FIRST AMENDMENT TO
CERTIFICATE PURCHASE AGREEMENT
(Series 1996-1, Class A)
This First Amendment to the Certificate Purchase Agreement (Series
1996-1, Class A) (this "Amendment") dated as of December 1, 1996, is made
among INTER-CITY PRODUCTS RECEIVABLES COMPANY, L.P., a Tennessee limited
partnership ("Transferor"), INTER-CITY PRODUCTS CORPORATION (USA), a
Delaware corporation ("ICP", "Servicer" or "Initial Servicer"), Anagram
Funding Corp. ("Anagram" and together with its permitted assigns, the
"Purchaser(s)"), and THE CHICAGO CORPORATION, a Delaware corporation, as
agent for the Purchaser(s) (in that capacity, together with any successors
in that capacity, "Agent").
REFERENCE IS MADE to a Certificate Purchase Agreement (Series
1996-1, Class A) (the "1996-1 Class A Certificate Purchase Agreement"),
among Transferor, Initial Servicer, Anagram and Agent . Capitalized terms
used and not otherwise defined herein shall have the meanings set forth in
the 1996-1 Class A Certificate Purchase Agreement.
WHEREAS, Section 10.1 of the 1996-1 Class A Certificate Purchase
Agreement provides that the 1996-1 Class A Certificate Purchase Agreement
may be amended by Transferor, ICP and Initial Servicer if such amendment is
consented to in writing by the Required Purchasers.
WHEREAS, pursuant to Section 9.9 of the 1996-1 Class A Certificate
Purchase Agreement, Anagram constitutes the Required Purchasers.
WHEREAS, the parties hereto wish to amend the 1996-1 Class A
Certificate Purchase Agreement.
NOW, THEREFORE, it is hereby agreed that:
1.Section 4.2(a) of the 1996-1 Class A Certificate Purchase
Agreement is hereby amended as follows:
The reference to "0.55%" is hereby deleted and replaced with
"0.65%".
2.The terms of the 1996-1 Class A Certificate Purchase Agreement
shall continue in full force and effect as amended and modified by this
Amendment.
3.This Amendment may be executed in several counterparts, and all
so executed shall constitute one and the same Amendment.
* * * * *
IN WITNESS WHEREOF, the parties hereto have caused his Amendment
to be executed on their behalf by their officers duly authorized thereunto,
as of the day and year first above written.
INTER-CITY PRODUCTS RECEIVABLES
COMPANY, L.P., as Transferor
By: _________________________
Name:
Title:
INTER-CITY PRODUCTS CORPORATION
(USA), as Initial Servicer
By: __________________________
Name:
Title:
ANAGRAM FUNDING CORP., as Purchaser
and the Required Purchasers
By: _________________________
Name:
Title:
THE CHICAGO CORPORATION, as
Agent
By: _________________________
Name:
Title:
