Exhibit 2.1(f)
FOURTH AMENDMENT
TO
RECEIVABLES PURCHASE AGREEMENT
THIS FOURTH AMENDMENT dated as of March 23, 1999 (this "Amendment") to
the Receivables Purchase Agreement, dated as of March 25, 1997, and amended as
of March 24, 1998, as of July 16, 1998, as of January 28, 1999 and as of
December 23, 1998 (the "Receivables Purchase Agreement"), by and among CONE
RECEIVABLES LLC, a Delaware limited liability company, as seller (the "Seller"),
CONE XXXXX CORPORATION, a Delaware corporation, as buyer (the "Buyer"), is by
and among the parties listed above. Capitalized terms used in this Amendment and
not otherwise defined shall have the meanings assigned to such terms in the
Receivables Purchase Agreement.
RECITALS
WHEREAS, the parties to the Receivables Purchase Agreement desire to
amend the Receivables Purchase Agreement to extend the expiration date of the
facility as provided below:
NOW THEREFORE, in consideration of the premises and the agreements
contained herein, the parties hereto agree as follows:
SECTION 1. Amendment to Section 1.01 of the Receivables
Purchase Agreement. The definition of "Expiration Date: in Section
1.01 of the Receivables purchase Agreement is hereby amended in its
entirety and now reads as follows:
"Expiration Date: shall mean the earliest if (I) June 23, 1999
(ii) the date of termination of the commitment of the LOC Bank under
the Letter of Credit Reimbursement Agreement, (iii) the date of
termination of the commitment of the Banks under the Credit Agreement
or (iv) the day on which the Buyer delivers a Notice of Termination
pursuant to Section 7.02 hereof or a Termination Event described in
Section 7.01(k) hereof occurs.
SECTION 2. Amendment to Section 2.15 of the Receivables Purchase
Agreement. The expiration date in Section 2.15 of the Receivables Purchase
Agreement is hereby extended by deleting "March 23, 1999" and inserting in its
place "June 23, 1999".
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SECTION 3. Receivables Purchase Agreement in Full Force and Effect as
Amended. Except as specifically stated herein, all of the terms and conditions
of the Receivables Purchase Agreement shall remain in full force and effect. All
references to the Receivables Purchase Agreement in any other document or
instrument shall be deemed to mean the Receivables Purchase Agreement, as
amended by this Amendment. This Amendment shall not constitute a novation of the
Receivables Purchase Agreement, but shall constitute an amendment thereto. The
parties hereto agree to be bound by the terms and obligations of the Receivables
Purchase Agreement, as amended by this Amendment, as though the terms and
obligations of the Receivables Purchase Agreement were set forth herein.
SECTION 4. Effectiveness. The amendments provided for by this Amendment
shall become effective as of the date hereof, upon receipt by the Buyer of (a)
executed counterparts of this Amendment and (b) a certificate of an officer of
each of the Seller and the Services to the effect that the representations and
warranties in Section 5.01 and 5.03, as applicable, of the Receivables Purchase
Agreement are true and correct as of the date hereof and that no Termination
Event or Potential Termination Event shall exist as of the date hereof.
SECTION 5. Counterparts. This Amendment may be executed in any number
of counterparts and by separate parties hereto on separate counterparts, each of
which when executed shall be deemed an original, but all such counterparts taken
together shall constitute one and the same instrument.
SECTION 6. Governing Law. THIS AMENDMENT SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW
YORK.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed and delivered by their duly authorized officers as of the date hereof.
CONE RECEIVABLES LLC,
By: Cone Xxxxx Corporation, its sole member
By: /s/ Xxxxx X. Xxxx
Name: Xxxxx X. Xxxx
Title: Treasurer
CONE XXXXX CORPORATION
BY: /s/ Xxxxxxx X. Xxxx
Name: Xxxxxxx X. Xxxx
Title: Executive Vice President
and CFO
DELAWARE FUNDING CORPORATION,
By: Xxxxxx Guaranty Trust Company of New
York, as attorney-in-fact-for Delaware
Funding Corporation
By: /s/ Xxxxxxx X. Xxxxx
Name: Xxxxxxx X Xxxxx
Title: Vice President
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