Exhibit 4.2(c)
SECOND AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT
THIS SECOND AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT dated as of
December 18, 1998 (the "Amendment") is entered into among APPLIED POWER CREDIT
CORPORATION, a Nevada corporation ("Seller"), APPLIED POWER INC., a Wisconsin
corporation, individually and as the initial Servicer (the "Servicer"), BARTON
CAPITAL CORPORATION, a Delaware corporation, as the Purchaser (the "Purchaser"),
and SOCIETE GENERALE, a banking corporation organized under the laws of France,
acting through its Chicago Branch, as agent for the Purchaser (in such capacity,
the "Agent").
R E C I T A L S
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A. The Seller, the Servicer, the Purchaser and the Agent have entered into
that certain Receivables Purchase Agreement, dated as of November 20, 1997 (as
heretofore amended, supplemented or otherwise modified, the "Receivables
Purchase Agreement"), pursuant to which Seller will sell to Purchaser certain
Undivided Interests in all outstanding Pool Receivables purchased by Seller from
the Originators pursuant to the Purchase and Sale Agreement (as defined in the
Receivables Purchase Agreement).
B. The parties to the Receivables Purchase Agreement desire to enter into
this Amendment to amend the Receivables Purchase Agreement.
1. Certain Defined Terms. Capitalized terms used but not defined herein
shall have the meanings set forth for such terms in Schedule I to the
Receivables Purchase Agreement.
2. Amendments to Receivables Purchase Agreement. The Receivables Purchase
Agreement is hereby amended as follows:
(a) Section 1.03(a) of the Receivables Purchase Agreement is hereby
amended by deleting the amount "$90,000,000" where it appears in such
Section and inserting in lieu thereof the amount "$150,000,000."
(b) The definition of "Demand Note" set forth in Schedule I to the
Receivables Purchase Agreement is hereby amended in its entirety as
follows:
"Demand Note" means the Second Amended and Restated Demand
Promissory Note, in the original principal amount of $24,000,000
issued by API to Seller.
(c) The definition of "Receivable" set forth in Schedule I to the
Receivables Purchase Agreement is hereby amended by adding, immediately
preceding the period at the end thereof, the following proviso:
"; provided, however, that the term "Receivable" shall not
include any right to payment to the Originator of which is Electronic
Solutions and the obligor of which is Allied Signal, Inc."
3. Conditions to Effectiveness. This Amendment shall become effective on
the date hereof when all of the following conditions have been satisfied:
(a) All of the parties hereto shall have executed such Amendment;
(b) The Agent shall have received the written consent of the Majority
Purchasers (as defined in the Stand-By Purchase Agreement); and
(c) The Agent shall have received from the Seller a fee in the amount
of $35,000.
4. Effect of Amendment. Except as expressly amended and modified by this
Amendment, all provisions of the Receivables Purchase Agreement shall remain in
full force and effect. After this Amendment becomes effective, all references
in each of the Agreements to "this Agreement", "hereof", "herein", or words of
similar effect referring to such Agreement shall be deemed to be references to
the Receivables Purchase Agreement, as amended by this Amendment. This
Amendment shall not be deemed to expressly or impliedly waive, amend or
supplement any provision of the Agreements other than as set forth herein.
5. Counterparts. This Amendment may be executed in any number of
counterparts and by different parties on separate counterparts, and each
counterpart shall be deemed to be an original, and all such counterparts shall
together constitute but one and the same instrument.
6. Governing Law. This Amendment shall be governed by, and construed in
accordance with the law of the State of Illinois without regard to any otherwise
applicable principles of conflicts of law.
7. Section Headings. The various headings of this Amendment are inserted
for convenience only and shall not affect the meaning or interpretation of this
Amendment or the Receivables Purchase Agreement or any provision hereof or
thereof.
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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.
APPLIED POWER CREDIT CORPORATION
By: /s/ James Maxwell IV
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Name: James Maxwell IV
Title: Assistant Treasurer
APPLIED POWER INC.
By: /s/ James Maxwell IV
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Name: James Maxwell IV
Title: Assistant Treasurer
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BARTON CAPITAL CORPORATION
By: /s/ Juliana Johnson
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Name: Juliana C. Johnson
Title: Vice President
SOCIETE GENERALE,
as the Agent
By: /s/ Martin J. Finan
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Name: Martin J. Finan
Title: Director
By: /s/ Bradley P. Summers
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Name: Bradley P. Summers
Title: Director
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