AMENDMENT NO. 1
Dated as of March 29, 1996
to
RECEIVABLES PURCHASE AND SALE AGREEMENT
Dated as of October 6, 1995
THIS AMENDMENT NO. 1 (the "Amendment") is executed as of March
29, 1996, among SNAP-ON CREDIT CORPORATION, a Wisconsin corporation (the
"Seller"), CORPORATE ASSET FUNDING COMPANY, INC., a Delaware corporation
(the "Investor"), and CITICORP NORTH AMERICA, INC., a Delaware
corporation, individually ("CNAI"), and as agent (the "Agent").
WITNESSETH:
WHEREAS, the Seller, the Investor, CNAI and the Agent are
parties to that certain Receivable Purchase and Sale Agreement dated as of
October 6, 1995 (as the same may be amended, restated, supplemented or
otherwise modified from time to time, the "Investor Agreement");
WHEREAS, the Seller, the Investor, CNAI and the Agent have
agreed to amend the Investor Agreement on the terms and conditions
hereinafter set forth; and
WHEREAS, capitalized terms used herein and not otherwise defined
herein shall have the meanings assigned to such terms in the Investor
Agreement;
NOW, THEREFORE, for good and valuable consideration, the
sufficiency of which is hereby acknowledged, the Seller, the Investor,
CNAI and the Agent agree as follows:
Section 1. Amendment to the Investor Agreement. The Investor
Agreement is hereby amended as follows:
(a) Section 1.01 of the Investor Agreement is amended by
deleting in their entirety the definitions of "Fee Letter" and
"Purchase Limit" set forth therein and substituting in their
respective places, the following:
"Fee Letter" means the letter agreement dated as
of October 6, 1995, among the Seller, the Investor,
Citibank, CNAI, the Agent and the "Agent" under and as
defined in the Parallel Purchase Agreement, as such
letter agreement may be amended, restated,
supplemented or otherwise modified from time to time.
"Purchase Limit" means at any time $150,000,000,
as such amount may be increased pursuant to Section
2.03(b) or reduced pursuant to Section 2.03; provided,
however, that at all times on and after the
Termination Date, the "Purchase Limit" shall mean the
aggregate Capital for all Eligible Assets.
(b) Article II of the Investor Agreement is amended by
deleting Section 2.03 thereof in its entirety and substituting
in its place the following:
SECTION 2.03. Termination or Reduction of the
Purchase Limit; Increase of the Purchase Limit.
(a) The Seller may, upon at least five Business
Days' notice to the Agent, terminate in whole or
reduce in part the unused portion of the Purchase
Limit; provided, however, that each partial reduction
shall be in an amount equal to $1,000,000 or an
integral multiple thereof. On each day on which the
Seller shall, pursuant to Section 2.03 of the Parallel
Purchase Agreement, reduce in part the unused portion
of the "Commitment" (as defined in the Parallel
Purchase Agreement"), the Purchase Limit shall reduce
automatically by an equal amount.
(b) Subject to the terms and conditions set
forth below, the Purchase Limit shall be increased on
April 1, 1996, to $175,000,000, and on August 1, 1996,
to $200,000,000; provided, however, that (i) each such
increase shall be subject to the conditions that (A)
on or before April 1, 1996, or August 1, 1996, as the
case may be, the Agent shall have received any fees
payable in connection with such increase as specified
in the Fee Letter, (B) all of the conditions specified
in Section 3.02 of this Agreement shall be satisfied
as of April 1, 1996, or August 1, 1996, as the case
may be, as though such increase were a Purchase or
reinvestment occurring on such date, (C) the
"Commitment" (under and as defined in the Parallel
Purchase Agreement) shall have been increased such
that after giving effect to any such increase in the
Purchase Limit, the amount of the Purchase Limit and
the amount of the "Commitment" (under and as defined
in the Parallel Purchase Agreement) shall be the same,
(D) the Termination Date shall not have occurred and
(E) prior to April 1, 1996, or August 1, 1996, as the
case may be, there shall have been no reduction of the
Purchase Limit pursuant to Section 2.03(a), and (ii)
no increase in the Purchase Limit shall be made on
August 1, 1996, unless (A) the Purchase Limit shall
have been increased as provided herein on April 1,
1996, and (B) as of August 1, 1996, the aggregate
"Maximum Purchase" (under and as defined in the
Parallel Purchase Agreement) of all "Banks" (under and
as defined in the Parallel Purchase Agreement) other
than Citibank or any of its Affiliates shall at least
equal $55,000,000.
Section 2. Effective Date. This Amendment shall become
effective and shall be deemed effective as of the date first above written
upon the satisfaction of the following conditions precedent: (a) no event
has occurred and is continuing which constitutes an Event of Investment
Ineligibility or would constitute an Event of Investment Ineligibility but
for the requirement that notice be given or time elapse or both; (b) the
Termination Date shall not have occurred; and (c) the Agent shall have
received (i) six copies of this Amendment duly executed by the Seller, the
Investor, CNAI and the Agent, (ii) six copies of Amendment No. 1 of even
date herewith to the Parallel Purchase Agreement duly executed by all
parties thereto, and (iii) a copy of the Fee Letter, as amended and
restated as of the date hereof, duly executed by all parties thereto.
Section 3. Reference to and Effect on the Investor Agreement
and the Related Documents. Upon the effectiveness of this Amendment, (i)
the Seller hereby reaffirms all covenants, representations and warranties
made by it in the Investor Agreement to the extent the same are not
amended hereby and agrees that all such covenants, representations and
warranties shall be deemed to have been remade as of the effective date of
this Amendment and (ii) each reference in the Investor Agreement to "this
Agreement," "hereunder," "hereof," "herein" or words of like import shall
mean and be, and any references to the Investor Agreement in any other
document, instrument or agreement executed and/or delivered in connection
with the Investor Agreement shall mean and be, a reference to the Investor
Agreement as amended hereby.
Section 4. Effect. Except as otherwise amended by this
Amendment, the Investor Agreement shall continue in full force and effect
and is hereby ratified and confirmed.
Section 5. Governing Law. This Amendment will be governed by
and construed in accordance with the laws of the State of New York.
Section 6. Severability. Each provision of this Amendment
shall be severable from every other provision of this Amendment for the
purpose of determining the legal enforceability of any provision hereof,
and the unenforceability of one or more provisions of this Amendment in
one jurisdiction shall not have the effect of rendering such provision or
provisions unenforceable in any other jurisdiction.
Section 7. Counterparts. This Amendment may be executed in one
or more counterparts, each of which shall be deemed to be an original, but
all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed as of the date first above written.
SELLER: SNAP-ON CREDIT CORPORATION
By:
Name: ▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
INVESTOR: CORPORATE ASSET FUNDING COMPANY, INC.
By: Citicorp North America, Inc.,
as Attorney-in-Fact
By:
Name:
Title:
CNAI/AGENT: CITICORP NORTH AMERICA, INC.,
individually and as Agent
By:
Name:
Title:
