EX-10.15



 





Exhibit 10.15




SECOND AMENDMENT TO THE

RECEIVABLES FINANCING AGREEMENT




     THIS
SECOND AMENDMENT TO THE RECEIVABLES FINANCING AGREEMENT, dated as of December 27, 2007
(this “Amendment”), is entered into by and among PALISADES ACQUISITION XVI, LLC, a Delaware
limited liability company (the “Borrower”), PALISADES COLLECTION, L.L.C., a Delaware
limited liability company (the “Servicer”), FAIRWAY FINANCE COMPANY, LLC ( the
“Lender”), BMO CAPITAL MARKETS CORP. (“BMO CM”), as Administrator for the Lender
(in such capacity, the “Administrator”) and as collateral agent for the Secured Parties (in
such capacity, the “Collateral Agent”), and BANK OF MONTREAL (“BMO”), as liquidity
agent for the Liquidity Providers (in such capacity, the “Liquidity Agent”). Capitalized
terms used and not otherwise defined herein are used as defined in the Receivables Financing
Agreement, dated as of March 2, 2007 (as amended, supplemented or otherwise modified, the
“Receivables Financing Agreement”), among the Borrower, the Servicer, the Lender, the
Administrator, the Collateral Agent and the Liquidity Agent.



     WHEREAS, the parties hereto desire to amend the Receivables Financing Agreement in certain
respects as provided herein;



     NOW THEREFORE, in consideration of the premises and other material covenants contained herein,
the parties hereto agree as follows:



     SECTION 1. Amendments. The Receivables Financing Agreement is hereby amended as
follows:



     1.1 The definition of “Collection Rate” as set forth in Section 1.1 of the Receivables
Financing Agreement is hereby amended and restated in its entirety to read as follow:




     “Collection Rate” means, for any Pool as of the last day of any
Collection Period, the quotient (expressed as a percentage) of (i) the cumulative
Collections for such Pool (net of the corresponding Servicing Fees) received from
January 1, 2008 through such date, divided by (ii) the Expected Pool Collections for
such Pool from January 1, 2008 through such date.



     1.2 The definition of “Expected Pool Collections” as set forth in Section 1.1 of the
Receivables Financing Agreement is hereby amended and restated in its entirety to read as follow:




     “Expected Pool Collections” means, as of any date of determination and
for any Pool, the amount of collections expected to be received on such Pool through
such date (net of the corresponding expected Servicing Fees) in accordance with the
“cumulative collection curve” provided to the Administrator
on December 27, 2007 (or
any reduced, but not increased, “cumulative collection



 









 







curve” (prepared in the event of an accounting impairment taken with respect to
such Pool) required to be subsequently provided to the Administrator).



     1.3 The definition of “Rolling Collection Rate” is hereby added to Section 1.1 of the
Receivables Financing Agreement in alphabetical order as follows:




     “Rolling Collection Rate” means, as of the last day of any specified
Collection Periods, the quotient (expressed as a percentage) of (i) the Collections
for all Pools (net of the corresponding Servicing Fees) during such Collection
Periods, divided by (ii) the Expected Collections for all Pools (based on the
“cumulative collection curve” provided to the Administrator
on December 27, 2007)
for such Collection Periods.



     1.4 The definition of “Program Fee” as set forth in Section 1.1 of the Receivables
Financing Agreement is hereby amended and restated in its entirety to read as follows:



     “Program Fee” has the meaning set forth in the Fee Letter, plus, with
respect to the Distribution Date occurring on January 10, 2008, $475,000, payable on
January 10, 2008.



     1.5 Section 10.1 is hereby amended by adding a new paragraph at the end thereof to be
and to read as follows:




     10.1.14 Rolling Collection Rate. The Rolling Collection Rate (i) for
any two consecutive Collection Periods (commencing with the January and February
2008 Collection Periods), is less than 85% or (ii) for any three consecutive
Collection Periods (commencing with the January, February and March 2008 Collection
Periods), is less than 95%.



     SECTION 2. Receivables Financing Agreement in Full Force and Effect as Amended.



     Except as specifically amended hereby, the Receivables Financing Agreement shall remain in
full force and effect. All references to the Receivables Financing Agreement shall be deemed to
mean the Receivables Financing Agreement as modified hereby. This Amendment shall not constitute a
novation of the Receivables Financing Agreement, but shall constitute an amendment thereof. The
parties hereto agree to be bound by the terms and conditions of the Receivables Financing
Agreement, as amended by this Amendment, as though such terms and conditions were set forth herein.



     SECTION 3. Miscellaneous.



          A. On and as of the date hereof, the Borrower hereby confirms, reaffirms and restates the
representations and warranties set forth in Section 8.1 of the Receivables Financing Agreement
mutatis mutandis, except to the extent that such representations and warranties
expressly relate to a specific earlier date in which case the Borrower hereby confirms, reaffirms
and restates such representations and warranties as of such earlier date.




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          B. This Amendment may be executed in any number of counterparts, and by the different parties
hereto on the same or separate counterparts, each of which when so executed and delivered shall be
deemed to be an original instrument but all of which together shall constitute one and the same
agreement. The effectiveness of this Amendment is subject to the condition precedent that the
Administrator shall have received counterparts of this Amendment, duly executed by all parties
hereto.




          C. The descriptive headings of the various sections of this Amendment are inserted for
convenience of reference only and shall not be deemed to affect the meaning or construction of any
of the provisions hereof.




          D. This Amendment may not be amended or otherwise modified except as provided in the
Receivables Financing Agreement.




          E. Each of the Administrator and the Lender do not waive and have not waived, and hereby
expressly reserve, its right at any time to take any and all actions, and to exercise any and all
remedies, authorized or permitted under the Receivables Financing Agreement, as amended, or any of
the other Transaction Documents, or available at law or equity or otherwise.




          F. The Borrower agrees to pay and reimburse the Administrator for all its reasonable costs and
out-of-pocket expenses incurred in connection with the preparation and delivery of this Amendment,
including, without limitation, the reasonable fees and disbursements of counsel to the
Administrator.




          G. Any provision in this Amendment which is prohibited or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in
any other jurisdiction.




          H. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ANY OTHERWISE APPLICABLE CONFLICTS OF LAW
PRINCIPLES (OTHER THAN THOSE SET FORTH IN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE
STATE OF NEW YORK).




[Signature Pages Follow]




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          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and
delivered by their proper and duly authorized officers as of the 27th of December, 2007.




	 	 	 	 	 
	 	PALISADES ACQUISITION XVI, LLC, as Borrower

 	 
	 	By:  	/s/
Gary Stern
 	 
	 	 	Name:  	Gary Stern 	 
	 	 	Title:  	Manager 	 
	 
	 	BMO CAPITAL MARKET CORP., as Administrator and as Collateral Agent

 	 
	 	By:  	/s/  John Pappano
 	 
	 	 	Name:  	John Pappano 	 
	 	 	Title:  	Managing Director 	 
	 




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	 	FAIRWAY FINANCE COMPANY, LLC, as Lender

 	 
	 	By:  	/s/ Orlando Figueroa
 	 
	 	 	Name:  	Orlando Figueroa	 
	 	 	Title:  	Vice President 	 
	 








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	 	PALISADES COLLECTION, L.L.C, as Servicer

 	 
	 	By:  	/s/ Gary Stern
 	 
	 	 	Name:  	Gary Stern	 
	 	 	Title:  	Manager 	 
	 




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	 	BANK OF MONTREAL, as Liquidity Agent

 	 
	 	By:  	/s/ Gary Herron
 	 
	 	 	Name:  	Gary Herron 	 
	 	 	Title:  	Vice President 	 
	 




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