RECEIVABLES SALE AGREEMENT
DATED AS OF JULY 2, 2001
AMONG
CHOICEPOINT CAPITAL INC., AS SELLER,
AND
CHOICEPOINT FINANCIAL INC., AS PURCHASER
全文目录如下:
详细内容见附件
ARTICLE I CONTRIBUTION AND SALE OF RECEIVABLES
Section 1.1 Capitalization of Purchaser
Section 1.2 Purchases; Purchase Reports
Section 1.3 Payment for the Purchases
Section 1.4 Purchase Price Credit Adjustments
Section 1.5 Payments and Computations, Etc
Section 1.6 License of Software
Section 1.7 Intention of the Parties; Marking of Records; Further Assurances
Section 1.8 Characterization; Grant of Security Interest
ARTICLE II REPRESENTATIONS AND WARRANTIES
Section 2.1 Representations and Warranties of Seller
ARTICLE III CONDITIONS OF PURCHASE
Section 3.1 Conditions Precedent to Purchase.
Section 3.2 Conditions Precedent to Subsequent Payments.
Section 4.1 Affirmative Covenants of Seller.
Section 4.2 Negative Covenants of Seller.
Section 5.1 Termination Events.
Section 6.1 Indemnities by Seller
Section 6.2 Other Costs and Expenses.
Section 7.1 Waivers and Amendments.
Section 7.3 Protection of Ownership Interests of Purchaser.
Section 7.5 Bankruptcy Petition.
Section 7.7 CONSENT TO JURISDICTION.
Section 7.8 WAIVER OF JURY TRIAL.
Section 7.9 Integration; Binding Effect; Survival of Terms.
Section 7.10 Counterparts; Sever ability; Section References.
EXHIBITS AND SCHEDULES
Exhibit I- Definitions
Exhibit II- Chief Executive Office; Principal Place(s) of Business; Location(s) of Records; Federal Employer Identification Number; Other Names
Exhibit III- Lock Boxes, Lock Box Accounts, Depositary Accounts
Exhibit IV- Form of Financial Officer's Certificate
Exhibit V- Form of Subordinated Note
Exhibit VI Form of Purchase Report
Schedule A List of Documents to Be Delivered to Purchaser Prior to the Closing Date
RECEIVABLES SALE AGREEMENT
THIS RECEIVABLES SALE AGREEMENT, dated as of July 2, 2001, is by and between:
(a) ChoicePoint Capital Inc., a Delaware corporation (together with its successors, "SELLER"), and
(b) ChoicePoint Financial Inc., a Delaware corporation (together with its successors, "PURCHASER").
UNLESS DEFINED ELSEWHERE HEREIN, CAPITALIZED TERMS USED IN THIS AGREEMENT SHALL HAVE THE MEANINGS ASSIGNED TO SUCH TERMS IN EXHIBIT I HERETO OR, IF NOT DEFINED THEREIN, IN THE FIRST STEP SALE AGREEMENT (HEREINAFTER DEFINED).
PRELIMINARY STATEMENTS
Purchaser may from time to time acquire various Receivables and the Related Security and Collections associated therewith pursuant to that certain Receivables Sale and Contribution Agreement dated as of July 2, 2001 by and among ChoicePoint Services Inc. ("PARENT ORIGINATOR"), PRC Corporation, a Georgia corporation, ChoicePoint Business and Government Services Inc., a Georgia corporation, ChoicePoint Direct Inc., an Illinois corporation, Statewide Data Services, Inc., a Florida corporation, I. R. S. C., Inc., a California corporation, ChoicePoint Public Records Inc., a Georgia corporation, Patex Corporation, a Pennsylvania corporation, National Safety Alliance Incorporated, a Tennessee corporation, and BTi Employee Screening Services Inc., a Texas corporation (all of the foregoing including Parent Originator, collectively, the "ORIGINATORS"), as sellers, and Seller, as purchaser (as amended, restated or otherwise modified from time to time, the "FIRST STEP SALE AGREEMENT").