Exhibit 2.1(c) EXECUTION COPY
FIRST AMENDMENT
TO
RECEIVABLES PURCHASE AGREEMENT
THIS FIRST AMENDMENT dated as of March 24, 1998 (this
"Amendment") to the Receivables Purchase Agreement, dated as of March 25, 1997
(the "Receivables Purchase Agreement"), by and among CONE RECEIVABLES LLC, a
Delaware limited liability company, as seller (the "Seller"), CONE XXXXX
CORPORATION, a North Carolina corporation, as servicer (the "Servicer") and in
its individual capacity, and DELAWARE FUNDING 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 of (i) Xxxxx 00,
0000 (xx) 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.
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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 24, 1998"
and inserting in its place "March 23, 1999".
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 Servicer 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/ Xxxx X. Xxxxxx
Name: Xxxx X. Xxxxxx
Title: Vice President
CONE XXXXX CORPORATION
By: /s/ Xxxxxxx X. Xxxx
Name: Xxxxxxx X. Xxxx
Title: Chief Financial Officer
and Vice President
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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