Exhibit 4.7
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ADMINISTRATION AGREEMENT
by and among
AIG CREDIT PREMIUM FINANCE MASTER TRUST,
as Issuer,
A.I. CREDIT CORP.,
as Trust Administrator,
A.I. RECEIVABLES TRANSFER CORP.,
as Seller,
and
BANK ONE, NATIONAL ASSOCIATION,
as Indenture Trustee
Dated as of November 5, 1999
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NY3:\829816\15\11278.0005
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TABLE OF CONTENTS
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Page
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SECTION 1. Duties of the Trust Administrator.................................................2
SECTION 2. Records..........................................................................10
SECTION 3. Compensation.....................................................................11
SECTION 4. Additional Information to be Furnished to the Issuer.............................11
SECTION 5. Independence of the Trust Administrator..........................................11
SECTION 6. No Joint Venture.................................................................11
SECTION 7. Other Activities of Trust Administrator..........................................11
SECTION 8. Term of Agreement; Resignation and Removal of Trust Administrator................11
SECTION 9. Action upon Termination, Resignation or Removal..................................13
SECTION 10. Notices..........................................................................13
SECTION 11. Amendments.......................................................................14
SECTION 12. Successors and Assigns...........................................................14
SECTION 13. Governing Law....................................................................15
SECTION 14. Headings.........................................................................15
SECTION 15. Counterparts.....................................................................15
SECTION 16. Severability.....................................................................15
SECTION 17. Not Applicable to A.I. Credit Corp. in Other Capacities..........................15
SECTION 18. Limitation of Liability of Owner Trustee and Indenture Trustee...................15
SECTION 19. Third-Party Beneficiary..........................................................16
SECTION 20. Nonpetition Covenant.............................................................16
EXHIBIT A Form of Power of Attorney.......................................................A-1
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This ADMINISTRATION AGREEMENT, dated as of November 5, 1999 (as
amended, supplemented or otherwise modified and in effect from time to time,
this "Agreement"), by and among AIG CREDIT PREMIUM FINANCE MASTER TRUST, a
Delaware business trust (the "Issuer), A.I. CREDIT CORP., a New Hampshire
corporation ("AIC" or in its capacity as trust administrator, the "Trust
Administrator"), A.I. RECEIVABLES TRANSFER CORP., a Delaware corporation (the
"Seller") and BANK ONE, NATIONAL ASSOCIATION not in its individual capacity, but
solely as Indenture Trustee (the "Indenture Trustee").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the Issuer is a business trust under the Delaware Business
Trust Act created by an Master Trust Agreement dated as of November 5, 1999 (as
amended, supplemented or otherwise modified and in effect from time to time, the
"Trust Agreement") between the Seller, as Depositor, and Chase Manhattan Bank
Delaware, as Owner Trustee (together with its successors and assigns in such
capacity, the "Owner Trustee").
WHEREAS, the Issuer is issuing Series 1999-A Class A, Class B and Class
C Asset Backed Notes ("Series 1999-A Notes"), Series 1999-B Class A, Class B and
Class C Asset Backed Notes, ("Series 1999-B Notes"), Series 1999-C Class A,
Class B and Class C Asset Backed Notes, ("Series 1999-C Notes") and Series
1999-D Class A, Class B and Class C Asset Backed Notes ("Series 1999-D Notes,"
and together with the Series 1999-A Notes, the Series 1999-B Notes and the
Series 1999-C Notes, the "Initial Series" and any other Series of Notes issued
by the Trust hereafter the "Notes") each pursuant to a Series Supplement to the
Base Indenture, dated as of the date hereof (as amended, supplemented or
otherwise modified and in effect from time to time, the "Base Indenture"),
between the Issuer and the Indenture Trustee (capitalized terms used herein that
are not otherwise defined shall have the meanings ascribed thereto in, or
incorporated by reference into, the Base Indenture or the Sale and Servicing
Agreement (as defined below));
WHEREAS, the Issuer has entered into certain agreements in connection
with the issuance of the Notes including (i) the sale and servicing agreement,
dated as of November 8, 1999 (as amended, supplemented or otherwise modified and
in effect from time to time, the "Sale and Servicing Agreement"), among the
Issuer, the Seller, AIC, AICCO, Inc., a California corporation ("AICCO"),
Imperial Premium Finance, Inc., a Delaware corporation, Imperial Premium
Finance, Inc., a California corporation and Imperial Premium Funding, Inc., a
Delaware corporation, collectively as servicer (in such capacity, the
"Servicer") and the Indenture Trustee, (ii) the Trust Agreement, (iii) the Base
Indenture, (iv) the Series 1999-A Supplement to the Base Indenture dated as of
November 8, 1999 (the "Series A Supplement"), between the Issuer and the
Indenture Trustee, relating to the issuance of the Series 1999-A Notes, (v) the
Series 1999-B Supplement to the Base Indenture dated as of November 8, 1999 (the
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"Series B Supplement"), between the Issuer and the Indenture Trustee, relating
to the issuance of the Series 1999-B Notes, (vi) the Series 1999-C Supplement to
the Base Indenture dated as of November 8, 1999 (the "Series C Supplement"),
between the Issuer and the Indenture Trustee, relating to the issuance of the
Series 1999-C Notes, (vii) the Series 1999-D Supplement to the Base Indenture
dated as of November 8, 1999 (the "Series D Supplement"), between the Issuer and
the Indenture Trustee, relating to the issuance of the Series 1999-D Notes and
(viii) any Series Supplement entered into in the future, relating to the
issuance of any other Series of Notes (the Sale and Servicing Agreement, the
Trust Agreement, the Base Indenture, the Series A Supplement, the Series B
Supplement, the Series C Supplement, the Series D Supplement and any other
Series Supplement being referred to hereinafter collectively as the "Related
Agreements");
WHEREAS, pursuant to the Related Agreements, the Issuer and the Owner
Trustee are required to perform certain duties in connection with (i) the Notes
and the collateral therefor pledged pursuant to the Base Indenture (the "Trust
Estate") and (ii) the beneficial ownership interest in the Issuer (the holder of
such interest being referred to herein as the "Depositor");
WHEREAS, the Issuer and the Owner Trustee desire to have the Trust
Administrator perform certain of the duties of the Issuer and the Owner Trustee
referred to in the preceding clause and to provide such additional services
consistent with the terms of this Agreement and the Related Agreements as the
Issuer and the Depositor may from time to time request; and
WHEREAS, the Trust Administrator has the capacity to provide the
services required hereby and is willing to perform such services for the Issuer
and the Owner Trustee on the terms set forth herein;
Capitalized terms used but not defined herein shall have the respective
meanings given to such terms in the Base Indenture, the Sale and Servicing
Agreement or the Trust Agreement, as applicable.
NOW, THEREFORE, in consideration of the mutual covenants contained
herein, and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as follows:
SECTION 1. Duties of the Trust Administrator.
(a) Duties with Respect to the Related Agreements and the Base
Indenture.
(i) The Trust Administrator agrees to perform all its duties
as Trust Administrator and the duties of the Issuer and the Owner
Trustee under any Depository Agreement. In addition, the Trust
Administrator shall consult with the Owner Trustee regarding the duties
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of the Issuer or the Owner Trustee under the Related Agreements. The
Trust Administrator shall monitor the performance of the Issuer and
shall advise the Owner Trustee when action is necessary to comply with
the respective duties of the Issuer and the Owner Trustee under the
Related Agreements. The Trust Administrator shall prepare for execution
by the Issuer, or shall cause the preparation by other appropriate
persons of, all such documents, reports, filings, instruments,
certificates and opinions that it shall be the duty of the Issuer or
the Owner Trustee to prepare, file or deliver pursuant to the Related
Agreements. In furtherance of the foregoing, the Trust Administrator
shall take all appropriate action that the Issuer or the Owner Trustee
is required to take pursuant to the Base Indenture and any Series
Supplement thereto, including, without limitation, such of the
foregoing as are required with respect to the following matters under
the Base Indenture:
(A) the duty to deliver a New Series Issuance Notice
to the Trustee with respect to a New Series Issuance (2.2(a));
(B) the duty to deliver an Issuer Order to the
Indenture Trustee directing the Indenture Trustee to
authenticate and deliver Notes in connection with a New Series
Issuance (2.2(a)(i));
(C) the duty to deliver an Opinion of Counsel with
respect to the grant by the Issuer to the Trustee of a
priority interest in and to the Trust Estate (2.2(a)(x);
(D) the preparation and delivery of evidence that the
Issuer has delivered the Trust Estate to the Indenture Trustee
and has performed other tasks in connection therewith
(2.2(a)(xi));
(E) the delivery of a Tax Opinion in connection with
a New Series Issuance (2.2(a)(v)); and a transfer of the Trust
Interest (2.3);
(F) the duty to notify the Indenture Trustee to
authenticate and deliver a Series of Notes to underwriters for
sale or retention by the Issuer (2.4(b));
(G) the duty to notify the Indenture Trustee to
deliver Notes of additional Series to Persons designated in
the Series Supplement thereto and other duties in connection
therewith (2.4(b));
(H) the preparation and delivery of notice to the
Indenture Trustee of the appointment of the Note Registrar and
location of a Note Register (2.6(a));
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(I) the duty to deliver, to the Indenture Trustee or
Transfer Agent and Registrar, Bearer and Registered Notes
(2.6(a));
(J) the duty to maintain a Paying Agent and a
Transfer Agent and Registrar outside the United States (as
defined in subsection 2.6(d) of the Base Indenture (2.7(a));
(K) the duty to cause each Paying Agent to deliver an
instrument to the Indenture Trustee wherein such Paying Agent
agrees to fulfill certain obligations (2.8(a));
(L) the delivery of an Issuer Order directing any
Paying Agent to pay to the Indenture Trustee all sums held in
trust by such Paying Agent, for the purpose of obtaining the
satisfaction and discharge of the Base Indenture (2.8(b));
(M) the preparation and delivery of an Issuer Request
for the release of funds held for two years or longer
(2.8(c));
(N) the duty to request additional information or
certification required to be obtained from any transferee of
any Series of Notes (2.9(a)(i));
(O) the duty to request additional information or
certification from a transferee with respect to any transfer
of Restricted Global Notes (2.9(a)(i)(B));
(P) the duty to adopt certification requirements with
respect to any transfer or exchange of a Global Note for a
Note in definitive registered form (2.9(a)(i)(D)(vii));
(Q) the duty to collect monies to cover any transfer
tax or other governmental charge in connection with any
exchange or registration of transfer of Notes (2.9(c));
(R) the delivery of an Issuer Order to the Indenture
Trustee requesting that the Indenture Trustee execute,
authenticate and deliver temporary Notes for a particular
Series, and the duty to cause Definitive Notes to be prepared
without unreasonable delay (2.11);
(S) the delivery to the Indenture Trustee for
cancellation any Notes previously authenticated and delivered
under the Base Indenture, acquired by the Issuer (2.13);
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(T) the duty to prepare and deliver an Issuer Request
to release property from the lien of the Indenture (2.14);
(U) the duty to notify the Indenture Trustee in
writing that the Issuer has elected to terminate the
book-entry system through the Clearing Agency or Foreign
Clearing Agency with respect to any Series of Notes following
an Event of Default (2.18(a));
(V) the duty to notify the Indenture Trustee if and
when the Notes are listed on any stock exchange (4.4);
(W) the duty to instruct or cause the Servicer to
instruct the Indenture Trustee with respect to investment of
funds on deposit in the Principal Account, the Finance Charge
Account and any Series Account (5.3(e));
(X) the duty to pay or cause the payment of
Collections, by the Servicer, to the Collection Account
(5.4(a));
(Y) the duty to notify the Servicer to transfer
amounts representing Credit Balances (5.4(a));
(Z) the duty to deposit all Collections as set forth
in Section 5.3(a) of the Base Indenture into a new Collection
Account upon the disqualification of the institution
maintaining the Collection Account (5.4(e));
(AA) the duty to provide notice with respect to any
changes in Issuer's location (8.2);
(BB) the obtaining and preservation of the Issuer's
qualification to do business in each jurisdiction in which
such qualification is or shall be necessary to protect the
validity and enforceability of the Base Indenture, the Notes
and the Receivables (8.4);
(CC) the duty to prepare or cause to be prepared all
supplements and amendments to the Base Indenture, instruments
of further assurance and other instruments and the taking of
such other action as is necessary or advisable to protect the
Trust Estate (8.5);
(DD) the identification to the Indenture Trustee in
an AIC Officer's Certificate of a Person or Persons with whom
the Issuer has contracted to perform its duties under the Base
Indenture (8.7(b));
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(EE) the duty to file (or caused to be filed) any and
all of financing statements (8.7(c));
(FF) the duty to notify the Trustee of a Servicer
Default under the Sale and Servicing Agreement (8.7(d));
(GG) the duty to give notice of termination to the
Servicer of the Servicer's rights and powers pursuant to the
Sale and Servicing Agreement (8.7(e));
(HH) the duty to notify the Indenture Trustee of (a)
the termination of the Servicer and (b) the appointment of a
Successor Servicer (8.7(f));
(II) the duty to take all reasonable actions
requested by the Indenture Trustee to enforce its rights
lender the Related Documents (8.7(h));
(JJ) the annual delivery of an AIC Officer's
Certificate from an Authorized Officer of the Issuer
certifying as to certain matters with respect to the Issuer
(8.9);
(KK) the delivery to the Indenture Trustee of an AIC
Officer's Certificate and an AIC Opinion of Counsel in
connection with a consolidation or merger of the Issuer
certifying as to compliance with the provisions of the Base
Indenture (8.10(a)(v));
(LL) the delivery to the Indenture Trustee of an AIC
Officer's Certificate and an AIC Opinion of Counsel in
connection with a conveyance or transfer of all or
substantially all of the assets of the Trust certifying as to
compliance with the provisions of the Base Indenture
(8.10(b)(v));
(MM) the delivery of written notice to the Indenture
Trustee that the Issuer has been released from its obligations
under the Base Indenture, with respect to the Notes, upon the
conveyance or transfer of all or substantially all of the
assets of the Trust (8.11(b));
(NN) the duty to cause the Servicer to comply with
the Sale and Servicing Agreement (8.14);
(OO) the duty to cause the Issuer to comply with the
Requirements of Law (8.17);
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(PP) the delivery of written notice to the Trustee
and the Rating Agencies of any default under any Related
Agreement (8.19(b));
(QQ) the duty to make any required filings and to
