Exhibit 10.3
SECOND AMENDMENT TO RECEIVABLES PURCHASE
AGREEMENT
THIS SECOND AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT, dated as of
December 30, 1996 (this "Amendment"), is entered into among AMPHENOL FUNDING
CORP., a Delaware corporation (the "Seller"), AMPHENOL CORPORATION, a Delaware
corporation ("Amphenol"), POOLED ACCOUNTS RECEIVABLE CAPITAL CORPORATION, a
Delaware corporation (the "Purchaser"), and XXXXXXX XXXXX SECURITIES, INC., a
Delaware corporation, as successor to Bank of Montreal, as the agent for the
Purchaser (in such capacity, the "Agent")
RECITALS
1. The Seller, Amphenol, the Purchaser and the Agent are parties to the
Receivables Purchase Agreement dated as of December 3, 1993 (as amended by the
First Amendment to Receivables Purchase Agreement, dated as of November 21,
1995, 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 the Agreement and Appendix I thereto shall
have the same meanings herein as in the Agreement.
2. Amendment to Agreement. (a) Appendix I to the Agreement is hereby
amended by: (i) deleting clause (a) of the definition of "Net Portfolio Balance"
and substituting therefor the following new clause (a):
(a)(i) 8% of the Purchase Limit for TCI Communications so long as it
is rated at least "Baa3" by Xxxxx'x and "BBB-" by S&P, and (ii) if not so
rated, 6% of the Purchase Limit for TCI Communications so long as it is
rated at least "Ba1" by Xxxxx'x and "BB" by S&P, in either such case so
long as it is not subject to review for downgrade or on "Credit Watch" by
such rating agencies;
(ii) amending and restating the definition of "Originators" in its entirety as
follows:
"Originators" means Amphenol, Amphenol Interconnect Products
Corporation, a Delaware corporation, Xxxx National Inc., a Delaware
corporation, Times Fiber
Communications, Inc., a Delaware corporation, and The Sine Companies, Inc.,
a Michigan corporation, together with their successors as permitted under
the Purchase and Sale Agreement.
and (iii) amending and restating the definition of "Initial Closing Date" in its
entirety as follows:
"Initial Closing Date," with respect to each Originator, means the
date on which the first purchases under the Purchase and Sale Agreement
shall occur as to such Originator.
(b) The Sine Companies, Inc. (the "New Originator"), pursuant to Section
8.01(c) of the Agreement, is appointed as a Servicer Person with respect to that
portion of the Receivables Pool sold to the Seller by it.
(c) Schedule 6.01(m) to the Agreement is hereby amended and restated in its
entirety by Schedule 6.01(m) attached hereto.
(d) Schedule 6.01(n) to the Agreement is hereby amended and restated in its
entirety by Schedule 6.01(n) attached hereto.
(e) Schedule 6.01(s) to the Agreement is hereby amended and restated in its
entirety by Schedule 6.01(s) attached hereto.
(f) The reference to "Section 14.02" in Section 6.01(m) of the Agreement is
hereby replaced in its entirety by:
"Section 14.02 (except as to the Servicer Persons, for whom the principal
places of business and chief executive officers are as specified in Exhibit
6.01(m))"
(g) The first sentence of Section 6.01(p) of the Agreement is hereby
amended and restated in its entirety as follows:
The authorized capital stock of Seller consists of one thousand (1000)
shares of common stock, without par value ("Seller Common Stock"), 100 of
which shares are currently issued and outstanding.
3. Representations and Warranties. Both the Seller (as to itself) and
Amphenol (as to itself, the Seller and each Originator) hereby represents and
warrants to the Purchaser and the Agent as follows:
(a) Representations and Warranties. The representations and warranties
contained in Section 6.01 of the Agreement (including after considering the
New Originator as an Originator thereunder) are true and correct as of the
date hereof (with the exception of
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Sections 6.O1(i)(i) and (ii) of the Agreement, in which case such
representations and warranties are true and correct as to the most recent
applicable financial statements).
(b) Enforceability. The execution and delivery by it of this
Amendment, and the performance of its obligations under this Amendment and
the Agreement, as amended hereby, are within its corporate powers and have
been duly authorized by all necessary corporate action on its part. This
Amendment and the Agreement, as amended hereby, are its valid and legally
binding obligations, enforceable in accordance with their terms, except as
enforceability may be limited by bankruptcy, insolvency, reorganization or
other similar laws affecting the enforcement of creditors' rights generally
and by general principles of equity, regardless of whether such
enforceability is considered in a proceeding in equity or at law.
