Exhibit 10.1
[Execution Version]
AMENDMENT NO. 8
TO
RECEIVABLES PURCHASE AGREEMENT
THIS AMENDMENT NO. 8 TO RECEIVABLES PURCHASE AGREEMENT (the "Amendment") dated
October 8, 1999 is entered into by and among APR FUNDING CORPORATION, a
are corporation ("Seller"), UNIVERSAL PREMIUM ACCEPTANCE CORPORATION, a Missouri
ration, individually ("UPAC") and as Servicer (in such capacity, the
icer"), TRANSFINANCIAL HOLDINGS, INC., a Delaware corporation (the "Parent"),
FUNDING CAPITAL CORPORATION, a Delaware corporation ("Purchaser"), and
OSTON, N.A., (as "Agent" or "Custodian", and in its individual capacity).
alized terms used herein and not otherwise defined herein shall have the
ngs ascribed to such terms in Appendix A to the "Agreement" (as defined below).
W I T NE S S E T H:
WHEREAS, the Seller, UPAC, the Servicer, the Parent, the Purchaser and the Agent
entered into that certain Receivables Purchase Agreement dated as of December
996 (as the same has been amended, restated, supplemented or otherwise modified
time to time through the date hereof, the "Agreement"; the terms defined therein
used herein as therein defined unless otherwise defined herein), pursuant to
, among other things, the Seller has agreed to sell to the Purchaser, and the
aser has agreed to purchase from the Seller, undivided percentage interests in
eller's Receivables; and
WHEREAS, the parties hereto have agreed to modify certain terms and provisions
e Agreement as set forth herein;
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
ich are hereby acknowledged, the parties hereto agree as follows:
SECTION 1. AMENDMENTS TO THE AGREEMENT. Effective as of the first date on which
of the conditions set forth in Section 2 hereof shall have been satisfied, the
ment is amended as follows:
(a) Section 1.01 of the Agreement is hereby amended to delete the amount
000,000" and to substitute therefor "$70,000,000".
(b) The definition of "Scheduled Termination Date" in Appendix A of the
ment is hereby amended to delete the date "December 30, 2001" and to substitute
for "January 15, 2000".
SECTION 2. CONDITIONS PRECEDENT. This Amendment shall become effective upon the
faction of the following conditions precedent:
(a) The Agent shall have received:
(i) eight fully executed copies of (A) this Amendment, (B) Amendment No. 6
quidity Agreement of even
herewith among EagleFunding Capital Corporation as "Borrower", BKB and
le Bank National Association. as "Liquidity Providers", BKB as "Liquidity Agent"
Bankers Trust Company as "Collateral Agent" ("Amendment No. 6 to Liquidity
ment"), (C) the fee letter
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 (D) the
nment and Acceptance of
date herewith between Harris Trust and Savings Bank and LaSalle Bank National
iation (the "Assignment");and
(ii) such other further documents and information as the Agent shall
nably request.
(b) No event or condition has occurred and is continuing, or would result from
xecution, delivery or performance of this Amendment, which would constitute a
dation Event or Unmatured Liquidation Event;
(c) The Purchaser shall have obtained confirmation from each of the three
g agencies rating the Commercial Paper Notes that the amendments herein and the
ments to the Liquidity Agreement of even date herewith will not result in a
rawal 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
escribed in the Amendment Fee Letter, and any other fees and expenses owing
Section 14.05 of the Agreement or any other agreement between the parties
to shall have been paid in full;
(e) The conditions precedent to the effectiveness of Amendment No. 6 to
dity Agreement shall have been fully satisfied; and
(f) The conditions precedent to the effectiveness of the Assignment and
tance shall have been fully satisfied.
SECTION 3. REPRESENTATIONS. WARRANTIES AND COVENANTS,
Upon the effectiveness of this Amendment, each of the Seller, UPAC, the Servicer
he Parent, hereby remakes and reaffirms all covenants, representations and
nties made by it (or deemed made by it) in the Agreement, the Backup Servicing
ment, the Custody Agreement and the Parent Support Agreement (except, in each
to the extent that such covenants, representations or warranties expressly
as to another date).
SECTION 4. CONSENT AND REAFFIRMATION. The Parent, by its execution hereof hereby
onsents to the execution, delivery and performance of the Amendment by all of
arties hereto and (ii) reaffirms all of its obligations and liabilities under
certain Parent Support Agreement dated as of December 31, 1996 executed by the
t in favor of the Seller and its successors and assigns, which obligations and
lities shall remain in full force and effect.
SECTION 5. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN
DANCE WITH THE INTERNAL LAWS (AS DISTINGUISHED FROM THE CONFLICT OF LAW
SIONS) OF THE STATE OF NEW YORK.
ON 6. SEVERABILITY. Each provision of this Amendment shall be severable from
other provision of this Amendment for the purpose of determining the legal
ceability of any provision hereof, and the unenforceability of any provision
f in one jurisdiction shall not have the effect of rendering such provision or
sions unenforceable in any other jurisdiction.
SECTION 7. REFERENCE TO AND EFFECT ON THE AGREEMENT. Upon the effectiveness of
Amendment, each reference in the Agreement to "this Agreement", "hereunder",
of', "herein" or words of like import shall mean and be, and references to the
ment in any other document, instrument or agreement executed and/or delivered in
ction with the Agreement shall mean and be, a reference to the Agreement as
ously amended and as amended hereby. Except as otherwise amended by this
ment, the Agreement as previously amended shall continue in full force and
t and is hereby ratified and confirmed.
SECTION 8. COUNTERPARTS. This Amendment maybe executed in one or more
erparts, each of which shall be deemed to be an original, but all of which
her shall constitute one and the same instrument.
SECTION 9. FEES AND EXPENSES. The Seller hereby confirms its agreement to pay on
d all reasonable costs and expenses in connection with the preparation,
tion and delivery of this Amendment and any of the other instruments, documents
greements to be executed and/or delivered in connection herewith, including,
ut limitation, the reasonable fees and out-of-pocket expenses of counsel to the
with respect thereto.
TNESS WHEREOF, the parties hereto have caused this Amendment to be executed as
e date first above written.
APR FUNDING CORPORATION,
as Seller
By /s/ Kurt W. Huffman
Title President
UNIVERSAL PREMIUM ACCEPTANCE
CORPORATION, individually and
as initial Servicer
By /s/ Kurt W. Huffman
Title President
TRANSFINANCIAL HOLDINGS, INC., as
Parent
By /s/ Kurt W. Huffman
Title Exec Vice 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
wledged and agreed to
this 8th day of October, 1999 in
dance with Section 5.03 of that
in Liquidity Agreement dated as of
ber 31, 1996, as amended, among the
aser, the financial institutions from
to time parties thereto as liquidity providers,
oston, N.A., as liquidity agent, and
rs Trust Company, as collateral agent
OSTON, N.A., as a Liquidity Provider
/s/ Mark E. Gallivan
Director
LE BANK NATIONAL ASSOCIATION, as a Liquidity Provider
/s/ Julia S. Harris
Vice President