FORM 10-K Page 45
Exhibit 2.1(f)
AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT
AMENDMENT dated as of December 31, 1995 (this
"Amendment") of a Receivables Purchase Agreement dated as of
August 11, 1992, previously amended (as previously amended,
the "Receivables Purchase Agreement") between CONE XXXXX
CORPORATION (the "Seller")and DELAWARE FUNDING CORPORATION
(the "Buyer"). Terms defined in the Receivables Purchase
Agreement and not otherwise defined herein have the same
meaning when used herein.
WITNESSETH:
WHEREAS, the Seller and the Buyer are parties to the
Receivables Purchase Agreement; and
WHEREAS, the Seller and the Buyer desire to amend certain
covenants of the Seller in the Receivables Purchase Agreement.
NOW, THEREFORE, the parties hereto, in consideration of
their mutual covenants hereinafter set forth and intending to
be legally bound hereby, agree as follows:
ARTICLE I. Amendment to the Receivable Purchase
Agreement.
The Receivables Purchase Agreement shall be amended as
follows:
a. The definition "Consolidated Net Income" is hereby
added to Section 1.01 of the Receivables Purchase
Agreement and reads as follows:
"Consolidated Net Income" shall mean, for any
period, the net income of the Seller and its
Consolidated Subsidiaries for such period,
excluding non-cash equity earnings or losses from
unconsolidated foreign affiliates.
b. The definition of "EBIT" in Section 6.02(j)(i) of
the Receivables Purchase Agreement is hereby
amended to read as follows:
"EBIT" shall mean, for any period, the sum for the
Seller and its Consolidated Subsidiaries
(determined on a consolidated basis without
FORM 10-K Page 46
Exhibit 2.1(f) (continued)
duplication in accordance with GAAP) of (a)
Consolidated Net Income for such period plus (b)
the aggregate amount deducted in determining
Consolidated Net Income in respect of Consolidated
Interest Expense and income taxes for such period.
c. Section 6.02(j)(ii) of the Receivables Purchase
Agreement is hereby amended as follows:
(i) The date "January 1, 1996" in the definition
of "Debt Ratio" is deleted and such date is
replaced with the date "January 1, 1997."
(ii) The definition of "Adjusted Cash Flow" is
amended to read as follows:
"Adjusted Cash Flow" shall mean, for any
period, the sum for the Seller and its
Consolidated Subsidiaries (determined on a
consolidated basis without duplication in
accordance with GAAP) of (a) Consolidated Net
Income for such period determined before
giving effect to any net gain or loss with
respect to discontinued operations during such
period, plus (b) the aggregate amount deducted
in determining the amount determined pursuant
to clause (a) for such period in respect of
(1) depreciation and amortization and (2) any
increase (or minus the aggregate amount added
in respect of any decrease) in deferred tax
liabilities.
ARTICLE II. Governing Law.
This Amendment shall be governed by and construed in
accordance with the laws of the State of New York.
ARTICLE III. Counterparts.
This Amendment may be executed in any number of
counterparts, all of which taken together shall constitute one
agreement, and any of the parties hereto may execute this
Amendment by signing such counterpart.
IN WITNESS WHEREOF, each of the parties hereto have
caused a counterpart of this Amendment to be duly executed as
of the date first above written.
FORM 10-K Page 47
Exhibit 2.1(f) (continued)
DELAWARE FUNDING CORPORATION
By: X. X. Xxxxxx Delaware,
as attorney-in-fact
for Delaware Funding Corporation
By: /s/ Xxxxxxx X. Xxxxx
Authorized signatory
Associate
Title
CONE XXXXX CORPORATION
By: /s/ Xxxxx X. Xxxx
Authorized signatory
Treasurer
Title
