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Exhibit
10.1
EXECUTION
COPY
AMENDMENT NO. 8
Dated as of August 24,
2007
to
RECEIVABLES PURCHASE
AGREEMENT
Dated as of December 21,
1999
THIS AMENDMENT NO. 8 (this
“Amendment”) dated as of August 24, 2007 is
entered into among:
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(i) |
AILIC RECEIVABLES CORPORATION, a Delaware corporation (“
Seller ”), |
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(ii) |
AMERICAN INCOME LIFE INSURANCE COMPANY, an insurance company
organized under the laws of Indiana (“ AIL ”),
as the initial Servicer (the Servicer together with the Seller, the
“ Seller Parties ” and each a “ Seller
Party ”), |
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(iii) |
CHARIOT FUNDING LLC, a Delaware limited liability company,
successor by assignment to Preferred Receivables Funding Company
LLC (“ Chariot ”), |
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(iv) |
certain financial institutions parties hereto as the “
Financial Institutions ” (and, together with Chariot,
the “ Purchasers ”), and |
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(v) |
JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, SUCCESSOR BY MERGER
TO BANK ONE, NA (Chicago, Illinois), as agent for the Purchasers
(the “ Agent ”). |
PRELIMINARY
STATEMENTS
A. Reference is made to that
certain Receivables Purchase Agreement dated as of
December 21, 1999 as amended and restated as of March 31,
2000 (as the same may have been further amended, restated,
supplemented or otherwise modified since such date, the “
Receivables Purchase Agreement ”) among the Seller,
AIL, Chariot, certain financial institutions and the Agent. Unless
defined elsewhere herein, capitalized terms used in this Agreement
shall have the meanings assigned to such terms in the Receivables
Purchase Agreement.
B. The parties thereto have
agreed to amend the Receivables Purchase Agreement on the terms and
conditions set forth herein.
NOW, THEREFORE, in
consideration of the premises set forth above and other good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Seller Parties, Chariot, the Financial
Institutions and the Agent hereby agree as follows:
SECTION 1. Amendments to
the Receivables Purchase Agreement . The Receivables Purchase
Agreement is, effective the date hereof and subject to the
satisfaction of the conditions precedent set forth in
Section 2 hereof, hereby amended to
1.1 Delete in their entirety
the definition of “ Liquidity Termination Date ”
set forth in Exhibit I thereof and to substitute the
following new definitions therefor:
“ Liquidity
Termination Date ” means August 22, 2008.
SECTION 2. Conditions
Precedent . This Amendment shall become effective and be deemed
effective as of the date hereof upon receipt by the Agent
of
(i) counterparts of this
Amendment executed by each of the Seller Parties, the Purchasers
and the Agent; and
(ii) a reaffirmation of
guaranty executed by Torchmark, substantially in the form of
Exhibit A hereto;
SECTION 3. Covenants,
Representations and Warranties of the Seller Parties
.
3.l Upon the effectiveness of
this Amendment, each of the Seller Parties hereby reaffirms all
covenants, representations and warranties made by it in the
Receivables Purchase Agreement and agrees that all such covenants,
representations and warranties shall be deemed to have been re-made
as of the effective date of this Amendment.
3.2 Each of the Seller
Parties hereby represents and warrants to the Purchasers and the
Agent that: (a) this Amendment has been duly authorized by
proper corporate proceedings of each Seller Party and constitutes
the legal, valid and binding obligation of such Person, enforceable
against it in accordance with its terms, and (b) after giving
effect to the amendment contained herein, no Amortization Event or
Potential Amortization Event exists or will result from the
execution of this Amendment.
SECTION 4. Reference to
and Effect on the Receivables Purchase Agreement .
4.l Upon the effectiveness of
this Amendment, each reference in the Receivables Purchase
Agreement to “this Agreement”, “hereunder”,
“hereof”, “herein” or words of like import
shall mean and be a reference to the Receivables Purchase
Agreement, as amended hereby, and each reference to the Receivables
Purchase
Agreement in any and all other
documents, instruments, agreements, notes, certificates and other
writings of every kind and nature shall mean and be a reference to
the Receivables Purchase Agreement as amended hereby.
4.2 Except as specifically
amended above, the Receivables Purc
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