FIRST AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT
and
SECOND AMENDMENT TO CERTIFICATE PURCHASE AGREEMENT
(Series 1996-1, Class A)
This First Amendment to the Receivables Purchase Agreement and
Second Amendment to the Certificate Purchase Agreement (Series 1996-1,
Class A) (this "Amendment") dated as of January 27, 1997, is made among
INTER-CITY PRODUCTS CORPORATION (USA), a Delaware corporation ("ICP" or
"Initial Servicer"), INTER-CITY PRODUCTS PARTNER CORPORATION, a
Delaware corporation ("ICPPC"), GENERAL HEATING AND COOLING COMPANY, a
Delaware corporation ("General"), COASTLINE DISTRIBUTION, INC. a
Delaware corporation ("Coastline" and, together with ICP, ICPPC and
General, the "Sellers"), INTER-CITY PRODUCTS RECEIVABLES COMPANY, L.P.,
a Tennessee limited partnership ("Buyer" or "Transferor"), ANAGRAM
FUNDING CORP., a Delaware corporation ("Anagram" and, together with its
permitted assigns, the "Purchaser(s)"), and ABN AMRO CHICAGO
CORPORATION (as successor to The Chicago Corporation), as agent for the
Purchaser(s) (in that capacity, together with any successors in that
capacity, "Agent").
REFERENCE IS MADE to (i) the Receivables Purchase Agreement
(the "Receivables Purchase Agreement") dated as of July 25, 1996, among
Sellers and Buyer and (ii) the Certificate Purchase Agreement (Series
1996-1, Class A) dated as of July 25, 1996, among Transferor, Initial
Servicer, Anagram and Agent (as amended by the First Amendment to the
Certificate Purchase Agreement (Series 1996-1, Class A) dated as of
December 1, 1996, the "1996-1 Class A Certificate Purchase Agreement").
WHEREAS, Section 10.1 of the Receivables Purchase Agreement
provides that the Receivables Purchase Agreement may be amended by
Sellers and Buyer.
WHEREAS, Section 10.1 of the 1996-1 Class A Certificate
Purchase Agreement provides that the 1996-1 Class A Certificate
Purchase Agreement may be amended by Transferor, ICP and Initial
Servicer if such amendment is consented to in writing by the Required
Purchasers (as defined therein).
WHEREAS, pursuant to (i) the Stock and Asset Purchase Agreement
dated as of January 27, 1997 between ICP and A&C Distributors, Inc.
(the "Purchase Agreement"), ICP is selling certain branches engaged in
the business of selling air conditioning and heating parts and
equipment as distributors ("Sold Branches") and ICP is selling its
equity interest in Coastline.
WHEREAS, the parties hereto wish to amend the Receivables
Purchase Agreement and the 1996-1 Class A Certificate Purchase
Agreement.
NOW, THEREFORE, it is hereby agreed that, effective as of the
opening of business on January 27, 1997:
1.Attached hereto as Exhibit A is a Xxxx of Sale dated as of
the date hereof between Inter-City Products Corporation (USA) ("ICP")
and LaSalle National Bank, as Trustee ("Trustee") of the Inter-City
Products Receivables Master Trust (the "Trust") (the "Xxxxxx Xxxx of
Sale"), and attached hereto as Exhibit B is a Xxxx of Sale dated as of
the date hereof between Coastline Distribution, Inc. ("Coastline") and
Trustee (the "Coastline Xxxx of Sale"), pursuant to which certain
receivables of the Trust shall be sold to ICP and Coastline,
respectively.
(a)Notwithstanding the provisions of the Receivables Purchase
Agreement, the Acquired Receivables, as defined in each Xxxx of Sale,
may be purchased by the Buyer thereunder in accordance with the terms
of the respective Xxxx of Sale.
(b)Coastline shall no longer be a Seller under the Receivables
Purchase Agreement and upon payment of the consideration provided in
the Coastline Xxxx of Sale, Coastline shall have no further obligations
under the Receivables Purchase Agreement.
(c)ICP represents and warrants that the Acquired Receivables
being purchased by it pursuant to the Xxxxxx Xxxx of Sale are
receivables originated by the Sold Branches and such Sold Branches have
been sold by ICP pursuant to the Purchase Agreement.
(d)Coastline represents and warrants that the Acquired
Receivables being purchased by it pursuant to the Coastline Xxxx of
Sale are receivables originated by Coastline and that Coastline has
been sold by ICP pursuant to the Purchase Agreement.
2.Section 4.2(a) of the 1996-1 Class A Certificate Purchase
Agreement is hereby amended as follows:
The reference to "0.65%" is hereby deleted and replaced with
"0.80%".
3.Section 2.3(b)(i)(C) of the 1996-1 Class A Certificate
Purchase Agreement is hereby amended as follows:
The reference to "0.03%" is hereby deleted and replaced with
"0.06%".
4.The terms of the Receivables Purchase Agreement and the 1996-
1 Class A Certificate Purchase Agreement shall continue in full force
and effect as amended and modified by this Amendment.
5.This Amendment may be executed in several counterparts, and
all so executed shall constitute one and the same Amendment.
* * * * *
IN WITNESS WHEREOF, the parties hereto have caused his
Amendment to be executed on their behalf by their officers duly
authorized thereunto, as of the day and year first above written.
INTER-CITY PRODUCTS CORPORATION
(USA)
By: _________________________
Name:
Title:
INTER-CITY PRODUCTS PARTNER
CORPORATION
By: _________________________
Name:
Title:
GENERAL HEATING AND COOLING
COMPANY
By: _________________________
Name:
Title:
COASTLINE DISTRIBUTION, INC.
By: _________________________
Name:
Title:
INTER-CITY PRODUCTS RECEIVABLES
COMPANY, L.P.
By: Inter-City Products Partner
Corporation
Its: General Partner
By: _________________________
Name:
Title:
ANAGRAM FUNDING CORP.
By: _________________________
Name:
Title:
ABN AMRO CHICAGO CORPORATION
By: _________________________
Name:
Title:
EXHIBIT A
FORM OF
XXXX OF SALE
THIS XXXX OF SALE (this "Xxxx of Sale") dated as of January 27, 1997, is
made among Inter-City Products Corporation (USA) ("ICP"), a Delaware
corporation ("Buyer"), and LaSalle National Bank, as Trustee of the Inter-
City Products Receivables Master Trust ("Seller").
WHEREAS, ICP is a party to a Receivables Purchase Agreement dated as of
July 25, 1996 among ICP, Inter-City Products Partner Corporation, a Delaware
corporation, certain subsidiaries of ICP and Inter-City Products Receivables
Company, L.P., a Tennessee limited partnership ("ICPRC")(the "Receivables
Purchase Agreement"), whereby ICP sells, transfers, assigns, sets over and
conveys to ICPRC certain of its receivables. Capitalized terms used but not
defined herein have the meanings ascribed to them in the Receivables Purchase
Agreement.
WHEREAS, pursuant to a Pooling and Servicing Agreement dated as of July
25, 1996 among ICPRC, ICP and Seller, ICPRC transfers its interests in the
receivables it purchases pursuant to the Receivables Purchase Agreement to
Seller.
NOW, THEREFORE, the parties hereto agree as follows:
1. Seller hereby sells, transfers, assigns, sets over and conveys to
Buyer, its successors and assigns, to have and to hold forever, all of the
receivables described on the attached ACQUIRED RECEIVABLES SCHEDULE (the
"Acquired Receivables").
2. Seller shall deliver to Buyer UCC-3 Financing Statements (i)
executed by ICPRC as secured party/purchaser releasing the Acquired
Receivables from the collateral described in the UCC-1 Financing Statements
filed on or about July 25, 1996 of ICP as seller/debtor and (ii) executed by
Trustee as secured/party purchaser releasing the Acquired Receivables from
the collateral described in the UCC-1 Financing Statements of ICPRC as
seller/debtor.
