AMENDMENT NO. 3 OF RECEIVABLES PURCHASE AGREEMENT
AMENDMENT NO. 3, dated as of June 27, 1997, to the
Receivables Purchase Agreement, dated as of November 15, 1994, as
amended and restated as of December 29, 1995, and as further
amended as of June 27, 1996 and as of September 6, 1996 (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 hereby amended, as of the date hereof, as follows:
A. In the definition of "Weekly Settlement Trigger" in
Exhibit I, Consolidated Net Interest Coverage Ratio and Leverage
Ratio are hereby amended to read as follows:
"(a) The Consolidated Net Interest Coverage Ratio for
any period of four consecutive fiscal quarters, in each case
taken as one accounting period, ended on the last day of a fiscal
quarter set forth below, shall be less than the amount set forth
opposite such period below:
Fiscal Quarter Ratio
-------------- -----
June 1997 3.00 : 1.00
September 1997 3.00 : 1.00
December 1997 3.00 : 1.00
March 1998 3.00 : 1.00
June 1998 3.00 : 1.00
September 1998 3.25 : 1.00
December 1998 3.25 : 1.00
March 1999 and thereafter 3.50 : 1.00
(b) The Leverage Ratio at any time shall be greater than
the ratio set forth opposite the fiscal quarter most recently
ended as set forth below:
Fiscal Quarter Ratio
-------------- -----
June 1997 4.65 : 1.00
September 1997 4.65 : 1.00
December 1997 4.65 : 1.00
March 1998 4.50 : 1.00
June 1998 4.50 : 1.00
September 1998 4:35 : 1.00
December 1998 4.25 : 1.00
March 1999 and thereafter 4.00 : 1.00"
B. The definition of "Bank Credit Agreement" in Exhibit
I shall be amended to provide in its entirety as follows:
"Bank Credit Agreement" means the Credit Agreement dated as
of November 17, 1994, as amended and restated as of December 29,
1995 and as further amended and restated as of September 6, 1996
and as of June 27, 1997, among Furniture Brands International,
Inc. (f/k/a Interco), Broyhill, Lane, Thomasville, the banks
named therein and Bankers Trust Company, as agent."
2. Consent to Amendment of Bank Credit Agreement.
Pursuant to the first sentence of the section of Exhibit I to the
Agreement captioned "Other Terms", and for the purpose of giving
effect to certain terms defined in the Bank Credit Agreement (as
amended and restated as set forth above) which are referenced in
the Agreement, the Agent hereby consents to the amendment and
restatement of the Bank Credit Agreement as of June 27, 1997.
3. Execution in Counterparts, Etc. This 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 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.
4. Agreement in Full Force and Effect. Except as
amended by 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.
5. Amendment of Originator Purchase Agreement.
Pursuant to 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.
6. References to Agreement. From and after the date
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.
7. Further Assurances. The parties hereto agree to
execute and deliver any and all further agreements, certificates
and other documents reasonably necessary to implement the
provisions of this Amendment.
8. Governing Law. This Amendment shall be governed
by, and 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
--------------------
Name: David P. Howard
Title: President
ISSUER: ATLANTIC ASSET SECURITIZATION CORP.
By: Credit Lyonnais New York Branch,
as Attorney-in-Fact
By: David C. Fink
-------------------------
Name: David C. Fink
Title: Vice President
AGENT: CREDIT LYONNAIS NEW YORK BRANCH, as Agent
By: David C. Fink
------------------------
Name: David C. Fink
Title: Vice President
Pursuant to clause (c) of Section 8 of the LAPA, each of the
undersigned hereby consent to the foregoing:
THE BANK OF NEW YORK
By: John M. Lokay, Jr.
----------------------
Name: John M. Lokay, Jr.
Title: Vice President
THE INDUSTRIAL BANK OF JAPAN, LTD.,
CHICAGO BRANCH
By: Hiroki Yamada
-------------------
Name: Hiroki Yamada
Title: General Manager
THE BANK OF TOKYO - MITSUBISHI,
LTD. f/k/a The Mitsubishi Bank, Ltd.
By: Yosuke Aoyagi
--------------------
Name: Yosuke Aoyagi
Title: Authorized Signatory
CAISSE NATIONALE DE CREDIT
AGRICOLE
By: Katherine L. Abbott
------------------------
Name: Katherine L. Abbott
Title: First Vice President
RAIFFEISEN ZENTRALBANK OSTERREICH
AKTIENGESELLSCHAFT
By: Martin Gwell
------------------------
Name: Martin Gwell
Title: Vice President
By: Michael Meyer
------------------------
Name: Michael Meyer
Title: Vice President