Exhibit 10.7
FOURTH AMENDMENT TO AMENDED AND RESTATED RECEIVABLES
PURCHASE AGREEMENT AND AMENDMENT TO FEE LETTER
This Fourth Amendment to Amended and Restated Receivables Purchase
Agreement, dated as of November 5, 2002 (this "Amendment"), is among MAXTOR
RECEIVABLES CORPORATION, a California corporation ("Seller"), MAXTOR
CORPORATION, a Delaware corporation ("Maxtor"), the commercial paper conduits
named herein (the "Conduit Purchasers"), the financial institutions named herein
(the "Committed Purchasers"), the parties named herein as agents (the "Agents"),
and FLEET NATIONAL BANK, a national banking association, as administrator for
the Purchasers (in such capacity, the "Administrator").
BACKGROUND
1. Seller, Maxtor, the Conduit Purchasers, the Committed Purchasers,
the Agents and the Administrator are parties to that certain Amended and
Restated Receivables Purchase Agreement, dated as of November 15, 2001, as
amended by the First Amendment to Amended and Restated Receivables Purchase
Agreement, dated as of February 15, 2002, the Second Amendment to Amended and
Restated Receivables Purchase Agreement, dated as of March 15, 2002, the Third
Amendment to Amended and Restated Receivables Purchase Agreement, dated as of
May 28, 2002, and the Waiver and Amendment, dated as of October 21, 2002 (the
"Receivables Purchase Agreement").
2. The parties hereto desire to amend the Receivables Purchase
Agreement and the Fee Letter in certain respects as set forth herein.
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:
SECTION 1. Definitions. Capitalized terms used in this Amendment and
not otherwise defined herein shall have the meanings assigned thereto in the
Receivables Purchase Agreement.
SECTION 2. Purchase Limit. Section 1.01 of the Receivables Purchase
Agreement is hereby amended by deleting the number "$210,000,000" where it
appears therein and substituting the number "$100,000,000." Notwithstanding
anything to the contrary set forth in the Receivables Purchase Agreement, Seller
hereby agrees that the Capital shall not exceed $45,000,000, and that Seller
shall have no right to request any Purchase to the extent that, after giving
effect thereto, the Capital would exceed $45,000,000.
SECTION 3. Commitment. The definition of "Commitment" that appears in
Appendix A to the Receivables Purchase Agreement is hereby amended by deleting
the first sentence thereof and substituting therefor the following:
"`Commitment' means (i) $42,857,142.86 with respect to Liberty Street Funding
Corp. and $57,142,857.14 with respect to Blue Keel and (ii) with respect to any
Committed Purchaser, the amount shown on such Committed Purchaser's signature
page to the Fourth Amendment to Amended and Restated Receivables Purchase
Agreement and Amendment to Fee Letter, dated as of November 5, 2002."
SECTION 4. Delinquency Ratio. Section 10.01 of the Receivables Purchase
Agreement is hereby amended by deleting the percentage "10%" where it appears in
paragraph (j) thereof and substituting therefor the percentage "6%".
SECTION 5. Termination Date. The definition of "Termination Date" set
forth in Appendix A to the Receivables Purchase Agreement is hereby amended by
deleting the date set forth in clause (c) thereof and substituting therefor the
date "December 13, 2002".
SECTION 6. Amendment to Fee Letter. The Fee Letter is hereby amended by
deleting the percentage "0.50%" where it appears in paragraph (b) thereof and
substituting therefor the percentage "0.75%".
SECTION 7. Representations and Warranties. Each of Parent and Seller
hereby represents and warrants that, after giving effect to this Amendment, (i)
the representations and warranties contained in Article VI of the Receivables
Purchase Agreement are true and correct on and as of the date hereof and shall
be deemed to have been made on such date (except that any such representation or
warranty that is expressly stated as being made only as of a specified earlier
date shall be true and correct in all material respects as of such earlier date)
and (ii) no Liquidation Event or Unmatured Liquidation Event has occurred and is
continuing.
SECTION 8. Miscellaneous. The Receivables Purchase Agreement and the
Fee Letter, as amended hereby, remain in full force and effect. Any reference to
the Receivables Purchase Agreement or the Fee Letter from and after the date
hereof shall be deemed to refer to the Receivables Purchase Agreement or the Fee
Letter, as the case may be, as amended hereby. This Amendment may be executed in
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. This Amendment shall be governed by, and construed in accordance
with, the laws of the State of New York. Seller, on demand, shall pay, or
reimburse the Administrator for, all of the costs and expenses, including legal
fees and disbursements, incurred by the Administrator or any Purchaser in
connection with this Amendment.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
2
IN WITNESS WHEREOF, each of the undersigned has caused this Amendment to be
executed and delivered by its duly authorized officer as of the date first above
written.
MAXTOR RECEIVABLES CORPORATION
By: /s/ XXXX XXXXX
-------------------------------------
Name: XXXX XXXXX
-------------------------------------
Title: CFO
-------------------------------------
MAXTOR CORPORATION
By: /s/ XXXX XXXXX
-------------------------------------
Name: XXXX XXXXX
-------------------------------------
Title: TREASURER
-------------------------------------
FOURTH AMENDMENT
TO AMENDED AND
RESTATED RECEIVABLES
S-1 PURCHASE AGREEMENT
BLUE KEEL FUNDING, LLC,
as a Conduit Purchaser
By: /s/ XXXXXX X. YEARDA
-------------------------------------
Name Printed: Xxxxxx X. Yearda
-------------------------------------
Title: Vice President
-------------------------------------
FOURTH AMENDMENT
TO AMENDED AND
RESTATED RECEIVABLES
S-2 PURCHASE AGREEMENT
FLEET NATIONAL BANK, as
Administrator and as Blue Keel Agent
By: /s/ Xxxx Xxxx
-------------------------------------
Name Printed: Xxxx Xxxx
--------------------------
Title: Director
---------------------------------
FOURTH AMENDMENT
TO AMENDED AND
RESTATED RECEIVABLES
S-3 PURCHASE AGREEMENT
Commitment: $42,857,142.86 FLEET NATIONAL BANK, as a
Committed Purchaser
By: /s/ Xxxx Xxxx
-------------------------------------
Name Printed: Xxxx Xxxx
--------------------------
Title: Director
---------------------------------
FOURTH AMENDMENT
TO AMENDED AND
RESTATED RECEIVABLES
S-4 PURCHASE AGREEMENT
Commitment: $14,285,714.29 COMERICA BANK, as a Committed Purchaser
By: /s/ Xxxxx Xxxxxxxx
-------------------------------------
Name Printed: Xxxxx Xxxxxxxx
--------------------------
Title: Vice President
---------------------------------
FOURTH AMENDMENT
TO AMENDED AND
RESTATED RECEIVABLES
S-5 PURCHASE AGREEMENT
LIBERTY STREET FUNDING CORP., as a
Conduit Purchaser
By: /s/ Xxxxxxxx Xxxxxx
-------------------------------------
Name Printed: Xxxxxxxx Xxxxxx
--------------------------
Title: Vice President
---------------------------------
FOURTH AMENDMENT
TO AMENDED AND
RESTATED RECEIVABLES
S-6 PURCHASE AGREEMENT
THE BANK OF NOVA SCOTIA, as Liberty
Street Agent
By: /s/ J. Xxxx Xxxxxxx
-------------------------------------
Name Printed: J. Xxxx Xxxxxxx
--------------------------
Title: Managing Director
---------------------------------
FOURTH AMENDMENT
TO AMENDED AND
RESTATED RECEIVABLES
S-7 PURCHASE AGREEMENT
Commitment: $42,857,142.86 THE BANK OF NOVA SCOTIA, as a Committed
Purchaser
By: /s/ J. Xxxx Xxxxxxx
-------------------------------------
Name Printed: J. Xxxx Xxxxxxx
--------------------------
Title: Managing Director
---------------------------------
FOURTH AMENDMENT
TO AMENDED AND
RESTATED RECEIVABLES
S-8 PURCHASE AGREEMENT
