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Exhibit 10.3
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THIRD AMENDMENT
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THIRD AMENDMENT (the "Third Amendment") dated as of March 20,
1998 to the Guaranty Agreement dated as of October 1, 1990, as amended on
February 15, 1994 and on October 31, 1997 (as amended, the "Guaranty
Agreement"), among Retailer Funding Corporation (the "Company"), Keyboard
Acceptance Corporation (formerly BPO Finance Corporation) ("KAC"), Xxxxxxx Piano
& Organ Company ("Xxxxxxx") and General Electric Capital Corporation (the
"Guarantor"). Except as otherwise defined herein, capitalized terms used herein
and defined, either directly or by reference to the Purchase and Administration
Agreement shall be used herein as so defined.
W I T N E S S E T H :
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WHEREAS, the Company, KAC, Xxxxxxx and the Guarantor have
entered into the Guaranty Agreement and now desire to amend certain provisions
of the Guaranty Agreement;
NOW, THEREFORE, it is agreed:
1. Section 2(a) of the Guaranty Agreement is hereby amended by
deleting the reference to "503(b)(xi)" and replacing the deleted language with a
reference to "5.03(b)(xii)".
2. Section 3(a) of the Guaranty Agreement is hereby amended by
deleting the reference to "503(a)(i)" and replacing the deleted language with a
reference to "5.03(a)(1)(ii)".
3. This Third Amendment is limited as specified and shall not
constitute a modification, acceptance or waiver of any other provision of the
Guaranty Agreement.
4. This Third Amendment shall become effective (the "Third
Amendment Effective Date") on the date on which the Company, KAC, Xxxxxxx and
GECC shall have each executed and delivered to the others a counterpart of this
Third Amendment.
5. From and after the Third Amendment Effective Date, all
references to the Guaranty Agreement in the Guaranty Agreement, each of the
other Company Documents and each of the Seller Documents shall be deemed to be
references to the Guaranty Agreement as amended hereby.
6. The parties hereto expressly agree and consent to any
merger of the Company with and into Retailer Funding, L.L.C. ("RFLCC") and
acknowledge and agree that from and after the date of any such merger RFLLC
shall be the Company for all purposes of the Guaranty Agreement with all of the
rights and obligations of the Company thereunder.
7. This Third Amendment may be executed on separate
counterparts by the parties hereto, each of which when so executed and delivered
shall be an original, but all of
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which shall constitute one and the same instrument.
8. This Third Amendment and the rights and obligations
hereunder shall be construed in accordance with and governed by the laws of the
State of New York.
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IN WITNESS WHEREOF, each of the parties hereto has caused a
counterpart of this Third Amendment to be duly executed and delivered as of the
date first above written.
RETAILER FUNDING CORPORATION
By:/s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: Assistant Secretary
KEYBOARD ACCEPTANCE CORPORATION
(formerly BPO Finance Corporation)
By:/s/ Xxxxx X. Xxxxxxxx
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Name: Xxxxx X. Xxxxxxxx
Title: Executive Vice President and Chief
Financial Officer
XXXXXXX PIANO & ORGAN COMPANY
By:/s/ Xxxxx X. Xxxxxxxx
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Name: Xxxxx X. Xxxxxxxx
Title: Executive Vice President and Chief
Financial Officer
GENERAL ELECTRIC CAPITAL CORPORATION
By:/s/ Xxxxxx Xxxxxx
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Name: Xxxxxx Xxxxxx
Title: Vice President
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