Exhibit 10.1
AMENDMENT #3 TO AMENDED AND RESTATED MOTOR VEHICLE
INSTALLMENT CONTRACT
LOAN AND SECURITY AGREEMENT
This AMENDMENT NO. 3 (this "Amendment") dated as of October 22, 1998
is made by and between THE FINANCE COMPANY, a Virginia corporation ("Borrower")
and GENERAL ELECTRIC CAPITAL CORPORATION, a New York corporation ("Lender").
RECITALS
A. Borrower and Lender are parties to an Amended and Restated Motor
Vehicle Installment Contract Loan and Security Agreement dated December 20,
1996, as amended by Amendment No. 1 thereto dated April 4, 1997 and Amendment
No. 2 thereto dated February 1, 1998 (collectively, the "Agreement"), which
Agreement restated and amended that certain Loan and Security Agreement, dated
September 24, 1992, as amended.
B. Borrower has requested that Lender increase the Available Line and
Lender has agreed to increase in consideration for, and pursuant to the terms
of, this Amendment No. 3.
C. It is the intent of Borrower and Lender that the execution and
delivery of this Amendment shall not effect a novation of the indebtedness
outstanding under the Agreement, and, except as expressly modified by this
Amendment, the Agreement shall continue, unchanged, in full force and effect.
In consideration of the mutual covenants and agreements contained
herein, and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged by each of the parties hereto, Borrower and
Lender agree as follows:
1. Defined Terms. Unless otherwise specified herein, all capitalized
terms used in this Amendment shall have the same meaning given to such term(s)
in the Agreement.
2. Amendments to Agreement. Effective as of the date hereof, the
Agreement is hereby amended as follows:
(a) Available Line: The definition of "Available Line" set forth in
Section 16.0 of the Agreement is hereby amended in its entirety to read as
follows:
"Available Line: One Hundred and Fifteen Million Dollars ($115,000,000)"
3. Line Fee. At the time of signing this Amendment, Borrower shall pay
to Lender $20,000, which is the Line Fee applicable to the increase in the
Available Line.
4. Incorporation of Amendment. The parties acknowledge and agree that
this Amendment is incorporated into and made a part of the Agreement, the
terms and provisions of which, unless expressly modified herein, or unless no
longer applicable by their terms, are hereby affirmed and ratified and remain
in full force and effect. To the extent that any term or provision of this
Amendment is or may be deemed expressly inconsistent with any term or
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provision of the Agreement, the terms and provisions of this Amendment shall
control. Each reference to the Agreement shall be a reference to the Agreement
as amended by this Amendment. Nothing contained herein is intended, nor shall
be construed to be a novation or an accord and satisfaction of the outstanding
Note or any of Borrower's obligations to Lender. This Amendment, taken together
with the unamended provisions of the Agreement which are affirmed and ratified
by Borrower, contains the entire agreement among the parties regarding the
transactions described herein and supersedes all prior agreements, written or
oral, with respect thereto. Nothing contained herein is intended, nor shall be
construed to be a novation or an accord and satisfaction of Borrower's
obligations to Lender.
5. Borrower Remains Liable. Borrower hereby confirms that the
Agreement and each document executed by Borrower in connection therewith
continue unimpaired and in full force and effect and shall cover and secure all
of Borrower's existing and future obligations to Lender.
6. Headings. The paragraph headings contained in this Amendment are for
convenience of reference only and shall not be considered a part of this
Amendment in any respect.
7. Governing Law. This Amendment shall be governed by and construed in
accordance with the laws of the State of Illinois. Nothing herein shall preclude
Lender from bringing suit or taking other legal action in any jurisdiction.
8. 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 one and the
same instrument.
IN WITNESS WHEREOF, the undersigned have entered into this Amendment
as of October 22, 1998.
GENERAL ELECTRIC CAPITAL CORPORATION
By: /s/ W. Xxxxxx XxXxxxxxx
---------------------------
Title: Director Portfolio Control
THE FINANCE COMPANY
By: /s/ Xxxxx X. Xxxxxx
-------------------------
Title: Chief Financial Officer
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