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EXHIBIT 10.3
SECOND AMENDMENT
TO RECEIVABLES PURCHASE AGREEMENT
THIS SECOND AMENDMENT (this "SECOND AMENDMENT"), made as of August 7,
1998, to Receivables Purchase Agreement, dated as of June 30, 1997, as amended,
by and among THE LEARNING COMPANY FUNDING, INC., a Delaware corporation (the
"SELLER"), LEXINGTON XXXXXX CAPITAL COMPANY, LLC, a Delaware limited liability
company, as purchaser (the "PURCHASER"), FLEET NATIONAL BANK, a national banking
association, as the agent (the "AGENT"), TLC MULTIMEDIA INC., a Minnesota
corporation, as servicer ("TLC MULTIMEDIA" or "SERVICER"), and THE LEARNING
COMPANY, INC., a Delaware corporation ("TLC").
WITNESSETH:
WHEREAS, the Seller, the Purchaser, the Agent, the Servicer and TLC are
parties to a certain Receivables Purchase Agreement, dated as of June 30, 1997,
as amended (the "RECEIVABLES PURCHASE AGREEMENT"); and
WHEREAS, the parties hereto wish to amend the Receivables Purchase
Agreement pursuant to Section 9.2(b) thereof.
NOW THEREFORE, in consideration of the mutual promises and agreements
herein, the parties hereto agree as follows:
1. The definitions of "LIQUIDITY AGREEMENT" and "PURCHASE LIMIT"
in Exhibit I to the Receivables Purchase Agreement are amended and restated in
their entireties to read, respectively, as follows:
"'LIQUIDITY AGREEMENT' means the Amended and Restated
Liquidity Agreement dated as of August 7, 1998, as amended and in
effect from time to time, among Purchaser, the Liquidity Banks and
Fleet as agent."
"'PURCHASE LIMIT' means $100,000,000."
2. Except as specifically amended by this Second Amendment, the
Receivables Purchase Agreement is hereby ratified, confirmed and approved. The
Receivables Purchase Agreement, as supplemented and amended by this Second
Amendment, shall be construed as one and the same instrument. This Second
Amendment may be executed in any number of counterparts, each of which
counterpart, when so executed, shall be deemed to be an original and such
counterparts shall constitute one and the same instrument.
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3. This Second Amendment shall be governed by and construed in
accordance with the laws of The Commonwealth of Massachusetts and the
obligations, rights and remedies of the parties hereunder shall be determined in
accordance with such laws.
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IN WITNESS WHEREOF, the parties hereto have caused this Second
Amendment to Receivables Purchase Agreement to be executed and delivered as an
instrument under seal by their duly authorized officers as of the date first
above written.
SELLER:
THE LEARNING COMPANY
FUNDING, INC.
By: /s/ R. Xxxxx Xxxxxx
------------------------------------
Name: R. Xxxxx Xxxxxx
Title: Chief Financial Officer
PURCHASER:
LEXINGTON XXXXXX CAPITAL
COMPANY, LLC
By:
------------------------------------
Name:
Title:
AGENT:
FLEET NATIONAL BANK
By:
------------------------------------
Name:
Title:
SERVICER:
TLC MULTIMEDIA INC.
By: /s/ R. Xxxxx Xxxxxx
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Name: R. Xxxxx Xxxxxx
Title: Chief Financial Officer
THE LEARNING COMPANY, INC.
By: /s/ R. Xxxxx Xxxxxx
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Name: R. Xxxxx Xxxxxx
Title: Chief Financial Officer
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IN WITNESS WHEREOF, the parties hereto have caused this Second
Amendment to Receivables Purchase Agreement to be executed and delivered as an
instrument under seal by their duly authorized officers as of the date first
above written.
SELLER:
THE LEARNING COMPANY
FUNDING, INC.
By:
------------------------------------
Name:
Title:
PURCHASER:
LEXINGTON XXXXXX CAPITAL
COMPANY, LLC
By: /s/ Xxxxxx X. Xxxxx
------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Manager
AGENT:
FLEET NATIONAL BANK
By:
------------------------------------
Name:
Title:
SERVICER:
TLC MULTIMEDIA INC.
By:
------------------------------------
Name:
Title:
THE LEARNING COMPANY, INC.
By:
------------------------------------
Name:
Title:
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IN WITNESS WHEREOF, the parties hereto have caused this Second
Amendment to Receivables Purchase Agreement to be executed and delivered as an
instrument under seal by their duly authorized officers as of the date first
above written.
SELLER:
THE LEARNING COMPANY
FUNDING, INC.
By:
------------------------------------
Name:
Title:
PURCHASER:
LEXINGTON XXXXXX CAPITAL
COMPANY, LLC
By:
------------------------------------
Name:
Title:
AGENT:
FLEET NATIONAL BANK
By: /s/ Xxxxxx X. Head, Jr.
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Name: Xxxxxx X. Head, Jr.
Title: Senior Vice President
SERVICER:
TLC MULTIMEDIA INC.
By:
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Name:
Title:
THE LEARNING COMPANY, INC.
By:
------------------------------------
Name:
Title:
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