SECOND AMENDMENT TO
RECEIVABLES PURCHASE AGREEMENT
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This Second Amendment to Receivables Purchase Agreement, dated as of
August 14, 1998 (this "Amendment"), is among LINC RECEIVABLES CORPORATION, a
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Delaware corporation ("Seller"), LINC CAPITAL, INC., a Delaware corporation
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("LINC"), BLUE KEEL FUNDING, LLC, a Delaware limited liability company
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("Purchaser"), and FLEET BANK, N.A., a national banking association, as agent
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for Purchaser (in such capacity, the "Agent").
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BACKGROUND
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1. Seller, LINC, Purchaser and the Agent are parties to that certain
Receivables Purchase Agreement, dated as of December 30, 1997, as amended by the
First Amendment to Receivables Purchase Agreement, dated as of June 29, 1998
(the "Receivables Purchase Agreement").
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2. The parties hereto desire to amend the Receivables Purchase
Agreement in certain respects as set forth herein.
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt of sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:
SECTION 1. Definitions. Capitalized terms used in this Amendment and not
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otherwise defined herein shall have the meanings assigned thereto in the
Receivables Purchase Agreement.
SECTION 2. Overcollateralization Amount. The definition of
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"Overcollateralization Amount" in Section 1.1 of the Receivables Purchase
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Agreement is hereby amended by (i) deleting the phrase ",until the Residual
Inclusion Date, without regard to" where it appears in clause (i)(a)(1)(y)
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thereof and substituting therefor the clause "including only 50% of" and (ii)
deleting the phrase "until the Residual Inclusion Date," where it appears in
clause (i)(a)(2) thereof and substituting therefor the phrase "50% of". The
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"Residual Inclusion Date" shall be the date of this Amendment.
SECTION 3. Purchase Limit. Section 2.2(a) of the Receivables Purchase
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Agreement is hereby amended by adding the phrase "(or $150,000,000 for the
period from August 14, 1998 until November 1, 1998)"after the number
"$100,000,000" where it appears therein.
SECTION 4. Representations. Seller and the Servicer hereby represent
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and warrant that, after giving effect to this Amendment (i) the representations
and warranties of Seller and Servicer contained in Article VIII of the
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Receivables Purchase Agreement are true and correct as of the date hereof and
(ii) no Termination Event or Unmatured Termination Event has occurred and is
continuing.
SECTION 5. Miscellaneous. The Receivables Purchase Agreement as amended
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hereby, remains in full force and effect. Any reference to the Receivables
Purchase Agreement from and after the date hereof shall be deemed to refer to
the Receivables Purchase Agreement as amended hereby, unless otherwise expressly
stated. This Amendment shall be a contract made under and governed by the
internal laws of the State of Illinois without regard to any otherwise
applicable conflict of law principles thereof. This Amendment may be executed by
the parties hereto in several counterparts, each of which shall be deemed to be
an original, but all of which shall constitute together but one and the same
agreement.
[signature pages begin on next page]
LINC RECEIVABLES CORPORATION
/s/ M. ▇▇▇▇▇▇ ▇'▇▇▇▇▇
By_______________________________
M. ▇▇▇▇▇▇ ▇'▇▇▇▇▇
Name:___________________________
Vice President_
Title:___________________________
LINC CAPITAL, INC.
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
By_______________________________
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name:____________________________
Chief Financial Officer
Title:___________________________
BLUE KEEL FUNDING, LLC, as Purchaser
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
By_______________________________
▇▇▇▇▇ ▇. ▇▇▇▇▇
Name:____________________________
Vice President
Title:___________________________
FLEET BANK, N.A., as Agent
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
By_______________________________
▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Name:____________________________
Vice President
Title:___________________________
SECOND AMENDMENT
TO RECEIVABLES
PURCHASE AGREEMENT
