of the Agent Roles, and agrees
that in connection with any Agent Role, the Agent may take, or refrain from
taking, any action which it in its discretion deems appropriate and is
otherwise permitted under the relevant Transaction Documents.


 


29





















 


SECTION 10.13  Recourse.  The obligations of the Issuer under this
Agreement and the VFN are full-recourse obligations of the Issuer.


 


 


30





















 


IN WITNESS WHEREOF, the
parties have caused this Agreement to be executed by their respective officers
thereunto duly authorized, as of the date first above written.


 


	
   

  	
  SSCE FUNDING, LLC, as Issuer,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard P. Marra

  	
   

  
	
   

  	
   

  	
  Name: Richard P. Marra

  
	
   

  	
   

  	
  Title: Assistant Treasurer

  



 


S-1





















 


	
   

  	
  BARTON CAPITAL LLC,

  as Conduit Purchaser

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Douglas K. Johnson

  	
   

  
	
   

  	
   

  	
  Name: Douglas K. Johnson

  
	
   

  	
   

  	
  Title: President

  



 


S-2





















 


	
   

  	
  SOCIETE GENERALE,

  as Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ C. Steven Coffman

  	
   

  
	
   

  	
   

  	
  Name: C. Steven Coffman

  
	
   

  	
   

  	
  Title: Vice President

  



 


S-3





















 


	
   

  	
  BARTON CAPITAL LLC,

  as a Committed Purchaser

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Douglas K. Johnson

  	
   

  
	
   

  	
   

  	
  Name: Douglas K. Johnson

  
	
   

  	
   

  	
  Title: President

  
	
   

  	
   

  	
  Purchaser Percentage: 100%

  



 


S-4





















 


EXHIBIT A


 


 


Form of Notice
of

Increase


 


	
  1.

  	
  Proposed Increase Date:                  

  
	
   

  	
   

  
	
  2.

  	
  Amount of requested Increase (lesser of minimum
  amount of
  $                       or
  remaining Maximum Principal Amount)

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
  Purchase Price

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
  Remaining Maximum Principal Amount (after giving
  effect to the requested Increase)

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
  Certifications:

  
	
   

  	
   

  
	
   

  	
  (a)

  	
  The representations and warranties of SSCE Funding,
  LLC (“Issuer”) and the other SSCE Entities in the Master Indenture
  dated as of November 23, 2004 (as amended, restated, supplemented,
  modified or waived through the date hereof), between the Issuer and Deutsche
  Bank Trust Company Americas (the “Indenture Trustee”); the Series
  2004-2 Supplement, dated as of November 23, 2004 (as amended, restated,
  supplemented, modified or waived through the date hereof), between the Issuer
  and the Indenture Trustee; and the Variable Funding Note Purchase Agreement,
  dated as of November 23, 2004 (as amended, restated, supplemented,
  modified or waived through the date hereof, the “Note Purchase Agreement”),
  among the Issuer, the Conduit Purchaser, the Agent and the Committed
  Purchasers named therein, are true and correct on the date hereof (except to
  the extent they expressly relate to an earlier or later time and then as of
  such earlier or later time).

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  The conditions to the Increase specified in Section 2.03
  of the Note Purchase Agreement and Section 3.3(b) of the Series
  Supplement have been satisfied and will be satisfied as of the applicable
  Increase Date.

  
						



 


A-1





















 


	
   

  	
  SSCE FUNDING, LLC, as Issuer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized
  Officer

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date of Notice:

  	
   

  	
   

  	
   

  	
   

  
						



 


A-2





















 


EXHIBIT B


 


Series 2004-2
Officer’s Certificate


 


SSCE Funding, LLC (the “Issuer”),
pursuant to Section 4.12 of the Variable Funding Note Purchase Agreement,
dated as of November 23, 2004 (as amended, restated, supplemented,
modified or waived through the date hereof, the “Series 2004-2 Note Purchase
Agreement”), among the Issuer, the Conduit Purchaser, the Agent and the
Committed Purchasers named therein, the Issuer hereby certifies that: (a) all
of the terms, covenants, agreements and conditions of the Transaction Documents
to be complied with and performed by Issuer on or before the date hereof have
been complied with and performed; and (b) the representations and warranties of
the Issuer made in the Transaction Documents to which it is a party are true and
correct on and as of the date hereof (except to the extent they expressly
relate to an earlier or later time and then as of such earlier or later time).


 


Capitalized terms used
and not defined herein shall have the meanings ascribed to them in the Series 2004-2
Note Purchase Agreement.


 


IN WITNESS WHEREOF, I
have hereunto set my hand as of this         
day of                           ,
20    .


 


	
   

  	
  SSCE FUNDING, LLC, as Issuer,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


B-1





















 


SCHEDULE I


 


Addresses for
Notices


 


If to:


 


Issuer:


 


SSCE Funding,
LLC

8182 Maryland Avenue

Clayton, Missouri 63105

Attention: [            ]

Telephone: 314-746-1215

Telecopy: 314-746-1281


 


Agent:


 


Société Générale

181 West Madison Street

Suite 3400

Chicago, Illinois  60602

Attention:  Asset Securitization Group


	
  Telephone No.:

  	
  (312) 578-5000

  
	
  Facsimile No.:

  	
  (312) 578-5199

  



 


 


Committed
Purchaser or Conduit Purchaser:


 


Barton Capital
LLC

c/o AMACAR Group, LLC

6525 Morrison Boulevard, Suite 318

Charlotte, North Carolina  28211

Attention:                                         Douglas
K. Johnson


	
  Telephone
  No.:

  	
  (704)
  365-0569

  
	
  Facsimile
  No.:

  	
  (704)
  365-1362

  



 


With a copy to


 


Société Générale

181 West Madison Street

Suite 3400

Chicago, Illinois  60602

Attention:  Asset Securitization Group


	
  Telephone
  No.:

  	
  (312)
  578-5000

  
	
  Facsimile
  No.:

  	
  (312)
  578-5199

  



 


I-1





















 


SCHEDULE II


 


Trade Names


 


[None.]


 


II-1