AMENDMENT NO. 3 Dated as of October 24, 2002 To RECEIVABLES PURCHASE AGREEMENT Dated as of December 21, 1999

Exhibit 10.1

EXECUTION COPY

AMENDMENT NO. 3

Dated as of October 24, 2002

To

RECEIVABLES PURCHASE AGREEMENT

Dated as of December 21, 1999

THIS AMENDMENT NO. 3 (the “Amendment”) dated as of October 24, 2002 is entered into among:

(i) AILIC RECEIVABLES CORPORATION, a Delaware corporation (“Seller”),

(ii) AMERICAN INCOME LIFE INSURANCE COMPANY, an insurance company organized under the laws of Indiana (“AIL”), as the initial Servicer (the Servicer together with the Seller, the “Seller Parties” and each a “Seller Party”),

(iii) PREFERRED RECEIVABLES FUNDING CORPORATION, a Delaware corporation (“PREFCO”),

(iv) certain financial institutions parties hereto as the “Financial Institutions” (and, together with PREFCO, the “Purchasers”), and

(v) BANK ONE, NA (with headquarters in Chicago, Illinois), as agent for the Purchasers (the “Agent”).

PRELIMINARY STATEMENTS

A. Reference is made to that certain Receivables Purchase Agreement dated as of December 21, 1999 (as amended, restated, supplemented or otherwise modified since such date, the “Receivables Purchase Agreement”) among the Seller, AIL, PREFCO, certain financial institutions and the Agent. Unless defined elsewhere herein, capitalized terms used in this Agreement shall have the meanings assigned to such terms in the Receivables Purchase Agreement.

B. The parties thereto have agreed to amend the Receivables Purchase Agreement on the terms and conditions set forth herein.

NOW THEREFORE, in consideration of the premises set forth above and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Seller Parties, PREFCO, the Financial Institutions and the Agent hereby agree as follows:

SECTION 1. Amendments to the Receivables Purchase Agreement. The Receivables Purchase Agreement is, effective the date hereof and subject to the satisfaction of the conditions precedent set forth in Section 2 hereof, hereby amended to delete in its entirety the

definition of “Adjusted Liquidity Price” set forth in Exhibit I thereof and to substitute the following new definition therefore:

“Adjusted Liquidity Price” means, in determining the PREFCO Transfer Price for any Purchaser Interest, an amount equal to

RI x [(i) DC + (ii) NDR]

where:
RI		=		the undivided percentage interest evidence by such Purchaser Interest.
DC		=		the Deemed Collections.
NDR		=		the Outstanding Balance of all Receivables other than Charged-Off Receivables.

Each of the foregoing shall be determined from the most recent Monthly Report received from the Servicer.

SECTION 2. Conditions Precedent. This Amendment shall become effective and be deemed effective as of the date hereof upon receipt by the Agent of

(i) counterparts of this Amendment executed by each of the Seller Parties, the Purchasers and the Agent; and

(ii) a reaffirmation of guaranty executed by Torchmark, substantially in the form of Exhibit A hereto;

SECTION 3. Covenants, Representations and Warranties of the Seller Parties.

3.1 Upon effectiveness of this Amendment, each of the Seller Parties hereby reaffirms all covenants, representations and warranties made by it in the Receivables Purchase Agreement and agrees that all such covenants, representations and warranties shall be deemed to have been remade as of the effective date of this Amendment.

3.2 Each of the Seller Parties hereby represents and warrants to the Purchasers and the Agent that: (a) this Amendment has been duly authorized by proper corporate proceedings of each Seller Party and constitutes the legal, valid and binding obligation of such Person, enforceable against it in accordance with its terms, and (Bank) after giving effect to the amendment contained herein, no Amortization Event or Potential Amortization Event exists or will result from the execution of this Amendment.

SECTION 4. Reference to and Effect on the Receivables Purchase Agreement.

4.1 Upon the effectiveness of this Amendment, each reference in the Receivables Purchase Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import shall mean and be a reference to the Receivables Purchase Agreement, as amended hereby, and each reference to the Receivables Purchase Agreement in any and all other documents, instruments, agreements, notes, certificates and other writings of every kind and nature shall mean and be a reference to the Receivables Purchase Agreement as amended hereby.

4.2 Except as specifically amended above, the Receivables Purchase Agreement and all other documents, instruments and agreements executed and/or delivered in connection therewith shall remain in full force and effect and are hereby ratified and confirmed.

4.3 The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any Purchaser or the Agent under the Receivables Purchase Agreement or any other document, instrument or agreement executed in connection therewith, nor constitute a waiver of any provision contained therein, except as specifically set forth herein.

4.4 Each party hereto agrees and acknowledges that this Amendment constitutes a “Transaction Document” under and as defined in the Receivables Purchase Agreement.

SECTION 5. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF ILLINOIS.

SECTION 6. Execution in Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same instrument. Delivery of an executed counterpart of this Amendment by facsimile shall be deemed as effective as delivery of an originally executed counterpart. Any party delivering an executed counterpart of this Amendment by facsimile will also deliver an original executed counterpart, but the failure of any party to so deliver an original executed counterpart of this Amendment will not affect the validity or effectiveness of this Amendment.

SECTION 7. Successors and Assigns. This Amendment shall be binding upon each of the Seller Parties, the Purchasers and the Agent and their respective successors and assigns, and shall inure to the benefit of each of the Seller Parties, Purchasers and the Agent.

SECTION 8. Headings. Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized as of the date first above written.

AILIC RECEIVABLES CORPORATION
By:		/s/ Xxxxx X. Xxxxxx
Name:		Xxxxx X. Xxxxxx
Title:		Vice President and
		Corporate Controller
Address:		0000 Xxxxx Xxxxxxxxxxx Xx.
		XxXxxxxx, Xxxxx 00000
		Fax: 000-000-0000
Attention:		Xxxxx X. Xxxxxx
AMERICAN INCOME LIFE INSURANCE COMPANY
By:		/s/ Xxxx X. Xxxxx
Name:		Xxxx X. Xxxxx
Title:		Executive Vice President and Chief Administrative Officer
Address:		0000 Xxxxxx Xxxxx
		Xxxx, Xxxxx 00000
		Fax: 000-000-0000
Attention:		Xxxxxxx X. Xxxxx
		Vice President & Treasurer

PREFERRED RECEIVABLES FUNDING CORPORATION
By:		/s/ Xxxxx X. Xxxxxxxxx
Name:		Xxxxx X. Xxxxxxxxx
Title:		Authorized Signatory
Address:		c/o Bank One, NA, as Agent
		Asset Backed Finance
		Suite IL1-0079, 1-19
		1 Bank Xxx Xxxxx
		Xxxxxxx, Xxxxxxxx 00000-0000
		Fax: 000-000-0000
BANK ONE, NA, as a Financial Institution and as Agent
By:		/s/ Xxxxx X. Xxxxxxxxx
Name:		Xxxxx X. Xxxxxxxxx
Title:		Director, Capital Markets
Address:		Bank One, NA
		Asset Backed Finance
		Suite IL1-0079, 1-19
		1 Bank Xxx Xxxxx
		Xxxxxxx, Xxxxxxxx 00000-0000
		Fax: 000-000-0000

Exhibit A

to

Amendment No. 3

Dated as of October 24, 2002

FORM OF REAFFIRMATION OF PERFORMANCE GUARANTY

The undersigned, TORCHMARK CORPORATION (“Torchmark”), hereby:

(a) acknowledges, and consents to, the execution of that certain Amendment No. 3 dated as of October 24, 2002 to the Receivables Purchase Agreement dated as of December 21, 1999 (as amended, restated, supplemented or otherwise modified from time to time, the “Receivables Purchase Agreement”) among AILIC RECEIVABLES CORPORATION (“Seller”), AMERICAN INCOME LIFE INSURANCE COMPANY (“AIL”), as the initial Servicer, PREFERRED RECEIVABLES FUNDING CORPORATION (“PREFCO”), the financial institutions party thereto as “Financial Institutions” and BANK ONE, NA (with headquarters in Chicago, Illinois), as “Agent”;

(b) reaffirms all of its obligations under that certain Performance Guaranty (the “Performance Guaranty”) dated as of December 21, 1999 and amended and restated as of March 31, 2000 made by Torchmark in favor of the Agent; and

(c) acknowledges and agrees that such Performance Guaranty remains in full force and effect (including, without limitation, with respect to the “Guaranteed Obligations” and “Obligations” (each as defined in the Performance Guaranty) after giving effect to the Amendment Documents), and such Performance Guaranty is hereby ratified and confirmed.

Dated: October 24, 2002

TORCHMARK CORPORATION
By:		/s/ Xxxxx X. Xxxxxxxxx
Name:		Xxxxx X. Xxxxxxxxx
Title:		Executive Vice President and General Counsel