[EXECUTION COPY]
AMENDMENT NO. 2 TO
NOTE PURCHASE AGREEMENT
THIS AMENDMENT NO. 2 TO NOTE PURCHASE AGREEMENT, dated as of December
9, 1998 (the "Amendment"), is entered into by and among VARIABLE FUNDING CAPITAL
CORPORATION ("VFCC"), FIRST UNION CAPITAL MARKETS, a division of WHEAT FIRST
SECURITIES, INC., as Deal Agent and AFG CREDIT CORPORATION, as Transferor.
Capitalized terms used and not otherwise defined herein are used as defined in
the Note Purchase Agreement, dated as of October 14, 1997, as amended by
Amendment No. 1, dated as of October 9, 1998 (as amended, modified or
supplemented, the "Agreement"), among VFCC, the Deal Agent and the Transferor.
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 contained herein, the parties hereto agree as follows:
SECTION 1. Amendments.
(a) The following definition set forth in Section 1.1 of the Agreement
is hereby amended and restated in its entirety to read as follows:
Purchase Limit: $150,000,000; provided, however, that at all times on
or after the Termination Date the Purchase Limit shall mean the Principal
Amount.
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.
SECTION 3. 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) THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NORTH CAROLINA WITHOUT REFERENCE TO
ITS CONFLICT OF LAWS PROVISIONS.
[Remainder of Page Intentionally Left Blank.]
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 TRANSFEROR: AFG CREDIT CORPORATION
By /s/ J. Michael Allgood
-----------------------------------------------
Title: Vice President & Treasurer
24 School Street
Boston, MA 02108
Facsimile No.:
Confirmation No.:
VFCC: VARIABLE FUNDING CAPITAL CORPORATION
By First Union Capital Markets, a division
of Wheat First Securities, Inc.
as attorney-in-fact
By /s/ Darrell R. Baber
------------------------------
Title: Director
Variable Funding Capital Corporation
c/o First Union Capital Markets,
a division of Wheat First Securities, Inc.
One First Union Center, TW-9
Charlotte, North Carolina 28288-0610
Attention: Conduit Administration
Facsimile No.: (704) 383-6036
Confirmation No.: (704) 383-9343
THE DEAL AGENT: FIRST UNION CAPITAL MARKETS, a division
of Wheat First Securities, Inc.
By /s/ Darrell R. Baber
-------------------------------
Title: Director
First Union Capital Markets, a division of
WHEAT FIRST SECURITIES, INC.
One First Union Center, TW-9
Charlotte, North Carolina 28288
Attn: Conduit Administration
Facsimile No.: (704) 383-6036
Confirmation No.: (704) 383-9343