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EXHIBIT 10c
THIRD AMENDMENT
TO
RECEIVABLES PURCHASE AGREEMENT
This Third Amendment to Receivables Purchase Agreement, dated as of
October 1, 1997, (this "Amendment") is among THE STANDARD PRODUCTS FUNDING
CORPORATION, a Delaware corporation ("Seller"), THE STANDARD PRODUCTS COMPANY,
an Ohio corporation ("Standard"), CLIPPER RECEIVABLES CORPORATION, a Delaware
corporation ("Purchaser"), STATE STREET BOSTON CAPITAL CORPORATION, a
Massachusetts corporation ("Administrator") and NATIONAL CITY BANK a national
bank ("NCB"). Unless otherwise indicated, terms defined in Appendix A to the
Receivables Purchase Agreement have the same meanings when used herein.
SECTION 1 AMENDMENTS. The following amendments to the Receivables
Purchase Agreement shall be effective upon satisfaction of the conditions in
Section 3 of this Amendment.
SECTION 1.1 Amendments to Appendix A: Definitions. In Appendix A
to the Receivables Purchase Agreement, clause (c) of the definition of
"Termination Date" is hereby amended by replacing the reference to
September 22, 1998 with November 1, 2000 and each of the definitions of
"Obligor Concentration Limit" and "Stockholder's Equity" is hereby
deleted in its entirety and replaced with the following:
Obligor Concentration Limit means, at any time, in relation to
the aggregate Unpaid Balance of Receivables owed by any single
Obligor and its Affiliated Obligors (if any) an amount equal to
following applicable percentage of the lesser of (A) $50,000,000
and (B) the aggregate Unpaid Balance of Eligible Receivables at
such time (i) 12% in the case of Ford and its affiliates or any
other Obligor approved in writing by the Administrator and the
Rating Agencies if such Obligor's short-term debt obligations are
rated at least A-1 by S&P and P-1 by Xxxxx'x; (ii) 10% in the case
of General Electric and its affiliates or any Obligor approved in
writing by the Administrator and the Rating Agencies if such
Obligor's short-term debt obligations are rated at least A-1 by S&P
and P-1 by Xxxxx'x; (iii) 8% in the case of Chrysler and its
affiliates or any Obligor approved in writing by the Administrator
and the Rating Agencies if such Obligor's short-term debt
obligations are rated at least A-1 by S&P and P-2 by Xxxxx'x; (iv)
4% if such Obligor's short-term debt obligations are not rated at
least A-1 by S&P and P-1 by Xxxxx'x and if such Obligor's long-term
unsecured debt obligations are rated at least BBB by S&P and Baa2
by Xxxxx'x and (v) 2% if such Obligor's unsecured long-term debt
obligations are not rated or are rated BBB- or Baa3 or less by S&P
or Xxxxx'x, respectively.
"Stockholder's Equity" means the excess (as determined on a
consolidated basis and in accordance with GAAP, but excluding from
all such determinations any "foreign currency translation
adjustments" reflected in the consolidated financial statements of
Standard and its consolidated subsidiaries under the heading
"Shareholder's Equity") of the net book value (after deducting all
applicable valuation reserves and without consideration to any
reappraisal or write-up of assets after the date hereof other than
any
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Permitted Write-up) of all of the assets (i.e., including
intangibles such as patents, costs of businesses over net assets
acquired and goodwill arising out of the Acquisition) of Standard
and its consolidated subsidiaries on a consolidated basis over
total consolidated liabilities.
SECTION 2 REPRESENTATIONS AND WARRANTIES. Seller and Standard hereby
represent and warrant to the Purchaser, Administrator and NCB that:
(a) The execution and delivery by them of this Amendment and the
performance of their obligations under the Receivables Purchase Agreement
as amended by this Amendment (as amended, the "Amended Agreement"), are
within their corporate powers, have been duly authorized by all necessary
corporate action, have received all necessary governmental and other
consents and approvals (if any shall be required) and do not and will not
contravene or conflict with, or create a lien under, (i) any provision of
law, (ii) their constituent documents, (iii) any court or administrative
decree applicable to them, or (iv) any contractual restriction binding
upon them or their property.
(b) The representations and warranties of Seller contained in
Section 6.01 of the Receivables Purchase Agreement are true and correct
as of the date of Seller's execution and delivery of this Amendment and
after giving effect hereto (except for those representations and
warranties that relate solely to an earlier date).
