Exhibit 10(t)
FIRST AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT
This Amendment is dated as of July 19, 1993 among BLOUNT,
INC., a Delaware corporation ("Parent"), DIXON INDUSTRIES, INC., a
Kansas corporation ("Dixon"), GEAR PRODUCTS, INC. ("Gear"); Parent,
Dixon and Gear each being called "Seller", and collectively,
"Sellers", and CONTINENTAL BANK N.A., a national banking associa-
tion ("Purchaser").
Background
1. Sellers and Purchaser have entered into a Receivables
Purchase Agreement, dated as of November 8, 1991 (the "Existing
Agreement"), pursuant to which Sellers have and continue to sell to
Purchaser Undivided Interests (this and other terms not defined
herein being used herein as defined in the Existing Agreement) in
Pool Receivables, consisting of trade receivables under which the
Obligors are United States residents.
2. Sellers and Parent desire to amend the Existing Agreement
to permit Receivables which are owed by Obligors which are not
United States residents to be included as Pool Receivables,
provided such Receivables are subject to and covered under export
credit insurance policies issued by the Export-Import Bank of the
United States ("Insurer"), subject to the limits and conditions
stated herein.
NOW, THEREFORE, in consideration of the premises and mutual
agreements herein contained, the parties hereto agree as follows:
ARTICLE I
AMENDMENTS
1. Subsections (d) and (e) of the definition of "Eligible
Receivable" contained in Appendix A to the Existing Agreement are
amended as follows:
Subsection (d) is amended by deleting the period at the
end thereof and inserting ",provided subsection (d) shall
not apply to Insured Receivables."
Subsection (e) is amended in its entirety to read as
follows: "(e) the Obligor of which (i) is not an Affili-
ate of any of the parties hereto, (ii) is not a govern-
ment or a governmental subdivision or agency, and (iii)
is a United States resident or, if not a United States
resident, such Receivable is an Insured Receivable."
2. The definition of "Collections" contained in Appendix A
to the Existing Agreement is amended by inserting in line 7 of
subsection (a) after "insurance payments" the following "under the
Policy or otherwise."
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3. The definition of "Pool Receivable" in Appendix A is
amended by deleting the period at the end thereof and inserting
"and any Insured Receivable."
4. A new definition of "Insured Receivable" should be
inserted in Appendix A after the definition of "Initial Discount
Percentage":
"Insured Receivable" means any Eligible Receivable
insured by the Export-Import Bank of the United States
("Insurer") pursuant to one or more Export Credit
Insurance Policies (all Policies together with all
endorsements, declarations and amendments thereto, and
all extensions and renewals thereof or substitutions
therefor, being herein called the "Policy"), substantial-
ly in the form of Schedule A-1 and each such Policy is
assigned to Purchaser pursuant to a notification of
amounts payable form, substantially in the form of
Exhibit A-2 ("Assignment") and such Policy and Assignment
are otherwise in a form satisfactory to the Purchaser;
provided that the aggregate Unpaid Balance of all Insured
Receivables owing from such Obligors which are not United
States residents shall at no time exceed the lesser of
the aggregate limit of liability as defined in Item No.
4 of the Policy or $3,500,000.
5. Section 6.01(l) is hereby amended by inserting in line 12
after "with respect thereto" the following:
"except each Insured Receivable (i) shall be validly assigned
at the time of purchase to Purchaser pursuant to an Assign-
ment, and (ii) is and shall remain at the time of each
purchase until paid in full, fully insured by Insurer to the
full extent of the coverage under the Policy,
6. The definition of "Related Security" contained in
Appendix A to the Existing Agreement is amended by deleting the
period at the end of the first sentence and inserting the following
at the end of subsection (e): "including, without limitation, the
Policy."
7. Section 7.01(e) is amended in its entirety to read as
follows:
"Performance and Compliance with Receivables, Contracts
and Policy. At its expense timely and fully perform and
comply with all material provisions, covenants and other
promises required to be observed by it under the Contracts
related to the Pool Receivables; all purchase orders and other
agreements related to such Pool Receivables and under the
Policy."
8. Section 8.04 is amended by adding at the end thereof a
new subsection (d) to read as follows:
(d) Each Seller, if applicable, with respect to each
Insured Receivable, shall (i) pay in a timely
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manner, any and all premiums and fees required to
maintain the Policy in full force and effect and to
the full extent of the coverage thereunder; (ii)
take any and all action necessary to maintain the
Assignment in full force and effect, (iii) comply
with all terms and conditions of the Policy and
promptly file all claims as permitted to be filed
in accordance with the terms of the Policy for all
losses insured thereunder.
9. Section 9.01 is hereby amended by inserting after "Pool
Receivables" the following: "the Policy,"
10. Section 13.01 is amended by inserting the following new
subsections (x) and (xi) after subsection (ix):
(x) Any Insured Receivable which is uninsured under the
Policy for any reason whatsoever, whether in whole
or in part, including, without limitation, due to
the amount of, including, without limitation, any
deductible under the Policy.
(xi) The failure by the Seller, for any reason to
(a) maintain the Policy or Assignment in full force
and effect and to the full extent of the coverage
thereunder; (b) pay in a timely manner, any and all
premiums and fees required to maintain the Policy
in full force and effect and to the full extent of
the coverage thereunder; or (c) comply with all
terms and conditions of the Policy and promptly
file all claims as permitted to be filed in accor-
dance with the terms of the Policy for all losses
insured thereunder.
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ARTICLE II
MISCELLANEOUS
SECTION 1. Representations and Warranties. Each Seller
certifies that its representations and warranties contained in
Section 6.01 of the Existing Agreement are correct on and as of the
date hereof as though made on and as of this date (except in the
case of the representation made in Section 6.01(d) such representa-
tion shall be modified to provide that the transfer and assignment
of an Insured Receivable interest shall be assigned in whole rather
than as an Undivided Interest) and no event has occurred and is
continuing or would result from this Amendment, or the transactions
contemplated hereby, constituting a Termination Event or Unmatured
Termination Event.
SECTION 2. 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
ILLINOIS, EXCEPT TO THE EXTENT THAT THE PERFECTION OF THE INTERESTS
OF THE PURCHASERS IN THE RECEIVABLES IS GOVERNED BY THE LAWS OF THE
JURISDICTION OTHER THAN THE STATE OF ILLINOIS.
SECTION 3. Confirmation of the Existing Agreement. Except
as amended hereby, the Existing Agreement shall remain in full
force and effect and is hereby ratified and confirmed in all
respects.
SECTION 4. 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 Agreement.
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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.
BLOUNT, INC.,
as a Seller and initial Servicer
By /s/ Ronald K. Gorland
Title: Treasurer
DIXON INDUSTRIES, INC.,
as a Seller
By /s/ Ronald K. Gorland
Title: Treasurer
GEAR PRODUCTS, INC.,
as a Seller
By /s/ Ronald K. Gorland
Title: Treasurer
CONTINENTAL BANK N.A.,
as Purchaser
By /s/ Kathleen M. Kulla
Title: Vice President
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