deliver to the Indenture Trustee an AIC Officer's Certificate,
an AIC Opinion of Counsel and copies of all required filings,
in connection with a change of name or a change in the
location of the principal office of the Issuer (subject to
certain exceptions) (8.24);
(RR) the fixing or causing to be fixed of any special
record date and the notification of the Indenture Trustee and
the Noteholders of such date and the amount to be paid
(10.11(a);
(SS) the duty to cause the Servicer and the Seller to
comply with their obligations to the Issuer under the Sale and
Servicing Agreement (10.18(a));
(TT) the duty to remove the Indenture Trustee and the
preparation and delivery of notice to the Servicer and the
Indenture Trustee of the removal of the Indenture Trustee and
the appointment of a successor Indenture Trustee (11.7(b));
(UU) the preparation of any written instruments
required to confirm more fully the authority of any co-trustee
or separate trustee and any written instructions necessary in
connection with the resignation or removal of any co-trustee
or separate trustee and the providing of consent to the
appointment of a co-trustee or separate trustee (11.10);
(VV) the duty to cause a final payment to be made in
respect of a particular Series of Notes (12.5);
(WW) the duty to pay or cause to be paid or
irrevocably deposit or cause to be irrevocably deposited in
the Payment Account and any applicable Series Account funds
sufficient to pay in full all amounts owed to each Enhancement
Provider and all Issuer Obligations (12.1(B));
(XX) the preparation and delivery to the Indenture
Trustee and any Enhancement Provider of an AIC Officer's
Certificate, and AIC Opinion of Counsel and an Independent
Certificate, if necessary, each meeting the applicable
requirements of subsection 15.1(a) of the Base Indenture and
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each stating that the conditions precedent providing for the
satisfaction and discharge of the Base Indenture have been
satisfied (12.1(F));
(YY) the preparation and delivery of Issuer Order,
the preparation of Issuer Orders with respect to any
amendments to the Base Indenture with the consent of
Noteholders (13.2);
(ZZ) the duty to prepare and deliver Compliance
Certificates and Opinions in connection with request by Issuer
to the Indenture Trustee to take any action under the Base
Indenture (15.1(a),(b));
(AAA) the duty to provide alternate payment or notice
with respect to alternate payment to Noteholders (15.6);
(BBB) the duty to record the Base Indenture, if
applicable (15.15);
(CCC) the duty to file an answer with respect to any
bankruptcy proceedings filed against the Issuer (15.17);
(DDD) the selection of rating agency or agencies to
rate all or a portion of any Series of Notes (definitions.);
and
(EEE) the preparation, obtaining or filing of
instruments, opinions, certificates and other documents (other
than the preparation of UCC amendments, which shall be the
responsibility of the Servicer under the Sale and Servicing
Agreement) required for the release of Trust Estate.
(ii) The Trust Administrator will:
(A) to the extent not paid by the Seller, indemnify
the Owner Trustee and its agents for, and hold them harmless
against, any loss, liability or expense incurred without
willful misconduct or gross negligence on their part, arising
out of or in connection with the acceptance or administration
of the transactions contemplated by the Trust Agreement,
including the reasonable costs and expenses of defending
themselves against any claim or liability in connection with
the exercise or performance of any of their powers or duties
under the Trust Agreement.
(b) Additional Duties.
(i) In addition to the duties set forth in Section 1
(a)(i), the Trust Administrator shall perform or shall cause
the performance by the appropriate persons of such
calculations and shall prepare or shall cause the preparation
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by other appropriate persons of, and shall execute on behalf
of the Issuer or the Owner Trustee, all such documents,
reports, filings, instruments, certificates and opinions that
it shall be the duty of the Issuer or the Owner Trustee to
prepare, file or deliver pursuant to the Related Agreements
not required to be done by the Servicer or Seller, and at the
request of the Owner Trustee shall take all appropriate action
that the Issuer or the Owner Trustee is required to take
pursuant to the Related Agreements not required to be taken by
the Servicer or Seller. In furtherance thereof, the Owner
Trustee shall on behalf of itself and of the Issuer, execute
and deliver to the Trust Administrator and to each successor
Trust Administrator appointed pursuant to the terms hereof,
one or more powers of attorney substantially in the forms of
Exhibits A hereto, appointing the Trust Administrator the
attorney-in-fact of the Owner Trustee and the Issuer for the
purpose of executing on behalf of the Owner Trustee and the
Issuer all such documents, reports, filings, instruments,
certificates and opinions. Subject to Section 5 of this
Agreement, and in accordance with the directions of the Owner
Trustee, the Trust Administrator shall administer, perform or
supervise the performance of such other activities in
connection with the Trust Estate (including the Related
Agreements) as are not covered by any of the foregoing
provisions and as are expressly requested by the Owner Trustee
and are reasonably within the capability of the Trust
Administrator.
(ii) Notwithstanding anything in this Agreement or
the Related Agreements to the contrary, the Trust
Administrator shall be responsible for promptly notifying the
Servicer in the event that any withholding tax is imposed on
the Trust's payments (or allocations of income) to the
Depositor as contemplated in Section 5.02(c) of the Trust
Agreement. Any such notice shall specify the amount of any
withholding tax required to be withheld by the Servicer
pursuant to such provision.
(iii) Notwithstanding anything in this Agreement or
the Related Agreements to the contrary, the Trust
Administrator shall be responsible for performance of the
duties of the Owner Trustee set forth in Section 5.05 of the
Trust Agreement with respect to, among other things,
accounting and reports to the Depositor.
(iv) The Trust Administrator shall provide written
notice to the Indenture Trustee upon notification to the Trust
Administrator that the Clearing Agency or Foreign Clearing
Agency is no longer willing or able to properly discharge its
responsibilities as described in the Section 2.18(a) of the
Base Indenture. Upon the receipt of such notification from the
Clearing Agency or Foreign Clearing Agency, the Trust
Administrator shall use reasonable efforts to locate and
appoint a qualified successor Clearing Agency.
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(v) In carrying out the foregoing duties or any of
its other obligations under this Agreement, the Trust
Administrator may enter into transactions or otherwise deal
with any of its Affiliates; provided that the terms of any
such transactions or dealings shall be in accordance with any
directions received from the Issuer and shall be, in the Trust
Administrator's opinion, no less favorable to the Issuer than
would be available from unaffiliated parties.
(c) Non-Ministerial Matters.
(i) With respect to matters that in the reasonable
judgment of the Trust Administrator are non-ministerial, the
Trust Administrator shall not take any action unless within a
reasonable time before the taking of such action, the Trust
Administrator shall have notified the Owner Trustee and the
Owners of the proposed action and neither the Owners nor the
Owner Trustee shall have unreasonably withheld consent or
provided an alternative direction. For the purpose of the
preceding sentence, "non-ministerial matters" shall include,
without limitation:
(A) the initiation of any claim or lawsuit
by the Issuer and the compromise of any action, claim
or lawsuit brought by or against the Issuer (other
than in connection with the collection of the
Receivables and the Transferor Certificate);
(B) the amendment, change or modification of
the Related Agreements;
(C) the appointment of successor Note
Registrars and successor Paying Agents covered
pursuant to the Base Indenture or the appointment of
a successor Trust Administrator or a successor
Servicer, or the consent to the assignment by the
Note Registrar or, Paying Agent of its obligations
under the Base Indenture; and
(ii) Notwithstanding anything to the contrary in this
Agreement, the Trust Administrator shall not be obligated to,
and shall not, (A) make any payments to the Noteholders under
the Related Agreements, (B) sell the Trust Estate pursuant to
clause (a) of Section 5.9 of the Base Indenture, (C) sell the
Receivables or the Transferor Certificate after the
termination of the Base Indenture (D) take any other action
that the Issuer directs the Trust Administrator not to take on
its behalf or (E) take any other action which may be construed
as having the effect of varying the investment of the Holders.
SECTION 2. Records. The Trust Administrator shall maintain appropriate
books of account and records relating to services performed hereunder, which
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books of account and records shall be accessible for inspection by the Issuer at
any time during normal business hours.
SECTION 3. Compensation. As compensation for the performance of the
Trust Administrator's obligations under this Agreement and as reimbursement for
its expenses related thereto, the Trust Administrator shall be entitled to an
annual payment of compensation of $2,500 which shall be solely an obligation of
the Servicer.
SECTION 4. Additional Information to be Furnished to the Issuer. The
Trust Administrator shall furnish to the Issuer from time to time such
additional information regarding the Trust Estate as the Issuer shall reasonably
request.
SECTION 5. Independence of the Trust Administrator. For all purposes of
this Agreement, the Trust Administrator shall be an independent contractor and
shall not be subject to the supervision of the Issuer or the Owner Trustee with
respect to the manner in which it accomplishes the performance of its
obligations hereunder. Unless expressly authorized by the Issuer, the Trust
Administrator shall have no authority to act for or represent the Issuer, the
Owner Trustee or the Indenture Trustee in any way and shall not otherwise be
deemed an agent of the Issuer, the Owner Trustee or the Indenture Trustee.
