Common use of Amendments to the Receivables Purchase Agreement Clause in Contracts

Amendments to the Receivables Purchase Agreement. (a) Clauses (a) and (b) of Section 1.2 of the Receivables Purchase Agreement are hereby deleted in their respective entireties and replaced with the following: (a) Each Funded Purchase (but not reinvestment) of an undivided percentage ownership interests with regard to the Purchased Interest hereunder may be made on any day upon the Seller’s written notice in the form of Annex B (each, a “Purchase Notice”) delivered to the Administrator and each Purchaser Agent in accordance with Section 6.2 (which notice must be received by the Administrator and each Purchaser Agent before 2:00 p.m., New York City time) at least two (2) Business Days before the requested Purchase Date, which notice shall specify: (A) in the case of a Funded Purchase (other than one made pursuant to Section 1.15(b)), the amount requested to be paid to the Seller (such amount, which shall not be less than $300,000 (or such lesser amount as agreed to by the Administrator and the Majority Purchaser Agents)) and shall be in integral multiples of $100,000 in excess thereof, with respect to each Purchaser Group, (B) the Purchase Date of such Funded Purchase (which shall be a Business Day) and (C) the pro forma calculation of the Purchased Interest after giving effect to the increase in the Aggregate Capital. Each Purchase Notice given by the Seller pursuant to this Section 1.2 shall be irrevocable and binding on the Seller except in connection with a Delayed Purchase Notice as provided in Section 1.2(h). (b) On the date of each Funded Purchase (but not reinvestment, issuance of a Letter of Credit or a Funded Purchase pursuant to Section 1.2(e)) of undivided percentage ownership interests with regard to the Purchased Interest hereunder, each applicable Conduit Purchaser or Related Committed Purchaser, as the case may be, shall, upon satisfaction of the applicable conditions set forth in Exhibit II (except as set forth in Section 1.2(h) with respect to a Delayed Purchase Amount), make available to the Seller in same day funds, at JPMorgan Chase Bank, N.A., account number 727176 (or such other account as may be so designated in writing by the Seller to the Administrator and each Purchaser Agent) an amount equal to the portion of Capital relating to the undivided percentage ownership interest with regard to the Purchased Interest then being funded by such Purchaser.

Amendments to the Receivables Purchase Agreement. The Receivables Purchase Agreement is hereby amended as follows: (a) Clauses The second paragraph of Section 1.1(c) of the Receivables Purchase Agreement is replaced in its entirety with the following: Each of the parties hereto hereby acknowledges and agrees that (ai) from and after the date hereof, the Purchaser Group that includes Xxxxx, as a Purchaser Agent and as a Purchaser, shall not include a Conduit Purchaser (unless and until a Conduit Purchaser shall later join such Purchaser Group pursuant to the terms hereof), and each request by the Seller for ratable Purchases by the Conduit Purchasers pursuant to Section 1.1(a) shall be deemed to be a request that the Related Committed Purchasers in Xxxxx’ Purchaser Group make their ratable share of such Purchase and (ii) from and after the Ninth Amendment Effective Date, the Purchaser Group that includes PNC, as a Purchaser Agent and as a Purchaser, shall not include a Conduit Purchaser (unless and until a Conduit Purchaser shall later join such Purchaser Group pursuant to the terms hereof), and each request by the Seller for ratable Purchases by the Conduit Purchasers pursuant to Section 1.1(a) shall be deemed to be a request that the Related Committed Purchasers in PNC’s Purchaser Group make their ratable share of such Purchase. For the avoidance of doubt, the Discount with respect to each Portion of Capital funded or maintained by the Related Committed Purchasers in each of Xxxxx’ and PNC’s Purchaser Group shall accrue at the Alternate Rate, rather than the CP Rate. (b) of Section 1.2 Each signature block as well as notice information thereunder for Market Street set forth on the signature pages of the Receivables Purchase Agreement are hereby deleted in their respective entireties and replaced with the following: (a) Each Funded Purchase (but not reinvestment) of an undivided percentage ownership interests with regard to the Purchased Interest hereunder may be made on any day upon the Seller’s written notice in the form of Annex B (each, a “Purchase Notice”) delivered to the Administrator and each Purchaser Agent in accordance with Section 6.2 (which notice must be received by the Administrator and each Purchaser Agent before 2:00 p.m., New York City time) at least two (2) Business Days before the requested Purchase Date, which notice shall specify: (A) in the case of a Funded Purchase (other than one made pursuant to Section 1.15(b)), the amount requested to be paid to the Seller (such amount, which shall not be less than $300,000 (or such lesser amount as agreed to by the Administrator and the Majority Purchaser Agents)) and shall be in integral multiples of $100,000 in excess thereof, with respect to each Purchaser Group, (B) the Purchase Date of such Funded Purchase (which shall be a Business Day) and (C) the pro forma calculation of the Purchased Interest after giving effect to the increase in the Aggregate Capital. Each Purchase Notice given by the Seller pursuant to this Section 1.2 shall be irrevocable and binding on the Seller except in connection with a Delayed Purchase Notice as provided in Section 1.2(h)entirety. (bc) On the date of each Funded Purchase (but not reinvestment, issuance of a Letter of Credit or a Funded Purchase pursuant The following new defined term and definition thereof is added to Section 1.2(e)) of undivided percentage ownership interests with regard Exhibit I to the Purchased Interest hereunder, each applicable Conduit Purchaser or Related Committed Purchaser, as the case may be, shall, upon satisfaction of the applicable conditions set forth Receivables Purchase Agreement in Exhibit II (except as set forth in Section 1.2(h) with respect to a Delayed Purchase Amount), make available to the Seller in same day funds, at JPMorgan Chase Bank, N.A., account number 727176 (or such other account as may be so designated in writing by the Seller to the Administrator and each Purchaser Agent) an amount equal to the portion of Capital relating to the undivided percentage ownership interest with regard to the Purchased Interest then being funded by such Purchaser.appropriate alphabetical order:

Amendments to the Receivables Purchase Agreement. The Seller, the Servicer, the Purchasers, the Purchaser Agents and the Administrative Agent agree that the Receivables Purchase Agreement is hereby amended as follows: (a) Clauses (aSection 1.1(a) and (b) of Section 1.2 of the Receivables Purchase Agreement are is hereby deleted amended by deleting the last paragraph in their respective entireties its entirety. (b) Section 1.2(e) of the Receivables Purchase Agreement is hereby amended and replaced restated as follows: “The Seller may (i) with the following: written consent of the Administrative Agent (asuch consent not to be unreasonably withheld or delayed), add additional Persons as Purchasers (either to an existing Purchaser Group or by creating new Purchaser Groups) or (ii) permit an existing Purchaser to increase its Maximum Purchase Amount in connection with a corresponding increase in the Program Limit (up to a maximum Program Limit of $925,000,000); provided, however, that the Maximum Purchase Amount of any Purchaser may only be increased with the prior written consent of such Purchaser. Each Funded Purchase new Purchaser (but not reinvestmentor Purchaser Group) of an undivided percentage ownership interests with regard shall become a party hereto, by executing and delivering to the Purchased Interest hereunder may be made on any day upon Administrative Agent and the Seller’s written notice , an Assumption Agreement in the form of Annex B I (eachwhich Assumption Agreement shall, a in the case of any new Purchaser or Purchasers, be executed by each Person in such new Purchaser’s Purchaser Group).”. (c) Section 1.3 of the Receivables Purchase Agreement is hereby amended by replacing the text ", the Ratings-Based Reserve, the Loss Reserve, the Dilution Reserve and the Yield and Fee Reserve" where it appears therein with the text "and the Required Reserve " in its place. (d) Section 1.4(b)(iii) of the Receivables Purchase Agreement is hereby amended by replacing the text “Purchase Notice”which amount shall be deposited to each Purchaser’s account ratably with respect to each Purchaser’s Portion(s) delivered of Capital on the next Business Day for application to such Capital” where it appears therein with the text “which amount shall be deposited to the Administrator Administrative Agent’s Distribution Account with respect to each Purchaser’s Portion(s) of Capital on the next Business Day for ratable application to such Capital” in its place. (e) Section 1.4(c)(i) of the Receivables Purchase Agreement is hereby amended and restated as follows: “(A) into each applicable Purchaser’s account as set forth in Schedule VI (or such other account designated in writing by such applicable Purchaser or its Purchaser Agent), on each Settlement Date Collections held for each Purchaser with respect to such Purchaser’s Portion(s) of Capital pursuant to Section 1.4(b)(i)(A) and (C) and (B) into the Administrative Agent’s Distribution Account on each Settlement Date (or in the case of funds to be applied pursuant to the first proviso to Section 1.4(b)(iii), on the next Business Day), Collections held for each Purchaser with respect to such Purchaser’s Portion(s) of Capital pursuant to Section 1.4(b)(i)(E) and Section 1.4(b)(iii),”. (f) Section 1.4(d) of the Receivables Purchase Agreement is hereby amended and restated as follows: “The Servicer and the Administrative Agent shall distribute the amounts described (and at the times set forth) in Section 1.4(c)(i), as applicable, in each case, as follows: (i) if such distribution occurs on a day that is not a Termination Day, first, by the Servicer to each Purchaser Agent in accordance (for the benefit of the relevant Purchasers within such Purchaser Agent’s Purchaser Group) ratably according to the Yield accrued during the preceding Settlement Period, all accrued Yield with Section 6.2 respect to each Portion of Capital maintained by such Purchasers during the preceding Settlement Period (which notice must be received by the Administrator and it being understood that each Purchaser Agent before 2:00 p.m.shall distribute such amounts to the Purchasers within its Purchaser Group ratably according to the amount of Yield owing to each Purchaser); second, by the Administrative Agent to its own account, all Administrative Agent