(c) This Amendment has been duly executed and delivered by them, and
the Amended Agreement is their legal, valid and binding obligation,
enforceable against them in accordance with its terms.
(d) After giving effect to this Amendment, no Liquidation Event or
Unmatured Liquidation Event shall have occurred and be continuing.
SECTION 3 CONDITIONS TO EFFECTIVENESS. This Amendment shall be effective
as of September 30, 1997 when the following conditions shall have been
satisfied (the "Condition Satisfaction Date"):
SECTION 3.1 Delivery of Counterparts. The Administrator shall
have received (by telecopy or otherwise) counterparts of this Amendment or the
signature pages hereto, executed by each of Seller, Standard, Purchaser,
Administrator and NCB.
SECTION 3.2 Other Conditions. The conditions set forth in
Section 5.02 of the Receivables Purchase Agreement shall be satisfied with the
same effect as if a Purchase were to be made on the Condition Satisfaction Date.
SECTION 4 MISCELLANEOUS PROVISIONS.
SECTION 4.1 Reaffirmation. As hereby amended, the Receivables
Purchase Agreement is hereby ratified and reaffirmed by Seller and Standard.
SECTION 4.2 Costs and Expenses. Seller and Standard, jointly
and severally, hereby agree to pay on demand all costs and expenses incurred
by the Administrator and NCB
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(including legal fees and other charges of counsel to the Administrator
and NCB) in connection with the preparation, execution and delivery of
this Amendment.
SECTION 4.3 Captions. The various captions in this Amendment
are included for convenience only and shall not affect the meaning or
interpretation of any provision of this Amendment.
SECTION 4.4 GOVERNING LAW. THIS AGREEMENT, INCLUDING THE RIGHTS
AND DUTIES OF THE PARTIES HERETO, SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT
REFERENCE TO PRINCIPLES OF CONFLICTS OF LAW, EXCEPT TO THE EXTENT THAT
THE PERFECTION OF THE INTERESTS OF PURCHASER IN THE RECEIVABLES OR
RELATED PROPERTY IS GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN
THE STATE OF NEW YORK.
SECTION 4.5 Execution in Counterparts. This Amendment may be
executed in any number of counterparts and by the different parties
hereto in separate 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 Amendment.
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IN WITNESS WHEREOF, the parties have caused this Amendment to be executed
by their respective officers thereunto duly authorized.
THE STANDARD PRODUCTS FUNDING
CORPORATION
By: /s/ Xxxxxxx X. Xxxx
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Title: Treasurer
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THE STANDARD PRODUCTS COMPANY
By: /s/ Xxxxxx X. Xxxxxx, Xx.
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Title: Vice President and CFO
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CLIPPER RECEIVABLES CORPORATION
By: /s/ Xxxx X. Xxxxxxx
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Title: Secretary
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STATE STREET BOSTON CAPITAL
CORPORATION
By: /s/ Xxxxx Xxxxxxxx
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Title: Managing Director
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NATIONAL CITY BANK
By: /s/ Xxxxxxxx X. Xxxx
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Title: Vice President
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ACKNOWLEDGED AND AGREED:
NATIONAL CITY BANK, as a Facility Bank
By: /s/ Xxxxxxxx X. Xxxx
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Name: Xxxxxxxx X. Xxxx
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Title: Vice President
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NATIONAL CITY BANK, as a Liquidity Bank,
a Ford Concentration Bank and a Chrysler
Concentration Bank
By: /s/ Xxxxxxxx X. Xxxx
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Name: Xxxxxxxx X. Xxxx
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Title: Vice President
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COMERICA BANK, as a Liquidity Bank, a Ford
Concentration Bank and a Chrysler Concentration Bank
By: /s/ Xxxxxxx X. Xxxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxxx
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Title: Account Officer
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NBD BANK, as a Liquidity Bank, a Ford Concentration
Bank and a Chrysler Concentration Bank
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
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Title: Vice President
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KEYBANK NATIONAL ASSOCIATION fka
SOCIETY NATIONAL BANK, as a Liquidity
Bank, a Ford Concentration Bank and a Chrysler
Concentration Bank
By: /s/ Xxxxxx X. Xxxxxxxx
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Name: Xxxxxx X. Xxxxxxxx
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Title: Vice President
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