Exhibit 10.1
AMENDMENT NO. 6
Dated as of August 26, 2005
to
RECEIVABLES PURCHASE AGREEMENT
Dated as of December 21, 1999 as
Amended and Restated as of March 31,
2000
THIS AMENDMENT NO. 6 (this
“Amendment”) dated as of August 26, 2005 is entered
into among:
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(i)
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AILIC
RECEIVABLES CORPORATION, a Delaware corporation (“
Seller ”),
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(ii)
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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)
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PREFERRED
RECEIVABLES FUNDING CORPORATION, a Delaware corporation (“
PREFCO ”),
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(iv)
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certain
financial institutions parties hereto as the “ Financial
Institutions ” (and, together with PREFCO, the “
Purchasers ”), and
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(v)
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JPMORGAN CHASE
BANK, NATIONAL ASSOCIATION, SUCCESSOR BY MERGER TO BANK ONE, NA
(with headquarters in Chicago, Illinois), as agent for the
Purchasers (the “ Agent ”).
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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
” or the “ Agreement ”) among the Seller,
AIL, PREFCO, 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.
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B. The parties thereto have agreed
to amend the 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, PREFCO, 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
(a) All references in the Agreement
to “Bank One” or “Bank One, NA (Main Office
Chicago)” shall mean and constitute references to
“JPMorgan Chase Bank, N.A. (successor by merger to Bank One,
NA (Main Office Chicago)).”
(b) Section 4.1 of the Agreement is
hereby amended to delete the reference to “pursuant to
Article XIII ” appearing in such section and to
replace such reference with the following text:
“pursuant to a Liquidity
Agreement”
(c) Section 4.4 of the Agreement is
hereby amended to add the following sentence at the end of such
section:
“Until Seller gives notice
to the Agent of another Discount Rate, the initial Discount Rate
for any Purchaser Interest transferred to the Financial
Institutions pursuant to the terms and conditions hereof or any
Liquidity Agreement shall be the Base Rate.”
(d) Section 6.2 of the Agreement is
hereby amended to amend and restate the parenthetical appearing in
the first sentence of such section to read as follows:
“(other than pursuant to a
Liquidity Agreement)”
(e) Section 6.2 of the Agreement is
hereby further amended to (1) the delete the word “and”
appearing after clause (i) of such section, (2) delete the period
following clause (ii) of such definition and to replace such period
with a semicolon, and (3) add the following clause (iii)
thereto:
“and (iii) if such purchase
of a Purchaser Interest or Reinvestment is funded by PREFCO, PREFCO
shall be party to unexpired Liquidity Agreements with an aggregate
commitment limit equal to at least 102% of the Commitments.
“
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(f) Section 12.1(a) of the Agreement
is hereby amended to delete the reference to “pursuant to
Section 13.1 ” appearing in the first sentence of such
section and to replace such reference with the following
text:
“pursuant to a Liquidity
Agreement”
(g) Section 12.1(c) of the Agreement
is hereby amended to insert the words “and the related
Liquidity Agreement” immediately after the phrase “and
willing to participate in this Agreement” appearing in clause
(y) of such section.
(h) Section 12.2 of the Agreement is
hereby amended to delete the reference to “obligation to pay
PREFCO its Acquisition Amounts” appearing in the first
sentence of such section and to replace such reference with the
following text:
“obligations to PREFCO
pursuant to a Liquidity Agreement”
(i) Article XII to the Agreement is
hereby amended to add the following Section 12.3 to the end of such
article:
“Section 12.3
Terminating Financial Institutions .
(a) Each Financial Institution
hereby agrees to deliver written notice to the Agent not more than
30 days and not less than 5 days prior to the Liquidity Termination
Date indicating whether such Financial Institution intends to renew
its Commitment hereunder. If any Financial Institution fails to
deliver such notice on or prior to the date that is 5 Business Days
prior to the Liquidity Termination Date, such Financial Institution
will be deemed to have declined to renew its Commitment (each
Financial Institution which has declined or has been deemed to have
declined to renew its Commitment hereunder, a “
Non-Renewing Financial Institution ”). The Agent shall
promptly notify PREFCO of each Non-Renewing Financial Institution
and PREFCO, in its sole discretion, may (A) to the extent of
Commitment Availability, declare that such Non-Renewing Financial
Institution’s Commitment shall, to such extent, automatically
terminate on a date specified by PREFCO on or before the Liquidity
Termination Date or (B) upon one (1) Business Days’ notice to
such Non-Renewing Financial Institution assign to such Non-Renewing
Financial Institution on a date specified by PREFCO its Pro Rata
Share of the aggregate Purchaser Interests then held by PREFCO,
subject to, and in accordance with the applicable Liquidity
Agreement. In addition, PREFCO may, in its sole discretion, at any
time (x) to the extent of Commitment Availability, declare that any
Affected Financial Institution’s Commitment shall
automatically terminate on a date specified by PREFCO or (y) assign
to any Affected Financial Institution on a date
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specified by PREFCO its Pro Rata
Share of the aggregate Purchaser Interests then held by PREFCO,
subject to, and in accordance with the applicable Liquidity
Agreement (each Affected Financial Institution or each Non-Renewing
Financial Institution is hereinafter referred to as a “
Terminating Financial Institution ”). The parties
hereto expressly acknowledge that any declaration of the
termination of any Commitment, any assignment pursuant to this
Section 12.3 and the order of priority of any such
termination or assignment among Terminating Financial Institutions
shall be made by PREFCO in its sole and absolute
discretion.
(b) Upon any assignment to a
Terminating Financial Institution as provided in this Section
12.3 , any remaining Commitment of such Terminating Financial
Institution shall automatically terminate. Upon reduction to zero
of the Capital of all of the Purchaser Interests of a Terminating
Financial Institution (after application of Collections thereto
pursuant to Sections 2.2 and 2.3 ) all rights and
obligations of such Terminating Financial Institution hereunder
shall be terminated and such Terminating Financial Institution
shall no longer be a “Financial Institution” hereunder;
provided, however, that the provisions of Article X shall
continue in effect for its benefit with respect to Purchaser
Interests held by such Terminating Financial Institution prior to
its termination as a Financial Institution.”
(j) Article XIII of the Agreement is
hereby amended to delete the text of such article in its entirety
and to replace such text with the word
“Reserved.”
(k) Section 14.1(b)(i)(D) of the
Agreement is hereby amended to delete the parenthetical appearing
therein and to replace such parenthetical with the following
parenthetical:
“(except as may be required
pursuant to a Liquidity
