EX-10.2 1st Amendment to Receivables Purchase Agmt

Contract Categories: Business Finance - Purchase Agreements
EX-10.2 4 d98324exv10w2.txt EX-10.2 1ST AMENDMENT TO RECEIVABLES PURCHASE AGMT EXHIBIT 10.2 FIRST AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT THIS FIRST AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT, dated as of June 12, 2002 (this "AMENDMENT"), is entered into by and among TBSV, Inc., a, Delaware corporation ("SELLER"), Thomas & Betts Corporation, a Tennessee corporation, ("INITIAL MASTER SERVICER"), Blue Ridge Asset Funding Corporation, a Delaware corporation ("PURCHASER"), and Wachovia Bank National Association ("ADMINISTRATIVE AGENT"), and pertains to the Receivables Purchase Agreement dated as of September 21, 2001 amongst the parties hereto (as heretofore and hereby amended, the "PURCHASE AGREEMENT"). UNLESS OTHERWISE DEFINED IN THIS AMENDMENT CAPITALIZED TERMS USED HEREIN SHALL HAVE THE MEANINGS ASSIGNED TO SUCH TERMS IN THE PURCHASE AGREEMENT. PRELIMINARY STATEMENTS WHEREAS, The Seller wishes to make certain amendments to the Purchase Agreement; and WHEREAS, The Purchaser and Administrative Agent are willing to agree to such amendments. NOW, THEREFORE, in consideration of the foregoing premises and the mutual agreements herein contained and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows: 1. The definition of "OBLIGOR CONCENTRATION LIMIT" is hereby amended and restated in its entirety as follows: Obligor Concentration Limit: At any time, in relation to the aggregate Outstanding Balance of Receivables owed by any single Obligor and its Affiliates (if any), the applicable concentration limit shall be determined for Obligors who have short term unsecured debt ratings currently assigned to them by S&P and Moody's (or in the absence thereof, the equivalent long term unsecured senior debt ratings), according to the following table:
ALLOWABLE % OF ELIGIBLE S&P RATING MOODY'S RATING RECEIVABLES ------------------------------ ---------------------------- ---------------------------- A-1+ P-1 10% A-1 P-1 8% A-2 P-2 8% A-3 P-3 8% Below A-3 or N/R Below A-3 or N/R 6%
provided, however, that (i) if any Obligor has a split rating, the applicable rating will be the lower of the two, (ii) if any Obligor is not rated by either S&P or Moody's, the applicable Obligor Concentration Limit shall be the one set forth in the last line of the table above, (iii) no more than 2.0% of the aggregate Outstanding Balance of Eligible Receivables may be owed by an Obligor of Government Receivables and (iv) subject to satisfaction of the Rating Agency Condition and/or an increase in the percentage set forth in clause (i)(A) of the definition of "Required Reserve," upon the Seller's request from time to time, the Administrative Agent may agree to a higher percentage of Eligible Receivables for a particular Obligor and its Affiliates (each such higher percentage, a "Special Concentration Limit"), it being understood that any Special Concentration Limit may be cancelled by the Administrative Agent upon not less than five (5) Business Days' written notice to the Seller Parties. 2. The definition of "REQUIRED RESERVE FACTOR FLOOR" is hereby amended and restated in its entirety as follows: Required Reserve Factor Floor: For any Collection Period, the sum (expressed as a percentage) of (i) 24% plus (ii) the product of the Adjusted Dilution Ratio and the Dilution Horizon Ratio, in each case, as of the immediately proceeding Cut-Off Date. 3. This amendment shall become effective as of the date hereof when each of the parties hereto shall have executed counterparts of the Amendment and each party shall have forwarded a counterpart executed by it to the other parties hereto. 4. Except as amended hereby, the Agreement remains in full force and effect. This Amendment may be executed by the parties hereto in separate counterparts, each of which shall be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. (Signature page follows) BLUE RIDGE ASSET FUNDING CORPORATION, as Purchaser By: Wachovia Bank National Association As Attorney in Fact By: /s/ ELIZABETH R. WAGNER -------------------------- Name: Elizabeth R. Wagner Title: Director WACHOVIA BANK NATIONAL ASSOCIATION, as Administrative Agent By: /s/ RICHARD A. OGLESBY, JR. ------------------------------ Name: Richard A. Oglesby, Jr. Title: Managing Director TBSPV, Inc as Seller By: /s/ TOM OVIATT ------------------------------ Name: Tom Oviatt Title: Treasurer Thomas & Betts Corporation, as Initial Master Servicer By: /s/ TOM OVIATT ------------------------------ Name: Tom Oviatt Title: Treasurer