SECOND AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT
THIS SECOND AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT
(this "Amendment") is made as of the 24th day of April, 1996, among THE
STANLEY WORKS, STANLEY MECHANICS TOOLS, INC. (formerly known as Mac Tools,
Inc.) and STANLEY-BOSTITCH, INC. (collectively, the "Sellers"); WACHOVIA BANK
OF GEORGIA, N.A. as Agent and as Purchaser; BANQUE NATIONALE DE PARIS, NEW
YORK BRANCH, ROYAL BANK OF CANADA and FLEET NATIONAL BANK (together with
Wachovia Bank of Georgia, N.A., the "Purchasers").
Background:
The Sellers, the Purchasers and the Agent have entered into
a certain Receivables Purchase Agreement dated as of December 1, 1993, and
amended pursuant to a First Amendment to Receivables Purchase Agreement dated
December 20, 1995 (as amended, the "Receivables Purchase Agreement").
The Sellers, the Purchasers and the Agent wish to amend the
Receivables Purchase Agreement in certain respects, as hereinafter provided.
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. Definitions. Capitalized terms used herein which
are not otherwise defined herein shall have the respective meanings assigned
to them in the Receivables Purchase Agreement.
SECTION 2. Amendments. The Receivables Purchase Agreement is
hereby amended as set forth in this Section 2.
2.1. Amendments to Section 5.11. Section 5.11(a) of the
Receivables Purchase Agreement is hereby amended and restated in its entirety
to read as follows:
(a) "Consolidated Cash Flow" means for any fiscal period the
sum of (i) consolidated earnings before income taxes of Stanley and
its Consolidated Subsidiaries for such fiscal period (including any
earnings representing net gain on disposition of assets) before
extraordinary items and their tax effects and before income from
discontinued operations; (ii) to the extent such amount is greater
than zero, (x) consolidated interest expense for Stanley and its
Consolidated Subsidiaries for such fiscal period, minus (y)
consolidated interest earnings for Stanley and its Consolidated
Subsidiaries for such fiscal period; (iii) consolidated depreciation
and amortization for Stanley and its Consolidated Subsidiaries for
such fiscal period, (iv) for any fiscal period which includes a fiscal
quarter in Fiscal Year 1995, restructuring charges of Stanley and its
Consolidated Subsidiaries up to an aggregate of $85.5 million in
Fiscal Year 1995 to the extent such charges are taken into account in
determining consolidated earnings during such fiscal quarter, and (v)
for any fiscal period which includes a fiscal quarter in Fiscal Year
1996, restructuring charges of Stanley and its Consolidated
Subsidiaries up to an aggregate of $100 million in Fiscal Year 1996 to
the extent such charges are taken into account in determining
consolidated earnings for such fiscal quarter; and
2.2. Amendment to Schedule 2.12. Schedule 2.12 to the
Receivables Purchase Agreement is hereby amended and restated in its entirety
to read as set forth on Schedule 2.12 to this Amendment.
2.3. Amendment to Exhibit A-2. Exhibit A-2 to the
Receivables Purchase Agreement is hereby amended and restated in its entirety
to read as set forth in Exhibit A-2 to this Amendment.
SECTION 3. No Other Amendment. Except for the amendments set
forth above, the text of the Receivables Purchase Agreement shall remain
unchanged and in full force and effect. This Amendment is not intended to
effect, nor shall it be construed as, a novation. The Receivables Purchase
Agreement and this Amendment shall be construed together as a single
instrument and any reference to the "Agreement" or any other defined term for
the Receivables Purchase Agreement in the Receivables Purchase Agreement, any
other Facility Document or any certificate, instrument or other document
delivered pursuant thereto shall mean the Receivables Purchase Agreement as
amended hereby and as it may be amended, supplemented or otherwise modified
hereafter.
