AMENDMENT NO. 4 TO
RECEIVABLES PURCHASE AGREEMENT
THIS AMENDMENT NO. 4 TO RECEIVABLES PURCHASE AGREEMENT, dated as of
June 30, 1999 (this "Amendment"), is entered into by and among SW LEASING
PORTFOLIO IV, INC., as Seller, FIDELITY LEASING, INC., as Servicer, certain
Investors, VARIABLE FUNDING CAPITAL CORPORATION ("VFCC"), as a Purchaser, FIRST
UNION CAPITAL MARKETS CORP., as Deal Agent, FIRST UNION NATIONAL BANK ("First
Union"), as Liquidity Agent and XXXXXX TRUST AND SAVINGS BANK, as the Collateral
Custodian and the Backup Servicer. Capitalized terms used and not otherwise
defined herein are used as defined in the Agreement (as defined below).
WHEREAS, the parties hereto entered into that certain Receivables
Purchase Agreement, dated as of December 18, 1997 (the "Agreement"); and
WHEREAS, the parties hereto desire to amend the Agreement in certain
respects as provided herein;
NOW THEREFORE, in consideration of the premises and the other mutual
covenants contained herein, the parties hereto agree as follows:
SECTION 1. Amendments.
(a) The following additional definition is hereby added to
Section 1.1 of the Agreement:
"Available Funds. With respect to any Payment Date, all amounts
received in the Collection Account during Collection Period that ended
on the last day of calendar month immediately preceding the calendar
month in which such Payment Date occurs."
(b) The first sentence of Section 2.7(a), to the first colon,
is hereby modified, amended and restated to read in its entirety as follows:
"On each Payment Date, the Servicer shall pay to the following
Persons, from (i) the Collection Account, to the extent of Available
Funds, and (ii) a Servicer Advance if made or required pursuant to
Section 6.3, the following amounts in the following order of priority:"
(c) The first sentence of Section 2.8(b), to the first colon,
is hereby modified, amended and restated to read in its entirety as follows:
"On each Payment Date, the Servicer shall pay to the following
Persons, from (i) the Collection Account, to the extent of Available
Funds, and (ii) a Servicer Advance if made or required pursuant to
Section 6.3, the following amounts in the following order of priority:"
(d) The first sentence of Section 2.9(b), to the first colon,
is hereby modified, amended and restated to read in its entirety as follows:
"On each Payment Date, the Servicer shall pay to the following
Persons, from (i) the Collection Account, to the extent of Available
Funds, and (ii) a Servicer Advance if made or required pursuant to
Section 6.3, the following amounts in the following order of priority:"
(e) Section 7.1 of the Agreement is hereby amended, modified
and restated to read in its entirety as follows:
"If any of the following events ("Payout Events") shall occur:
(a) as of any Reporting Date, the Delinquency Ratio for
the preceding Determination Date exceeds 3.0%;
(b) as of any Reporting Date, the Default Ratio for the
preceding Determination Date exceeds 2.75%;
(c) the passage of 60 days following receipt by the
Purchaser of a written notification of the Seller's intent to
terminate the revolving period; or
(d) the occurrence of the Termination Date."
(f) Section 7.2(c) of the Agreement is hereby deleted and
replaced with the following:
"(c) [reserved];"
SECTION 2. Agreement in Full Force and Effect as Amended. Except as
specifically amended hereby, the Agreement shall remain in full force and
effect. All references to the Agreement shall be deemed to mean the Agreement as
modified hereby. This Amendment shall not constitute a novation of the
Agreement, but shall constitute an amendment thereof. The parties hereto agree
to be bound by the terms and conditions of the Agreement, as amended by this
Amendment, as though such terms and conditions were set forth herein.
- 2 -
SECTION 3. Miscellaneous.
(a) The effective date of this Amendment shall be April 19, 1999.
(g) This Amendment may be executed in any number of counterparts, and
by the different parties hereto on the same or separate counterparts, each of
which shall be deemed to be an original instrument but all of which together
shall constitute one and the same agreement.
