SECOND AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT
This Second Amendment to the Receivables Purchase Agreement
(this "Amendment") dated as of September ___, 1997, is made among
INTERNATIONAL COMFORT PRODUCTS CORPORATION (USA), (formerly known as
Inter-City Products Corporation (USA)), a Delaware corporation ("ICP"),
INTER-CITY PRODUCTS PARTNER CORPORATION, a Delaware corporation
("ICPPC"), GENERAL HEATING AND COOLING COMPANY, a Delaware corporation
("General" and, together with ICP and ICPPC, the "Sellers"), INTER-CITY
PRODUCTS RECEIVABLES COMPANY, L.P., a Tennessee limited partnership
("Buyer"), and ANAGRAM ASSET MANAGEMENT, L.L.C., as agent ("Agent").
REFERENCE IS MADE to the Receivables Purchase Agreement (as
amended by a First Amendment to Receivables Purchase Agreement and
Second Amendment to Certificate Purchase Agreement dated as of January
27, 1997, the "Receivables Purchase Agreement") dated as of July 25,
1996, among Sellers and Buyer.
WHEREAS, Section 10.1 of the Receivables Purchase Agreement
provides that the Receivables Purchase Agreement may be amended by
Sellers and Buyer, provided that the Modification Condition has been
satisfied with respect to such amendment.
WHEREAS, pursuant to (i) the Asset Purchase Agreement dated as
of September 17, 1997 between ICP and General, as sellers, and Pameco
Corporation, a Georgia corporation ("Pameco") (the "Purchase
Agreement"), ICP is selling certain assets of certain branches engaged
in the business of selling air conditioning and heating parts and
equipment as distributors and General is selling all or substantially
all of its assets to Pameco.
WHEREAS, the parties hereto wish to amend the Receivables
Purchase Agreement.
NOW, THEREFORE, it is hereby agreed that, effective as of the
opening of business on September 30, 1997:
1.Attached hereto as Exhibit A is a Xxxx of Sale dated as of
the date hereof between General and LaSalle National Bank, as Trustee
("Trustee") of the Inter-City Products Receivables Master Trust (the
"Trust") (the "General Xxxx of Sale"), pursuant to which certain
receivables of the Trust shall be sold to General. Attached hereto as
Exhibit B is a Xxxx of Sale dated as of the date hereof between ICP and
the Trustee (the "ICP Xxxx of Sale"), and together with the General
Xxxx of Sale, the "Xxxx(s) of Sale"), pursuant to which certain
receivables of the Trust shall be sold to ICP.
(a)Notwithstanding the provisions of the Receivables Purchase
Agreement, the Acquired Receivables, as defined in each Xxxx of Sale,
may be purchased by the buyer thereunder in accordance with the terms
of the respective Xxxx of Sale.
(b)General shall no longer be a Seller under the Receivables
Purchase Agreement and upon payment of the consideration provided in
the General Xxxx of Sale, General shall have no further obligations
under the Receivables Purchase Agreement.
(c)General represents and warrants that the Acquired
Receivables being purchased by it pursuant to the Xxxx of Sale are
receivables originated by General and that General has sold
substantially all of its assets to Pameco. ICP represents and warrants
that the Acquired Receivables being purchased by it pursuant to the ICP
Xxxx of Sale are receivables originated by the ICP and such receivables
have been sold by ICP pursuant to the Purchase Agreement.
2.The terms of the Receivables Purchase Agreement shall
continue in full force and effect as amended and modified by this
Amendment.
3.This Amendment may be executed in several counterparts, and
all so executed shall constitute one and the same Amendment.
* * * * * *
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed on their behalf by their officers duly
authorized thereunto, as of the day and year first above written.
INTERNATIONAL COMFORT PRODUCTS
CORPORATION (USA)
By:___________________________
Name:
Title:
INTER-CITY PRODUCTS PARTNER
CORPORATION
By:___________________________
Name:
Title:
GENERAL HEATING AND COOLING
COMPANY
By:___________________________
Name:
Title:
INTER-CITY PRODUCTS RECEIVABLES
COMPANY, L.P.
By:Inter-City Products
Partner Corporation
Its:General Partner
By:___________________________
Name:
Title:
ANAGRAM ASSET MANAGEMENT, L.L.C.
By:____________________________
Name:
Title:
EXHIBIT A
FORM OF
XXXX OF SALE
(General Heating and Cooling Company)
THIS XXXX OF SALE (this "Xxxx of Sale") dated as of September , 1997,
is made among General Heating and Cooling Company ("General"), a Delaware
corporation ("Buyer"), and LaSalle National Bank, as Trustee of the Inter-
City Products Receivables Master Trust ("Seller").
WHEREAS, General is a party to a Receivables Purchase Agreement dated as
of July 25, 1996 among International Comfort Products Corporation (USA), a
Delaware corporation ("ICP"), Inter-City Products Partner Corporation, a
Delaware corporation, General and Inter-City Products Receivables Company,
L.P., a Tennessee limited partnership ("ICPRC")(the "Receivables Purchase
Agreement"), whereby General sells, transfers, assigns, sets over and conveys
to ICPRC certain of its receivables. Capitalized terms used but not defined
herein have the meanings ascribed to them in the Receivables Purchase
Agreement.
WHEREAS, pursuant to a Pooling and Servicing Agreement dated as of July
25, 1996 among ICPRC, ICP and Seller, ICPRC transfers its interests in the
receivables it purchases pursuant to the Receivables Purchase Agreement to
Seller.
NOW, THEREFORE, the parties hereto agree as follows:
1. Seller hereby sells, transfers, assigns, sets over and conveys to
Buyer, its successors and assigns, to have and to hold forever, all of the
receivables described on the attached ACQUIRED RECEIVABLES SCHEDULE (the
"Acquired Receivables").
2. Seller shall deliver to Buyer UCC-3 Financing Statements (i)
executed by ICPRC as secured party/purchaser releasing the Acquired
Receivables from the collateral described in the UCC-1 Financing Statements
filed on or about July 25, 1996 of ICP as seller/debtor and (ii) executed by
Trustee as secured/party purchaser releasing the Acquired Receivables from
the collateral described in the UCC-1 Financing Statements of ICPRC as
seller/debtor.
3. As consideration for the purchase of Acquired Receivables, Buyer
shall deliver (i) $ by wire transfer of immediately available funds
to an account designated by Seller and (ii) the Buyer Note dated as of July
25, 1996 between ICPRC and CDI to ICPRC with an outstanding balance of
principal and accrued interest thereon of $ as of the date hereof.
Such Buyer Note shall be deemed canceled upon such delivery.
4. Seller, by its execution of this Xxxx of Sale, by its acceptance of
this Xxxx of Sale, each hereby acknowledges and agrees that neither the
representations nor warranties nor the rights and remedies of any party under
the Receivables Purchase Agreement shall be deemed enlarged, modified or
altered in any way by this instrument.
IN WITNESS WHEREOF, the Seller and the Buyer have caused this instrument
to be duly executed under seal as of and on the date first above written.
LASALLE NATIONAL BANK, as Trustee
By:
--------------------------------
Its:
-------------------------------
GENERAL HEATING AND COOLING COMPANY
By:
--------------------------------
Its:
-------------------------------
EXHIBIT B
FORM OF
XXXX OF SALE
(International Comfort Products Corporation (USA))
THIS XXXX OF SALE (this "Xxxx of Sale") dated as of September , 1997,
is made among International Comfort Products Corporation (USA) (formerly
known as Inter-City Products Corporation (USA))("ICP"), a Delaware
corporation ("Buyer"), and LaSalle National Bank, as Trustee of the Inter-
City Products Receivables Master Trust ("Seller").
WHEREAS, ICP is a party to a Receivables Purchase Agreement dated as of
July 25, 1996 among ICP, Inter-City Products Partner Corporation, a Delaware
corporation, certain subsidiaries of ICP and Inter-City Products Receivables
Company, L.P., a Tennessee limited partnership ("ICPRC")(the "Receivables
Purchase Agreement"), whereby ICP sells, transfers, assigns, sets over and
conveys to ICPRC certain of its receivables. Capitalized terms used but not
defined herein have the meanings ascribed to them in the Receivables Purchase
Agreement.
WHEREAS, pursuant to a Pooling and Servicing Agreement dated as of July
25, 1996 among ICPRC, ICP and Seller, ICPRC transfers its interests in the
receivables it purchases pursuant to the Receivables Purchase Agreement to
Seller.
NOW, THEREFORE, the parties hereto agree as follows:
1. Seller hereby sells, transfers, assigns, sets over and conveys to
Buyer, its successors and assigns, to have and to hold forever, all of the
receivables described on the attached ACQUIRED RECEIVABLES SCHEDULE (the
"Acquired Receivables").
2. Seller shall deliver to Buyer UCC-3 Financing Statements (i)
executed by ICPRC as secured party/purchaser releasing the Acquired
Receivables from the collateral described in the UCC-1 Financing Statements
filed on or about July 25, 1996 of CDI as seller/debtor and (ii) executed by
Trustee as secured/party purchaser releasing the Acquired Receivables from
the collateral described in the UCC-1 Financing Statements of ICPRC as
seller/debtor.
3. As consideration for the purchase of Acquired Receivables, Buyer
shall deliver $ by wire transfer of immediately available funds to
an account designated by Seller.
4. Seller, by its execution of this Xxxx of Sale, by its acceptance of
this Xxxx of Sale, each hereby acknowledges and agrees that neither the
representations nor warranties nor the rights and remedies of any party under
the Receivables Purchase Agreement shall be deemed enlarged, modified or
altered in any way by this instrument.
IN WITNESS WHEREOF, the Seller and the Buyer have caused this instrument
to be duly executed under seal as of and on the date first above written.
LASALLE NATIONAL BANK, as Trustee
By:
--------------------------------
Its:
-------------------------------
INTERNATIONAL COMFORT PRODUCTS
CORPORATION (USA)
By:
--------------------------------
Its:
-------------------------------