Fees due to the Administrative Agent, third, by the Servicer to each Purchaser Agent (for the benefit of the relevant Purchasers within such Purchaser Agent’s Purchaser Group) ratably according to the Capital maintained by the Purchasers in the related Purchaser Group, all Program Fees and other Fees due to the Purchasers or the Purchaser Agents, fourth, if the Servicer has set aside amounts in respect of the Servicing Fee pursuant to Section 1.4(b)(i)(D) and has not retained such amounts pursuant to Section 1.4(c), by the Servicer to the Servicer’s own account (payable in arrears on each Settlement Date) in payment in full of the aggregate of the Servicing Fees so set aside, and fifth, by the Administrative Agent all other amounts (other than Capital) payable to each Secured Party and any other Person; and (ii) if such distribution occurs on a Termination Day, first, by the Servicer to each Purchaser Agent ratably (based on the aggregate accrued and unpaid Yield payable to all Purchasers at such time) (for the benefit of the Purchasers within such Purchaser Agent’s Purchaser Group), all accrued Yield with respect to each Portion of Capital funded or maintained by the Purchasers within such Purchaser Agent’s Purchaser Group, second, by the Servicer to the Administrative Agent for its own account all Administrative Agent Fees due to the Administrative Agent, third, by the Servicer to each Purchaser Agent (for the benefit of the relevant Purchasers within such Purchaser Agent’s Purchaser Group) ratably according to the Capital maintained by such Purchasers, all Program Fees and other Fees due to the Purchasers or the Purchaser Agents, it being understood that each Purchaser Agent shall distribute the amounts described in the first and third clauses of this Section 1.4(d)(ii) to the Purchasers within its Purchaser Group ratably according to the Yield and Capital of such Purchasers, respectively, fourth, if Ingram is not the Servicer, by the Servicer to the Servicer’s own account in payment in full of the Servicing Fees, fifth, by the Administrative Agent to each Purchaser Agent ratably according to the aggregate of the Capital of each Purchaser in each such Purchaser Agent’s Purchaser Group (for the benefit of the relevant Purchasers within such Purchaser Agent’s Purchaser Group) in payment in full of each Purchaser’s Capital (or in the case of amounts set aside pursuant to the first proviso to Section 1.4(b)(iii), the amount necessary to reduce the Receivables Interest to 100%); sixth, if the Aggregate Capital and accrued Aggregate Yield have been reduced to zero, all Program Fees and all other Fees due to the Purchasers, the Purchaser Agents and the Administrative Agent, have been reduced to zero, and the Servicing Fees payable to the Servicer (if other than Ingram) have been paid in full, by the Administrative Agent on behalf of (a) each Purchaser Group ratably, based on the amounts payable to each Purchaser Group (for the benefit of the Purchasers within such Purchaser Group), (b) itself and (c) any other Indemnified Party or Affected Person, in payment in full of any other amounts owed thereto by the Seller or the Servicer hereunder or under the other Transaction Documents, including, amounts payable pursuant to Section 6.4, and, seventh, by the Servicer to the Servicer’s own account (if the Servicer is Ingram) in payment in full of the unpaid amount of all accrued Servicing Fees. After the Aggregate Capital, Aggregate Yield, all Program Fees and other Fees, Servicing Fees and any other amounts payable by the Seller and the Servicer to each Purchaser Group, the Administrative Agent or any other Indemnified Party or Affected Person hereunder, have been paid in full, all additional or remaining Collections with respect to the Pool Receivables shall be paid to the Seller for its own account.”. (g) Section 1.4(f)(ii)(B) of the Receivables Purchase Agreement is hereby amended and restated as follows: “the Servicer shall hold such Collections in trust for the benefit of each Purchaser ratably according to its Capital, for payment to each such Purchaser (or its related Purchaser Agent for the benefit of such Purchaser) by depositing such Collections in the Administrative Agent’s Distribution Account on the date on which the desired reduction amount is reached pursuant to clause (ii) above and the Administrative Agent shall distribute such amounts to each Purchaser ratably according to its Capital, and the Aggregate Capital shall be reduced by the aggregate amount to be paid and the Capital of each Purchaser shall be reduced in the amount to be paid to such Purchaser (or its related Purchaser Agent for the benefit of such Purchaser) only when, in each case so paid; provided that, with respect to any Portion of Capital, the Seller shall choose a reduction amount, and the date of commencement thereof, so that such reduction shall commence and conclude in the same Collection Period.”. (h) Section 1.4(f)(iii) of the Receivables Purchase Agreement is hereby amended and restated as follows: "Unless a Termination Event or Unmatured Termination Event then exists, if the Seller elects that such reduction be effected by a one-time payment of cash (and not through the application of Collections), then on the proposed date of such reduction, the Seller shall deposit in the Administrative Agent’s Distribution Account, the amount of such reduction and the Administrative Agent shall distribute such amounts ratably according to each Purchaser’s Capital in immediately available funds for payment to each Purchaser (or its related Purchaser Agent for the benefit of such Purchaser). Upon payment of such funds, the Aggregate Capital shall be reduced by the aggregate amount paid and the Capital of each Purchaser shall be reduced in the amount paid to such Purchaser (or its related Purchaser Agent for the benefit of such Purchaser) when, in each case, so paid.”