ADDENDUM TO RECEIVABLES
PURCHASE AGREEMENT
THIS ADDENDUM TO RECEIVABLES PURCHASE AGREEMENT (this "ADDENDUM"), dated as of
August 28, 1996, is between ▇▇▇▇▇▇ ▇▇▇▇▇▇ CAPITAL CORPORATION, a Minnesota
corporation, and ▇▇▇▇▇▇ ▇▇▇▇▇▇ RECEIVABLES CORPORATION, a Minnesota corporation.
WITNESSETH:
WHEREAS, the parties hereto are parties to a Receivables Purchase Agreement
dated as of September 13, 1995 (the "ORIGINAL AGREEMENT") which is governed by
Delaware law; and
WHEREAS, the parties hereto desire to confirm their intention that the
Original Agreement be governed by Delaware law and desire to confirm certain
agreements between themselves in connection therewith;
NOW, THEREFORE, the parties hereto hereby irrevocably and unconditionally
agree as follows:
1. Solely in respect of the Original Agreement (as modified by this
Addendum and as further amended, modified or supplemented from time to time
(collectively, the "AGREEMENT")) and the transactions and other matters
contemplated thereby or relating thereto, each of the parties hereto hereby
irrevocably and unconditionally agrees (a) to be subject to the jurisdiction of
the courts of the State of Delaware and of the federal courts sitting in the
State of Delaware, and (b)(i) to the extent such party is not otherwise subject
to service of process in the State of Delaware, to appoint and maintain an agent
in the State of Delaware as such party's agent for acceptance of legal process,
and (ii) that service of process may also be made on such party by prepaid
certified mail with a proof of mailing receipt validated by the United States
Postal Service constituting evidence of valid service, and that service made
pursuant to (b)(i) or (ii) above shall have the same legal force and effect as
if served upon such party personally within the State of Delaware. For purposes
of implementing the parties' foregoing agreement to appoint and maintain an
agent for service of process in the State of Delaware solely in respect of the
Agreement and the transactions and other matters contemplated thereby or
relating thereto, each such party that has not as of the date hereof already
duly appointed such an agent does hereby appoint RL&F Service Corp., ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, as such agent.
2. This Addendum shall be construed in accordance with the laws of the
State of Delaware, without reference to its conflict of laws provisions, and the
obligations, rights and remedies of the parties hereunder shall be determined in
accordance with such laws.
3. This Addendum may be executed in two or more counterparts (and by the
different parties on separate counterparts), each of which shall be an original,
but all of which together shall constitute one and the same instrument.
4. As modified hereby, the Original Agreement is hereby ratified,
approved and confirmed in every respect, and shall remain in full force and
effect.
IN WITNESS WHEREOF, the parties hereto have caused this Addendum to be duly
executed by their respective officers as of the day and year first above
written.
▇▇▇▇▇▇ ▇▇▇▇▇▇ CAPITAL CORPORATION
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Treasurer
▇▇▇▇▇▇ ▇▇▇▇▇▇ RECEIVABLES CORPORATION
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President & Treasurer
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