AMENDMENT NO. 1
Dated as of March 29, 1996
to
RECEIVABLES PURCHASE AND SALE AGREEMENT
Dated as of October 6, 1995
THIS AMENDMENT NO. 1 (the "Amendment") is executed as of March
29, 1996, among SNAP-ON CREDIT CORPORATION, a Wisconsin corporation (the
"Seller"), THE BANKS parties to the "Parallel Purchase Agreement" referred
to below (the "Banks"), and CITICORP NORTH AMERICA, INC., a Delaware
corporation, individually ("CNAI"), and as agent (the "Agent").
WITNESSETH:
WHEREAS, the Seller, the Banks, CNAI and the Agent are parties
to that certain Receivable Purchase and Sale Agreement dated as of October
6, 1995 (as the same may be amended, restated, supplemented or otherwise
modified from time to time, the "Parallel Purchase Agreement");
WHEREAS, the Seller, the Banks, CNAI and the Agent have agreed
to amend the Parallel Purchase Agreement on the terms and conditions
hereinafter set forth; and
WHEREAS, capitalized terms used herein and not otherwise defined
herein shall have the meanings assigned to such terms in the Parallel
Purchase Agreement;
NOW, THEREFORE, for good and valuable consideration, the
sufficiency of which is hereby acknowledged, the Seller, the Banks, CNAI
and the Agent agree as follows:
Section 1. Amendment to the Parallel Purchase Agreement. The
Parallel Purchase Agreement is hereby amended as follows:
(a) Section 1.01 of the Parallel Purchase Agreement is
amended by deleting in their entirety the definitions of
"Commitment," Fee Letter" and "Majority Banks" set forth therein
and substituting in their respective places, the following:
"Commitment" means at any time, $150,000,000, as
such amount may be increased pursuant to Section
2.03(b) or reduced pursuant to Section 2.03; provided,
however, that at all times on and after the
Termination Date, the "Commitment" shall mean the
aggregate Capital for all Eligible Assets.
"Fee Letter" means the letter agreement dated as
of October 6, 1995, among the Seller, Corporate Asset
Funding Company, Inc., Citibank, CNAI, the Agent and
the "Agent" under and as defined in the Investor
Agreement, as such letter agreement may be amended,
restated, supplemented or otherwise modified from time
to time.
"Majority Banks" means, at any time, such Banks
as shall then have outstanding Capital of Percentage
Interests in an aggregate amount exceeding 66-2/3% of
the aggregate amount of Capital outstanding hereunder,
and if at such time no Capital is outstanding
hereunder, such Banks as shall have Percentages
aggregating more than 66-2/3%; provided, however, that
if at any time, but for the application of this
proviso, Citibank alone would constitute the Majority
Banks pursuant to this definition, then "Majority
Banks" shall mean, at such time, Citibank and at least
one other Bank.
(b) Article II of the Parallel Purchase Agreement is
amended by deleting Section 2.03 thereof in its entirety and
substituting in its place the following:
SECTION 2.03. Termination or Reduction of the
Commitment; Increase of the Commitment.
(a) The Seller may, upon at least five Business
Days' notice to the Agent, terminate in whole or
reduce in part the unused portion of the Commitment;
provided, however, that each partial reduction shall
be in an amount equal to $1,000,000 or an integral
multiple thereof. On each day on which the Seller
shall, pursuant to Section 2.03 of the Investor
Agreement reduce in part the unused portion of the
"Purchase Limit" (as defined in the Investor
Agreement"), the Commitment shall reduce automatically
by an equal amount.
(b) Subject to the terms and conditions set
forth below, the Commitment shall be increased on
April 1, 1996, to $175,000,000, and on August 1, 1996,
to $200,000,000; provided, however, that (i) each such
increase shall be subject to the conditions that (A)
on or before April 1, 1996, or August 1, 1996, as the
case may be, the Agent shall have received any fees
payable in connection with such increase as specified
in the Fee Letter, (B) all of the conditions specified
in Section 3.02 of this Agreement shall be satisfied
as of April 1, 1996, or August 1, 1996, as the case
may be, as though such increase were a Purchase or
reinvestment occurring on such date, (C) the "Purchase
Limit" (under and as defined in the Investor
Agreement) shall have been increased such that after
giving effect to any such increase in the Commitment,
the amount of the Commitment and the amount of the
"Purchase Limit" (under and as defined in the Investor
Agreement) shall be the same, (D) the Termination Date
shall not have occurred and (E) prior to April 1,
1996, or August 1, 1996, as the case may be, there
shall have been no reduction of the Commitment
pursuant to Section 2.03(a), and (ii) no increase in
the Commitment shall be made on August 1, 1996, unless
(A) the Commitment shall have been increased as
provided herein on April 1, 1996, and (B) as of August
1, 1996, the aggregate Maximum Purchase of all Banks
other than Citibank or any of its Affiliates shall at
least equal $55,000,000.
Section 2. Effective Date. This Amendment shall become
effective and shall be deemed effective as of the date first above written
upon the satisfaction of the following conditions precedent: (a) no event
has occurred and is continuing which constitutes an Event of Termination
or would constitute an Event of Termination but for the requirement that
notice be given or time elapse or both; (b) the Termination Date shall not
have occurred; and (c) the Agent shall have received (i) six copies of
this Amendment duly executed by the Seller, the Banks, CNAI and the Agent,
(ii) six copies of Amendment No. 1 of even date herewith to the Investor
Agreement duly executed by all parties thereto, and (iii) a copy of the
Fee Letter, as amended and restated as of the date hereof, duly executed
by all parties thereto.
Section 3. Reference to and Effect on the Parallel Purchase
Agreement and the Related Documents. Upon the effectiveness of this
Amendment, (i) the Seller hereby reaffirms all covenants, representations
and warranties made by it in the Parallel Purchase Agreement to the extent
the same are not amended hereby and agrees that all such covenants,
representations and warranties shall be deemed to have been remade as of
the effective date of this Amendment and (ii) each reference in the
Parallel Purchase Agreement to "this Agreement," "hereunder," "hereof,"
"herein" or words of like import shall mean and be, and any references to
the Parallel Purchase Agreement in any other document, instrument or
agreement executed and/or delivered in connection with the Parallel
Purchase Agreement shall mean and be, a reference to the Parallel
Purchase Agreement as amended hereby.
Section 4. Effect. Except as otherwise amended by this
Amendment, the Parallel Purchase Agreement shall continue in full force
and effect and is hereby ratified and confirmed.
Section 5. Governing Law. This Amendment will be governed by
and construed in accordance with the laws of the State of New York.
Section 6. Severability. Each provision of this Amendment
shall be severable from every other provision of this Amendment for the
purpose of determining the legal enforceability of any provision hereof,
and the unenforceability of one or more provisions of this Amendment in
one jurisdiction shall not have the effect of rendering such provision or
provisions unenforceable in any other jurisdiction.
Section 7. Counterparts. This Amendment may be executed in one
or more counterparts, each of which shall be deemed to be an original, but
all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed as of the date first above written.
SELLER: SNAP-ON CREDIT CORPORATION
By:
Name: Xxx X. Xxxxxx
Title: Vice President
CNAI/AGENT: CITICORP NORTH AMERICA, INC.,
individually and as Agent
By:
Name:
Title:
BANKS: CITIBANK, N.A.
By:
Name:
Title:
