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EXHIBIT 10a
EXECUTION COPY
SECOND AMENDMENT
TO
RECEIVABLES PURCHASE AGREEMENT
This Second Amendment to Receivables Purchase Agreement, dated as of
October 1, 1996 (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"), and is consented to by the financial institutions listed under
the caption "Facility Banks" on the signature pages hereto (the "Facility
Banks"). Unless otherwise indicated, terms defined in Appendix A to the
Receivables Purchase Agreement have the same meanings when used herein.
RECITALS
1. The parties hereto have entered into that certain Receivables Purchase
Agreement, dated as of September 22, 1995 (the "Original Receivables Purchase
Agreement") as amended by this Amendment (as amended, the "Amended Agreement").
2. No Liquidity Loans have been made under the related Liquidity Agreement
up to and including the date hereof.
3. Pursuant to this Amendment, the parties wish to amend certain
definitions and financial covenants in the Original Receivables Purchase
Agreement.
NOW THEREFORE, the parties agree that the Original Receivables Purchase
Agreement shall be amended on the terms herein provided:
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. Each of the
following definitions set forth in Appendix A to the Original Receivables
Purchase Agreement shall be amended and restated in its entirety as
follows:
"General Liquidation Cost Reserve" means, on any day an amount equal
to the product of
(a) (x) 1.25 times (y) the Average Days' Sales Outstanding of
all Pool Receivables (other than Tooling Receivables), calculated
as of the Cut-Off Date for the next preceding Settlement Period,
divided by (z) 360; times
(b) the sum of (i) 2% over the Alternate Base Rate in effect
on such day, plus (ii) the percentage as may be in effect for the
purposes of calculating the Program Fee applicable to the
Purchaser's Total Investment, plus (iii) 1.00% (or, if greater,
such other percentage as may be in effect for purposes of clause
(b) (x) of the definition of "Master Servicer's Fee"); times
(c) the General Percentage of the Purchaser's Total
Investment on such day.
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"Special Liquidation Cost Reserve" means, on any day, an amount
equal to the product of
(a) (x) 2.5 times (y) the Average Days' Sales Outstanding of
all Pool Receivables (other than Tooling Receivables), calculated
as of the Cut-Off Date for the next preceding Settlement Period,
divided by (z) 360; times
(b) the sum of (i) 2% over the Alternate Base Rate in effect
on such day, plus (ii) the percentage as may be effect for the
purposes of calculating the Program Fee applicable to the
Purchaser's Total Investment, plus (iii) 1.00% (or, if greater,
such clause (b) (x) of the definition of "Master Servicer's Fee"),
plus (iv) the percentage as may be in effect for the purposes of
calculating the Concentration Fees; times
(c) the Special Percentage of the Purchaser's Total
Investment on such day.
"Default Ratio" means the ratio (expressed as a percentage) computed
as of each Cut-Off Date by dividing (x) the sum of (i) the aggregate
Unpaid Balance of all Pool Receivables (other than Tooling Receivables)
that are Defaulted Receivables on such Cut-Off Date by application of
clauses (a) or (e) of the definition of Defaulted Receivable, except, in
the case of Receivables that are Defaulted Receivables by application of
clause (e), to the extent such Receivable (or portion thereof) is the
subject of a good faith dispute between the applicable Obligor and
Originator, plus (ii) the aggregate Unpaid Balance of all Pool
Receivables (other than Tooling Receivables) that are Defaulted
Receivables and became Defaulted Receivables solely by application of
clause (b), (c) or (d) of the definition of Defaulted Receivable during
the Settlement Period ended on such Cut-Off Date by (y) the Unpaid
Balance of all Pool Receivables (other than Tooling Receivables) as of
such Cut-Off Date.
SECTION 1.2 Other Amendments. Section 7.05 (c) of the Original
Receivables Purchase Agreement shall be amended and restated in its entirety as
follows:
(c) Current Ratio. Not permit the Current Ratio to be less
than 1.00 to 1.00 at any time
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 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.
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(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 the date hereof 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 Seller, Standard, Purchaser,
Administrator, NCB and Facility Banks holding 66-2/3% of the Liquidity
Commitments and Concentration Commitments (as each is defined in the
Liquidity Agreement) at the time such counterparts are received.
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 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 and the guarantee of Standard set forth in Section 12.1 of the
Purchase Agreement is also hereby ratified and reaffirmed and shall
continue in full force and effect after the Condition Satisfaction Date.
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 (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 AMENDMENT AND THE AMENDED
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.
[SIGNATURE PAGES FOLLOW]
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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/ X. 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: V.P. Finance and CFO
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CLIPPER RECEIVABLES CORPORATION
By: /s/ Xxxxxxx Perorval
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Title: Vice President
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STATE STREET BOSTON CAPITAL
CORPORATION
By: /s/ Pauliina Xxxxxx
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Title: Associate
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NATIONAL CITY BANK
By: /s/ Xxxxxxxx Xxxx
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Title: Vice President
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Acknowledged and FACILITY BANKS:
Consented to: -------------------
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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Address: 0000 Xxxx Xxxxx Xxxxxx
Xxxxxxxxx, Xxxx 00000
Attention: Xxxxxxxx X. Xxxx
Facsimile No.: (000) 000-0000
Percentage for
Liquidity Commitment Amount 31.4285715%
Percentage for
Ford Commitment Amount 31.4285715%
Percentage for
Chrysler Commitment Amount 31.4285715%
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Acknowledged and FACILITY BANKS:
Consented to: ---------------
COMERICA BANK,
as a Liquidity Bank, a Ford
Concentration Bank and a Chrysler
Concentration Bank
By: /s/ Xxxxxxx X. Xxxx
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Name: Xxxxxxx X. Xxxx
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Title: Vice President
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Address: 000 Xxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxx Xxxx
Facsimile No.: (000) 000-0000
Percentage for
Liquidity Commitment Amount 20.0000000%
Percentage for
Ford Commitment Amount 20.0000000%
Percentage for
Chrysler Commitment Amount 20.0000000%
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Acknowledged and FACILITY BANKS:
Consented to: ----------------------------
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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Address: 000 Xxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention:
Facsimile No.: (000) 000-0000
Percentage for
Liquidity Commitment Amount 22.8571428%
Percentage for
Ford Commitment Amount 22.8571428%
Percentage for
Chrysler Commitment Amount 22.8571428%
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Acknowledged and FACILITY BANKS:
Consented to: ---------------
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: AVP
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Address: 000 Xxxxxx Xxxxxx
Xxxxxxxxx, Xxxx 00000-0000
Attention:
Facsimile No.: (000) 000-0000
Percentage for
Liquidity Commitment Amount 25.7142857%
Percentage for
Ford Commitment Amount 25.7142857%
Percentage for
Chrysler Commitment Amount 25.7142857%
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