EXHIBIT 10.18.1
AMENDMENT NO. 1 TO
THE AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT
AMENDMENT NO. 1 (the "Amendment"), dated as of October 24, 2001, to
the Amended and Restated Receivables Purchase Agreement, dated as of January 2,
2001, among CADMUS RECEIVABLES CORP., as seller, CADMUS COMMUNICATIONS
CORPORATION, as master servicer, BLUE RIDGE ASSET FUNDING CORPORATION, as
purchaser and WACHOVIA BANK, N.A., as agent (as amended, modified or
supplemented from time to time, the "Receivables Purchase Agreement").
Capitalized terms used and not defined herein shall have the same meanings as
defined in the Receivables Purchase Agreement.
WHEREAS, the parties hereto desire to amend the Receivables Purchase
Agreement as hereinafter set forth;
NOW THEREFORE, in consideration of the premises and the other mutual
covenants contained herein, the parties hereto agree as follows:
SECTION 1. Amendments.
1.1. Sub-section (a) of the definition of "Funding Termination
Date" in Appendix A to the Receivables Purchase Agreement is
hereby amended and restated in its entirety as follows:
"(a) October 23, 2002;"
1.2. Section 1.1 of the Receivables Purchase Agreement is hereby
amended and restated in its entirety as follows:
"Upon the terms and subject to the conditions of
this Agreement (including, without limitation,
Article V), from time to time during the Revolving
Period, the Seller may request that the Purchaser
purchase from the Seller ownership interests in Pool
Receivables and Related Assets, and the Purchaser
shall make such purchase (each being a "PURCHASE");
PROVIDED THAT no Purchase shall be made by the
Purchaser if, after giving effect thereto, either
(a) the Invested Amount would exceed $45,000,000 (as
adjusted pursuant to Section 3.2(b)) (the "PURCHASE
LIMIT"), or (b) the Asset Interest, expressed as a
percentage of Net Pool Balance, would exceed 100%;
and provided, further that (i) each Purchase made
pursuant to this Section 1.1 shall have a purchase
price equal to at least $10,000, (ii) Purchases made
pursuant to this Section 1.1 shall occur on
Settlement Dates and on up to two (2) additional
Business Days in any Settlement Period, and (iii)
the number of Purchases pursuant to this Section 1.1
and
Aggregate Reductions pursuant to Section 3.2(b)
shall not exceed, in the aggregate, three (3) in any
Settlement Period (or two (2) in any Settlement
Period in which at least one of such Purchases or
one of such Aggregate Reductions does not occur on
the applicable Settlement Date)."
1.3. Section 6.1(i) of the Receivables Purchase Agreement is
hereby amended and restated in its entirety as follows:
"(i) Financial Condition. (x) The consolidated balance sheet
of the Master Servicer and its Consolidated Subsidiaries as
at June 30, 2001, and the related statements of income,
shareholders' equity and cash flows for the Fiscal Year then
ended, reported on by Xxxxxx Xxxxxxxx LLP, independent
certified public accountants, copies of which have been
furnished to the Agent, fairly present, in conformity with
GAAP, the consolidated financial condition of the Master
Servicer and its Consolidated Subsidiaries as of such date
and their consolidated results of operations and cash flows
for such period stated, and there are no material liabilities
or unusual forward obligations that are not set forth
therein, (y) the balance sheet of the Seller as at June 30,
2001, certified by the chief financial officer or treasurer
of the Seller by means of a Certificate of Financial Officer,
copies of which have been furnished to the Agent, fairly
presents in all material respects the financial condition,
assets and liabilities of the Seller as at such date, all in
accordance with GAAP consistently applied, and (z) since June
30, 2001, there has been no material adverse change in the
Seller's financial condition, business or operations."
1.4. Section 6.1(j) of the Receivables Purchase Agreement is
hereby amended and restated in its entirety as follows:
"(j) Material Adverse Effect: Since June 30, 2001 there has
been no event, act, condition, circumstance or occurrence
which would have a Material Adverse Effect."
SECTION 2. Representations and Warranties. Each Seller Party
hereby certifies that each of the representations and warranties set forth in
Article VI of the Receivables Purchase Agreement as amended hereby is true and
correct on the date hereof, as if each such representation and warranty were
made on the date hereof.
SECTION 3. Receivables Purchase Agreement in Full Force and
Effect as Amended. Except as specifically amended hereby, the Receivables
Purchase Agreement shall remain in full force and effect. All references to the
Receivables Purchase Agreement shall be deemed to mean the Receivables Purchase
Agreement as modified hereby. This Amendment shall not constitute a novation of
the Receivables Purchase Agreement, but shall constitute an amendment thereof.
The parties hereto agree to be bound by the terms and conditions of the
Receivables
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Purchase Agreement, as amended by this Amendment, as though such terms and
conditions were set forth herein.
SECTION 4. Miscellaneous.
(a) 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 shall be deemed to be an original instrument but all of which together
shall constitute one and the same agreement. Delivery of an executed
counterpart of a signature page by facsimile shall be effective as delivery of
a manually executed counterpart of this Amendment.
(b) 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.
(c) This Amendment may not be amended or otherwise modified
except as provided in the Agreement.
(d) THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
UNDER THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
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IN WITNESS WHEREOF, the parties have caused this Amendment to be
executed by their respective officers thereunto duly authorized, as of the date
first above written.
CADMUS RECEIVABLES CORP.,
as Seller
By:
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Name:
Title:
CADMUS COMMUNICATIONS CORPORATION,
as Master Servicer
By:
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Name:
Title:
BLUE RIDGE ASSET FUNDING CORPORATION,
as Purchaser
By Wachovia Bank, N.A.,
as Attorney-In-Fact
By:
----------------------------------------
Name:
Title:
WACHOVIA BANK, N.A.,
as Agent
By:
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Name:
Title:
