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AMENDMENT NO. 3
dated as of August 27, 1999
to the
NOTE PURCHASE AGREEMENT,
among
FFCA FRANCHISE LOAN OWNER TRUST 1998-1,
as Issuer,
FFCA ACQUISITION CORPORATION,
and
FFCA LOAN WAREHOUSE CORPORATION,
as Depositor
and
XXXXXX XXXXXXX SECURITIZATION FUNDING INC.
as Purchaser
Dated as of August 14, 1998
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AMENDMENT NO. 3
TO THE
NOTE PURCHASE AGREEMENT
dated as of August 27, 1999
AMENDMENT NO. 3 TO THE NOTE PURCHASE AGREEMENT, dated as of August 27, 1999
("AMENDMENT NO. 3") to that certain Note Purchase Agreement, dated as of August
14, 1998 (the "NOTE PURCHASE AGREEMENT") among FFCA Loan Trust 1998-1 (the
"ISSUER"), FFCA Acquisition Corporation, FFCA Loan Warehouse Corporation (the
"DEPOSITOR"), and Xxxxxx Xxxxxxx Securitization Funding Inc. ("MSSFI," and in
its capacity as Purchaser hereunder, the "Purchaser").
PRELIMINARY STATEMENTS
WHEREAS, the parties hereto have entered into that certain Note Purchase
Agreement, whereby the Purchaser agrees to purchase certain Notes;
WHEREAS Purchaser wishes to amend the Note Purchase Agreement; and
WHEREAS, Section 10.01 provides the Note Purchase Agreement may be amended
in writing by the parties thereto;
NOW, THEREFORE, in consideration of the promises and the mutual agreements
hereinafter set forth, the parties hereto, intending to be legally bound, hereby
agree as follows:
1. DEFINITIONS. Unless otherwise defined herein, all capitalized terms
shall have the meanings set forth in the Note Purchase Agreement.
2. AMENDMENT TO NOTE PURCHASE AGREEMENT.
(a) Section 1.01 is hereby amended by deleting the definition of
"COMMITMENT AMOUNT" and by replacing such definition with the following:
"COMMITMENT AMOUNT" means an amount equal to $900,000,000.
(b) Section 2.02 is hereby amended by adding at the end thereof the
following sentence:
On or prior to the date of the execution of Amendment No. 3, FFCA
Acquisition Corp. shall pay or cause to be paid to the Purchaser an additional
commitment fee equal to 0.125% multiplied by $300,000,000, multiplied by the
number of days from and excluding the date hereof to and including the Maturity
Date divided by 360 (the "Additional Commitment Fee"), to be payable by wire
transfer in immediately available funds, to the account of the Purchaser in
accordance with the instructions set forth on Schedule I hereto.
3. COVENANT TO PAY. The Issuer, FFCA Acquisition Corp. and the Depositor
jointly and severally covenant to pay as and when billed by the Purchaser the
reasonable fees, disbursements and expenses of counsel to the Purchaser in
connection with the amendments to the Basic Documents effected on the date
hereof.
4. FULL FORCE AND EFFECT. Except as modified by this Amendment No. 3, the
Note Purchase Agreement shall otherwise remain in full force and effect against
any and all of the parties thereunder.
5. GOVERNING LAW. This Amendment No. 3 shall be governed by, and construed
in accordance with, the laws of the State of New York, without reference to its
conflicts of laws provisions, and the obligations, rights and remedies of the
parties hereunder shall be determined in accordance therewith.
6. COUNTERPARTS. This Amendment No. 3 may be executed by the parties hereto
in separate counterparts, each of which when so executed and delivered shall be
an original, but all such counterparts shall together constitute but one and the
same instrument.
IN WITNESS WHEREOF the parties have executed this Amendment No. 3 as of the
date first above written.
FFCA FRANCHISE LOAN OWNER TRUST
1998-1, as Issuer
By: Wilmington Trust Company,
not in its individual capacity but
solely as Owner Trustee
By: /s/ Xxxxxxxx Xxxxxxx
----------------------------------------
Name: Xxxxxxxx Xxxxxxx
Title: Financial Services Officer
FFCA ACQUISITION CORPORATION
By: /s/ Xxxxxx X. Xxxxx
----------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Executive Vice President
XXXXXX XXXXXXX SECURITIZATION FUNDING INC.,
as Purchaser
By: /s/ Xxxxxx X. Xxxxxxxxx
----------------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Vice President
FFCA LOAN WAREHOUSE CORPORATION,
as Depositor
By: /s/ Xxxxxx X. Xxxxx
----------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Vice President
ACCEPTED AND AGREED
LASALLE BANK NATIONAL ASSOCIATION f/k/a LASALLE NATIONAL BANK,
as Indenture Trustee
By: /s/ Xxxxxxx X. Xxxxx
---------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Senior Vice President
SCHEDULE I
PURCHASER ACCOUNT INFORMATION
Bank: Citibank
ABA Routing number: 000000000 (For the Account of MSSFI)
Account number: 00000000
