AMENDMENT NO. 1 TO
RECEIVABLES PURCHASE AGREEMENT
THIS AMENDMENT NO. 1 TO RECEIVABLES PURCHASE AGREEMENT, dated as of
March 25, 1999 (the "Amendment"), is entered into by and among FIDELITY LEASING
SPC I, INC., as Seller, FIDELITY LEASING, INC., as Sevicer, certain Investors,
VARIABLE FUNDING CAPITAL CORPORATION ("VFCC"), as a Purchaser, FIRST UNION
CAPITAL MARKETS CORP. (formerly known as First Union Capital Markets, a division
of Wheat First Securities, Inc.), as Deal Agent, FIRST UNION NATIONAL BANK
("First Union"), as Liquidity Agent and XXXXXX TRUST AND SAVINGS BANK, as the
Collateral Custodian and the Backup Servicer. Capitalized terms used and not
otherwise defined herein are used as defined in the Agreement (as defined
below).
WHEREAS, the parties hereto enter into that certain Receivables
Purchase Agreement, dated as of June 24, 1998 (the "Agreement"); and
WHEREAS, the parties hereto desire to amend the Agreement in certain
respects as provided herein;
NOW, THEREFORE, in consideration of the premises and the other mutual
covenants herein, the parties hereto agree as follows:
SECTION 1. Amendments.
(a) The definition of "Purchase Limit" in Section 1.1 of the Agreement
is hereby amended and restated in its entirety as follows:
Purchase Limit: At any time, $125,000,000, on or after the
Termination Date, the "Purchase Limit" shall mean the
aggregate outstanding Capital."
(b) The Commitment of First Union National Bank set forth on the
signature page is hereby amended and restated to be "$125,000,000."
SECTION 2. Agreement in Full Force and Effect as Amended. Except as
specifically amended hereby, the Agreement shall remain in full force and
effect. All references to the Agreement shall be deemed to mean the Agreement as
modified hereby. This Amendment shall not constitute a novation of the
Agreement, but shall constitute an amendment thereof. The parties hereto agree
to be bound by the terms and conditions of the Agreement, as amended by this
Amendment, as though such terms and conditions were set forth herein.
XXXXXX 0. Miscellaneous.
(a) This Amendment may be executed in any number of counterparts, and
by the different parties hereto on the same or separate counterparts, each of
which shall be deemed to be an original instrument but all of which together
shall constitute one and the same agreement.
(b) The descriptive headings of the various sections of this Amendment
are inserted for convenience of reference only and shall not be deemed to affect
the meaning or construction of any of the provisions hereof.
(c) This Amendment may not be amended or otherwise modified except as
provided in the Agreement.
(d) First Union certifies by execution hereof that it is an Investor
with Commitments in excess of 66 2/3% of the Purchase Limit, and therefore is a
Required Investor pursuant to the Agreement.
(e) THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO ITS CONFLICT OF LAWS
PROVISIONS.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the parties have caused this Amendment to be
executed by their respective officers thereunto duly authorized, as of the date
first above written.
THE SELLER: FIDELITY LEASING SPC I, INC.
By:
-------------------------------------
Title:
THE SERVICER: FIDELITY LEASING, INC.
By:
-------------------------------------
Title:
FIDELITY LEASING, INC.: FIDELITY LEASING, INC.
By:
-------------------------------------
Title:
[SIGNATURES CONTINUED ON THE FOLLOWING PAGE]
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VFCC: VARIABLE FUNDING CAPITAL CORPORATION
By: First Union Capital Markets Corp., as
attorney-in-fact
By:
-------------------------------------
Title:
Variable Funding Capital Corporation
c/o First Union Capital Markets Corp.
Xxx Xxxxx Xxxxx Xxxxxx, XX-0
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000-0000
Attn: Conduit Administration
Facsimile: (000) 000-0000
Telephone: (000) 000-0000
THE DEAL AGENT: FIRST UNION CAPITAL MARKETS CORP.
By:
-------------------------------------
Title:
First Union Capital Market Corp.
Xxx Xxxxx Xxxxx Xxxxxx, XX-0
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Attn: Conduit Administration
Facsimile: (000) 000-0000
Telephone: (000) 000-0000
[SIGNATURES CONTINUED ON THE FOLLOWING PAGE]
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VFCC: VARIABLE FUNDING CAPITAL CORPORATION
By: First Union Capital Markets Corp.,
as attorney-in-fact
By:
-------------------------------------
Title:
Variable Funding Capital Corporation
c/o First Union Capital Markets Corp.
Xxx Xxxxx Xxxxx Xxxxxx, XX-0
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000-0000
Attn: Conduit Administration
Facsimile: (000) 000-0000
Telephone: (000) 000-0000
THE DEAL AGENT: FIRST UNION CAPITAL MARKETS CORP.
By:
-------------------------------------
Title:
First Union Capital Market Corp.
Xxx Xxxxx Xxxxx Xxxxxx, XX-0
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Attn: Conduit Administration
Facsimile: (000) 000-0000
Telephone: (000) 000-0000
[SIGNATURES CONTINUED ON THE FOLLOWING PAGE]
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THE DOCUMENTATION AGENT: FIRST UNION CAPITAL MARKETS CORP.
By:
-------------------------------------
Title:
First Union Capital Market Corp.
Xxx Xxxxx Xxxxx Xxxxxx, XX-0
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Attn: Conduit Administration
Facsimile: (000) 000-0000
Telephone: (000) 000-0000
THE LIQUIDITY AGENT: FIRST UNION NATIONAL BANK
By:
-------------------------------------
Title:
First Union National Bank
Xxx Xxxxx Xxxxx Xxxxxx, XX-0
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Attn: Capital Markets Credit
Administration
Facsimile: (000) 000-0000
Telephone: (000) 000-0000
[SIGNATURES CONTINUED ON THE FOLLOWING PAGE]
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THE COLLATERAL CUSTODIAN: XXXXXX TRUST AND SAVINGS BANK
By:
-------------------------------------
Title:
Xxxxxx Trust and Savings Bank
000 Xxxx Xxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Indenture Trust Administrator
Facsimile: (000) 000-0000
Telephone: (000) 000-0000
THE BACKUP SERVICER: XXXXXX TRUST AND SAVINGS BANK
By:
-------------------------------------
Title:
Xxxxxx Trust and Savings Bank
000 Xxxx Xxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Indenture Trust Administrator
Facsimile: (000) 000-0000
Telephone: (000) 000-0000
[SIGNATURES CONTINUED ON THE FOLLOWING PAGE]
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REQUIRED INVESTORS: FIRST UNION NATIONAL BANK
By:
-------------------------------------
Title:
First Union National Bank
Xxx Xxxxx Xxxxx Xxxxxx, XX-0
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Attn: Capital Markets Credit
Administration
Facsimile: (000) 000-0000
THE HEDGE COUNTERPARTY: FIRST UNION NATIONAL BANK
By:
-------------------------------------
Title:
First Union National Bank
Xxx Xxxxx Xxxxx Xxxxxx, XX-0
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Attn: Capital Markets Credit
Administration
Facsimile: (000) 000-0000
Telephone: (000) 000-0000
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