(b) The descriptive headings of the various sections of this Amendment
are inserted for convenience of reference only and shall not be deemed to affect
the meaning or construction of any of the provisions hereof.
(c) This Amendment may not be amended or otherwise modified except as
provided in the Agreement.
(d) First Union certifies by execution hereof that it is an Investor
with Commitments in excess of 66 2/3% of the Purchase Limit, and therefore is a
Required Investor pursuant to the Agreement.
(e) THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER
THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO ITS CONFLICT OF LAWS
PROVISIONS.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the parties have caused this Amendment to be
executed by their respective officers thereunto duly authorized, as of the date
first above written.
THE SELLER: SW LEASING PORTFOLIO IV, INC.
By: ___________________________
Name:
Title:
THE SERVICER: FIDELITY LEASING, INC.
By: ___________________________
Name:
Title:
[SIGNATURES CONTINUED ON THE FOLLOWING PAGE]
VFCC: VARIABLE FUNDING CAPITAL
CORPORATION
By First Union Capital Markets Corp.,
as attorney-in-fact
By: ___________________________
Name:
Title:
Variable Funding Capital Corporation
c/o First Union Capital Markets Corp.
Xxx Xxxxx Xxxxx Xxxxxx, XX-0
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000-0000
Attn: Conduit Administration
Facsimile: (000) 000-0000
Telephone: (000) 000-0000
THE DEAL AGENT: FIRST UNION CAPITAL MARKETS CORP.
By: ___________________________
Name:
Title:
First Union Capital Markets Corp.
Xxx Xxxxx Xxxxx Xxxxxx, XX-0
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Attn: Conduit Administration
Facsimile : (000) 000-0000
Telephone: (000) 000-0000
[SIGNATURES CONTINUED ON THE FOLLOWING PAGE]
THE DOCUMENTATION AGENT: FIRST UNION CAPITAL MARKETS CORP.
By: ___________________________
Name:
Title:
First Union Capital Markets Corp.
Xxx Xxxxx Xxxxx Xxxxxx, XX-0
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Attn: Conduit Administration
Facsimile : (000) 000-0000
Telephone: (000) 000-0000
THE LIQUIDITY AGENT: FIRST UNION NATIONAL BANK
By: ___________________________
Name:
Title:
First Union National Bank
Xxx Xxxxx Xxxxx Xxxxxx, XX-0
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Attn: Capital Markets Credit Administration
Facsimile: (000) 000-0000
Telephone: (000) 000-0000
[SIGNATURES CONTINUED ON THE FOLLOWING PAGE]
THE COLLATERAL CUSTODIAN: XXXXXX TRUST AND SAVINGS BANK
By: ___________________________
Name:
Title:
Xxxxxx Trust and Savings Bank
000 Xxxx Xxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Indenture Trust Administrator
Facsimile: (000) 000-0000
Telephone:(000) 000-0000
THE BACKUP SERVICER: XXXXXX TRUST AND SAVINGS BANK
By: ___________________________
Name:
Title:
Xxxxxx Trust and Savings Bank
000 Xxxx Xxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Indenture Trust Administrator
Facsimile: (000) 000-0000
Telephone:(000) 000-0000
[SIGNATURES CONTINUED ON THE FOLLOWING PAGE]
REQUIRED INVESTORS: FIRST UNION NATIONAL BANK
By: ___________________________
Name:
Title:
First Union National Bank
Xxx Xxxxx Xxxxx Xxxxxx, XX-0
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Attention: Capital Markets Credit Administration
Facsimile: (000) 000-0000
THE HEDGE COUNTERPARTY: FIRST UNION NATIONAL BANK
By: ___________________________
Name:
Title:
First Union National Bank
Xxx Xxxxx Xxxxx Xxxxxx, XX-0
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Attention: Capital Markets Credit Administration
Facsimile: (000) 000-0000
Telephone: (000) 000-0000
