Execution Copy
AMENDMENT No. 1 dated as of December 15, 2000 (this
"Amendment"), to the Receivables Transfer Agreement referred
to below among MTSPC, INC.,(the "Transferor"), MASCOTECH,
INC. (the "Parent"), individually, as Collection Agent and as
Guarantor, PARK AVENUE RECEIVABLES CORPORATION ("PARCO"), and
EIFFEL FUNDING, LLC ("Eiffel") (collectively, the "CP Conduit
Purchasers"), THE CHASE MANHATTAN BANK, as Committed
Purchaser and Funding Agent for PARCO ("Chase"), CDC
FINANCIAL PRODUCTS INC., as Committed Purchaser and Funding
Agent for Eiffel ("CDC") (collectively, the "Committed
Purchasers"), and THE CHASE MANHATTAN BANK, as Administrative
Agent.
A. The Transferor, the Collection Agent, the Guarantor, PARCO, Chase
and the Administrative Agent have entered into a Receivables Transfer Agreement
dated as of November 28, 2000 (the "Receivables Transfer Agreement").
B. The Transferor has asked to amend certain terms of the Receivables
Transfer Agreement and to add Eiffel as a CP Conduit Purchaser and CDC as the
Committed Purchaser and Funding Agent for Eiffel, and the Transferor, the
Collection Agent, the Guarantor, PARCO and Chase are willing, on the terms and
subject to the conditions set forth below, to amend the Receivables Transfer
Agreement as provided herein.
C. In connection with the addition of Xxxxxxx Industries, Inc.
("Xxxxxxx") as a Seller party to the Receivables Purchase Agreement, the
Transferor has requested an increase in the Facility Limit from $175,000,000 to
$225,000,000 and an increase in the Aggregate Commitment from $178,500,000 to
$229,500,000.
D. Capitalized terms used and not otherwise defined herein shall have
the meanings assigned to them in the Receivables Transfer Agreement.
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Accordingly, in consideration of the mutual agreements herein contained
and other good and valuable consideration, the sufficiency and receipt of which
are hereby acknowledged, the parties hereto hereby agree as follows:
SECTION 1. Schedule A of the Receivables Transfer Agreement. (a) The
definition of "CP Conduit Purchaser's Termination Event" with respect to Eiffel
shall mean:
"Any Program Support Provider of Eiffel has given notice that an event
of termination or event of default has occurred and is continuing under its
agreement with Eiffel."
(b) The proviso at the end of the definition of "CP Rate" is hereby
amended to read in its entirety as follows:
"provided, that to the extent that such CP Tranche is funded by a
specific issuance of such Pooled Funding CP Conduit Purchaser's Commercial
Paper, the "CP Rate" may, in such Pooled Funding CP Conduit Purchaser's sole
discretion, equal the rate or weighted average of the rates applicable to
such issuance."
(c) The definition of "Net Receivables Balance" is hereby amended to
read in its entirety as follows:
"Net Receivables Balance" shall mean, at any time, the aggregate
Outstanding Balance of the Eligible Receivables at such time, as reduced by
the aggregate amount for all Designated Obligors by which the Outstanding
Balance of all Eligible Receivables of each Designated Obligor exceeds the
product of the Concentration Factor for such Designated Obligor multiplied
by the Outstanding Balance of all Eligible Receivables.
SECTION 2. Amendments to Schedule B of the Receivables Transfer
Agreement. Schedule B of the Receivables Transfer Agreement is hereby amended to
read in its entirety as set forth in Schedule B attached to this Amendment.
Schedule B is hereby amended to add Eiffel as a CP Conduit Purchaser and CDC as
the Committed Purchaser and Funding Agent for Eiffel. From and after the
Effective Date (as hereinafter defined) the "CP Conduit Funding Limit" of each
CP Conduit Purchaser and the "Commitment" of
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each Committed Purchaser shall be as specified on Schedule B attached hereto.
Eiffel hereby agrees to become a CP Conduit Purchaser and CDC hereby
agrees to become the Committed Purchaser and Funding Agent for Eiffel.
SECTION 3. Further Amendments to the Receivables Transfer Agreement.
