Exhibit 4(c)
AMENDMENT NO. 1 TO RECEIVABLES PURCHASE AGREEMENT
THIS AMENDMENT NO. 1 TO RECEIVABLES PURCHASE AGREEMENT (this
"AMENDMENT") dated as of August 24, 2001, is entered into among ROYAL APPLIANCE
RECEIVABLES, INC. (the "SELLER"). ROYAL APPLIANCE MFG. CO. (the "SERVICER"),
MARKET STREET FUNDING CORPORATION (together with its successors and permitted
assigns, the "ISSUER"), and PNC BANK, NATIONAL ASSOCIATION, as Administrator
(the "ADMINISTRATOR").
RECITALS
1. The Seller, the Servicer, the Issuer and Administrator are parties
to the Receivables Purchase Agreement dated as of January 23, 2001 (the
"AGREEMENT"); and
2. The parties hereto desire to amend the Agreement as hereinafter set
forth.
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:
1. CERTAIN DEFINED TERMS. Capitalized terms that are used herein
without definition and that are defined in EXHIBIT I to the Agreement shall have
the same meanings herein as therein defined.
2. AMENDMENTS TO AGREEMENT.
2.1 The definition of "Obligor" set forth in EXHIBIT I to the
Agreement is hereby amended in its entirety as follows:
"`Obligor' means, any of, Lowes Companies, Inc. and any
Subsidiary thereof, Sams Club and any Subsidiary thereof
other than McClanes, Sears, Roebuck and Co. and any
Subsidiary thereof, Target Stores Division of Dayton-Hudson
Corporation, Wal-Mart Stores, Inc. and any Subsidiary thereof
other than McClanes, Radioshack Corporation and any
Subsidiary thereof or The Home Depot, Inc.
and any Subsidiary thereof."
2.2 The definition of "Purchase Limit" set forth in EXHIBIT I
to the Agreement is hereby amended by deleting the amount "$30,000,000"
and inserting in its place the amount "$35,000,000"
2.3 PARAGRAPH (o)(ii) of EXHIBIT V to the Agreement is hereby
amended by deleting the amount "$5,000,000" and inserting in its place
the amount "$6,000,000".
3. REPRESENTATIONS AND WARRANTIES. Each of the Seller and the Servicer
hereby represents and warrants to the Administrator and the Issuer as follows:
(a) REPRESENTATIONS AND WARRANTIES. The representations and
warranties contained in Exhibit III of the Agreement are true and
correct as of the date hereof (unless stated to relate solely to an
earlier date, in which case such representations or warranties were
true and correct as of such earlier date).
(b) ENFORCEABILITY. The execution and delivery by each of the
Seller and the Servicer of this Amendment, and the performance of each
of its obligations under this Amendment and the Agreement, as amended
hereby, are within each of its corporate powers and have been duly
authorized by all necessary corporate action on each of its parts. This
Amendment and the Agreement, as amended hereby, are each of the
Seller's and the Servicer's valid and legally binding obligations,
enforceable in accordance with its terms.
(c) NO DEFAULT. Both before and immediately after giving
effect to this Amendment and the transactions contemplated hereby, no
Termination Event or Unmatured Termination Event exists or shall exist.
4. EFFECT OF AMENDMENT. All provisions of the Agreement, as expressly
amended and modified by this Amendment, shall remain in full force and effect.
After this Amendment becomes effective, all references in the Agreement (or in
any other Transaction Document) to "this Agreement", "hereof", "herein" or words
of similar effect referring to the Agreement shall be deemed to be references to
the Agreement as amended by this Amendment. This Amendment shall not be deemed,
either expressly or impliedly, to waive, amend or supplement any provision of
the Agreement other than as set forth herein.
5. EFFECTIVENESS. This Amendment shall become effective as of the date
hereof upon receipt by the Administrator of counterparts of this Amendment
(whether by facsimile or otherwise) executed by each of the other parties
hereto, in form and substance satisfactory to the Administrator in its sole
discretion.
6. COUNTERPARTS. This Amendment may be executed in any number of
counterparts and by different parties on separate counterparts, each of which
when so executed shall be deemed to be an original and all of which when taken
together shall constitute but one and the same instrument.
7. GOVERNING LAW. This Amendment shall be governed by, and construed in
accordance with, the internal laws of the State of New York (without regard to
any otherwise applicable principles of conflicts of law).
8. SECTION HEADINGS. The various headings of this Amendment are
included for convenience only and shall not affect the meaning or interpretation
of this Amendment, the Agreement or any provision hereof or thereof.
2
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date
first written above.
ROYAL APPLIANCE RECEIVABLES, INC.
By: /s/ Richard G. Vasek
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Name: Richard G. Vasek
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Title: Secretary
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ROYAL APPLIANCE MFG. CO.
By: /s/ Richard G. Vasek
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Name: Richard G. Vasek
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Title: CFO
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MARKET STREET FUNDING CORPORATION
By:
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Name:
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Title:
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PNC BANK, NATIONAL ASSOCIATION,
as Administrator
By:
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Name:
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Title:
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