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EXHIBIT 10(k)
AMENDMENT
TO
RECEIVABLES PURCHASE AGREEMENT
This Amendment to Receivables Purchase Agreement, dated as of December 29,
1995 (this "Amendment") is among the 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"). Unless otherwise indicated, terms defined in Appendix A to the
Receivables Purchase Agreement have the same meanings when used herein.
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 Section 7.02. In subsections (a) and (b)
of Section 7.02 the reference to "Section 10.01(p)" is hereby changed to
"Section 10.01(o)".
SECTION 1.2 Amendments to Appendix A: Definitions.
(a) Definition of Total Capitalization. In Appendix A to the
Receivables Purchase Agreement, the definition of "Total Capitalization"
is hereby amended and restated in its entirety to read as follows:
"`Total Capitalization' means, as of any date, the sum of (i)
an amount equal to Net Worth as of such date, plus (ii) an amount
equal to Total Debt as of such date."
(b) Definition of Net Worth. In Appendix A to the Receivables
Purchase Agreement, the following definition is hereby inserted in the
proper alphabetical order:
"`Net Worth' means, with respect to any Person and as of any
date, the consolidated net worth of such Person and its
consolidated subsidiaries (excluding any "foreign currency
translation adjustments" as reflected in the applicable financial
statements) calculated in accordance with GAAP."
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 Receivables Purchase Agreement
as amended by this Amendment (as amended, 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.
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(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.
(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 December 29, 1995 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 of Seller, Standard,
Purchaser, Administrator and NCB.
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 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.
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 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.
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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/ Xxxxxxx 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: VP Finance and CFO
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CLIPPER RECEIVABLES CORPORATION
By: /s/ Xxxxxxx Xxxxxxxx
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Title: Vice President
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STATE STREET BOSTON CAPITAL CORPORATION
By: /s/ Xxxxxxx X. Noordhock
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Title: Senior Adjuster
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NATIONAL CITY BANK
By: /s/ Xxxxxxxx X. Xxxx
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Title: Vice President
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