FIRST AMENDMENT TO
THIRD AMENDED AND RESTATED
RECEIVABLES PURCHASE AGREEMENT
This First Amendment to Third Amended and Restated Receivables Purchase
Agreement, dated as of April 15, 1996, is by and between DESIGN BENEFIT PLANS,
INC., an Illinois corporation (the "Seller"), and NATIONAL FUNDING CORPORATION,
a Delaware corporation (the "Buyer").
W I T N E S S E T H:
WHEREAS, the Seller and the Buyer entered into a Third Amended and Restated
Receivables Purchase Agreement, dated as of November 1, 1995 (the "Purchase
Agreement"); and
WHEREAS, the Seller has requested that the Purchase Agreement be amended as
provided herein;
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants contained herein, the parties hereto agree as follows:
1. AMENDMENT.
1.1 Section 5.2(f) of the Purchase Agreement is hereby deleted and the
following is inserted in its stead:
"(f) ADVANCE RATE. The Seller will not increase its advance
rate with respect to Receivables (i) to an amount in excess of 75% of
the annualized first-year commissions at the point of sale, less a
holdback of 15% for chargebacks, for Persons engaged by Seller's
Advance Benefit Concepts division, (ii) to an amount in excess of 75%
of the annualized first-year commissions at the point of policy
issuance with respect to ▇▇▇▇▇▇▇ and any agent of Pioneer Life
assigned to ▇▇▇▇▇▇▇, (iii) to an amount in excess of 80% of the
annualized first-year commissions at the point of policy issuance with
respect to any CNL Managing General Agent or any agent of any CNL
Managing General Agent, or (iv) to an amount in excess of 50% of the
annualized first-year commissions at the point of sale or in excess of
100% of the annualized first-year commissions at the point of policy
issuance for Persons other than those referred to in clauses (i), (ii)
and (iii) of this subsection and the Seller will not make any advances
against renewal commissions without the consent of the Buyer. The
Seller will not make any advances with respect to Receivables prior to
the point of submission of policy application or the point of policy
issuance, as applicable, except as set forth in this subsection
5.2(f)."
2. MISCELLANEOUS.
2.1 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE DOMESTIC LAWS OF THE STATE OF ILLINOIS, WITHOUT GIVING
EFFECT TO ANY CHOICE OF LAW OR CONFLICT OF LAW PROVISION OR RULE (WHETHER OF THE
STATE OF ILLINOIS OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF
THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF ILLINOIS.
2.2 COUNTERPARTS. This Agreement and the Consents attached hereto may be
executed in any number of counterparts and by different parties hereto and
thereto in separate counterparts, each of which when so executed shall be deemed
to be an original, and all of which taken together shall constitute one and the
same agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized, all as of the
day and year first above written.
DESIGN BENEFIT PLANS, as Seller
By:_________________________________________
Title:______________________________________
NATIONAL FUNDING CORPORATION, as Buyer
By:__________________________________________
Title:______________________________________
CONSENT OF L/C BANK
The undersigned, AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO,
hereby consents and agrees to the execution and delivery of the foregoing First
Amendment to Third Amended and Restated Receivables Purchase Agreement.
Dated as of April 15, 1996
AMERICAN NATIONAL BANK AND TRUST COMPANY OF
CHICAGO
By:_________________________________________
Title: Vice President
CONSENT OF L/C PARTICIPANTS
The undersigned, LASALLE NATIONAL BANK and FIRSTAR BANK MILWAUKEE, N.A.,
hereby consent and agree to the execution and delivery of the foregoing First
Amendment to Third Amended and Restated Receivables Purchase Agreement.
Dated as of April 15, 1996
LASALLE NATIONAL BANK
By:_________________________________________
Title:______________________________________
FIRSTAR BANK MILWAUKEE, N.A.
By:_________________________________________
Title:______________________________________