. (i) The first sentence of Section 1.6(a) of the Receivables Purchase Agreement is hereby amended and restated as follows: "All amounts to be paid or deposited by the Seller or the Servicer hereunder shall be made without reduction for offset or counterclaim and shall be paid or deposited no later than 3:00 p.m. (New York City time) at least two (2) Business Days before on the requested Purchase Date, which notice shall specify: (A) day when due in the case of a Funded Purchase (other than one made pursuant to Section 1.15(b)), the amount requested to be paid same day funds to the Seller (account of such amount, which shall not be less than $300,000 (or such lesser amount as agreed to Purchaser maintained by the Administrator and the Majority applicable Purchaser Agents)) and shall be in integral multiples of $100,000 in excess thereof, with respect to each Purchaser Group, (B) the Purchase Date of such Funded Purchase (which shall be a Business Day) and (C) the pro forma calculation of the Purchased Interest after giving effect to the increase in the Aggregate Capital. Each Purchase Notice given by the Seller pursuant to this Section 1.2 shall be irrevocable and binding on the Seller except in connection with a Delayed Purchase Notice as provided in Section 1.2(h). (b) On the date of each Funded Purchase (but not reinvestment, issuance of a Letter of Credit or a Funded Purchase pursuant to Section 1.2(e)) of undivided percentage ownership interests with regard to the Purchased Interest hereunder, each applicable Conduit Purchaser or Related Committed Purchaser, as the case may be, shall, upon satisfaction of the applicable conditions set forth in Exhibit II (except as set forth in Section 1.2(h) with respect to a Delayed Purchase Amount), make available to the Seller in same day funds, at JPMorgan Chase Bank, N.A., account number 727176 Agent (or such other account as may be so designated in writing from time to time by such Purchaser Agent to the Seller and the Servicer), the Administrative Agent’s Distribution Account or to the Administrator account of the Administrative Agent, as applicable.". (j) Section 1.7(a) of the Receivables Purchase Agreement is hereby amended and each Purchaser Agent) an amount equal to the portion of Capital relating to the undivided percentage ownership interest with regard to the Purchased Interest then being funded by such Purchaser.restated as follows:

Amendments to the Receivables Purchase Agreement. (a2.1 Section 1.1(a) Clauses (a) and (b) of Section 1.2 of the Receivables Purchase Agreement are is hereby deleted amended and restated in its entirety as follows: “On the terms and conditions hereinafter set forth in this Agreement, each Conduit Purchaser hereby agrees to purchase, and make reinvestments of, on a non-recourse basis, ratably, based on their respective entireties and replaced with the following: (a) Each Funded Purchase (but not reinvestment) of an commitments set forth in Schedule IV hereto, undivided percentage ownership interests with regard to the Purchased Interest hereunder may be made on any day upon from the Seller’s written notice in Seller from time to time from the form of Annex B (each, a “Purchase Notice”) delivered date hereof to the Administrator Facility Termination Date to the extent that, for each Conduit Purchaser, such purchase or reinvestment would not exceed its respective commitment set forth in Schedule IV hereto, and each Purchaser Agent in accordance with Section 6.2 (which notice must be received by the Administrator and each Purchaser Agent before 2:00 p.m., New York City time) at least two (2) Business Days before the requested Purchase Date, which notice shall specify: (A) in the case of a Funded Purchase (other than one made pursuant after giving effect to Section 1.15(b))all such purchases or reinvestments for all Conduit Purchasers on such date, the amount requested to be paid to the Seller (such amount, which shall not be less than $300,000 (or such lesser amount as agreed to by the Administrator and the Majority Purchaser Agents)) and shall be in integral multiples of $100,000 in excess thereof, with respect to each Purchaser Group, (B) the Purchase Date of such Funded Purchase (which shall be a Business Day) and (C) the pro forma calculation aggregate outstanding Capital of the Purchased Interest after giving effect would not exceed the Purchase Limit.” 