EXHIBIT 10.45
THIRD AMENDMENT
TO
AMENDED AND RESTATED
MASTER SALE OF CHATTEL PAPER
AND SECURITY AGREEMENT
THIRD AMENDMENT (this "Third Amendment") dated as of January ___, 1998, to
the AMENDED AND RESTATED MASTER SALE OF CHATTEL PAPER AND SECURITY AGREEMENT
(the "Original Agreement") dated as of March 21, 1996, as amended prior to the
date hereof, among EUROPEAN AMERICAN BANK ("Buyer"), BANKVEST CAPITAL CORP.
("BankVest"), and LEASEVEST CAPITAL CORP. ("LeaseVest"), jointly and severally
("BankVest" and "LeaseVest" each a "Seller" and, collectively, the "Sellers"),
each a Massachusetts corporation with its principal place of business at 000
Xxxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxxxxxxx, 00000.
RECITALS
The Buyer and the Seller desire to amend the Original Agreement on the
terms set forth herein.
Accordingly, the Seller and the Buyer hereby agree as follows:
1. Amendments. The Original Agreement is hereby amended as follows:
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(a) The date "November 30, 1997" in Section 2(a) is hereby deleted,
and the date "November 30, 1998" is substituted in place thereof.
(b) For purposes of Section 13(c), Seller's principal place of
business is, effective as of January 19, 1998, located at 000 Xxxxxxxxx Xxxx,
Xxxxxxxx, Xxxxxxxxxxxxx, 00000.
2. Miscellaneous. (a) Except as expressly modified hereby, the Original
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Agreement shall remain in full force and effect and the terms thereof are
ratified and confirmed.
(B) THIS THIRD AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
(c) This Third Amendment may be executed in two or more counterparts,
each of which shall be deemed an original but all of which taken together shall
constitute one and the same agreement.
IN WITNESS WHEREOF the parties have executed this Third Amendment as of the
date first above written.
EUROPEAN AMERICAN BANK
By:________________________
Title:
BANKVEST CAPITAL CORP.
By:________________________
Title:
LEASEVEST CAPITAL CORP.
By:________________________
Title:
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