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:
<Table>
<Caption>
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%
</Table>
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