Exhibit 10.2
FIRST AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT
THIS FIRST AMENDMENT TO THE RECEIVABLES PURCHASE AGREEMENT, dated as of
November 11, 2002 (this "Amendment"), is entered into by AMERICAN COMMERCIAL
LINES FUNDING CORPORATION, as seller (the "Seller"), AMERICAN COMMERCIAL BARGE
LINE LLC ("ACBL"), individually and as servicer (the "Servicer"), the financial
institutions from time to time party to the Receivables Purchase Agreement as
bank investors (the "Bank Investors"), JUPITER SECURITIZATION CORPORATION, (the
"Company" and together with the Bank Investors, the "Purchasers" and each a
"Purchaser"), and BANK ONE, NA (Main Office Chicago), as Agent for the
Purchasers (in such capacity, the "Agent").
R E C I T A L S
- - - - - - - -
A. The Seller, ACBL, the Servicer, the Purchasers and the Agent are
parties to the Receivables Purchase Agreement, dated as of May 24, 2002 (the
"Agreement");
B. The parties hereto desire to amend the Agreement as set forth below.
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Certain Defined Terms. Capitalized terms used but not defined herein
shall have the meanings set forth for such terms in Exhibit I to the Agreement.
2. Amendments to the Agreement.
(a) Clause (i) of the definition of "Loss Percentage" set forth in
Exhibit I to the Agreement is hereby amended by deleting the percentage "10%"
and replacing it with the percentage "15%" therein:
(b) The definition of "Liquidity Termination Date" set forth in
Exhibit I to the Amendment is hereby amended and restated in its entirety as
follows:
"'Liquidity Termination Date' means January 31, 2003."
3. Consent to Amendment of Performance Guaranty. Each of the Purchasers
and the Agent hereby consents to the First Amendment to the Performance
Undertaking, dated as of the date hereof, by the Performance Guarantor.
4. Representations and Warranties. Each of the Seller and ACBL
represents and warrants to the Purchasers and the Agent that:
(a) this Amendment has been duly authorized, executed and delivered
on its behalf, and the Agreement, as so amended, and each of the other
Transaction Documents to which it is a party constitutes its legal, valid and
binding obligation enforceable against it in accordance with the terms hereof or
thereof;
(b) the representations and warranties made by it in the Agreement
Documents (as amended hereby) are true and correct as of the date hereof; and
(c) after giving effect to this Amendment, no Amortization Event or
Potential Amortization Event shall exist on the date hereof.
5. Effect of Amendment. Except as expressly amended and modified by
this Amendment, all provisions of the Agreement shall remain in full force and
effect. After the date hereof, all references in the Agreement to "this
Agreement", "hereof", or words of similar effect referring to such Agreement.
6. Counterparts. This Amendment may be executed in any number of
counterparts and by different parties on separate counterparts, each of which
shall be deemed to be an original and all of which when taken together shall
constitute but one and the same instrument.
7. Governing Law. This Amendment shall be governed by, and construed in
accordance with, the law of the State of Illinois without regard to any
otherwise applicable principles of conflicts of law.
8. Section Headings. The various headings of this Amendment are
included for convenience only and shall not affect the meaning or interpretation
of this Amendment, the Agreement or any provision hereof or thereof.
IN WITNESS WHEREOF, the parties have caused this Amendment to be
executed by their respective officers thereunto duly authorized, as of the date
first above written.
AMERICAN COMMERCIAL LINES FUNDING CORPORATION, as the
Seller
By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: Senior Vice President
AMERICAN COMMERCIAL BARGE LINE LLC, individually and as
Servicer
By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: Senior Vice President
JUPITER SECURITIZATION CORPORATION, as a Purchaser
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: Director
BANK ONE, NA, as a Purchaser and as Agent
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: Director
