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EXHIBIT 10.15
EXECUTION COPY
OMNIBUS AMENDMENT NO. 1
TO
SERIES 1998-1 SUPPLEMENT
AND
CERTIFICATE PURCHASE AGREEMENT
(AmeriServe Receivables Master Trust, Series 1998-1)
This AMENDMENT NO. 1 dated as of June 1, 1999 (this "Amendment"), is
among AmeriServe Funding Corporation, a Delaware corporation ("AFC"); AmeriServe
Food Distribution, Inc., a Delaware corporation ("AmeriServe"); Norwest Bank
Minnesota, National Association, a national banking association ("Norwest"), as
Trustee; LaSalle National Bank, Christiania Bank og Kreditkasse and Bank of
America National Trust and Savings Association, a national banking association
("Bank of America"), each as a Series 1998-1 Certificateholder; and Bank of
America, as Agent.
W I T N E S S E T H
WHEREAS, AFC, as Transferor, AmeriServe, as the initial Servicer, and
Norwest, as Trustee are the parties to the Series 1998-1 Supplement to the
Pooling and Servicing Agreement dated as of July 28, 1998 (the "Supplement").
WHEREAS, AFC, as Transferor, AmeriServe and the Series 1998-1
Certificateholders are the parties to the Certificate Purchase Agreement dated
as of July 28, 1998 (the "CPA").
WHEREAS, the current aggregate Stated Amount of Series 1998-1 is
$105,000,000 (the "Original Series 1998-1 Aggregate Stated Amount").
WHEREAS, the parties hereto desire, among other things, to amend the
Supplement and the CPA to increase the Original Series 1998-1 Aggregate Stated
Amount by fifty million Dollars ($50,000,000) for a period of one hundred twenty
(120) days.
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which the parties hereto hereby acknowledge, the parties hereto
agree as follows:
SECTION 1. Definitions. As used herein, capitalized terms which are defined
in the preamble hereto shall have the meanings as so defined, and capitalized
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terms used herein and not otherwise defined are used as defined in (or by
reference in) the Supplement.
SECTION 2. Amendments to Supplement.
(a) The definition of Certificate Spread in Section 1.1(c) of the
Supplement is hereby amended in its entirety to read as follows:
"Certificate Spread" means: (A) if Tricon has a senior public
unsecured debt rating from each of the Rating Agencies of at least
"BBB" or higher, the Certificate Spread shall be .750% per annum; (B)
if Tricon has a senior public unsecured debt rating from each of the
Rating Agencies of "BBB-", the Certificate Spread shall be 1.00% per
annum; (C) if Tricon has a senior public unsecured debt rating from
each of the Rating Agencies of at least "BB" but less than "BBB-", the
Certificate Spread shall be 1.40% per annum; (D) if Tricon has a senior
public unsecured debt rating from each of the Rating Agencies of "BB-",
the Certificate Spread shall be 1.75% per annum; (E) if Tricon has a
senior public unsecured debt rating from each of the Rating Agencies of
"B+" or has a senior public unsecured debt rating from any of the
Rating Agencies below "B+" or if Tricon does not have a senior public
unsecured debt rating from each of the Rating Agencies, the Certificate
Spread shall be 2.00% per annum; and (F) notwithstanding Tricon's
senior public unsecured debt rating and the foregoing, at any time a
Spread Increase Event has occurred and is continuing, the Certificate
Spread shall be 2.50% per annum; provided, however that Trustee shall
not be responsible for determining the senior public unsecured debt
rating of Tricon.
(b) Section 1.1(c) of the Supplement is hereby amended by adding the
following definitions in the proper alphabetical order in such section:
"Increase Period" means the period from June 1, 1999, until
the first day that is one hundred twenty (120) days after such date,
or, if such day is not a Business Day, the first succeeding Business
Day.
"Spread Increase Event" means on any day on or after the
thirtieth (30th) day following the end of the Increase Period, that the
Aggregate Invested Amount is greater than one hundred five million
Dollars ($105,000,000).
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(d) Section 1.1(c) of the Supplement is hereby amended by adding the
following at the end of the definition of "Stated Amount":
"The aggregate Stated Amount of all Series 1998-1 Certificates shall be
$155,000,000 during the Increase Period and shall automatically be
reduced to $105,000,000 on the last day of the Increase Period."
SECTION 3. Increase of the Stated Amount under the CPA.
(a) Notwithstanding Schedule I to the CPA, from the Effective Date (as
defined below) until the last day of the Increase Period, the Stated Amount of
Bank of America's Series 1998-1 Certificates shall be deemed to be increased in
an amount equal to fifty million Dollars ($50,000,000).
(b) In connection with such deemed increase to the Stated Amount
pursuant to clause (a) above, the parties hereto agree that Bank of America's
Series 1998-1 Certificate No. 9 is hereby deemed to be amended by temporarily
increasing the Maximum Principal Amount thereof by fifty million Dollars
($50,000,000) during the Increase Period to reflect such temporary deemed
increase to the related Stated Amount.
SECTION 4. Procedures for Increasing Invested Amounts under the CPA.
Notwithstanding Section 2.2 of the CPA or any other provision in the CPA to the
contrary, the parties hereto agree that: (a) during the month of June 1999,
there shall be one special Increase to Bank of America's Series 1998-1
Certificate No. 9 with an Increase Amount of fifty million Dollars ($50,000,000)
and (b) such Increase shall be effective and binding on the parties hereto from
the date, on or after the Effective Date, such parties agree until the last day
of the Increase Period irrespective of the mechanics for an Increase set forth
in the CPA and whether or not such increase occurs on a Distribution Date.
SECTION 5. Absence of Early Amortization Events and Unmatured Early
Amortization Events. Each of AFC and AmeriServe (in its capacity as Servicer and
otherwise) hereby severally represents and warrants to the other parties hereto
that, on and as of the Effective Date (as defined below), no Early Amortization
Event or Unmatured Early Amortization Event has occurred and is continuing.
SECTION 6. Effective Date; Binding Effect; Ratification; Series 1998-1
Certificateholders Consent.
(a) This Amendment shall become effective as of the date (the
"Effective Date") when (i) the Series 1998-1 Certificateholders shall have
received, in form and substance satisfactory to them, (A) evidence that
AmeriServe and AFC have
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authorized this Amendment, (B) favorable opinions of counsel for AmeriServe and
AFC covering this Amendment as well as updating the opinions given in connection
with the issuance of Series 1998-1, and (C) evidence that the applicable rating
agencies have approved this Amendment and (ii) the Agent shall have received
counterparts hereof executed (including by facsimile) by the parties hereto.
(b) This Amendment shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns.
(c) On and after the execution and delivery hereof, (i) this Amendment
shall be a part of the Supplement and the CPA, as applicable, and (ii) each
reference in the Supplement and the CPA to "this Supplement" or "this Agreement"
or "hereof", "hereunder" or words of like import, and each reference in any
other document to the Supplement or the CPA shall mean and be a reference to
such CPA or Supplement, as applicable, as amended or modified hereby.
(d) Except as expressly amended or modified hereby, the Supplement and
the CPA shall remain in full force and effect and are hereby ratified and
confirmed by the parties hereto.
(e) Each Series 1998-1 Certificateholder hereby consents to this
Amendment and all of the provisions hereof.
SECTION 7. Miscellaneous. (a) THIS AMENDMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO CONFLICT OF
LAWS PRINCIPLES, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES
HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
DELAWARE.
(b) Headings used herein are for convenience of reference only and
shall not affect the meaning of this Amendment.
(c) This Amendment may be executed in any number of counterparts, and
by the parties hereto on separate counterparts (including by facsimile), each of
which shall be an original and all of which taken together shall constitute one
and the same agreement.
[Signatures Follow]
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IN WITNESS WHEREOF, the parties have executed this Amendment by their
respective officers thereunto duly authorized as of the date first above
written.
AMERISERVE FUNDING CORPORATION,
as Transferor
By:
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Name:
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Title:
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AMERISERVE FOOD DISTRIBUTION, INC.,
individually and as initial Servicer
By:
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Name:
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Title:
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NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION, as Trustee
By:
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Name:
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Title:
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CHRISTIANIA BANK OG KREDITKASSE,
as Series 1998-1 Certificateholder
By:
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Name:
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Title:
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LASALLE NATIONAL BANK,
as Series 1998-1 Certificateholder
By:
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Name:
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Title:
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BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION,
as Series 1998-1 Certificateholder
By:
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Attorney-in-fact
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, as Agent
By:
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Attorney-in-fact
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