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EXHIBIT 10.3
AMENDMENT NO. 1
to
LIQUIDITY AGREEMENT
Dated as of June 27, 1997
THIS AMENDMENT NO. 1 ("Amendment") dated as of April 30, 1998, is
entered into among EAGLEFUNDING CAPITAL CORPORATION (as Borrower), BANKBOSTON,
N.A. ("BKB") (as a Liquidity Provider), BKB (as Liquidity Agent) and BANKERS
TRUST COMPANY (as Collateral Agent). Capitalized terms used herein without
definition shall have the meanings ascribed to such terms in the "Agreement"
referred to below.
PRELIMINARY STATEMENTS. Each of the Borrower, the Liquidity
Providers, the Liquidity Agent and the Collateral Agent are parties to that
certain Liquidity Agreement dated as of June 27, 1997 (the "Agreement").
Each of the parties hereto has consented to the proposed
amendment to the Agreement, as hereinafter set forth.
SECTION 1. AMENDMENT TO THE AGREEMENT. The Agreement is,
effective as of the date first written above and subject to the satisfaction of
the condition precedent set forth in Section 2 hereof, hereby amended to
(i) increase the Liquidity Commitment of BKB from $102,000,000
to $153,000,000, and
(ii) delete the reference in the definition of the term
"Scheduled Liquidity Commitment Termination Date" appearing in Section
1.01 thereof to "June 29, 1998", and to replace the same with a
reference to "April 4, 1999".
SECTION 2. CONDITION PRECEDENT. This Amendment shall become
effective as of April 30, 1998, upon receipt by the Liquidity Agent or its
counsel of counterpart signature pages of this Amendment, executed by each of
the parties hereto.
SECTION 3. COVENANTS, REPRESENTATIONS AND WARRANTIES OF THE
BORROWER.
(a) Upon the effectiveness of this Amendment, the Borrower hereby
(i) reaffirms all covenants, representations and warranties made by it in the
Agreement to the extent the same are not amended hereby, (ii) agrees that all
such covenants, representations and warranties shall be deemed to have been
re-made as of the effective date of this Amendment, and (iii) represents and
warrants that no Event of Default, or event which with the giving of notice or
the passage of time or both would constitute an Event of Default, is in effect
or is continuing.
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(b) The Borrower hereby represents and warrants that this
Amendment constitutes its legal, valid and binding obligation, enforceable
against it in accordance with its terms.
SECTION 4. REFERENCE TO AND EFFECT ON THE FACILITY DOCUMENTS.
(a) Upon the effectiveness of this Amendment, (i) each reference
in the Agreement to "this Agreement", "hereunder", "hereof", "herein" or words
of like import shall mean and be a reference to the Agreement, as amended
hereby, and (ii) each reference to the Agreement in any other Facility Document,
or any other document, instrument or agreement executed and/or delivered in
connection therewith, shall mean and be a reference to the Agreement as amended
hereby.
(b) Except as specifically amended above, the terms and
conditions of the Agreement, of all other Facility Documents and of any 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.
(c) The execution, delivery and effectiveness of this Amendment
shall not operate as a waiver of any right, power or remedy of the Liquidity
Providers, the Liquidity Agent or the Collateral Agent under the Agreement or
any other Facility Document or any other document, instrument or agreement
executed in connection therewith, nor constitute a waiver of any provision
contained therein, in each case except as specifically set forth herein.
SECTION 5. 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.
SECTION 6. GOVERNING LAW. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York.
SECTION 7. 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.
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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.
THE BORROWER
EAGLEFUNDING CAPITAL CORPORATION
By: BancBoston Securities Inc.,
as its attorney-in-fact
By: /S/ Xxxxxxxx X. Xxxxxxx
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Title: Managing Director
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THE LIQUIDITY AGENT
BANKBOSTON, N.A.
By: /s/ Xxx X. Xxxxxxx
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Title: Director
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THE COLLATERAL AGENT
BANKERS TRUST COMPANY
By: /s/ Xxxxx Xxxxxxx
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Title: Assistant Treasurer
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LIQUIDITY PROVIDER
BANKBOSTON, N.A.
By: /s/ Xxx X. Xxxxxxx
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Title: Director
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