EXHIBIT 10.3
SECOND AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT
THIS SECOND AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT, dated
as of June 19, 2002 (this "AMENDMENT"), is entered into by and among TBSV, Inc.,
a, Delaware corporation ("SELLER"), ▇▇▇▇▇▇ & ▇▇▇▇▇ 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 previously amended
and 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) Amendments.
a) Exhibit I is hereby amended by amending and restating the
following definitions in their entirety:
"DEFAULT HORIZON RATIO" means, as of any Cut-Off Date, the
result (expressed as a decimal) obtained by dividing
(i) the product of
(a) the aggregate Sales generated by the Originators
during the six Collection Periods ending on such
Cut-Off Date and
(b) the Six Fiscal Period Adjustment Factor for such
Cut-Off Date,
by (ii) the Net Pool Balance as of such Cut-Off Date.
"DEFAULT RATIO" means, as of any Cut-Off Date, the result
(expressed as a percentage) obtained by dividing
(i) the result obtained by dividing
(a) the total amount of Receivables
which became Defaulted Receivables
during the Collection Period that
includes such Cut-Off Date by
(b) the Collection Period Weeks in such
Collection Period, by
(ii) the result obtained by dividing
(a) the aggregate Sales generated by
the Originators during the
Collection Period occurring six
months prior to the Collection
Period ending on such Cut-Off Date
by
(b) the Collection Period Weeks in such
prior Collection Period.
"DILUTION HORIZON RATIO" means, as of any Cut-Off Date, the
result (expressed as a decimal) obtained by dividing
(i) the product of
(a) the aggregate Sales generated by the
Originators during the Collection Period
ending on such Cut-Off Date and
(b) the Fiscal Period Adjustment Factor for
such Cut-Off Date, by
(ii) the Net Pool Balance as of such Cut-Off Date.
"DILUTION RATIO" means, as of any Cut-Off Date, the result
(expressed as a percentage) obtained by dividing
(i) the result obtained by dividing
(a) the aggregate amount of Dilution that
occurred during the Collection Period
ending on such Cut-Off Date by
(b) the Collection Period Weeks in such
Collection Period, by
(ii) the result obtained by dividing
(a) the aggregate Sales generated by the
Originators during the Collection Period
immediately preceding the Collection
Period ending on such Cut-Off Date by
(b) the Collection Period Weeks in such
immediately preceding Collection Period.
b) Exhibit I is hereby amended by adding the following new
definitions in the proper alphabetical order:
"COLLECTION PERIOD WEEKS" means the result obtained by
dividing the actual number of days in a Collection Period by
seven (7.0).
"FISCAL PERIOD ADJUSTMENT FACTOR" means, for any Cut-Off Date,
the result obtained by dividing
(i) the quotient of 365/12 by (ii) the product
of
(a) the Collection Period Weeks in the
Collection Period ending on such Cut-Off
Date and
(b) 7.
"SIX FISCAL PERIOD ADJUSTMENT FACTOR" means, for any Cut-Off
Date, the result obtained by dividing
(i) 182.5 by
(ii) the product of
(a) the sum of the Collection Period Weeks
in the six Collection Periods ending on
such Cut-Off Date and
(b) 7.
2) Conditions Precedent. This Amendment shall become effective as of the
date first above written upon:
a) execution and delivery to the Agent of a counterpart hereof by
each of the parties hereto.
3) Miscellaneous.
a) CHOICE OF LAW. THIS AMENDMENT SHALL BE GOVERNED AND CONSTRUED
IN ACCORDANCE WITH THE INTERNAL LAW (AND NOT THE LAW OF
CONFLICTS) OF THE STATE OF NEW YORK.
b) Counterparts. This Amendment may be executed in any number of
counterparts and by different parties hereto in separate
counterparts, each of which when so executed shall be deemed
to be an original and all of which when taken together shall
constitute one and the same agreement.
c) Ratification of Purchase Agreement. Except as expressly
amended hereby, the Purchase Agreement remains unaltered and
in full force and effect and is hereby ratified and confirmed.
(Signature page follows)
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed and delivered by their duly authorized officers as of
the date hereof.
BLUE RIDGE ASSET FUNDING
CORPORATION, as Purchaser
By: Wachovia Bank, National Association,
as Attorney-in-Fact
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Director
WACHOVIA BANK, NATIONAL
ASSOCIATION, as Administrative Agent
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
Title: Director
TBSPV, Inc, as Seller
By: /s/ ▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇ ▇▇▇▇▇▇
Title: Treasurer
▇▇▇▇▇▇ & ▇▇▇▇▇ Corporation, as
Initial Master Servicer
By: /s/ ▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇ ▇▇▇▇▇▇
Title: Treasurer
