FIFTH AMENDMENT TO THE
RECEIVABLES PURCHASE AGREEMENT
AMENDMENT NO. 5 (the "Amendment"), dated as of November 29, 1999, to the
Receivables Purchase Agreement, dated as of September 30, 1998, and as amended,
among AMERICAN BUSINESS LEASE FUNDING CORPORATION, as the seller, AMERICAN
BUSINESS LEASING, INC., as the Servicer, the INVESTORS named therein, VARIABLE
FUNDING CAPITAL CORPORATION, as a Purchaser, FIRST UNION SECURITIES, INC. (f/k/a
First Union Capital Markets, a division of Wheat First Securities, Inc.), as
deal agent, FIRST UNION NATIONAL BANK, as liquidity agent and NORWEST BANK
MINNESOTA, NATIONAL ASSOCIATION, as the Collateral Custodian and Backup Servicer
(as amended, modified or supplemented from time to time, the "Receivables
Purchase Agreement"). Capitalized terms used and not defined herein shall have
the same meanings as defined in the Receivables Purchase Agreement.
RECITALS
The parties listed on the signature pages hereto desire to amend the
Receivables Purchase Agreement to the extent set forth herein, and are willing
to do so subject to the terms and conditions set forth herein.
Accordingly, in consideration of the covenants, conditions and
agreements hereinafter set forth, and for other good and valuable
considerations, the receipt and adequacy of which are hereby acknowledged, the
parties hereto agree to amend the Receivables Purchase Agreement as follows:
1. The definition of "Commitment Termination Date" in Section 1.1 of
the Receivables Purchase Agreement is hereby amended in its entirety to read as
follows:
Commitment Termination Date: December 14, 1999.
2. The Seller hereby certifies that each of the representations and
warranties set forth in Article IV of the Receivables Purchase Agreement are
true and correct on the date hereof, as if each such representation and warranty
was made on the date hereof.
3. This Amendment may be executed in any number of counterparts, each
of which shall be an original and all of which shall constitute one document. It
shall not be necessary in making proof of this Amendment to produce or account
for more than one counterpart signed by the party to be charged. Delivery of an
executed counterpart of a signature page to this letter agreement by facsimile
shall be effective as delivery of a manually executed counterpart of this letter
agreement.
4. This Amendment shall be governed by and construed in accordance with
the laws of the State of New York.
5. Except as amended hereby, the Receivables Purchase Agreement shall
in all other respects remain in full force and effect.
[REMAINDER OF THE PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their respective officers thereunto duly authorized, as of the date
first above written.
THE SELLER: AMERICAN BUSINESS LEASE FUNDING CORPORATION
By _________________________________________
Title:
THE SERVICER: AMERICAN BUSINESS LEASING, INC.
By _________________________________________
Title:
THE INVESTORS: FIRST UNION NATIONAL BANK
By _________________________________________
Title:
Commitment: $25,000,000
First Union National Bank
0000 Xxxxxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
Attention: Xxxxx Xxxxx
Facsimile No.: (000) 000-0000
Confirmation No: (000) 000-0000
3
VFCC: VARIABLE FUNDING CAPITAL
CORPORATION
By First Union Securities, Inc.,
as attorney-in-fact
By _________________________________________
Title:
Variable Funding Capital Corporation
c/o First Union Securities, Inc.
One First Xxxxx Xxxxxx, XX-0
Attention: Conduit Administration
Facsimile No.: (000) 000-0000
Confirmation No.: (000) 000-0000
THE DEAL AGENT: FIRST UNION SECURITIES, INC.
By _________________________________________
Title:
First Union Securities, Inc.
Xxx Xxxxx Xxxxx Xxxxxx, XX-0
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Attention: Conduit Administration
Facsimile No.: (000) 000-0000
Telephone No.: (000) 000-0000
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THE LIQUIDITY AGENT: FIRST UNION NATIONAL BANK
By _________________________________________
Title:
First Union National Bank
0000 Xxxxxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
Attention: Xxxxx Xxxxx
Facsimile No.: (000) 000-0000
Confirmation No: (000) 000-0000
THE COLLATERAL CUSTODIAN: NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION,
as Collateral Custodian
By _________________________________________
Title:
Norwest Bank Minnesota, National Association
Xxxxx Xxxxxx xxx Xxxxxxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000-0000
Attention: Custody Vault
Facsimile No.: (000) 000-0000
Confirmation No.: (000) 000-0000
THE BACKUP SERVICER: NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION,
as Backup Servicer
By _________________________________________
Title:
Norwest Bank Minnesota, National Association
Xxxxx Xxxxxx xxx Xxxxxxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000-0000
Attention: Corporate Trust Services
Asset-Backed Administration
Facsimile No.: (000) 000-0000
Confirmation No.: (000) 000-0000
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AMERICAN BUSINESS LEASING: AMERICAN BUSINESS LEASING
By _________________________________________
Title:
FEDERAL LEASING CORP.: FEDERAL LEASING CORP.
By _________________________________________
Title:
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