2.2 Section 1.4(f)(iii) of the Receivables Purchase Agreement is hereby amended and restated in its entirety as follows: “the Servicer shall hold such payments received from the Seller or Principal Collections (to the increase in the Aggregate extent representing a return of Capital. Each Purchase Notice given by the Seller pursuant to this Section 1.2 shall be irrevocable and binding on the Seller except in connection with a Delayed Purchase Notice as provided in Section 1.2(h). (b) On the date of each Funded Purchase (but not reinvestment, issuance of a Letter of Credit or a Funded Purchase pursuant to Section 1.2(e)) of undivided percentage ownership interests with regard to the Purchased Interest hereunder, each applicable Conduit Purchaser or Related Committed Purchaser, as the case may be, shallin trust for the Conduit Purchasers, upon satisfaction ratably based on their respective commitments set forth in Schedule IV hereto, for payment to the Conduit Agents on the next Monthly Settlement Date immediately following the current Settlement Period or such other date approved by the Conduit Agents, and Capital shall be deemed reduced in the amount to be paid to the Conduit Agents only when in fact finally so paid;” 2.3 Notwithstanding anything to the contrary in the Receivables Purchase Agreement or any other Transaction Document, for all purposes of notices and consents required under the applicable conditions Receivables Purchase Agreement or any other Transaction Document to be delivered to Xxxxx Factoring Company (the “Seller”), such notices and consents shall be sent to the Seller’s new address at: 000 Xxxxx Xxxx Xxxx, Xxxxx 000, Xxxxxx, Xxxxxxxx 00000-0000. 2.4 The definition of “Facility Termination Date” set forth in Exhibit II (except I to the Receivables Purchase Agreement is hereby amended by replacing the reference to the date “April 7, 2006” with the date “July 15, 2008” therein. 2.5 The definition of “Purchase Limit” set forth in Exhibit I to the Receivables Purchase Agreement is hereby amended by replacing the amount “$70,000,000” with the amount “$100,000,000” therein. 2.6 The Fifth Third Conduit Purchaser Scheduled Termination Date as set forth in Section 1.2(h) with respect on Fountain Square Commercial Funding’s signature page to a Delayed Purchase Amount)this Amendment Agreement is hereby extended through and until the close of business on July 15, make available 2008. 2.7 Exhibit I to the Seller Receivables Purchase Agreement is hereby amended by adding the following definition in same day funds, at JPMorgan Chase Bank, N.A., account number 727176 (or such other account as may be so designated in writing by the Seller to the Administrator and each Purchaser Agent) an amount equal to the portion of Capital relating to the undivided percentage ownership interest with regard to the Purchased Interest then being funded by such Purchaser.appropriate alphabetical order:

Amendments to the Receivables Purchase Agreement. (a) Clauses (a) and (b) of Section 1.2 of Notwithstanding the requirement set forth in the Receivables Purchase Agreement are hereby deleted that Purchases shall be made and funded by the Purchasers of the various Purchaser Groups ratably based on the aggregate Commitments of the Related Committed Purchasers in their respective entireties Purchaser Groups, the parties hereto agree that unless and replaced with until otherwise agreed to in writing by the followingparties hereto: (a) Each Funded Purchase (but not reinvestment) of an undivided percentage ownership interests with regard to the Purchased Interest hereunder may be made under the Receivables Purchase Agreement on any day upon or after the Seller’s written notice in the form of Annex B (each, a “Purchase Notice”) delivered to the Administrator date hereof shall be made and each Purchaser Agent in accordance with Section 6.2 (which notice must be received funded entirely by the Administrator and each Purchaser Agent before 2:00 p.m., New York City time) at least two (2) Business Days before the requested Purchase Date, which notice shall specify: (A) Purchasers in the case of a Funded Purchase (other than one made pursuant to Section 1.15(b)), the amount requested to be paid to the Seller (such amount, which shall not be less than $300,000 (or such lesser amount as agreed to by the Administrator and the Majority Purchaser Agents)) and shall be in integral multiples of $100,000 in excess thereof, with respect to each Market Street’s Purchaser Group, (B) rather than by the Purchase Date of such Funded Purchase (which shall be a Business Day) and (C) Purchasers in Atlantic’s Purchaser Group, until the pro forma calculation aggregate Capital of the Purchased Interest after giving effect to Purchasers in Market Street’s Purchaser Group equals the increase aggregate Commitment of the Related Committed Purchasers in the Aggregate Capital. Each Purchase Notice given by the Seller pursuant to this Section 1.2 shall be irrevocable and binding on the Seller except in connection with a Delayed Purchase Notice as provided in Section 1.2(h)Market Street’s Purchaser Group. (b) On Any Purchase or portion thereof to be made under the date Receivables Purchase Agreement after the aggregate Capital of each Funded Purchase (but not reinvestment, issuance the Purchaser’s in Market Street’s Purchaser Group equals the aggregate Commitment of a Letter of Credit or a Funded Purchase pursuant to Section 1.2(e)) of undivided percentage ownership interests with regard to the Purchased Interest hereunder, each applicable Conduit Purchaser or Related Committed PurchaserPurchasers in Market Street’s Purchaser Group shall be made and funded by the Purchasers in Atlantic’s Purchaser Group. (c) For the avoidance of doubt, as (i) the case may be, shall, upon satisfaction of foregoing shall not be construed to require any Purchaser to make or fund any Purchase unless all the applicable conditions precedent therefor set forth in Exhibit II the Receivables Purchase Agreement have been satisfied, (except as set forth in Section 1.2(hii) with respect no Purchaser’s Commitment is being increased or reduced hereby and (iii) no Purchaser shall be required to a Delayed make or fund any Purchase Amount), make available to the Seller in same day funds, at JPMorgan Chase Bank, N.A., account number 727176 (or such other account as may be so designated in writing by the Seller to the Administrator and each Purchaser Agent) an amount equal to the portion of Capital relating to the undivided percentage ownership interest with regard to the Purchased Interest then being funded by thereof that would cause such Purchaser’s aggregate outstanding Capital to exceed its Commitment.