SECTION 6. No Joint Venture. Nothing contained in this Agreement (i)
shall constitute the Trust Administrator and either of the Issuer, the Owner
Trustee or the Indenture Trustee as members of any partnership, joint venture,
association, syndicate, unincorporated business or other separate entity, (ii)
shall be construed to impose any liability as such on any of them or (iii) shall
be deemed to confer on any of them any express, implied or apparent authority to
incur any obligation or liability on behalf of the others.
SECTION 7. Other Activities of Trust Administrator. Nothing herein
shall prevent the Trust Administrator or its Affiliates from engaging in other
businesses or, in its sole discretion, from acting in a similar capacity as
administrator for any other Person or entity even though such person or entity
may engage in business activities similar to those of the Issuer, the Owner
Trustee or the Indenture Trustee.
SECTION 8. Term of Agreement; Resignation and Removal of Trust
Administrator. This Agreement shall continue in force until the dissolution of
the Issuer, upon which event this Agreement shall automatically terminate.
(a) Subject to Sections 8(d) and 8(e), the Trust Administrator may
resign its duties hereunder by providing the Issuer with at least 60 days' prior
written notice.
(b) Subject to Sections 8(d) and 8(e), the Issuer may remove the Trust
Administrator without cause by providing the Trust Administrator with at least
60 days' prior written notice.
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(c) Subject to Sections 8(d) and 8(e), at the sole option of the
Issuer, the Trust Administrator may be removed immediately upon written notice
of termination from the Issuer to the Trust Administrator if any of the
following events shall occur:
(i) the Trust Administrator shall default in the performance
of any of its duties under this Agreement and, after notice of such
default, shall not cure such default within 30 days (or, if such
default cannot be cured in such time, shall not give within ten days
such assurance of cure as shall be reasonably satisfactory to the
Issuer);
(ii) a court having jurisdiction in the premises shall enter a
decree or order for relief, and such decree or order shall not have
been vacated within 60 days, in respect of the Trust Administrator in
any involuntary case under any applicable bankruptcy, insolvency or
other similar law now or hereafter in effect or appoint a receiver,
liquidator, assignee, custodian, trustee, sequestrator or similar
official for the Trust Administrator or any substantial part of its
property or order the winding-up or liquidation of its affairs; or
(iii) the Trust Administrator shall commence a voluntary case
under any applicable bankruptcy, insolvency or other similar law now or
hereafter in effect, shall consent to the entry of an order for relief
in an involuntary case under any such law, or shall consent to the
appointment of a receiver, liquidator, assignee, trustee, custodian,
sequestrator or similar official for the Trust Administrator or any
substantial part of its property, shall consent to the taking of
possession by any such official of any substantial part of its
property, shall make any general assignment for the benefit of
creditors or shall fail generally to pay its debts as they become due.
The Trust Administrator agrees that if any of the events specified in
clauses (ii) or (iii) above shall occur, it shall give written notice thereof to
the Issuer, the Owner Trustee and the Indenture Trustee within seven days after
the occurrence of such event.
(d) No resignation or removal of the Trust Administrator pursuant to
this Section shall be effective until (i) a successor Trust Administrator shall
have been appointed by the Issuer and (ii) such successor Trust Administrator
shall have agreed in writing to be bound by the terms of this Agreement in the
same manner as the Trust Administrator is bound hereunder.
(e) The appointment of any successor Trust Administrator shall be
effective only after satisfaction of the Rating Agency Condition with respect to
the proposed appointment.
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(f) Subject to Section 8(d) and 8(e), the Trust Administrator
acknowledges that upon the appointment of a successor Servicer pursuant to the
Sale and Servicing Agreement, the Trust Administrator shall immediately resign
and such successor Servicer shall automatically become the Trust Administrator
under this Agreement; provided, however, that this Section 8(f) shall not apply
at such times as the Indenture Trustee shall be the successor Servicer.
SECTION 9. Action upon Termination, Resignation or Removal. Promptly
upon the effective date of termination of this Agreement pursuant to the first
sentence of Section 8 or the resignation or removal of the Trust Administrator
pursuant to Section 8(a), (b) or (c), respectively, the Trust Administrator
shall be entitled to be paid all fees and reimbursable expenses accruing to it
to the date of such termination, resignation or removal. The Trust Administrator
shall forthwith upon such termination pursuant to the first sentence of Section
8 deliver to the Issuer all property and documents of or relating to the Trust
Estate then in the custody of the Trust Administrator. In the event of the
resignation or removal of the Trust Administrator pursuant to Section 8(a), (b)
or (c), respectively, the Trust Administrator shall cooperate with the Issuer
and take all reasonable steps requested to assist the Issuer in making an
orderly transfer of the duties of the Trust Administrator. The Trust
Administrator's payment and indemnification obligations pursuant to this
Agreement which arose as a result of Trust Administrator's actions while acting
as Trust Administrator shall survive the termination of this Agreement and the
resignation and removal of the Trust Administrator.
SECTION 10. Notices. Any notice, report or other communication given
hereunder shall be in writing and addressed as follows:
(a) if to the Issuer or the Owner Trustee, to:
AIG CREDIT PREMIUM FINANCE MASTER TRUST c/o Chase
Manhattan Bank Delaware 1201 Market Street
Wilmington, DE 19801
(b) if to the Trust Administrator, to:
A.I. CREDIT CORP.
160 Water Street
New York, NY 10038-4922
(c) if to the Indenture Trustee, to:
Bank One, National Association
1 Bank One Plaza
Chicago, Illinois 60670
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(d) if to the Owner Trustee, to:
Chase Manhattan Bank Delaware
1201 Market Street
Wilmington, DE 19801
or to such other address as any party shall have provided to the other parties
in writing. Any notice required to be in writing hereunder shall be deemed given
if such notice is mailed by certified mail, postage prepaid, or hand-delivered
to the address of such party as provided above.
SECTION 11. Amendments. This Agreement may be amended from time to time
by a written amendment duly executed and delivered by the parties hereto, with
the written consent of the Owner Trustee, but without the consent of the
Noteholders, for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of this Agreement or of modifying in
any manner the rights of the Noteholders; provided that such amendment will not
materially and adversely affect the interest of any Noteholder. This Agreement
may also be amended by the parties hereto with the written consent of the Owner
Trustee and the holders of Notes evidencing at least a majority of the
[Outstanding Principal Amount] of the Notes for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Agreement or of modifying in any manner the rights of Noteholders;
provided, further, that no such amendment may (i) increase or reduce in any
manner the amount of, or accelerate or delay the timing of, collections of
payments on the Receivables or the Transferor Certificate or distributions that
are required to be made for the benefit of the Noteholders or (ii) reduce the
aforesaid percentage of the holders of Notes which are required to consent to
any such amendment, without the consent of the holders of all outstanding Notes.
Notwithstanding the foregoing, the Trust Administrator may not amend this
Agreement without the permission of the Seller, which permission shall not be
unreasonably withheld.
SECTION 12. Successors and Assigns. This Agreement may not be assigned
by the Trust Administrator unless such assignment is previously consented to in
writing by the Issuer, the Owner Trustee and the Indenture Trustee and subject
to the satisfaction of the Rating Agency Condition in respect thereof. An
assignment with such consent and satisfaction, if accepted by the assignee,
shall bind the assignee hereunder in the same manner as the Trust Administrator
is bound hereunder. Notwithstanding the foregoing, this Agreement may be
assigned by the Trust Administrator without the consent of the Issuer, the
Indenture Trustee or the Owner Trustee to a corporation or other organization
that is a successor (by merger, consolidation or purchase of assets) to the
Trust Administrator; provided that such successor organization executes and
delivers to the Issuer, the Owner Trustee and the Indenture Trustee an
agreement, in form and substance reasonably satisfactory to the Issuer, the
Owner Trustee and the Indenture Trustee, in which such corporation or other
organization agrees to be bound hereunder by the terms of said assignment in the
same manner as the Trust Administrator is bound hereunder. Subject to the
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foregoing, this Agreement shall bind any successors or assigns of the parties
hereto.
SECTION 13. Governing Law. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of New York.
SECTION 14. Headings. The section and subsection headings hereof have
been inserted for convenience of reference only and shall not be construed to
affect the meaning, construction or effect of this Agreement.
SECTION 15. Counterparts. This Agreement may be executed in several
counterparts, each of which shall be an original and all of which shall
constitute but one and the same agreement.
SECTION 16. Severability. Any provision of this Agreement that is
prohibited or unenforceable in any jurisdiction shall be ineffective to the
extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.
SECTION 17. Not Applicable to A.I. Credit Corp. in Other Capacities.
Nothing in this Agreement shall affect any obligation A.I. Credit Corp. may have
in any other capacity.
SECTION 18. Limitation of Liability of Owner Trustee and Indenture
Trustee.
(a) Notwithstanding anything contained herein to the contrary, this
instrument has been countersigned by Chase Manhattan Bank Delaware, not in its
individual capacity but solely in its capacity as Owner Trustee of the Issuer,
and in no event shall Chase Manhattan Bank Delaware in its individual capacity
or any beneficial owner of the Issuer have any liability for the
representations, warranties, covenants, agreements or other obligations of the
Issuer hereunder, as to all of which recourse shall be had solely to the assets
of the Issuer. For all purposes of this Agreement, in the performance of any
duties or obligations of the Issuer hereunder, the Owner Trustee shall be
subject to, and entitled to the benefits of, the terms and provisions of
Articles VII and VIII, of the Trust Agreement.
(b) Notwithstanding anything contained herein to the contrary, this
Agreement has been countersigned by Bank One, National Association, not in its
individual capacity but solely as Indenture Trustee and in no event shall Bank
One, National Association have any liability for the representations,
warranties, covenants, agreements or other obligations of the Issuer hereunder
or in any of the certificates, notices or agreements delivered pursuant hereto,
as to all of which recourse shall be had solely to the assets of the Issuer.
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SECTION 19. Third-Party Beneficiary. The Owner Trustee is third-party
beneficiary to this Agreement and is entitled to the rights and benefits
hereunder and may enforce the provisions hereof as if it were a party hereto.
SECTION 20. Nonpetition Covenant.
Notwithstanding any prior termination of this Agreement, the Seller,
the Trust Administrator, the Owner Trustee and the Indenture Trustee shall not,
prior to the date which is one year and one day after the termination of this
Agreement with respect to the Issuer, acquiesce, petition or otherwise invoke or
cause the Issuer to invoke the process of any court or government authority for
the purpose of commencing or sustaining a case against the Issuer under any
Federal or state bankruptcy, insolvency or similar law or appointing a receiver,
liquidator, assignee, trustee, custodian, sequestrator or other similar official
of the Issuer or any substantial part of its property, or ordering the winding
up or liquidation of the affairs of the Issuer.
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IN WITNESS WHEREOF, the parties hereto have caused this Administration
Agreement to be duly executed and delivered as of the day and year first above
written.
AIG CREDIT PREMIUM FINANCE MASTER TRUST
By: CHASE MANHATTAN BANK
DELAWARE,
not in its individual capacity
but solely as Owner Trustee
By: /s/ Denis Kelly
----------------------------------------
Name: Denis Kelly
Title: Assistant Vice President
A.I. RECEIVABLES TRANSFER CORP.,
as Seller
By: /s/ Michael D. Vogen
----------------------------------------
Name: Michael D. Vogen
Title: Vice President
BANK ONE, NATIONAL ASSOCIATION
not in its individual capacity but
solely as Indenture Trustee
By: /s/ Steve M. Husbands
----------------------------------------
Name: Steve M. Husbands
Title: Assitant Vice President
A.I. CREDIT CORP., as Trust
Administrator
By: /s/ Michael D. Vogen
----------------------------------------
Name: Michael D. Vogen
Title: Senior Vice President
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EXHIBIT A
---------
FORM OF
POWER OF ATTORNEY
STATE OF____________________________)
)
COUNTY OF___________________________)
KNOW ALL MEN BY THESE PRESENTS, that CHASE MANHATTAN BANK DELAWARE, a
Delaware banking corporation, not in its individual capacity but solely as owner
trustee ("Owner Trustee") for the AIG CREDIT PREMIUM FINANCE MASTER TRUST (the
"Trust"), does hereby make, constitute, and appoint A.I. CREDIT CORP. as Trust
Administrator under the Administration Agreement (as defined below), and its
agents and attorneys, as Attorneys-in-Fact to execute on behalf of the Owner
Trustee or the Trust all such documents, reports, filings, instruments,
certificates and opinions as it shall be the duty of the Owner Trustee or the
Trust to prepare, file or deliver pursuant to the Related Agreements (as defined
in the Administration Agreement), including, without limitation, to appear for
and represent the Owner Trustee and the Trust in connection with the
preparation, filing and audit of federal, state and local tax returns pertaining
to the Trust, and with full power to perform any and all acts associated with
such returns and audits that the Owner Trustee could perform, including without
limitation, the right to distribute and receive confidential information, defend
and assert positions in response to audits, initiate and defend litigation, and
to execute waivers of restriction on assessments of deficiencies, consents to
the extension of any statutory or regulatory time limit, and settlements. For
the purpose of this Power of Attorney, the term "Administration Agreement" means
the Administration Agreement, dated as of November 5, 1999 by and among the
Trust, A.I. Credit Corp., as Trust Administrator, A.I. Receivables Transfer
Corp., as Seller and Bank One, National Association as Indenture Trustee, as
such may be amended, supplemented or otherwise modified and in effect from time
to time.
All powers of attorney for this purpose heretofore filed or executed by
the Owner Trustee are hereby revoked.
EXECUTED this___ day of____________________, 1999
CHASE MANHATTAN BANK
DELAWARE,
not in its individual capacity but solely as
Owner Trustee
By:
-----------------------------------------
Name:
Title:
A-1