3. As consideration for the purchase of Acquired Receivables, Buyer
shall deliver $ by wire transfer of immediately available funds to
an account designated by Seller.
4. Seller, by its execution of this Xxxx of Sale, by its acceptance of
this Xxxx of Sale, each hereby acknowledges and agrees that neither the
representations nor warranties nor the rights and remedies of any party under
the Receivables Purchase Agreement shall be deemed enlarged, modified or
altered in any way by this instrument.
IN WITNESS WHEREOF, the Seller and the Buyer have caused this instrument
to be duly executed under seal as of and on the date first above written.
LASALLE NATIONAL BANK, as Trustee
By:
--------------------------------
Its:
-------------------------------
INTER-CITY PRODUCTS
CORPORATION (USA)
By:
--------------------------------
Its:
-------------------------------
EXHIBIT B
FORM OF
XXXX OF SALE
THIS XXXX OF SALE (this "Xxxx of Sale") dated as of January 27, 1997, is
made among Coastline Distribution, Inc. ("CDI"), a Delaware corporation
("Buyer"), and LaSalle National Bank, as Trustee of the Inter-City Products
Receivables Master Trust ("Seller").
WHEREAS, CDI is a party to a Receivables Purchase Agreement dated as of
July 25, 1996 among ICP, Inter-City Products Partner Corporation, a Delaware
corporation, CDI, certain subsidiaries of ICP and Inter-City Products
Receivables Company, L.P., a Tennessee limited partnership ("ICPRC")(the
"Receivables Purchase Agreement"), whereby CDI sells, transfers, assigns,
sets over and conveys to ICPRC certain of its receivables. Capitalized terms
used but not defined herein have the meanings ascribed to them in the
Receivables Purchase Agreement.
WHEREAS, pursuant to a Pooling and Servicing Agreement dated as of July
25, 1996 among ICPRC, ICP and Seller, ICPRC transfers its interests in the
receivables it purchases pursuant to the Receivables Purchase Agreement to
Seller.
NOW, THEREFORE, the parties hereto agree as follows:
1. Seller hereby sells, transfers, assigns, sets over and conveys to
Buyer, its successors and assigns, to have and to hold forever, all of the
receivables described on the attached ACQUIRED RECEIVABLES SCHEDULE (the
"Acquired Receivables").
2. Seller shall deliver to Buyer UCC-3 Financing Statements (i)
executed by ICPRC as secured party/purchaser releasing the Acquired
Receivables from the collateral described in the UCC-1 Financing Statements
filed on or about July 25, 1996 of CDI as seller/debtor and (ii) executed by
Trustee as secured/party purchaser releasing the Acquired Receivables from
the collateral described in the UCC-1 Financing Statements of ICPRC as
seller/debtor.
3. As consideration for the purchase of Acquired Receivables, Buyer
shall deliver (i) $ by wire transfer of immediately available funds
to an account designated by Seller and (ii) the Buyer Note dated as of July
25, 1996 between ICPRC and CDI to ICPRC with an outstanding balance of
principal and accrued interest thereon of $ as of the date hereof.
Such Buyer Note shall be deemed canceled upon such delivery.
4. Seller, by its execution of this Xxxx of Sale, by its acceptance of
this Xxxx of Sale, each hereby acknowledges and agrees that neither the
representations nor warranties nor the rights and remedies of any party under
the Receivables Purchase Agreement shall be deemed enlarged, modified or
altered in any way by this instrument.
IN WITNESS WHEREOF, the Seller and the Buyer have caused this instrument
to be duly executed under seal as of and on the date first above written.
LASALLE NATIONAL BANK, as Trustee
By:
--------------------------------
Its:
-------------------------------
COASTLINE DISTRIBUTION, INC.
By:
--------------------------------
Its:
-------------------------------
