AMENDMENT NO. 1 OF RECEIVABLES PURCHASE AGREEMENT
AMENDMENT NO. 1, dated as of June 27, 1996, to the
Receivables Purchase Agreement, dated as of November 15, 1994, as
amended and restated as of December 29, 1995 (the "Agreement")
among INTERCO RECEIVABLES CORP. (the "Seller"), ATLANTIC ASSET
SECURITIZATION CORP. (the "Issuer"), and CREDIT LYONNAIS NEW YORK
BRANCH ("CL-NY"), as agent (the "Agent") for the Investors (the
"Amendment").
RECITALS
WHEREAS, the Seller, the Issuer and the Agent 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
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hereby amended, as of the date hereof, as follows:
(a) The definition of "Eligible Foreign Receivable" in
Exhibit I shall be amended to provide in its entirety as
follows:
""Eligible Foreign Receivable" means a Receivable
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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 Agent 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 all of the Relevant
Rating Agencies shall have notified the Agent that the
purchase of Receivables of the type described in this
clause (i) will not result in a reduction or
withdrawal of their respective ratings on the
commercial paper issued by the Issuer; or
(ii) the Obligor of such Receivable is a Canadian
resident, the Agent holds a first priority, perfected
security interest in such Receivable which is
enforceable under applicable Canadian law, the Agent
has received an opinion of Canadian counsel for the
Seller, in form and substance satisfactory to the
Agent, as to perfection, enforcement, taxes and such
other matters as the Agent may reasonably request, and
all of the Relevant Rating Agencies shall have
notified the Agent that the purchase of Receivables of
the type described in this clause (ii) will not result
in a reduction or withdrawal of their respective
ratings on the commercial paper issued by the Issuer;
provided, however, that the aggregate Outstanding Balance of
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Eligible Foreign Receivables which shall be considered
Eligible Receivables shall not at any time exceed an amount
equal to 10% of the Purchase Limit."
(b) The definition of "Normal Concentration Percentage" in
Exhibit I shall be amended to provide in its entirety as follows:
""Normal Concentration Percentage" for any Obligor
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means at any time 2%, or such other percentage
("Special Concentration Percentage") set forth below
for such Obligor; provided that in the case of an
Obligor with any Affiliated Obligor, the Normal
Concentration Percentage and the Special Concentration
Percentage shall be calculated as if such Obligor and
such Affiliated Obligor are one Obligor; provided
further that in the case of an Obligor having
Receivables fully supported by an irrevocable letter of
credit issued by an Eligible LOC Bank, the Normal
Concentration Percentage shall be calculated as if such
Eligible LOC Bank is the Obligor; provided further that
the Agent may cancel any Special Concentration
Percentage upon three Business Days' notice to the
Seller. The Special Concentration Percentages for J.C.
Penney Company, Inc. and Sears Roebuck & Co. shall be
15% and 10%, respectively; provided, however, that such
Special Concentration Percentages shall be increased
(subject to the Agent's right to cancel any Special
Concentration Percentage upon three Business Days'
notice to the Seller) or reduced based on subsequent
changes in such debt ratings as set forth below:
Long-Term Public Special Concentration
Senior Debt Rating Percentage
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A+ and A1 or above 15%
BBB and Baa2 or above 10%
below BBB or Baa2 2%
The Special Concentration Percentage of Haverty
Furniture Companies, Inc. and Wal-Mart Stores, Inc.
shall each be 5%. At each annual anniversary of the
execution of the Agreement, the foregoing Special
Concentration Percentages for Haverty Furniture
Companies, Inc. and Wal-Mart Stores, Inc. may be
revised by request of the Seller, provided that such
revision is consented to by the Agent (it being
understood that the Agent agrees to duly consider such
request but shall have no obligation to give such
consent). The Agent shall provide the Relevant Rating
Agencies with prior notice of any proposed increase in
any Special Concentration Percentage or the
establishment of any new Special Concentration
Percentage."
(c) Clause (c) of Item 3 of Exhibit II shall be amended to
provide in its entirety as follows:
"(c) the Agent shall have received, on or prior to the
date of any such purchase or reinvestment during the period
from July 10 to September 10 of each year prior to the
occurrence of the Facility Termination Date, evidence of the
deposit, into the July CCA, of an amount equal to the
maximum July Availability less, in the case of any such
purchase or reinvestment during the period from August 10 to
September 10 of any such year, any amount repaid to the CCA
Depositors (as defined in the LAPA) following the receipt by
the Agent of the Seller Report for the fiscal month of July,
and".
(d) In subclause (a) of clause (l) of Exhibit IV the
reference to "Eligible Receivables" shall be amended to read
"Receivables".
2. Execution in Counterparts, Etc. This Amendment may be
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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
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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. Amendment of Originator Purchase Agreement. Pursuant to
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paragraph (n) of Exhibit IV to the Agreement, the Agent hereby
consents to the amendment, as of the date hereof, of the
Originator Purchase Agreement, in the form previously delivered
to the Agent.
5. References to Agreement. From and after the date
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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.
6. Further Assurances. The parties hereto agree to execute
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and deliver any and all further agreements, certificates and
other documents reasonably necessary to implement the provisions
of this Amendment.
7. Governing Law. This Amendment shall be governed by, and
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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 Seller, the Issuer and the Agent
have caused this Amendment to be duly executed by their
respective officers thereunto duly authorized as of the day and
year first above written.
SELLER: INTERCO RECEIVABLES CORP.
By: David P. Howard
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Name: David P. Howard
Title: President
ISSUER: ATLANTIC ASSET SECURITIZATION CORP.
By: Credit Lyonnais New York Branch,
as Attorney-in-Fact
By: Donna Kunzig
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Name: Donna Kunzig
Title: Vice President
AGENT: CREDIT LYONNAIS NEW YORK BRANCH, as Agent
By: Donna Kunzig
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Name: Donna Kunzig
Title: Vice President
Pursuant to clause (c)(i) of Item 8 of the LAPA, each of the
undersigned hereby consent to the foregoing:
THE BANK OF NEW YORK
By: John C. Lambert
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Name: John C. Lambert
Title: Vice President
THE INDUSTRIAL BANK OF JAPAN, LTD.,
CHICAGO BRANCH
By: Hiroki Yamada
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Name: Hiroki Yamada
Title: General Manager
THE BANK OF TOKYO - MITSUBISHI,
LTD. f/k/a The Mitsubishi Bank, Ltd.
By: M. Aoki
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Name: M. Aoki
Title: Vice President