Amendment to Amended and Restated Receivables Purchase Agreement among Three Rivers Funding Corporation, Exide U.S. Funding Corporation, and Exide Technologies

Summary

This amendment updates the terms of a prior Receivables Purchase Agreement between Three Rivers Funding Corporation, Exide U.S. Funding Corporation, and Exide Technologies. The changes include revised definitions and calculations for certain financial terms, the addition of new definitions, and updated reporting requirements regarding the D&B Rating and financial statements of Genuine Auto Parts. The amendment is effective once all parties have signed, and all other terms of the original agreement remain in effect.

EX-4.2 5 dex42.txt AMENDED & RESTATED RECEIVABLES PURCHASE AGREEMENT Exhibit 4.2 AMENDMENT TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT AMENDMENT TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (this "Amendment") dated as of September 27, 2001 among Three Rivers Funding Corporation ("TRFCO"), Exide U.S. Funding Corporation (the "Seller") and Exide Technologies (formerly known as Exide Corporation) (the "Servicer"). Preliminary Statements. (1) TRFCO, the Seller and the Servicer are parties to an Amended and Restated Receivables Purchase Agreement dated as of September 29, 2000 (the "Receivables Purchase Agreement"; other capitalized terms not defined herein shall have the meanings attributed to them in the Receivables Purchase Agreement); and (2) TRFCO, the Seller and the Servicer wish to amend the Receivables Purchase Agreement in accordance with Section 1 below. NOW, THEREFORE, the parties agree as follows: SECTION 1. AMENDMENTS TO RECEIVABLES PURCHASE AGREEMENT The Receivables Purchase Agreement is amended effective as of the date first above written as follows: 1.1 The definition of the term "Credit Enhancement Floor" is hereby amended to read in its entirety as follows: "'Credit Enhancement Floor' shall mean, with respect to any Settlement Date and the Effective Date, the sum of (a) fifteen percent (15%), plus (b) the Expected Dilution with respect to each Dilution Factor as of such date." 1.2 The parties hereto agree that, effective as of the date hereof, the definition of the term "Credit Enhancement Reserve" set forth in Section 1.01 of the Receivables Purchase Agreement is hereby amended by replacing the language "(x) the Settlement Period Amount with respect to the related Settlement Period times 6, plus" set forth in subsection (2) therein with "(x) the Settlement Period Reserve, plus". 1.3 The parties hereto agree that, effective as of the date hereof, Section 1.01 of the Receivables Purchase Agreement is hereby amended by adding the following definition in proper alphabetical order: "'D&B' shall mean Dun & Bradstreet." 1.4 The parties hereto agree that, effective as of the date hereof, Section 1.01 of the Receivables Purchase Agreement is hereby amended by adding the following definition in proper alphabetical order: "'D&B Rating' shall mean the rating given to an Obligor by D&B. 1.5 The parties hereto agree that, effective as of the date hereof, the definition of the term "Servicer's Compensation Reserve" set forth in Section 1.01 of the Receivables Purchase Agreement is hereby amended by replacing "three" set forth in (b) therein with "one and one half (1.5)". 1.6 The parties hereto agree that, effective as of the date hereof, the Receivables Purchase Agreement is hereby amended by adding the following definition in proper alphabetical order: "'Settlement Period Reserve' shall mean, with respect to any Settlement Period, an amount equal to the result of (X) the Settlement Period Amount for such Settlement Period, divided by (Y) the actual number of days in such Settlement Period, times (Z) the product of the Days Sales Outstanding as of the last day of the most recently completed Accounting Period times 1.5." 1.7 The parties hereto agree that, effective as of the date hereof, Section 5.06(b) of the Receivables Purchase Agreement is hereby amended by replacing the language "the Settlement Period Amount times 6, plus" set forth as subsection (3) therein, with "the Settlement Period Reserve, plus". 1.8 The Parties hereto agree that, effective as of the date hereof, Exhibit I to the Receivables Purchase Agreement is hereby amended by replacing it in its entirety with the Exhibit I attached hereto, and that the Special Concentration Limit for each Obligor named therein will be the percentage set forth opposite the line describing the characteristics applicable to such Obligor. SECTION 2: OTHER CONSIDERATIONS 2.1 The Parties hereto agree that, effective as of the date hereof, each Settlement Statement will set forth the current D&B Rating of Genuine Auto Parts. 2.2 The Seller agrees that, effective as of the date hereof, the Seller will provide TRFCO annually with a copy of the audited financial statements of Genuine Auto Parts promptly after the preparation thereof. SECTION 3: CONDITIONS PRECEDENT The effectiveness of this Amendment shall be subject to the conditions precedent that TRFCO shall have received this Amendment executed by each party hereto. SECTION 4: CONFIRMATION OF RECEIVABLES PURCHASE AGREEMENT Except as herein expressly amended, the Receivables Purchase Agreement is ratified and confirmed in all respects and shall remain in full force and effect in accordance with its terms. All references in the Program Documents to the Receivables Purchase Agreement on and after the date hereof shall be deemed to refer to the Receivables Purchase Agreement as amended by this Amendment, and as hereinafter amended or restated. SECTION 5: GOVERNING LAW THIS AGREEMENT OF AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES THEREOF. SECTION 6: EXECUTION IN COUNTERPARTS This Agreement of 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 agreement. IN WITNESS WHEREOF, the parties hereto, by their duly authorized signatories, have executed and delivered this Agreement of Amendment as of the date first above written. THREE RIVERS FUNDING CORPORATION By:_____________________________________ Title:__________________________________ Address: c/o Global Securitization Services, LLC 114 West 47th Street, Suite 1715 New York, New York 10036 Attention: Mr. Bernard J. Angelo Telephone: (212) 302-5151 Facsimile: (212) 302-8767 with a copy of all notices to: Mellon Bank, N.A., as Referral Agent One Mellon Bank Center - Room 0410 Pittsburgh, Pennsylvania ###-###-#### Attention: Mr. Jonathan F. Widich Telephone: (412) 234-0711 Facsimile: (412) 234-5434 EXIDE U.S. FUNDING CORPORATION By:_____________________________________ Title:__________________________________ Address: 210 Carnegie Center, Suite 500 Princeton, New Jersey 08540 Attention: Mr. Thomas L. O'Neill Telephone: (609) 627-7224 Facsimile: (609) 627-7183 EXIDE TECHNOLOGIES By:_____________________________________ Title:__________________________________ Address: 210 Carnegie Center, Suite 500 Princeton, New Jersey 08540 Attention: Mr. Thomas L. O'Neill Telephone: (609) 627-7224 Facsimile: (609) 627-7183