Exhibit 4.2
AMENDMENT
TO
AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT
AMENDMENT TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT
(this "Amendment") dated as of September 27, 2001 among Three Rivers Funding
Corporation ("TRFCO"), Exide U.S. Funding Corporation (the "Seller") and Exide
Technologies (formerly known as Exide Corporation) (the "Servicer").
Preliminary Statements. (1) TRFCO, the Seller and the Servicer are
parties to an Amended and Restated Receivables Purchase Agreement dated as of
September 29, 2000 (the "Receivables Purchase Agreement"; other capitalized
terms not defined herein shall have the meanings attributed to them in the
Receivables Purchase Agreement); and
(2) TRFCO, the Seller and the Servicer wish to amend the Receivables
Purchase Agreement in accordance with Section 1 below.
NOW, THEREFORE, the parties agree as follows:
SECTION 1. AMENDMENTS TO RECEIVABLES PURCHASE AGREEMENT
The Receivables Purchase Agreement is amended effective as of the date first
above written as follows:
1.1 The definition of the term "Credit Enhancement Floor" is hereby
amended to read in its entirety as follows:
"'Credit Enhancement Floor' shall mean, with respect to any
Settlement Date and the Effective Date, the sum of (a) fifteen
percent (15%), plus (b) the Expected Dilution with respect to each
Dilution Factor as of such date."
1.2 The parties hereto agree that, effective as of the date hereof, the
definition of the term "Credit Enhancement Reserve" set forth in Section
1.01 of the Receivables Purchase Agreement is hereby amended by replacing
the language "(x) the Settlement Period Amount with respect to the related
Settlement Period times 6, plus" set forth in subsection (2) therein with
"(x) the Settlement Period Reserve, plus".
1.3 The parties hereto agree that, effective as of the date hereof,
Section 1.01 of the Receivables Purchase Agreement is hereby amended by
adding the following definition in proper alphabetical order:
"'D&B' shall mean Dun & Bradstreet."
1.4 The parties hereto agree that, effective as of the date hereof,
Section 1.01 of the Receivables Purchase Agreement is hereby amended by
adding the following definition in proper alphabetical order:
"'D&B Rating' shall mean the rating given to an Obligor by D&B.
1.5 The parties hereto agree that, effective as of the date hereof, the
definition of the term "Servicer's Compensation Reserve" set forth in
Section 1.01 of the Receivables Purchase Agreement is hereby amended by
replacing "three" set forth in (b) therein with "one and one half (1.5)".
1.6 The parties hereto agree that, effective as of the date hereof, the
Receivables Purchase Agreement is hereby amended by adding the following
definition in proper alphabetical order:
"'Settlement Period Reserve' shall mean, with respect to any
Settlement Period, an amount equal to the result of (X) the
Settlement Period Amount for such Settlement Period, divided by (Y)
the actual number of days in such Settlement Period, times (Z) the
product of the Days Sales Outstanding as of the last day of the most
recently completed Accounting Period times 1.5."
1.7 The parties hereto agree that, effective as of the date hereof,
Section 5.06(b) of the Receivables Purchase Agreement is hereby amended by
replacing the language "the Settlement Period Amount times 6, plus" set
forth as subsection (3) therein, with "the Settlement Period Reserve,
plus".
1.8 The Parties hereto agree that, effective as of the date hereof,
Exhibit I to the Receivables Purchase Agreement is hereby amended by
replacing it in its entirety with the Exhibit I attached hereto, and that
the Special Concentration Limit for each Obligor named therein will be the
percentage set forth opposite the line describing the characteristics
applicable to such Obligor.
SECTION 2: OTHER CONSIDERATIONS
2.1 The Parties hereto agree that, effective as of the date hereof, each
Settlement Statement will set forth the current D&B Rating of Genuine Auto
Parts.
2.2 The Seller agrees that, effective as of the date hereof, the Seller
will provide TRFCO annually with a copy of the audited financial
statements of Genuine Auto Parts promptly after the preparation thereof.
SECTION 3: CONDITIONS PRECEDENT
The effectiveness of this Amendment shall be subject to the conditions precedent
that TRFCO shall have received this Amendment executed by each party hereto.
SECTION 4: CONFIRMATION OF RECEIVABLES PURCHASE AGREEMENT
Except as herein expressly amended, the Receivables Purchase Agreement is
ratified and confirmed in all respects and shall remain in full force and effect
in accordance with its terms. All references in the Program Documents to the
Receivables Purchase Agreement on and after the date hereof shall be deemed to
refer to the Receivables Purchase Agreement as amended by this Amendment, and as
hereinafter amended or restated.
SECTION 5: GOVERNING LAW
THIS AGREEMENT OF AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAWS
PRINCIPLES THEREOF.
SECTION 6: EXECUTION IN COUNTERPARTS
This Agreement of Amendment may be executed in any number of counterparts, each
of which when so executed shall be deemed to be an original and all of which
when taken together shall constitute one and the same agreement.
IN WITNESS WHEREOF, the parties hereto, by their duly authorized
signatories, have executed and delivered this Agreement of Amendment as of the
date first above written.
THREE RIVERS FUNDING CORPORATION
By:_____________________________________
Title:__________________________________
Address:
c/o Global Securitization Services, LLC
000 Xxxx 00xx Xxxxxx, Xxxxx 0000
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xx. Xxxxxxx X. Xxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
with a copy of all notices to:
Mellon Bank, N.A., as Referral Agent
One Mellon Bank Center - Room 0410
Pittsburgh, Pennsylvania 15258-0001
Attention: Xx. Xxxxxxxx X. Xxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
EXIDE U.S. FUNDING CORPORATION
By:_____________________________________
Title:__________________________________
Address:
000 Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxx, Xxx Xxxxxx 00000
Attention: Xx. Xxxxxx X. X'Xxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
EXIDE TECHNOLOGIES
By:_____________________________________
Title:__________________________________
Address:
000 Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxx, Xxx Xxxxxx 00000
Attention: Xx. Xxxxxx X. X'Xxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
