Exhibit 10(m)
AMENDMENT NO. 11
TO
RECEIVABLES PURCHASE AGREEMENT
THIS AMENDMENT NO. 11 TO RECEIVABLES PURCHASE AGREEMENT (the
"Amendment") dated as of April 27, 2000 is entered into by and among APR FUNDING
CORPORATION, a Delaware corporation ("Seller"), UNIVERSAL PREMIUM ACCEPTANCE
CORPORATION, a Missouri corporation, individually ("UPAC") and as Servicer (in
such capacity, the "Servicer"), TRANSFINANCIAL HOLDINGS, INC., a Delaware
corporation (the "Parent"), EAGLEFUNDING CAPITAL CORPORATION, a Delaware
corporation ("Purchaser"), and FLEET NATIONAL BANK, (as "Agent", as "Custodian"
and in its individual capacity). Capitalized terms used herein and not
otherwise defined herein shall have the meanings ascribed to such terms in
Appendix A to the "Agreement" (as defined below).
W I T N E S S E T H:
WHEREAS, the Seller, UPAC, the Servicer, the Parent, the Purchaser and
the Agent have entered into that certain Receivables Purchase Agreement dated as
of December 31, 1996 (as the same has been amended, restated, supplemented or
otherwise modified from time to time through the date hereof, the "Agreement";
the terms defined therein being used herein as therein defined unless otherwise
defined herein), pursuant to which, among other things, the Seller has agreed to
sell to the Purchaser, and the Purchaser has agreed to purchase from the Seller,
undivided percentage interests in the Seller's Receivables; and
WHEREAS, the parties hereto have agreed to modify certain terms and
provisions of the Agreement as set forth herein;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
SECTION 1. AMENDMENTS TO THE AGREEMENT. Effective as of the first
date on which each of the conditions set forth in Section 2 hereof shall have
been satisfied, the Agreement is amended as follows:
The definition of "Scheduled Termination Date" in Appendix A of the
Agreement is hereby amended to delete the date "May 14, 2000" and to substitute
therefor "August 13, 2000".
SECTION 2. CONDITIONS PRECEDENT. This Amendment shall become
effective upon the satisfaction of the following conditions precedent:
(a) The Agent shall have received:
(i) eight fully executed copies of (A) this Amendment, (B)
Amendment No. 9 to Liquidity Agreement of even date herewith among
EagleFunding Capital Corporation as "Borrower", Fleet and LaSalle Bank
National Association ("LaSalle") as "Liquidity Providers", Fleet as
"Liquidity Agent" and Bankers Trust Company as "Collateral Agent"
("Amendment No. 9 to Liquidity Agreement") and (C) the fee letter with
regard to the amendment fee to be paid to the Deal Agent on the date
hereof, in the form of Exhibit A attached hereto (the "Amendment Fee
Letter"); and
(ii) such other further documents and information as the Agent
shall reasonably request.
(b) No event or condition has occurred and is continuing, or would
result from the execution, delivery or performance of this Amendment, which
would constitute a Liquidation Event or Unmatured Liquidation Event, other
than as set forth in the Waiver to Receivables Puchase Agreement and
Liquidity Agreement dated as of the date hereof among EagleFunding, Fleet,
LaSalle, and the Parent;
(c) All of the fees and expenses referred to in Section 9 below, the
Initial Structuring Fee described in the Structuring Fee Letter, and any
other fees and expenses owing under Section 14.05 of the Agreement or any
other agreement between the parties thereto shall have been paid in full;
and
(d) The conditions precedent to the effectiveness of Amendment No. 9
to Liquidity Agreement shall have been fully satisfied.
SECTION 3. REPRESENTATIONS, WARRANTIES AND COVENANTS.
Upon the effectiveness of this Amendment, each of the Seller, UPAC,
the Servicer and the Parent, hereby remakes and reaffirms all covenants,
representations and warranties made by it (or deemed made by it) in the
Agreement, the Backup Servicing Agreement, the Custody Agreement and the Parent
Support Agreement (except, in each case, to the extent that such covenants,
representations or warranties expressly speak as to another date).
SECTION 4. CONSENT AND REAFFIRMATION. The Parent, by its execution
hereof, hereby (i) consents to the execution, delivery and performance of the
Amendment by all of the parties hereto and (ii) reaffirms all of its obligations
and liabilities under that certain Parent Support Agreement dated as of December
31, 1996 executed by the Parent in favor of the Seller and its successors and
assigns, which obligations and liabilities shall remain in full force and
effect.
SECTION 5. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AS DISTINGUISHED FROM THE
CONFLICT OF LAW PROVISIONS) OF THE STATE OF NEW YORK.
SECTION 6. SEVERABILITY. Each provision of this Amendment shall be
severable from every other provision of this Amendment for the purpose of
determining the legal enforceability of any provision hereof, and the
unenforceability of any provision hereof in one jurisdiction shall not have the
effect of rendering such provision or provisions unenforceable in any other
jurisdiction.
SECTION 7. REFERENCE TO AND EFFECT ON THE AGREEMENT. Upon the
effectiveness of this Amendment, each reference in the Agreement to "this
Agreement", "hereunder", "hereof", "herein" or words of like import shall mean
and be, and references to the Agreement in any other document, instrument or
agreement executed and/or delivered in connection with the Agreement shall mean
and be, a reference to the Agreement as previously amended and as amended
hereby. Except as otherwise amended by this Amendment, the Agreement as
previously amended shall continue in full force and effect and is hereby
ratified and confirmed.
SECTION 8. COUNTERPARTS. This Amendment may be executed in one or
more counterparts, each of which shall be deemed to be an original, but all of
which together shall constitute one and the same instrument.
SECTION 9. FEES AND EXPENSES. The Seller hereby confirms its
agreement to pay on demand all reasonable costs and expenses in connection with
the preparation, execution and delivery of this Amendment and any of the other
instruments, documents and agreements to be executed and/or delivered in
connection herewith, including, without limitation, the reasonable fees and out-
of-pocket expenses of counsel to the Agent with respect thereto.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
[Amendment No. 11 Signature Page]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed as of the date first above written.
APR FUNDING CORPORATION,
as Seller
By /s/ Randall D. Hickman
Title Vice President
UNIVERSAL PREMIUM ACCEPTANCE CORPORATION,
individually and
as initial Servicer
By /s/ Randall D. Hickman
Title Vice President
TRANSFINANCIAL HOLDINGS, INC., as Parent
By /s/ Timothy P. O'Neil
Title: President
EAGLEFUNDING CAPITAL CORPORATION,
as Purchaser
By: FleetBoston Robertson Stephens Inc., as its
attorney-in-fact
By /s/ Mark E. Gallivan
Title Director
FLEET NATIONAL BANK, as Agent
By /s/ Mark E. Gallivan
Title Director
[Amendment No. 11 Signature Page]
Acknowledged and agreed to
as of this 27th day of April, 2000 in
accordance with Section 5.03 of that
certain Liquidity Agreement dated as of
December 31, 1996, as amended, among the
Purchaser, the financial institutions from
time to time parties thereto as liquidity providers,
Fleet National Bank as liquidity agent, and
Bankers Trust Company, as collateral agent
FLEET NATIONAL BANK, as a Liquidity Provider
By /s/ Mark E. Gallivan
Title Director
LASALLE BANK NATIONAL ASSOCIATION, as a Liquidity Provider
By /s/ Julie Harris
Title Vice President
