THIS THIRD AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT (this
"Amendment") is made as of June 28, 1999, among:
1. FIDELITY LEASING SPC II, INC., a Delaware corporation, as seller
(the "Seller");
2. FIDELITY LEASING, INC., a Pennsylvania corporation ("Fidelity"), as
servicer (the "Servicer");
3. MARKET STREET FUNDING CORPORATION, a Delaware corporation (together
with its successor and permitted assignee, "MSFC")'
4. PNC BANK NATIONAL ASSOCIATION ("PNC"), as administrator for and on
behalf of MSFC (the "Administrator"); and
5. XXXXXX TRUST AND SAVINGS BANK, as collateral custodian (the
"Collateral Custodian") and backup servicer (the "Backup Servicer").
BACKGROUND
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1. The Seller, the Servicer, MSFC, the Administrator and the Collateral
Custodian and Backup Servicer are parties to Receivables Purchase Agreement,
dated as of December 29, 1998 (as amended, the "Receivables Purchase
Agreement").
2. The parties hereto now desire to amend the Receivables Purchase
Agreement in certain respects, as provided below.
AGREEMENT
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ARTICLE I
DEFINITIONS
Capitalized terms used herein and not defined herein shall have the
meaning assigned to such terms in the Receivables Purchase Agreement.
ARTICLE II
AMENDMENTS
SECTION 2.1 Amendment of the Receivables Purchase Agreement. The
Receivables Purchase Agreement is hereby amended to incorporate the changes
shown on the marked pages attached hereto as Exhibit A.
ARTICLE III
MISCELLANEOUS
SECTION 3.1 Effectiveness. This Amendment shall become effective and be
deemed effective as of the date first above written upon the Administrator's
receipt of counterparts of this Amendment executed by the parties hereto.
SECTION 3.2 Waiver of Conditions. Each of the parties hereto waives any
other notice requirements or other conditions to this Amendment or the
conditions contemplated hereby specified in the documents amended hereby or any
related documents.
SECTION 3.3 Effect of Amendments; Ratification. Upon and after the
effectiveness of this Amendment, (a) (i) this Amendment shall be a part of the
Receivables Purchase Agreement and (ii) each reference in the Receivables
Purchase Agreement to "this Agreement" and the words "hereof," "herein,"
"hereunder" and words of like import, and each reference to the Receivables
Purchase Agreement in any other related agreement shall mean and be a reference
to the Receivables Purchase Agreement, as amended hereby; and (b) except as
expressly amended hereby, the Receivables Purchase Agreement shall remain in
full force and effect and is hereby ratified and confirmed by the parties
hereto.
SECTION 3.4 Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK.
SECTION 3.5 Headings, Etc. Article and Section headings of this
Amendment are inserted in this Amendment for convenience of reference only and
are not to be considered part of this Amendment for any other purpose.
SECTON 3.6 Counterparts. This Amendment may be executed by the parties
hereto in separate counterparts, each of which shall be deemed to be an
original, and all such counterparts shall together constitute but one and the
same instrument.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the parties listed below have caused their names to
be signed hereby by their respective officers thereunto duly authorized all as
of the date and year first above written.
FIDELITY LEASING SPC II, INC.
By:
--------------------------------
Name:
Title
FIDELITY LEASING, INC.
By:
--------------------------------
Name:
Title
MARKET STREET FUNDING CORPORATION
By:
--------------------------------
Name:
Title
PNC BANK NATIONAL ASSOCIATION
By:
--------------------------------
Name:
Title
XXXXXX TRUST AND SAVINGS BANK
By:
--------------------------------
Name:
Title
EXHIBIT A
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RECEIVABLES PURCHASE AGREEMENT
among
FIDELITY LEASING SPC II, INC.,
FIDELITY LEASING, INC.,
MARKET STREET FUNDING CORPORATION,
PNC BANK, NATIONAL ASSOCIATION,
and
XXXXXX TRUST AND SAVINGS BANK
December 29, 1998
(conformed as amended on February 1, 1999, and March 8, 1999 and June 28, 1999)
================================================================================
(b) The Seller may reduce the Capital of any Asset Interest, upon 30
days notice to MSFC and the Administrator prior to the date of such reduction,
by remitting to the Agent's Account (i) cash and (ii) instructions to apply such
cash to the reduction of such Capital and Yield to accrue (until such cash can
be used to pay Commercial Paper Notes) with respect to such Asset Interest,
provided that no such reduction shall be given effect unless the Seller has
complied with the terms of any Hedging Agreement requiring that one or more
Hedge Transactions be terminated in whole or in part as the result of any such
reduction of such Asset Interest, and Seller has paid all Hedge Breaking Costs
owing to the relevant Hedge Counterparty for any such termination and all
Breakage Costs. The Seller shall pay all costs related to the reduction of
outstanding Capital, including Breakage Costs, Hedge Breakage Costs and all
costs associated with the outstanding Commercial Paper Notes related to such
Capital reduction; provided, however, that MSFC and the Administrator shall use
their reasonable best efforts to minimize any Breakage Costs.
Section 2.4 Determination of Yield.
The Administrator shall determine the Yield (including unpaid Yield, if
any, due and payable on a prior Settlement Date) to be paid on each Settlement
Date for the related Settlement Period and shall advise the Servicer thereof on
the last day of such Settlement Period.
Section 2.5 Voluntary Repurchases.
The Seller may, upon at least 30 days' notice to the Adminstrator,
repurchase all or any of the Asset Interests, except Asset Interests purchased
by MSFC prior to February 4, 1999, in full by remitting to the Agent's Account
(i) cash and (ii) instructions to apply such cash to the Capital and Yield
accrued and to accrue (until such cash can be used to pay Commercial Paper
Notes) with respect to the Asset Interests to be repurchased, provided that no
such repurchase shall be effective unless the Seller has complied with the terms
of any Hedging Agreement requiring that one or more Hedge Transactions be
terminated in whole or in part as the result of any such repurchase of such
Asset Interest, and Seller has paid all Hedge Breaking Costs. The Seller shall
pay all costs related to such repuchases, including Breakage Costs, Hedge
Breakage Costs and all costs associated with the outstanding Commercial Paper
Notes related to the Asset Interests repurchased; provided, however, that MSFC
and the Administrator shall use their reasonable best efforts to minimize any
Breakage Costs.
Section 2.6 Dividing or Combining Asset Interests.
The Administrator may take any of the following actions at the end of a
Settlement Period with respect to any Asset Interest: (i) divide such Asset
Interest into two or more Asset Interests having aggregate Capital equal to the
Capital of such divided Asset Interest, (ii) combine such Asset
