RECEIVABLES SALE AGREEMENT

Receivables Purchase Transfer Agreement

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NORTHERN INDIANA PUBLIC SERVICE COMPANY | NIPSCO RECEIVABLES CORPORATION

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Title: RECEIVABLES SALE AGREEMENT
Governing Law: New York Date: 3/19/2004

RECEIVABLES SALE AGREEMENT, Parties: northern indiana public service company , nipsco receivables corporation

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EXHIBIT 10.4

EXECUTION COPY

RECEIVABLES SALE AGREEMENT

Dated as of December 30, 2003

Between

NORTHERN INDIANA PUBLIC SERVICE COMPANY

as Seller

and

NIPSCO RECEIVABLES CORPORATION

as Purchaser

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TABLE OF CONTENT

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Page

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ARTICLE I. DEFINITIONS............................................................. 1

SECTION 1.01. Certain Defined Terms............................................. 1

SECTION 1.02. Other Terms....................................................... 4

SECTION 1.03. Incorporation of Defined Terms.................................... 4

ARTICLE II. AMOUNTS AND TERMS OF PURCHASES AND CONTRIBUTIONS........................ 4

SECTION 2.01. Facility.......................................................... 4

SECTION 2.02. Making Purchases.................................................. 4

SECTION 2.03. Collections....................................................... 5

SECTION 2.04. Settlement Procedures............................................. 6

SECTION 2.05. Payments and Computations, Etc.................................... 6

SECTION 2.06. Contributions..................................................... 7

SECTION 2.07. Grant of Security Interest........................................ 7

ARTICLE III. CONDITIONS OF PURCHASES................................................. 7

SECTION 3.01. Conditions Precedent to Initial Purchase from the Seller.......... 7

SECTION 3.02. Conditions Precedent to All Purchases............................. 7

ARTICLE IV. REPRESENTATIONS AND WARRANTIES.......................................... 8

SECTION 4.01. Representations and Warranties of the Seller...................... 8

ARTICLE V. COVENANTS............................................................... 11

SECTION 5.01. Covenants of the Seller........................................... 16

SECTION 5.02. Intent of the Seller and the Purchaser............................ 17

ARTICLE VI. ADMINISTRATION AND COLLECTION........................................... 17

SECTION 6.01. Designation of Servicer........................................... 17

SECTION 6.02. Certain Rights of the Purchaser................................... 18

SECTION 6.03. Rights and Remedies............................................... 18

SECTION 6.04. Transfer of Records to Purchaser.................................. 19

ARTICLE VII. EVENTS OF TERMINATION................................................... 19

SECTION 7.01. Events of Termination............................................. 19

ARTICLE VIII. INDEMNIFICATION......................................................... 21

SECTION 8.01. Indemnities by the Seller......................................... 21

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ARTICLE IX. MISCELLANEOUS........................................................... 22

SECTION 9.01. Amendments, Etc................................................... 23

SECTION 9.02. Notices, Etc...................................................... 23

SECTION 9.03. Binding Effect; Assignability..................................... 23

SECTION 9.04. Costs, Expenses and Taxes......................................... 24

SECTION 9.05. No Proceedings.................................................... 24

SECTION 9.06. Confidentiality................................................... 24

SECTION 9.07. GOVERNING LAW..................................................... 24

SECTION 9.08. Third Party Beneficiary........................................... 24

SECTION 9.09. Subordination..................................................... 24

SECTION 9.10. Execution in Counterparts......................................... 25

SECTION 9.11. Integration; Survival of Termination.............................. 25

SECTION 9.12. Consent to Jurisdiction........................................... 25

SECTION 9.13. WAIVER OF JURY TRIAL.............................................. 26

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EXHIBITS and ANNEXES

EXHIBIT A Blocked Account Banks

EXHIBIT B Form of Promissory Note for Deferred Purchase Price

EXHIBIT C Trade Names and Former Names

ANNEX A Additional Representations and Warranties of the Seller

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RECEIVABLES SALES AGREEMENT

Dated as of December 30, 2003

NORTHERN INDIANA PUBLIC SERVICE COMPANY, an Indiana

corporation (the "Seller"), and NIPSCO RECEIVABLES CORPORATION, an Indiana

corporation (the "Purchaser"), agree as follows:

PRELIMINARY STATEMENTS. (1) Certain terms which are

capitalized and used throughout this Agreement (in addition to those defined

above) are defined in Article I of this Agreement.

(2) The Seller has Receivables that it wishes to sell to

the Purchaser, and the Purchaser is prepared to purchase such Receivables on the

terms set forth herein.

(3) The Seller may also wish to contribute Receivables to

the capital of the Purchaser on the terms set forth herein.

NOW, THEREFORE, the parties agree as follows:

ARTICLE I. DEFINITIONS

SECTION 1.01. Certain Defined Terms. The following terms shall

have the following meanings (such meanings to be equally applicable to both the

singular and plural forms of the terms defined):

"Agreement" means this Receivables Sales Agreement, as the

same may be amended, restated, supplemented or otherwise modified from

time to time.

"Closing Date" means December 30, 2003 or, if later, the first

date on which the conditions precedent set forth in Section 3.01 are

satisfied.

"Contributed Receivable" has the meaning specified in Section

2.06.

"Deferred Purchase Price" means the portion of the Purchase

Price of Purchased Receivables purchased on any Purchase Date exceeding

the amount of the Purchase Price to be paid in cash, which portion when

added to the cumulative amount of all previous Deferred Purchase Prices

(after giving effect to any payments made on account thereof) shall not

exceed at any time (i) 85% of the aggregate Outstanding Balance of the

Transferred Receivables (other than Defaulted Receivables) minus (ii)

the aggregate outstanding Capital (as defined in the Purchase

Agreement). The obligations of the Purchaser in respect of the Deferred

Purchase Price shall be evidenced by the Deferred Purchase Price Note.

"Deferred Purchase Price Note" has the meaning specified in

Section 9.09.

"Discount" means, in respect of each Purchase, the Discount

Rate multiplied by the Outstanding Balance of the Receivables that are

the subject of such Purchase;

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provided, however, the foregoing Discount may be revised prospectively

by request of either of the parties hereto to reflect changes in recent

experience with respect to write-offs, timing and cost of Collections

and cost of funds, provided further that such revision is consented to

by both of the parties (it being understood that each party agrees to

duly consider such request but shall have no obligation to give such

consent).

"Discount Rate" means a percentage calculated to provide the

Purchaser with a reasonable return on its investment in the Receivables

after taking account of (i) the time value of money based upon the

anticipated dates of collection of the Receivables and the cost to the

Purchaser of financing its investment in the Receivables during such

period and (ii) the risk of nonpayment by the Obligors. On the Closing

Date, the Discount Rate is .30%. The Seller and the Purchaser may agree

from time to time to change the Discount Rate based on changes in one

or more of the items affecting the calculation thereof, provided that

any change to the Discount Rate shall take effect as of the

commencement of a calendar month, shall apply only prospectively and

shall not affect the Purchase Price payment in respect of Purchase

which occurred during any calendar month ending prior to the calendar

month during which the Seller and the Purchaser agree to make such

change.

"Event of Termination" has the meaning specified in Section

7.01.

"Facility" means the willingness of the Purchaser to make

Purchases of Receivables from the Seller from time to time pursuant to

the terms of this Agreement.

"Indemnified Amounts" has the meaning specified in Section

8.01.

"Indemnified Parties" has the meaning specified in Section

8.01.

"Material Adverse Effect" means a material adverse effect on

(i) the ability of any Transaction Party to perform its obligations

under any Transaction Document, (ii) the legality, validity or

enforceability of this Agreement or any other Transaction Document,

(iii) the Purchaser's interest in the Receivables generally or in any

material portion of the Receivables, the Related Security or the

Collections with respect thereto, or (iv) the collectibility of the

Receivables generally or of any material portion of the Receivables.

"Purchase" means a purchase by the Purchaser of Receivables

from the Seller pursuant to Article II.

"Purchase Agreement" means that certain Receivables Purchase

Agreement, dated as of the date hereof, among the Purchaser, as seller,

CAFCO, LLC, as Conduit Purchaser, Citibank, N.A. and Danske Bank A/S,

Cayman Island Branch, as Bank Purchasers, Citicorp North America, Inc.,

as Agent and the Seller, as servicer, as amended, restated or otherwise

modified from time to time.

"Purchase Date" means each day on which a Purchase is made

pursuant to Article II.

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"Purchase Price" means, for any Purchase, an amount equal to

the Outstanding Balance of the Receivables that are the subject of such

Purchase as set forth in the Seller's Receivables Trial Balance, minus

the Discount for such Purchase.

"Purchased Receivable" means any Receivable which is purchased

by the Purchaser pursuant to Section 2.02.

"Receivables Trial Balance" means, on any date, the Seller's

accounts receivable trial balance (whether in the form of a computer

printout, magnetic tape or diskette or other electronic or paper

record) on such date, listing Obligors and the Receivables respectively

owed by such Obligors on such date together with the aged Outstanding

Balances of such Receivables, in form and substance satisfactory to the

Purchaser.

"Related Security" means with respect to any Receivable:

(i) all of the Seller's interest in any

merchandise or goods (including returned merchandise or

goods), if any, relating to any sale giving rise to such

Receivable;

(ii) all security interests or liens and property

subject thereto from time to time purporting to secure payment

of such Receivable, whether pursuant to the Contract related

to such Receivable or otherwise, together with all financing

statements authorized by an Obligor describing any collateral

securing such Receivable;

(iii) all guaranties, insurance and other

agreements or arrangements of whatever character from time to

time supporting or securing payment of such Receivable whether

pursuant to the Contract related to such Receivable or

otherwise;

(iv) all other books, records and other

information (including, without limitation, computer programs,

tapes, discs, punch cards, data processing software and

related property and rights) relating to such Receivable and

the related Obligor; and

(v) all of the Seller's right, title and

interest in and to all invoices or other agreements or

documents that evidence, secure or otherwise relate to such

Receivable.

"Transaction Party" means any of the Seller, the Purchaser or

the Servicer.

"Senior Obligations" means all "Seller Obligations" (as

defined in the Purchase Agreement).

"Settlement Date" means (i) the 18th day of each calendar

month (or, if such day is not a Business Day, the next succeeding

Business Day) and (ii) following the Termination Date, each other

"Settlement Date" under and as defined in the Purchase Agreement.

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"Settlement Period" means each calendar month.

"Transferred Receivable" means a Purchased Receivable or a

Contributed Receivable.

SECTION 1.02.Other Terms. All accounting terms not

specifically defined herein shall be construed in accordance with generally

accepted accounting principles. All terms used in Article 9 of the UCC in the

State of New York, and not specifically defined herein, are used herein as

defined in such Article 9.

SECTION 1.03. Incorporation of Defined Terms. Capitalized

terms used but not otherwise defined herein shall have the meanings ascribed to

such terms in the Purchase Agreement.

ARTICLE II. AMOUNTS AND TERMS OF PURCHASES AND CONTRIBUTIONS

SECTION 2.01. Facility. On the terms and conditions

hereinafter set forth and without recourse to the Seller (except to the extent

specifically provided herein), the Seller hereby agrees to sell to the Purchaser

all Receivables originated or acquired by it from time to time and the Purchaser

hereby agrees to purchase from the Seller all such Receivables from time to

time, in each case during the period from the date hereof to the Termination

Date; provided that on the Closing Date, the Seller may, at its option, elect to

contribute Receivables to the Purchaser pursuant to Section 2.06 in lieu of a

sale of such Receivables.

SECTION 2.02. Making Purchases.

(a) Initial Purchase. On the Closing Date, the Seller

shall (i) contribute to the Capital of the Purchaser Receivables having an

aggregate Outstanding Balance of $44,454,144 and (ii) sell to the Purchaser all

other Receivables outstanding as of the Closing Date. On the date of such

Purchase, the Purchaser shall, upon satisfaction of the applicable conditions

set forth in Article III, pay the Purchase Price for the Receivables sold to it

in the manner provided in Section 2.02(c).

(b) Subsequent Purchases. On each Business Day following

the Closing Date until the Termination Date, the Seller shall sell to the

Purchaser and the Purchaser shall purchase from the Seller, upon satisfaction of

the applicable conditions set forth in Article III, all Receivables originated

or otherwise acquired by the Seller which have not previously been sold or

contributed to the Purchaser.

Receivables coming into existence after the date hereof, the Purchaser shall pay

the Purchase Price therefor in the following manner:

(i) first, by delivery of immediately available

funds, to the extent of funds available to the Purchaser from (i) its

subsequent sale of an interest in the Receivables under the Purchase

Agreement, (ii) Collections arising from any Receivables previously

sold to the Purchaser in which the Purchaser has retained an interest,

or (iii) other cash on hand; and

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(ii) second, by an increase in the Deferred

Purchase Price (subject at all times to the limitations contained in

the definition thereof).

The Seller is hereby authorized by the Purchaser to endorse on the schedule

attached to the Deferred Purchase Price Note an appropriate notation evidencing

the date and amount of each advance thereunder, as well as the date of each

payment with respect thereto, provided that the failure to make such notation

shall to affect any obligation of the Purchaser thereunder.

Although the Purchase Price for each Receivable coming into existence

after the date hereof shall be due and payable in full by the Purchaser to the

Seller on the date such Receivable came into existence, and payment of such

Purchase Price shall be made as provided in this Section 2.02(c), final

settlement of the Purchase Price between the Purchaser to the Seller shall be

effected on a monthly basis on each Settlement Date with respect to all

Receivables coming into existence during the calendar month preceding such

Settlement Date and based on the information contained in the Monthly Report

delivered by the Servicer pursuant to the Purchase Agreement for the calendar

month then most recently ended. On each Settlement Date, the Purchaser and the

Seller shall cause a reconciliation to made in respect of all purchases that

shall have been made during the calendar month then most recently ended.

Although settlement shall be effected on Settlement Dates, increases or

decreases in the amount owing under the Deferred Purchase Price Note made

pursuant to this Section 2.02(c) shall be deemed to have occurred and shall be

effective as of the last Business Day of the calendar month to which such

settlement relates.

(d) Ownership of Receivables and Related Security. On

each Purchase Date, after giving effect to the Purchase (and any contribution of

Receivables) on such date, the Purchaser shall own all Receivables originated or

otherwise acquired by the Seller on such date (including Receivables which have

been previously sold or contributed to the Purchaser hereunder). The Purchase or

contribution of any Receivable shall include all Related Security with respect

to such Receivable.

SECTION 2.03. Collections. (a) On each Deposit Date, the

Servicer shall apply all Collections released to the Purchaser pursuant to the

Purchase Agreement and all amounts paid by the Seller pursuant to Section

2.04(a) and 2.04(b) hereof (i) first, to pay the Purchase Price then owing by

the Purchaser hereunder on such date, (ii) second, if such date is a Settlement

Date, to pay the accrued and unpaid interest on the Deferred Purchase Price for

the most recently ended calendar month (as provided in Section 2.03(c)), and

(iii) third, to prepay in whole or in part the principal amount of the Deferred

Purchase Price. The Servicer shall, on or before each Settlement Date, deposit

into an account of the Purchaser or the Purchaser's assignee all remaining

Collections of Transferred Receivables (if any) then held by the Servicer (but

only to the extent such Collections have not been previously applied to purchase

new Receivables hereunder or to pay the Deferred Purchase Price).

(b) In the event that the Seller believes that

collections which are not Collections of Transferred Receivables have been

deposited into an account of the Purchaser or the Purchaser's assignee, the

Seller shall so advise the Purchaser and, on the Business Day following such

identification to the Purchaser's reasonable satisfaction, the Purchaser shall

instruct the Servicer to remit such collections to the Seller.

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extent Collections are available for such purpose under the Purchase Agreement

and are not required to pay the Purchase Price for any Receivables purchased

hereunder, pay to the Seller accrued interest on the Deferred Purchase Price;

provided that each such payment shall be made solely from (i) Collections of

Transferred Receivables after all other amounts then due from the Purchaser

under the Purchase Agreement have been paid in full and all amounts then

required to be set aside by the Purchaser or the Servicer under the Purchase

Agreement have been so set aside or (ii) excess cash flow from operations of the

Purchaser which is not required to be applied to the payment of any Senior

Obligations; and provided, further that no such payment shall be made at any

time when an Event of Termination shall have occurred and be continuing. At such

time following the Termination Date when all Senior Obligations shall have been

paid in full, the Purchaser shall apply, on each Deposit Date, all Collections

of Transferred Receivables received by the Purchaser pursuant to Section 2.03(a)

(and not previously distributed) first to the payment of accrued interest on the

Deferred Purchase Price, and then to the reduction of the principal amount of

the Deferred Purchase Price.

SECTION 2.04. Settlement Procedures. (a) If on any day any

Transferred Receivable becomes (in whole or in part) a Diluted Receivable, the

Seller shall be deemed to have received on such day a Collection of such

Receivable in the amount of such Diluted Receivable. The Seller shall pay to the

Servicer on or prior to the next Settlement Date all amounts deemed to have been

received pursuant to this subsection.

(b) Upon discovery by the Seller or the Purchaser of a

breach of any of the representations and warranties made by the Seller in

Section 4.01(j) with respect to any Transferred Receivable, such party shall

give prompt written notice thereof to the other party, as soon as practicable

and in any event within three Business Days following such discovery. The Seller

shall, upon not less than two Business Days' notice from the Purchaser or its

assignee or designee, repurchase such Transferred Receivable on the next

succeeding Settlement Date for a repurchase price equal to the Outstanding

Balance of such Transferred Receivable. Each repurchase of a Transferred

Receivable shall include the Related Security with respect to such Transferred

Receivable. The proceeds of any such repurchase shall be deemed to be a

Collection in respect of such Transferred Receivable. The Seller shall pay to

the Servicer on or prior to the next Settlement Date the repurchase price

required to be paid pursuant to this subsection.

Section 2.04 or as otherwise required by law or the relevant Contract, or as

otherwise specified by such Obligor, all Collections from an Obligor of any

Transferred Receivable shall be applied to the Receivables of such Obligor in

the order of the age of such Receivables, starting with the oldest such

Receivable.

SECTION 2.05. Payments and Computations, Etc. (a) All amounts

to be paid or deposited by the Seller or the Servicer hereunder shall be paid or

deposited no later than 11:00 A.M. (New York City time) on the day when due in

same day funds to an account or accounts designated by the Purchaser from time

to time.

(b) The Seller shall, to the extent permitted by law, pay

to the Purchaser interest on any amount not paid or deposited by the Seller

(whether as Servicer or otherwise)

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when due hereunder at an interest rate per annum equal to 2.00% per annum above

the Alternate Base Rate, payable on demand.

fees hereunder shall be made on the basis of a year of 360 days for the actual

number of days (including the first but excluding the last day) elapsed.

Whenever any payment or deposit to be made hereunder shall be due on a day other

than a Business Day, such payment or deposit shall be made on the next

succeeding Business Day and such extension of time shall be included in the

computation of such payment or deposit.

SECTION 2.06. Contribution. The Seller shall on the Closing

Date identify Receivables which it proposes to transfer to the Purchaser as a

capital contribution. On the date of such contribution and after giving effect

thereto, the Purchaser shall own all right, title and interest in and to the

Receivables so identified and contributed (collectively, the "Contributed

Receivables") and all Related Security with respect thereto. The foregoing

notwithstanding, on the date of the initial Purchase hereunder the Seller agrees

to contribute to the Purchaser all Receivables which are not included in such

initial Purchase.

SECTION 2.07. Grant of Security Interest. As collateral

security for the performance by the Seller of all the terms, covenants and

agreements on the part of the Seller (whether as Seller, Servicer or otherwise)

to be performed under this Agreement or any other Transaction Document,

including the punctual payment when due of all amounts payable by it hereunder

and thereunder, the Seller hereby assigns to the Purchaser and grants to the

Purchaser a first priority security interest in, all of the Seller's right,

title and interest (if any) in and to (A) all Receivables, whether now owned and

existing or hereafter acquired or arising, all Related Security and Collections

with respect thereto and all Blocked Accounts, and (B) to the extent not

included in the foregoing, all proceeds of any and all of the foregoing.

ARTICLE III. CONDITIONS OF PURCHASES

SECTION 3.01. Conditions Precedent to Initial Purchase from

the Seller. The initial Purchase of Receivables from the Seller hereunder is

subject to the conditions precedent that the Purchaser shall have received on or

before the date of such Purchase all of the instruments, documents, agreements

and opinions specified in Section 3.01 of the Purchase Agreement, each (unless

otherwise indicated therein) dated such date, in form and substance satisfactory

to the Purchaser.

SECTION 3.02. Conditions Precedent to All Purchases. The

Purchaser's obligation to make any Purchase (including the initial Purchase)

hereunder shall be subject to the further conditions precedent that:

(a) the Seller shall have delivered to the Purchaser, if

requested by the Purchaser, (i) the Seller's Receivables Trial Balance

(which if in the form of an electronic record shall be compatible with

the Purchaser's computer software) as of a date not more than 31 days

prior to the date of such Purchase, and (ii) such additional

information concerning such Receivables as may reasonably be requested

by the Purchaser;

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(b) with respect to any such Purchase, on or prior to the

date of such Purchase, the Servicer shall have delivered to the

Purchaser, all Monthly Reports required to be delivered hereunder and

under the Purchase Agreement, each duly completed and containing

information covering the most recently ended reporting period for which

information is required pursuant to Section 6.02(g) of the Purchase

Agreement and containing such additional information as may reasonably

be requested by the Purchaser;

shall be true (and the Seller, by accepting the Purchase Price for such

Purchase, shall be deemed to have represented and warranted that):

(i) The representations and warranties contained

in Section 4.01 are correct on and as of the date of such

Purchase as though made on and as of such date;

(ii) No event has occurred and is continuing, or

would result from such Purchase, that constitutes an Event of

Termination or an Involuntary Bankruptcy Event; and

(iii) The "Termination Date" shall not have

occurred under (and as defined in) the Purchase Agreement; and

(d) the Purchaser shall have received such other

approvals, opinions or documents as the Purchaser may reasonably

request.

Notwithstanding the foregoing, unless otherwise specified by the

Purchaser (with the written consent of the Agent) in a written notice to the

Seller, each Purchase shall occur automatically on each day prior to the

Termination Date, with the result that the title to all Receivables shall vest

in the Purchaser automatically on the date each such Receivable arises and

without any further action of any kind by the Purchaser or the Seller, whether

or not the conditions precedent to such Purchase were in fact satisfied on such

date and notwithstanding any delay in making payment of the Purchase Price for

such Receivables (but without impairing the Purchaser's obligation to pay such

Purchase Price in accordance with the terms hereof).

ARTICLE IV. REPRESENTATIONS AND WARRANTIES

SECTION 4.01. Representations and Warranties of the Seller.

The Seller (both individually and in its capacity as Servicer) represents and

warrants as follows as of the date hereof and as of the date of each Purchase

hereunder:

(a) The Seller is a corporation duly incorporated,

validly existing and in good standing under the laws of Indiana, and is

duly qualified to do business, and is in good standing, in every

jurisdiction where the nature of its business requires it to be so

qualified.

(b) The execution, delivery and performance by the Seller

of the Transaction Documents to which it is a party, including the

Seller's sale and contribution of Receivables hereunder and the

Seller's use of the proceeds of Purchases, (i) are within

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the Seller's corporate powers, (ii) have been duly authorized by all

necessary corporate action, (iii) do not contravene (1) the Seller's

charter or by-laws, (2) any law, rule or regulation applicable to the

Seller, (3) any contractual restriction binding on or affecting the

Seller or its property or (4) any order, writ, judgment, award,

injunction or decree binding on or affecting the Seller or its

property, and (iv) do not result in or require the creation of any

Adverse Claim upon or with respect to any of its properties (except for

the transfer of the Seller's interest in the Transferred Receivables

pursuant to this Agreement). Each of the Transaction Documents to which

the Seller is named as a party has been duly executed and delivered by

the Seller.

no notice to or filing with, any governmental authority or regulatory

body is required for the due execution, delivery and performance by the

Seller of the Transaction Documents to which it is a party or any other

document to be delivered by it thereunder except for those that have

already been obtained or made and the filing of UCC financing

statements which are referred to therein.

(d) Each of the Transaction Documents to which the Seller

is a party constitutes the legal, valid and binding obligation of the

Seller enforceable against the Seller in accordance with its terms,

except as such enforceability may be limited by bankruptcy, insolvency,

reorganization or similar laws affecting the enforcement of creditors'

rights generally and by principles of equity, regardless of whether

such enforceability is considered in a proceeding in equity or at law.

(e) Sales and contributions made pursuant to this

Agreement will constitute a valid sale (or contribution), transfer, and

assignment of the Transferred Receivables to the Purchaser, enforceable

against creditors of, and purchasers from, the Seller. The Seller shall

have no remaining property interest in any Transferred Receivable.