(a) Amendment to Section 2.03. Section 2.03 of the Receivables Transfer
Agreement is hereby amended by adding the following new subsection (e) at the
end of such Section:
"(e) Transfer of Transferred Interest to Certain Program Support
Providers. If any Pooled Funding CP Conduit Purchaser assigns, participates
or otherwise transfers any portion of the Transferred Interest to a Program
Support Provider who is not a Committed Purchaser, such portion of the
Transferred Interest shall be treated as a Eurodollar Tranche unless the
applicable Tranche Rate would, without regard to this Section 2.03(e), be
calculated by reference to the Base Rate."
(b) Amendment to Section 10.06. Section 10.06 of the Receivables
Transfer Agreement is hereby amended by adding the following sentence at the end
of Section 10.06(a):
"Each CP Conduit Purchaser may assign, participate, grant security interests
in or otherwise transfer all or any portion of the Transferred Interest to
any Program Support Provider with respect to such CP Conduit Purchaser
without prior notice to or consent from any other party or any other
condition or restriction of any kind."
SECTION 4. Representations and Warranties. Each of the Transferor and
the Parent, individually, as Collection Agent and as Guarantor, hereby
represents and warrants to the Administrative Agent, the Funding Agents, the CP
Conduit Purchasers and the Committed Purchasers, on and as of the date hereof,
and after giving effect to this Amendment, that:
(a) This Amendment has been duly executed and delivered by it and
constitutes its legal, valid and binding obligation enforceable against it
in accordance with its terms.
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(b) The representations and warranties set forth in Article III of the
Receivables Transfer Agreement are true and correct in all material respects
on and as of the date hereof with the same effect as though made on and as
of the date hereof, except to the extent such representations and warranties
expressly relate to an earlier date.
(c) No Termination Event or Potential Termination Event has occurred
and is continuing.
SECTION 5. Effectiveness. This Amendment shall become effective on the
first date (the "Effective Date") on which each of the following conditions
shall have been satisfied:
(a) the Administrative Agent shall have received duly executed
counterparts of this Amendment signed by the Transferor, the Parent, the
Collection Agent, the Guarantor, PARCO, Eiffel, Chase, CDC and the
Administrative Agent;
(b) The Administrative Agent shall have received a certificate, dated
the Effective Date and signed by an authorized officer of the Transferor,
confirming the representations and warranties set forth in paragraphs (b)
and (c) of Section 4;
(c) The Administrative Agent shall have received an opinion of counsel
to the Transferor and the Parent addressed to the Administrative Agent, the CP
Conduit Purchasers, the Committed Purchasers and the Funding Agents, to the
effect set forth in Section 4(a); and
(d) All the conditions precedent to the addition of Xxxxxxx as a Seller
specified in Section 7.02 of the Receivables Purchase Agreement shall have
been satisfied.
SECTION 6. Governing Law. THIS AMENDMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.
SECTION 7. Expenses. The Transferor shall pay all out-of-pocket fees
and expenses incurred by the Administrative Agent in connection with the
preparation, negotiation, execution and delivery of this Amendment, including
the fees, disbursements and other charges of Cravath, Swaine & Xxxxx, counsel
for the Administrative Agent.
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SECTION 8. Counterparts. This Amendment may be executed in any number
of counterparts, each of which shall be an original but all of which, when taken
together, shall constitute but one instrument. Delivery of an executed
counterpart of a signature page of this Amendment by fax shall be as effective
as delivery of a manually executed counterpart of this Amendment.
SECTION 9. Headings. Section headings used herein are for convenience
of reference only, are not part of this Amendment and are not to affect the
construction of, or to be taken into consideration in interpreting, this
Amendment.
SECTION 10. Effect of Amendment. Except as specifically amended or
modified hereby, the Receivables Transfer Agreement shall continue in full force
and effect in accordance with the provisions thereof. As used therein, the terms
"Agreement", "herein", "hereunder", "hereinafter", "hereto", "hereof" and words
of similar import shall, unless the context otherwise requires, refer to the
Receivables Transfer Agreement as amended hereby.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their respective authorized officers as of the date first above
written.
MTSPC, INC., as
Transferor
by /s/ Xxxxx X. Liner
-------------------------------
Name: Xxxxx X. Liner
Title: Secretary
MASCOTECH, INC.,
individually, as
Collection Agent and as
Guarantor
by /s/ Xxxxx X. Liner
--------------------------------
Name: Xxxxx X. Liner
Title: Vice President
PARK AVENUE RECEIVABLES CORPORATION, as
CP Conduit Purchaser
by /s/ Xxxxx X. Xxxxx
--------------------------------
Name: Xxxxx X. Xxxxx
Title: Vice President
THE CHASE MANHATTAN BANK, as
Committed Purchaser for
Park Avenue Receivables Corporation,
by /s/ Xxxxxxx X. Xxxxxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Managing Director
THE CHASE MANHATTAN BANK, as
Funding Agent for Park
Avenue Receivables Corporation,
by /s/ Xxxx Xxxxx
--------------------------------
Name: Xxxx Xxxxx
Title: Vice President
THE CHASE MANHATTAN BANK, as
Administrative Agent,
by /s/ Xxxx Xxxxx
--------------------------------
Name: Xxxx Xxxxx
Title: Vice President
EIFFEL FUNDING LLC,
as CP Conduit Purchaser
by Global Securitization
Services, LLC, its Manager
by /s/ Xxxxxxx X. Xxxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
CDC FINANCIAL PRODUCTS INC., as
Committed Purchaser for Eiffel
Funding, LLC
by /s/ X. Xxxxxxx
--------------------------------
Name: X. Xxxxxxx
Title: Managing Director
by /s/ Xxxxxx Xxxxxxx
--------------------------------
Name: Xxxxxx Xxxxxxx
Title: Managing Director
CDC FINANCIAL PRODUCTS, INC.,
as Funding Agent for
Eiffel Funding, LLC
by /s/ X. Xxxxxxx
--------------------------------
Name: X. Xxxxxxx
Title: Managing Director
by /s/ Xxxxxx Xxxxxxx
--------------------------------
Name: Xxxxxx Xxxxxxx
Title: Managing Director
SCHEDULE B
Schedule of CP Conduit Purchasers,
Committed Purchasers and Funding Agents
CP CONDUIT PURCHASERS:
--------------------------------------------------------------------------------
NAME & ADDRESS FOR NOTICES CP CONDUIT FUNDING LIMIT
--------------------------------------------------------------------------------
Park Avenue Receivables Corporation $150,000,000
c/o Global Securitization Services, LLC
000 Xxxx 00xx Xxxxxx,
Xxxxx 0000
Xxx Xxxx, XX 00000
Attention: President
Telephone: (000) 000-0000
Fax: (000) 000-0000
--------------------------------------------------------------------------------
Eiffel Funding, LLC $75,000,000
c/o Global Securitization Services, LLC
000 Xxxx 00xx Xxxxxx
Xxxxx 0000
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxx Xxxxx
Telephone: (000) 000-0000
Fax: (000) 000-0000
--------------------------------------------------------------------------------
Total Facility Limit: $225,000,000
---------------------
COMMITTED PURCHASERS:
--------------------------------------------------------------------------------
NAME & ADDRESS FOR NOTICES COMMITMENT
--------------------------------------------------------------------------------
The Chase Manhattan Bank, as Committed Purchaser for $153,000,000
Park Avenue Receivables Corporation
000 Xxxx 00xx Xxxxxx,
00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxx Xxxxx
CMFS-PARCO
Telephone: (000) 000-0000
Fax: (000) 000-0000
--------------------------------------------------------------------------------
CDC Financial Products, Inc. as Committed Purchaser $76,500,000
for
Eiffel Funding, LLC
0 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx Sista
Telephone: (000) 000-0000
Fax: (000) 000-0000
--------------------------------------------------------------------------------
Total Aggregate Commitment: $229,500,000
--------------------------
FUNDING AGENTS:
--------------------------------------------------------------------------------
NAME & ADDRESS FOR NOTICES
--------------------------------------------------------------------------------
The Chase Manhattan Bank, as Funding Agent for
Park Avenue Receivables Corporation
000 Xxxx 00xx Xxxxxx,
00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxx Xxxxx
CMFS-PARCO
Telephone: (000) 000-0000
Fax: (000) 000-0000
--------------------------------------------------------------------------------
CDC Financial Products, Inc. as Funding Agent for
Eiffel Funding, LLC
0 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx Sista
Telephone: (000) 000-0000
Fax: (000) 000-0000
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