Exhibit 10(k)
ExecutionVersion
AMENDMENT NO. 9
TO
RECEIVABLES PURCHASE AGREEMENT
THIS AMENDMENT NO. 9 TO RECEIVABLES PURCHASE AGREEMENT (the
"Amendment") dated as of December 22, 1999 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 BANKBOSTON, N.A., (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 "January 15, 2000" and to
substitute therefor "March 15, 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. 7 to Liquidity Agreement of even date herewith among
EagleFunding Capital Corporation as "Borrower", BKB and LaSalle Bank
National Association as "Liquidity Providers", BKB as "Liquidity
Agent" and Bankers Trust Company as "Collateral Agent" ("Amendment No.
7 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;
(c) The Purchaser shall have obtained confirmation from each of the
three rating agencies rating the Commercial Paper Notes that the amendments
herein and the amendments to the Liquidity Agreement of even date herewith
will not result in a withdrawal or reduction of the ratings of the
Commercial Paper Notes;
(d) All of the fees and expenses referred to in Section 9 below, the
Amendment Fee described in the Amendment 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
(e) The conditions precedent to the effectiveness of Amendment No. 7
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. 9 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/ Kurt Huffman
Title President
UNIVERSAL PREMIUM ACCEPTANCE CORPORATION,
individually and
as initial Servicer
By /s/ Kurt Huffman
Title President
TRANSFINANCIAL HOLDINGS, INC., as Parent
By /s/ Timothy P. O'Neil
Title: President
EAGLEFUNDING CAPITAL CORPORATION,
as Purchaser
By: BANKBOSTON, N.A., as its attorney-in-fact
By /s/ Mark E. Gallivan
Title Director
BANKBOSTON, N.A., as Agent
By /s/ Mark E. Gallivan
Title Director
[Amendment No. 9 Signature Page]
Acknowledged and agreed to
as of this 22nd day of December, 1999 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,
BankBoston, N.A. as liquidity agent, and
Bankers Trust Company, as collateral agent
BANKBOSTON, N.A., 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
