AMENDMENT NO. 1 OF
PURCHASE AND CONTRIBUTION AGREEMENT
AMENDMENT NO. 1, dated as of June 27, 1996, to the Purchase
and Contribution Agreement, dated as of November 15, 1994, as
amended and restated as of December 29, 1995 (the "Agreement"),
among THE LANE COMPANY, INCORPORATED, ACTION INDUSTRIES, INC.,
BROYHILL FURNITURE INDUSTRIES, INC. and THOMASVILLE FURNITURE
INDUSTRIES, INC., as sellers (the "Sellers"), and INTERCO
RECEIVABLES CORP., as purchaser (the "Purchaser") (the
"Amendment").
RECITALS
WHEREAS, the Sellers and the Purchaser have agreed subject
to the terms and conditions of this Amendment, to amend the
Agreement as hereinafter set forth.
Terms used herein but not defined herein shall have the
meaning assigned thereto in the Agreement.
NOW, THEREFORE, the parties agree as follows:
1. Amendment of Agreement. The Agreement shall be and is
hereby amended, as of the date hereof, as follows:
(a) The definition of "Eligible Foreign Receivable" in
Section 1.01 shall be amended to provide in its entirety as
follows:
""Eligible Foreign Receivable" means a Receivable meeting
all of the criteria set forth in either of the following
clauses:
(i) the payment of such Receivable is fully supported
by an irrevocable letter of credit issued by an office or
branch located in the United States of an Eligible LOC Bank,
the Purchaser or its assignee holds a first priority,
perfected security interest in such letter of credit, the
issuer of such letter of credit has been notified of such
security interest and such Receivable satisfies any other
requirements as to which the Purchaser or its assignee has
notified the Sellers in writing; or
(ii) the Obligor of such Receivable is a Canadian
resident, the Purchaser or its assignee holds a first
priority, perfected security interest in such Receivable
which is enforceable under applicable Canadian law, the
Purchaser or its assignee has received an opinion of
Canadian counsel for the Seller, in form and substance
satisfactory to the Purchaser or its assignee, as to
perfection, enforcement, taxes and such other matters as the
Agent may reasonably request, and such Receivable satisfies
any other requirements as to which the Purchaser or its
assignee has notified the Sellers in writing;
provided, however, that the aggregate Outstanding Balance of
Eligible Foreign Receivables which shall be considered Eligible
Receivables shall not at any time exceed an amount equal to 10%
of the Total Commitment (as defined in the CL Sale Agreement)."
(b) In subclause (a) of clause (j) of Section 5.01, the
reference to "Eligible Receivables" shall be amended to read
"Receivables".
2. Execution in Counterparts, Etc. This Amendment may be
executed in any number of 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. The
delivery of a signed signature page to this Amendment by telecopy
transmission shall constitute due execution and delivery of this
Amendment for all purposes.
3. Agreement in Full Force and Effect. Except as amended by
this Amendment, all of the provisions of the Agreement and all of
the provisions of all other documentation required to be
delivered with respect thereto shall remain in full force and
effect from and after the date hereof.
4. References to Agreement. From and after the date
hereof, (a) all references in the Agreement to "this Agreement",
"hereof", "herein", or similar terms and (b) all references to
the Agreement in each agreement, instrument and other document
executed or delivered in connection with the Agreement, shall
mean and refer to the Agreement, as amended by this Amendment.
5. Further Assurances. The parties hereto agree to execute
and deliver any and all further agreements, certificates and
other documents reasonably necessary to implement the provisions
of this Amendment.
6. Governing Law. This Amendment shall be governed by, and
construed in accordance with, the law of the State of New York
without giving effect to the conflict of laws principles thereof.
IN WITNESS WHEREOF, the Sellers and the Purchaser have
caused this Amendment to be duly executed by their respective
officers thereunto duly authorized as of the day and year first
above written.
SELLERS: THE LANE COMPANY, INCORPORATED
By: Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Vice President
ACTION INDUSTRIES, INC.
By: Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Vice President
BROYHILL FURNITURE INDUSTRIES, INC.
By: Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Vice President
THOMASVILLE FURNITURE INDUSTRIES, INC.
By: Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Vice President
PURCHASER: INTERCO RECEIVABLES CORP.
By: Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: President
