EXHIBIT 10.03
AMENDMENT NO. 1 TO
RECEIVABLES PURCHASE AGREEMENT
This
Amendment No. 1 to Receivables Purchase Agreement (this
“ Amendment ”) is entered into as of
June 20, 2003, among Comdata Funding Corporation, a Delaware
corporation (“ Seller ”), Comdata Network, Inc.,
a Maryland corporation (the “ Servicer ”) (the
Servicer together with Seller, the “ Seller Parties
” and each a “ Seller Party ”), each
Financial Institution party hereto (the “ Financial
Institutions ”), Jupiter Securitization Corporation
(“ Jupiter ”) and Bank One, NA (Main Office
Chicago), as agent for the Purchasers (the “ Agent
”).
RECITALS
Each
of the parties hereto entered into that certain Receivables
Purchase Agreement, dated as of June 24, 2002 (the “
Purchase Agreement ”).
Each
Seller Party has requested that the Agent and Jupiter amend certain
provisions of the Purchase Agreement, all as more fully described
herein.
Subject
to the terms and conditions hereof, each of the parties hereto now
desires to amend the Purchase Agreement as particularly described
herein.
AGREEMENT
NOW,
THEREFORE, in consideration of the premises, and for other good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto hereby agree as
follows:
Section 1.
Definitions Used Herein . Capitalized terms used herein and
not otherwise defined herein shall have the respective meanings set
forth for such terms in the Purchase Agreement.
Section 2.
Amendments . Subject to the terms and conditions set forth
herein, the Purchase Agreement is hereby amended as
follows:
AMENDMENT NO. 1 TO
RECEIVABLES PURCHASE AGREEMENT
(a) The
phrase “If after the date hereof, any Funding Source shall be
charged any fee, expense or increased cost on account of the
adoption of any applicable law, rule or regulation (including any
applicable law, rule or regulation regarding capital adequacy) or
any change therein, or any change in the interpretation or
administration thereof by any governmental authority, central bank
or comparable agency charged with the interpretation or
administration thereof, or compliance with any request or directive
(whether or not having the force of law) of any such authority,
central bank or comparable agency (a ‘ Regulatory
Change ’)” at the beginning of the first sentence
of Section 10.2 of the Purchase Agreement is hereby amended
and restated in its entirety to read as follows:
If
after the date hereof, any Funding Source shall be charged any fee,
expense or increased cost on account of the adoption of any
applicable law, rule or regulation (including any applicable law,
rule or regulation regarding capital adequacy), any accounting
principles or any change in any of the foregoing, or any change in
the interpretation or administration thereof by the Financial
Accounting Standards Board (“ FASB ”), any
governmental authority, any central bank or any comparable agency
charged with the interpretation or administration thereof, or
compliance with any request or directive (whether or not having the
force of law) of any such authority or agency
(b) Section 10.2
of the Purchase Agreement is hereby amended by adding the following
new sentence to the end of such section:
For
the avoidance of doubt, if the issuance of FASB Interpretation
No. 46, or any other change in accounting standards or the
issuance of any other pronouncement, release or interpretation,
causes or requires the consolidation of all or a portion of the
assets and liabilities of Company or Seller with the assets and
liabilities of the Agent, any Financial Institution or any other
Funding Source, such event shall constitute a circumstance on which
such Funding Source may base a claim for reimbursement under this
Section 10.2 .
(c) Section 14.5(a)
of the Purchase Agreement is hereby amended by adding the following
new sentence to the end of such section:
AMENDMENT NO. 1 TO
RECEIVABLES PURCHASE AGREEMENT
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