February 18, 2000
EXHIBIT (10)(b)(3)
Enterprise Funding Corporation
c/o Global Securitization Services, LLC
000 Xxxx 00xx Xxxxxx, Xxxxx 0000
Xxx Xxxx, XX 00000
Attention: Xxxxx X. Xxxxx
Bank of America, X.X
Xxxx xx Xxxxxxx Xxxxxxxxx Xxxxxx - 00xx Xxxxx
Xxxxxxxxx, XX 00000
Attention: Xxxxxxxx X. Xxxxx
Dear Xx. Xxxxx and Xx. Xxxxx:
We refer to the Transfer and Administration Agreement, dated as of January 24,
1996 among Enterprise Funding Corporation, K2 Funding, Inc., as Transferor, K2
Inc., as Master Servicer and Bank of America, N.A., as successor by merger to
NationsBank, N.A., as amended (the "Agreement").
The undersigned hereby desire to amend the Agreement to extend the date referred
to in clause (v) of the definition of "Termination Date" in the Agreement to
March 31, 2000, subject to the execution of the Amended and Restated Fee Letter
dated February 18, 2000.
Each of the undersigned hereby represents and warrants to you that its
representations and warranties set forth in the Agreement are true and correct
as of the date hereof (except those representations and warranties set forth
therein which specifically relate to an earlier date) and that no Termination
Event exists on and as of the date hereof.
All other terms and conditions of the Agreement not amended by this letter
agreement shall remain unchanged and in full force and effect.
This letter agreement may be executed in counterparts, all of which taken
together shall constitute one and the same agreement.
This letter agreement contains the final and complete integration of all prior
expressions by the parties hereto with respect to the subject matter hereof and
shall constitute the entire agreement among the parties hereto with respect to
the subject matter hereof superseding all prior oral or written understandings.
Any provisions of this letter agreement may be amended if, but only if, such
amendment is in writing and is signed by each of the parties hereto.
This letter agreement shall be governed by and construed in accordance with, the
internal laws (as opposed to conflicts of law provisions) of the State of New
York.
If you are in agreement with the above, kindly sign below and return a copy of
this letter to the undersigned.
K2 INC.
as Master Servicer
By:
-------------------------------
Name:
Title:
K2 FUNDING, INC.
as Transferor
By:
-------------------------------
Name:
Title:
Accepted as of the date first above written:
ENTERPRISE FUNDING CORPORATION,
as the Company
By:
---------------------------------
Name:
Title:
BANK OF AMERICA, N.A.,
as Administrative Agent
By:
---------------------------------
Name:
Title:
