EXHIBIT 10.3
AMENDMENT AGREEMENT
XX. 0
XXXXXXXXX XXXXXXXXX XX. 0, dated as of September 27, 2002
(this "Amendment"), to the Receivables Purchase Agreement, dated as of April 18,
2002 (as amended, restated and/or otherwise modified from time to time, the
"RPA"), among HomePride Finance Corp. ("HomePride"), GSS HomePride Corp. (the
"Seller"), CIT Group/Sales Financing, Inc. (the "Sub-Servicer"), Greenwich
Funding Corp. (the "Investor"), the financial institutions named therein as
Banks (the "Banks") and Credit Suisse First Boston, New York Branch (the
"Agent"). Capitalized terms not otherwise defined herein shall have the meanings
attributed to them in the RPA.
WHEREAS, the parties hereto desire to amend the RPA on the
terms and subject to the provisions hereof;
NOW, THEREFORE, for valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and subject to the fulfillment of
the conditions set forth below, the parties hereto agree as follows:
SECTION 1. Amendments to RPA.
1.1 The definition of "Required Interest Coverage Ratio" in
Section 1.0l of the RPA is hereby deleted and the following is
inserted in its place:
"Required Interest Coverage Ratio" means, as of the
end of any fiscal quarter of the Parent listed below, the
ratio beside such fiscal quarter.
Fiscal Quarter Ratio
-------------- -----
June 30, 2002 - September 28, 2002 negative 5.9 to 1.0
September 29, 2002 - December 28, 2002 negative 1.5 to 1.0
December 29, 2002 - March 29, 2003 negative 1.0 to 1.0
1.2 Clause (j) of Section 14.03 of the RPA is hereby deleted
and the following is inserted in its place:
(j) The Adjusted Consolidated Tangible Net Worth
shall, at any time, be less than $200,000,000; or
SECTION 2. Conditions to Effectiveness. The amendments contained in
this Amendment shall not become effective until the Agent shall have received an
executed counterpart of this Amendment duly executed by each party thereto.
SECTION 3. Representations and Warranties. Each of the Seller and the
Servicer reaffirms and restates the representations and warranties set forth in
the RPA and any agreement, document or instrument related thereto, and certifies
that such representations and warranties are true and correct on the date hereof
with the same force and effect as if made on such date, except as they may
specifically refer to an earlier date, in which case they were true and correct
as of such date. In addition, the Seller and the Servicer each represents and
warrants (which representations and warranties shall survive the execution and
delivery hereof) that (a) after giving effect to this Amendment, no Termination
Event (nor any event that but for notice or lapse of time or both would
constitute an Termination Event) shall have occurred and be continuing as of the
date hereof nor shall any Termination Event (nor any event that but for notice
or lapse of time or both would constitute a Termination Event) occur due to this
Amendment becoming effective, (b) the Seller and the Servicer each has the
corporate power and authority to execute and deliver this Amendment and has
taken or caused to be taken all necessary corporate actions to authorize the
execution and delivery of this Amendment, and (c) no consent of any other person
(including, without limitation, shareholders or creditors of the Seller or the
Servicer), and no action of, or filing with any governmental or public body or
authority is required to authorize, or is otherwise required in connection with
the execution and performance of this Amendment other than such that have been
obtained.
SECTION 4. Reference to and Effect on the Documents.
4.1 On and after the date on which this Amendment becomes
effective pursuant to Section 2 of this Amendment, each reference in
the RPA to "this Agreement" shall refer to the RPA as amended hereby
and each reference in the RPA to "hereunder", "hereof", "herein", or
words of like import shall mean and be a reference to the RPA as
amended hereby. On and after the date on which this Amendment becomes
effective pursuant to Section 2 of this Amendment, each reference to
the RPA in any agreement, document or instrument related to the RPA
shall mean and be a reference to the RPA as amended hereby.
4.2 Except as expressly amended above, the RPA shall remain
in full force and effect and is hereby ratified and confirmed in all
respects.
4.3 The execution and delivery of this Amendment shall not,
except as expressly provided herein, operate as a waiver of any right,
power or remedy of the Investor, any Bank or the Agent under the RPA
nor constitute a waiver of any provision of the RPA.
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SECTION 5. Governing Law. THIS AMENDMENT SHALL, IN ACCORDANCE WITH
SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, BE
GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ANY CONFLICTS
OF LAW PRINCIPLES THEREOF THAT WOULD CALL FOR THE APPLICATION OF THE LAWS OF ANY
OTHER JURISDICTION.
SECTION 6. Execution in Counterparts. This Amendment may be executed
in any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed shall be deemed an original and all
of which when taken together shall constitute one and the same agreement.
Delivery of an executed counterpart of a signature page to this Amendment by
telecopier shall be effective as delivery of a manually executed counterpart of
this Amendment.
[Signature pages to follow.]
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed by their respective officers thereunto duly authorized,
as of the date first above written.
SELLER: GSS HOMEPRIDE CORP.
By: /s/ XXXXX X. XXXXXXX
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Name: Xxxxx X. Xxxxxxx
Title: President
INVESTOR: GREENWICH FUNDING CORP.
By: Credit Suisse First Boston,
New York Branch, as its
Attorney-In-Fact
By: /s/ XXXXX X. XXXXXX
-------------------------------
Name: Xxxxx X. Xxxxxx
Title: Director
By: /s/ XXXX XXXXXX
-------------------------------
Name: Xxxx Xxxxxx
Title: Vice President
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BANK: CREDIT SUISSE FIRST BOSTON, NEW YORK
BRANCH
By: /s/ XXXXXXX XXXXXXXX
----------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Director
By: /s/ HANS BALD
----------------------------------
Name: Hans Bald
Title: Managing Director
AGENT: CREDIT SUISSE FIRST BOSTON,
NEW YORK BRANCH, as Agent
By: /s/ XXXXXXX XXXXXXXX
----------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Director
By: /s/ HANS BALD
----------------------------------
Name: Hans Bald
Title: Managing Director
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SERVICER: HOMEPRIDE FINANCE CORP., as Servicer
By: /s/ XXXX XXXXXXX, JR.
--------------------------------
Name: Xxxx Xxxxxxx, Jr.
Title: Vice President
SUB-SERVICER: THE CIT GROUP/SALES FINANCING, INC.
By: XXX X. XXXXXXXXX
--------------------------------
Name: XXX X. XXXXXXXXX
Title: PRESIDENT
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