AMENDMENT NO. 3 TO
RECEIVABLES SALE AGREEMENT
THIS AMENDMENT NO.
3 TO RECEIVABLES SALE AGREEMENT, dated as of November 9, 2006
(this “ Amendment ”), is among GE Commercial
Distribution Finance Corporation, a Delaware corporation (“
CDF ”), as a seller, Brunswick Acceptance Company,
LLC, a Delaware limited liability company, as a seller (“
BAC ”), General Electric Capital Corporation, a
Delaware corporation, as a seller (“ GECC ”),
Polaris Acceptance, an Illinois general partnership, as a seller
(“ PA ”), and CDF Funding, Inc., a Delaware
corporation, as buyer (the “ Buyer
”).
CDF, BAC and the
Buyer are parties to a receivables sale agreement, dated as of
August 12, 2004 (as amended, modified or supplemented, the
“ Receivables Sale Agreement ”) among CDF, BAC
and the Buyer. GECC desires to become a party to the Agreement as a
“Seller”. All of the parties hereto desire to amend the
Receivables Sale Agreement as set forth herein.
NOW, THEREFORE, in
consideration of the foregoing and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as
follows:
SECTION 1.
Definitions . Capitalized terms defined in the Receivables
Sale Agreement and used but not otherwise defined herein have the
meanings given to them in the Receivables Sale
Agreement.
SECTION 2.
Amendments to the Receivables Sale Agreement . The
Receivables Sale Agreement is hereby amended as set forth in this
Section 2 .
(a)
Section 7.1 . Section 7.1 of the Receivables Sale
Agreement is hereby amended by inserting the following notice
information for PA:
Polaris
Acceptance
5595 Trillium Boulevard
Hoffman Estates, Illinois 60192
c/o GE Commercial Distribution Finance Corporation
Attention: GE CDF General Counsel
Telephone: (847) 747-7552
Facsimile: (847) 747-7455
(b) New
Seller . The Receivables Sale Agreement is hereby amended by
adding PA as a Seller party thereto.
SECTION 3.
Representations and Warranties . In order to induce the
parties hereto to enter into this Amendment, each of the parties
hereto represents and warrants unto the other parties hereto as set
forth in this Section 3 :
Amendment No. 3 to
Receivables Sale Agreement
(a) Due
Authorization, Non Contravention, etc . The execution, delivery
and performance by such party of the Amendment are within its
powers, have been duly authorized by all necessary action, and do
not (i) contravene its organizational documents; or
(ii) contravene any contractual restriction, law or
governmental regulation or court decree or order binding on or
affecting it; and
(b)
Validity, etc . This Amendment constitutes the legal, valid
and binding obligation of such party enforceable against such party
in accordance with its terms, subject to applicable bankruptcy,
insolvency and similar laws affecting creditors’ rights and
general equitable principles.
SECTION 4.
Binding Effect; Ratification .
(a) This
Amendment shall become effective, as of the date first set forth
above, when counterparts hereof shall have been executed and
delivered by the parties hereto, and thereafter shall be binding on
the parties hereto and their respective successors and
assigns.
(b) The
Receivables Sale Agreement, as amended hereby, remains in full
force and effect. Any reference to the Receivables Sale Agreement
from and after the date hereof shall be deemed to refer to the
Receivables Sale Agreement as amended hereby, unless otherwise
expressly stated.
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