(f) The consolidated balance sheets of the Seller and its

Subsidiaries as of December 31, 2002, and the related statements of

income and retained earnings of the Seller and its Subsidiaries as of

and for the fiscal year then ended, certified by Deloitte & Touche LLP,

independent public accountants, a copy of which has been furnished to

the Purchaser, fairly present the financial condition of the Seller and

its Subsidiaries as of such date and the results of the operations of

the Seller and its Subsidiaries for the fiscal year ended on such date,

all in accordance with generally accepted accounting principles

consistently applied. Since December 31, 2002, there has been no

material adverse change in the business, operations, property or

financial condition of the Seller.

(g) There is no pending or, to the best knowledge of the

Seller, threatened action or proceeding affecting the Seller or any of

its Subsidiaries before any court, governmental agency or arbitrator

which (if adversely determined) would have a Material Adverse Effect,

except as disclosed in the financial statements referred to in Section

4.01(f).

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(h) No proceeds of any Purchase will be used for a

purpose that violates or would be inconsistent with, Regulation T, U or

X promulgated by the Board of Governors of the Federal Reserve System

from time to time.

(i) No transaction contemplated hereby requires

compliance with any bulk sales act or similar law.

(j) Each Transferred Receivable, together with the

Related Security, is owned (immediately prior to its sale or

contribution hereunder) by the Seller free and clear of any Adverse

Claim (other than any Adverse Claim arising solely as the result of any

action taken by the Purchaser). When the Purchaser makes a Purchase it

shall acquire valid and perfected first priority ownership interest of

each Purchased Receivable and the Related Security and Collections with

respect thereto free and clear of any Adverse Claim (other than any

Adverse Claim arising solely as the result of any action taken by the

Purchaser), and no effective financing statement or other instrument

similar in effect is filed in any recording office listing the Seller

as debtor, covering any Receivable, any interest therein, the Related

Security or Collections except such as may be filed in favor of

Purchaser in accordance with this Agreement and assigned to the Agent

in accordance with the Purchase Agreement.

(k) Each Monthly Report, information, exhibit, financial

statement, document, book, record or report furnished or to be

furnished in writing at any time by any Transaction Party to the

Purchaser in connection with this Agreement is or will be accurate in

all material respects as of its date or (except as otherwise disclosed

to the Purchaser at such time) as of the date so furnished, and no such

Monthly Report, information, exhibit, financial statement, document,

book, record or report contains or will contain any untrue statement of

a material fact or omits or will omit to state a material fact

necessary in order to make the statements contained therein, in the

light of the circumstances under which they were made, not materially

misleading.

(l) The principal place of business and chief executive

office of the Seller and the office where the Seller keeps its records

concerning the Transferred Receivables are located at the address or

addresses referred to in Section 5.01(b).

(m) The names and addresses of all the Blocked Account

Banks, together with the account numbers of the Blocked Accounts at

such Blocked Account Banks, are specified in Exhibit A, as such may be

updated from time to time pursuant to Section 5.01(g).

(n) In the past five (5) years, the Seller has not used

any company name, tradename or doing-business-as name other than the

name in which it has executed this Agreement and the other names listed

on Exhibit C. The Seller's organizational identification number is

192445-018.

(o) (i) The fair value of the property of the Seller is

greater than the total amount of liabilities, including contingent

liabilities, of the Seller, (ii) the present fair salable value of the

assets of the Seller is not less than the amount that will be required

<PAGE>

pay all probable liabilities of the Seller on its debts as they become

absolute and matured, (iii) the Seller does not intend to, and does not

believe that it will, incur debts or liabilities beyond the Seller's

abilities to pay such debts and liabilities as they mature and (iv) the

Seller is not engaged in a business or a transaction, and is not about

to engage in a business or a transaction, for which the Seller's

property would constitute unreasonably small capital.

(p) The Seller shall have originated each Receivable in

the ordinary course of its business.

(q) Each Transferred Receivable included as an Eligible

Receivable in the calculation of the Net Receivables Pool Balance on

any Monthly Report satisfies the requirements of eligibility contained

in the definition of "Eligible Receivable" in the Purchase Agreement as

of the date of The information reported in su

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