Amendments to the Receivables Purchase Agreement. The Receivables Purchase Agreement is hereby amended as follows: (a) Clauses (aSection 1.2(a) and (b) of Section 1.2 of the Receivables Purchase Agreement are is hereby deleted in their respective entireties and replaced amended by replacing "two Business Days" with the following: "thirty-five (a35) Each Funded Purchase (but not reinvestment) of an undivided percentage ownership interests with regard to the Purchased Interest hereunder may be made on any day upon the Seller’s written notice in the form of Annex B (each, a “Purchase Notice”) delivered to the Administrator and each Purchaser Agent in accordance with Section 6.2 (which notice must be received by the Administrator and each Purchaser Agent before 2:00 p.m., New York City time) at least two (2) Business Days before the requested Purchase Date, which notice shall specify: (A) in the case of a Funded Purchase (other than one made pursuant to Section 1.15(b)), the amount requested to be paid to the Seller (such amount, which shall not be less than $300,000 (or such lesser amount as agreed to by the Administrator and the Majority Purchaser Agents)) and shall be in integral multiples of $100,000 in excess thereof, with respect to each Purchaser Group, (B) the Purchase Date of such Funded Purchase (which shall be a Business Day) and (C) the pro forma calculation of the Purchased Interest after giving effect to the increase in the Aggregate Capital. Each Purchase Notice given by the Seller pursuant to this Section 1.2 shall be irrevocable and binding on the Seller except in connection with a Delayed Purchase Notice as provided in Section 1.2(h)days" where it appears therein. (b) On the date of each Funded Purchase (but not reinvestment, issuance of a Letter of Credit or a Funded Purchase pursuant to Section 1.2(e)1.2(b) of undivided percentage ownership interests with regard the Receivables Purchase Agreement is hereby amended by deleting the final two paragraphs thereof. (c) Clause (a) of the definition of "Defaulted Receivable" in Exhibit I to the Purchased Interest hereunder, each applicable Conduit Purchaser or Related Committed Purchaser, as Receivables Purchase Agreement is hereby amended by replacing the case may be, shall, upon satisfaction table set forth therein with the following: 708664839 13429494 (e) Clause (b) of the applicable conditions set forth definition of "Eligible Receivable" in Exhibit II I to the Receivables Purchase Agreement is hereby amended and restated in its entirety to read as follows: (b) that is denominated and payable in U.S. dollars, and (except as set forth in Section 1.2(hotherwise expressly permitted pursuant to Sections I (f) and 2.ffi of Exhibit IV) the Obligor with respect to which has been instructed to remit Collections in respect thereof to a Delayed Purchase Amount), make available Lock-Box Account in the United States; (f) Section I (f) of Exhibit IV to the Seller Receivables Purchase Agreement ts hereby amended by adding the following at the end of the first sentence thereof: ; provided, however, that Airborne Systems North America of CA Inc., Airborne Systems North America of NJ Inc. and the Servicer shall not be required to instruct Obligors to deliver Collections on Receivables originated by Airborne Systems North America of CA Inc. or by Airborne Systems North America ofNJ Inc., in same day fundseither case, at JPMorgan Chase Bankuntil the earlier of (i) July [_], N.A.2014 and (ii) the occurrence of a Termination Event, account number 727176 (and that the failure to do so by Airborne Systems North America of CA Inc., Airborne Systems North America of NJ Inc. or such other account as may be so designated in writing by the Seller Servicer prior to the Administrator date determined pursuant to clauses (i) and each Purchaser Agent.ilil above shall not constitute a Termination Event for any reason related thereto. 2 708664839 13429494 (g) an amount equal Section 2(t) of Exhibit IV to the portion Receivables Purchase Agreement IS hereby amended by adding the following at the end of Capital relating the first sentence thereof: ; provided, however, that Airborne Systems North America of CA Inc., Airborne Systems North America of NJ Inc. and the Servicer shall not be required to instruct Obligors to deliver Collections on Receivables originated by Airborne Systems North America of CA Inc. or by Airborne Systems North America of NJ Inc., in either case, until the earlier of (i) July 23, 2014 and (ii) the occurrence of a Termination Event, and that the failure to do so by Airborne Systems North America of CA Inc., Airborne Systems North America of NJ Inc. or the Servicer prior to the undivided percentage ownership interest with regard date determined pursuant to the Purchased Interest then being funded by such Purchaserclauses (i) and .(ill above shall not constitute a Termination Event for any reason related thereto.

Amendments to the Receivables Purchase Agreement. The Receivables Purchase Agreement is hereby amended as follows: (a) Clauses (aSection 1.1(b) and (b) of Section 1.2 of the Receivables Purchase Agreement are hereby deleted is amended by replacing “30 days’ written notice” with “10 days’ written notice.” (b) Section 1.4(c) of the Receivables Purchase Agreement is amended by replacing the last sentence thereof in their respective entireties and replaced its entirety with the following: (a) Each Funded Purchase (but not reinvestment) of an undivided percentage ownership interests with regard : Not later than 1 Business Day prior to the Purchased Interest hereunder may be made on any day upon the Seller’s written notice in the form of Annex B (eacheach Settlement Date, a “Purchase Notice”) delivered to the Administrator and each Purchaser Agent in accordance with Section 6.2 (which notice must be received will notify the Servicer by the Administrator and each Purchaser Agent before 2:00 p.m., New York City time) at least two (2) Business Days before the requested Purchase Date, which notice shall specify: (A) in the case electronic mail of a Funded Purchase (other than one made pursuant to Section 1.15(b)), the amount requested to be paid to the Seller (such amount, which shall not be less than $300,000 (or such lesser amount as agreed to by the Administrator and the Majority Purchaser Agents)) and shall be in integral multiples of $100,000 in excess thereof, Discount accrued with respect to each Purchaser Group, (B) Portion of Capital during the Purchase Date of such Funded Purchase (which shall be a Business Day) and (C) the pro forma calculation of the Purchased Interest after giving effect to the increase in the Aggregate Capital. Each Purchase Notice given by the Seller pursuant to this Section 1.2 shall be irrevocable and binding on the Seller except in connection with a Delayed Purchase Notice as provided in Section 1.2(h)related Settlement Period. (bc) On the date of each Funded Purchase (but not reinvestment, issuance of a Letter of Credit or a Funded Purchase pursuant to Section 1.2(e)1.4(e)(i) of undivided percentage ownership interests the Receivables Purchase Agreement is amended by replacing “immediately” with regard “promptly, and in any event within one Business Day,” (d) Section 1.4(e) of the Receivables Purchase Agreement is amended by deleting “and” at the end of clause (iii) thereof, replacing the period at the end of clause (iv) thereof with “; and” and adding the following clause (v) to the Purchased Interest hereunderend of Section 1.4(e): (v) if at any time before the Facility Termination Date the Seller is deemed to have received any Deemed Collections, each applicable Conduit Purchaser so long as no Termination Day then exists, the Seller may satisfy its obligation to deliver the amount of such Deemed Collections to a Lock-Box Account or Related Committed Purchaserhold such amount in trust and apply it in accordance with this Section 1.4, as the case may be, shall, upon satisfaction of the applicable conditions set forth in Exhibit II (except as set forth in Section 1.2(h) with respect to a Delayed Purchase Amount), make available to the Seller in same day funds, at JPMorgan Chase Bank, N.A., account number 727176 by instead recalculating (or such other account as may be so designated in writing by the Seller being deemed to the Administrator and each Purchaser Agenthave recalculated) an amount equal to the portion of Capital relating to the undivided percentage ownership interest with regard to the Purchased Interest then being funded by decreasing the Net Receivables Pool Balance by the amount of such PurchaserDeemed Collections, so long as such adjustment does not cause the Purchased Interest to exceed 100%. (e) Section 1.9(a) of the Receivables Purchase Agreement is amended by adding “, but expressly excluding any foregone Program Fees (as defined in the Fee Letter)” after “hereunder” (f) Section 4.5(a) of the Receivables Purchase Agreement is amended by adding “to the extent the Seller is under any obligation to do so,” after “(ii)”. (g) The following defined terms are added to Exhibit I of the Receivables Purchase Agreement in appropriate alphabetical order:

Amendments to the Receivables Purchase Agreement. (a) Clauses (a) and (b) The Parties hereby agree that, with effect from the date of Section 1.2 of this Amendment, the Receivables Purchase Agreement are hereby deleted in their respective entireties and replaced with the followingshall be amended as follows: (a) Each Funded The last four sentences of Section 2.2(b) shall be amended in their entirety to read as follows: In addition, the Seller Agent shall track all funds received by each Seller and the Seller Agent from the Buyer as Advanced Purchase Prices and shall at no time permit the Buyer to transfer Advanced Purchase Prices (but which have not reinvestment) of an undivided percentage ownership interests with regard been applied to the Purchased Interest hereunder Purchase Price for Acquired Receivables) in excess of 10% of the Unpaid Balance of Acquired Receivables that qualify as Eligible Receivables with respect to each applicable Seller as set forth in the most-recent Portfolio Report; provided, that so long as the Applicable S&P Rating is not below “BBB-” (or withdrawn or suspended) and the Applicable Xxxxx’x Rating is not below “Baa3” (or withdrawn or suspended), then the determination as to whether the Advanced Purchase Price amounts with respect to each applicable Seller would exceed such 10% threshold may be made on a weekly basis (rather than daily in any day upon other circumstance) on the Seller’s written notice fourth Business Day (or, if such calendar week has less than 4 Business Days, on the last Business Day) of such calendar week and any such determination shall remain in effect until the form immediately succeeding date of Annex B determination. In the event that Collections on any date related to any Acquired Receivables previously sold by any Seller to the Buyer are less than the aggregate Purchase Prices payable by the Buyer to such Seller on such date, the Buyer may defer payment to such Seller or the Seller Agent on behalf of such Seller in an amount equal to such shortfall (eachany such shortfall, a “Deferred Purchase NoticePrice”) delivered to the Administrator and each Purchaser Agent in accordance with Section 6.2 (which notice must be received by the Administrator and each Purchaser Agent before 2:00 p.m., New York City time) at least two (2) Business Days before the requested Purchase Date), which notice Deferred Purchase Price shall specify: (A) in be payable on the case earlier of a Funded Purchase (other than one made the date the Buyer has funds available therefor pursuant to Section 1.15(b)2.2(d) and the immediately following Settlement Date. In addition, the Seller Agent shall track all such Deferred Purchase Price amounts and shall at no time permit the amount for any single Seller to exceed 10% of the Unpaid Balance of Acquired Receivables that qualify as Eligible Receivables of such Seller as set forth in the most-recent Portfolio Report; provided, that so long as the Applicable S&P Rating is not below “BBB-” (or withdrawn or suspended) and the Applicable Xxxxx’x Rating is not below “Baa3” (or withdrawn or suspended), then the amount requested determination as to be paid to whether the Seller (such amount, which shall not be less than $300,000 (or such lesser amount as agreed to by the Administrator and the Majority Purchaser Agents)) and shall be in integral multiples of $100,000 in excess thereof, Deferred Purchase Price amounts with respect to each Purchaser Groupapplicable Seller would exceed such 10% threshold may be made on a weekly basis (rather than daily in any other circumstance) on the fourth Business Day (or, (B) if such calendar week has less than 4 Business Days, on the Purchase Date of such Funded Purchase (which shall be a last Business Day) of such calendar week and (C) any such determination shall remain in effect until the pro forma calculation of the Purchased Interest after giving effect to the increase in the Aggregate Capital. Each Purchase Notice given by the Seller pursuant to this Section 1.2 shall be irrevocable and binding on the Seller except in connection with a Delayed Purchase Notice as provided in Section 1.2(h). (b) On the immediately succeeding date of each Funded Purchase (but not reinvestment, issuance of a Letter of Credit or a Funded Purchase pursuant to Section 1.2(e)) of undivided percentage ownership interests with regard to the Purchased Interest hereunder, each applicable Conduit Purchaser or Related Committed Purchaser, as the case may be, shall, upon satisfaction of the applicable conditions set forth in Exhibit II (except as set forth in Section 1.2(h) with respect to a Delayed Purchase Amount), make available to the Seller in same day funds, at JPMorgan Chase Bank, N.A., account number 727176 (or such other account as may be so designated in writing by the Seller to the Administrator and each Purchaser Agent) an amount equal to the portion of Capital relating to the undivided percentage ownership interest with regard to the Purchased Interest then being funded by such Purchaserdetermination.