SECTION 4. Representations and Warranties. The Sellers
hereby present and warrant in favor of the Agent and the Purchasers as
follows:
(a) No Potential Repurchase Event or Repurchase Event under
the Receivables Purchase Agreement has occurred and is continuing on the date
hereof;
(b) The Sellers have the corporate power and authority to
enter into this Amendment and to do all acts and things as are required or
contemplated hereunder to be done, observed and performed by them;
(c) This Amendment has been duly authorized, validly
executed and delivered by one or more authorized officers of each of the
Sellers and each of this Amendment and the Receivables Purchase Agreement, as
amended hereby constitutes the legal, valid and binding obligation of the
Sellers enforceable against each of them in accordance with its terms;
provided, that the enforceability of each of this Amendment and the
Receivables Purchase Agreement as amended hereby is subject to general
principles of equity and to bankruptcy, insolvency and similar laws affecting
the enforcement of creditors' rights generally; and
(d) The execution and delivery of this Amendment and the
Sellers' performance hereunder and under the Receivables Purchase Agreement as
amended hereby do not and will not require the consent or approval of any
regulatory authority or governmental authority or agency having jurisdiction
over the Sellers other than those which have already been obtained or given,
nor be in contravention of or in conflict with the respective Articles of
Incorporation (or equivalent organizational document) or Bylaws of the
Sellers, or the provision of any statute, or any judgment, order or indenture,
instrument, agreement or undertaking, to which any Seller is a party or by
which any Seller's assets or properties are or may become bound.
SECTION 5. Counterparts. This Amendment may be executed in
multiple counterparts, each of which shall be deemed to be an original and all
of which, taken together, shall constitute one and the same agreement.
SECTION 6. Governing Law. This Amendment shall be deemed to
be made pursuant to the laws
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of the State of Georgia with respect to agreements made and to be performed
wholly in the State of Georgia and shall be construed, interpreted, performed
and enforced in accordance therewith.
SECTION 7. Effective Date. This Amendment shall become
effective as of the date first set forth above, upon receipt by the Agent from
each of the parties hereto of either a duly executed signature page from a
counterpart of this Amendment or a facsimile transmission of a duly executed
signature page from a counterpart of this Amendment, signed by such party.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed by their respective authorized officers as of
the day and year first above written.
SELLERS:
THE STANLEY WORKS
By: Richard Huck
-----------------------------------
Its: Vice President, Finance and
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Chief Financial Officer
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STANLEY-BOSTITCH, INC.
By: Richard Huck
-----------------------------------
Its: Vice President, Finance
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STANLEY MECHANICS TOOLS, INC.
By: Richard Huck
-----------------------------------
Its: Vice President, Finance
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WACHOVIA BANK OF GEORGIA, N.A.
as Agent and as a Purchaser
By: Terence A. Snellings
-----------------------------------
Title: Senior Vice President
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BANQUE NATIONALE DE PARIS,
NEW YORK BRANCH, as a Purchaser
By: Richard L. Sted
-----------------------------------
Title: Senior Vice President
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and
By: Sophie Revillard Kaufman
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Title: Vice President
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ROYAL BANK OF CANADA,
as a Purchaser
By: Sheryl L. Greenberg
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Title: Manager
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FLEET NATIONAL BANK
purchaser
By: Paul A. Veiga
-----------------------------------
Title: Vice President
--------------------------------
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SCHEDULE 2.12
Principal Offices, Location of Records, Etc.
A. Principal Offices and Exclusive Location of Records:
The Stanley Works
1000 Stanley Drive
New Britain, Connecticut 06053
Attention: Director, Corporate Finance
Stanley-Bostitch, Inc.
Route 2, Briggs Drive
East Greenwich, Rhode Island 02818
Attention: Credit Manager
Stanley Mechanics Tools, Inc.
4635 Hilton Corporate Drive
Columbus, Ohio 43232
B. Federal Employment Identification Numbers:
The Stanley Works 06-0548860
Stanley Mechanics Tools, Inc. 06-1017406
Stanley-Bostitch, Inc. 05-0419891
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