(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 Agent of the following, in form and substance
satisfactory to the Agent in its sole discretion:
(a) counterparts of this Amendment (whether by facsimile or otherwise)
executed by each of the other parties hereto,
(b) a written statement from both Xxxxx'x and S&P that this Amendment
(and the contemporaneous amendment to the Purchase and Sale Agreement) will
not result in a downgrade or withdrawal of the rating of the Commercial
Paper Notes,
(c) an acknowledgement and acceptance from Capital Markets Assurance
Corporation,
(d) duly executed copies of Lock-box Agreements with each of the
Lock-box Banks pertaining to the New Originator,
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(e) such powers of attorney as the Agent reasonably shall request to
enable the Agent to collect all amounts due under any and all Portfolio
Receivables originated by the New Originator,
(f) a Servicer Person Letter Agreement in substantially the form of
the Servicer Person Letter Agreement, dated December 3, 1993, entered into
in relation to the Agreement,
(g) the payment of all invoiced costs and expenses of the Purchaser,
the Agent and their respective Affiliates (including, without limitation,
the reasonable fees and expenses of counsel) pursuant to Section
14.O6(a)(i)(B) of the Agreement, and
(h) an executed copy of the First Amendment to Purchase and Sale
Agreement, dated as of the date hereof, and confirmation that all
conditions precedent to the effectiveness thereof either have been
satisfied or waived.
6. Covenants. Within 60 days after the date hereof, Amphenol shall deliver
to the Agent (with a copy for the Purchaser) a certificate from an authorized
officer to the effect that: (a) the name of the renter of all post office boxes
into which Collections may from time to time be mailed have been changed to the
name of AFC (unless such post office boxes are in the name of the relevant
Lock-box Banks) and (b) all relevant postmasters have been notified that each of
the Servicer, the New Originator (as a Servicer Person) and the Agent are
authorized to collect mail delivered to such post office boxes (unless such post
office boxes are in the name of the relevant Lock-box Banks).
7. 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.
8. 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), except to the extent
that the validity or perfection of the interests of the Purchaser in the
Receivables or remedies hereunder in respect thereof are governed by the laws of
a jurisdiction other than the State of New York.
9. 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.
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IN WITNESS WHEREOF, the parties have executed this Amendment as of the date
first written above.
AMPHENOL FUNDING CORP.
By: /s/Xxxxxx X. Xxxxxx
------------------------------
Name: Xxxxxx X. Xxxxxx
----------------------------
Title: E.V.P. & C.F.O
---------------------------
AMPHENOL CORPORATION
By: /s/Xxxxxx X. Xxxxxx
------------------------------
Name: Xxxxxx X. Xxxxxx
----------------------------
Title: E.V.P & C.F.0.
---------------------------
POOLED ACCOUNTS RECEIVABLE
CAPITAL CORPORATION, as Purchaser
By: __________________________
Name: __________________________
Title: __________________________
XXXXXXX XXXXX SECURITIES, INC., as Agent
By: __________________________
Name: __________________________
Title: __________________________
By: __________________________
Name: __________________________
Title: __________________________
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IN WITNESS WHEREOF, the parties have executed this Amendment as of the date
first written above.
AMPHENOL FUNDING CORP.
By: __________________________
Name: __________________________
Title: __________________________
AMPHENOL CORPORATION
By: __________________________
Name: __________________________
Title: __________________________
POOLED ACCOUNTS RECEIVABLE
CAPITAL CORPORATION, as Purchaser
By:/s/Xxxxxxx X. Xxxxxx
------------------------------
Name: Xxxxxxx X. Xxxxxx
----------------------------
Title: Vice President
---------------------------
XXXXXXX XXXXX SECURITIES, INC., as Agent
By: __________________________
Name: __________________________
Title: __________________________
By: __________________________
Name: __________________________
Title: __________________________
page 5
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date
first written above.
AMPHENOL FUNDING CORP.
By: ____________________________
Name: ____________________________
Title: ____________________________
AMPHENOL CORPORATION
By: ____________________________
Name: ____________________________
Title: ____________________________
POOLED ACCOUNTS RECEIVABLE
CAPITAL CORPORATION, as Purchaser
By: ____________________________
Name: ____________________________
Title: ____________________________
XXXXXXX XXXXX SECURITIES, INC., as Agent
By: /s/Xxxxxxx X. Xxxxxxxx
------------------------------
Name: Xxxxxxx X. Xxxxxxxx
----------------------------
Title: Managing Director
---------------------------
By: /s/Xxxxxx X. X. Xxxxxx
------------------------------
Name: Xxxxxx X. X. Xxxxxx
----------------------------
Title: Managing Director
---------------------------
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Schedule 6.01(m)
AMPHENOL CORPORATION
LIST OF OFFICES WHERE RECORDS ARE KEPT
Name Division/Subsidiary Address
---- ------------------- -------
Amphenol Corporation Subsidiary 000 Xxxx Xxxxxx, Xxxxxxxxxxx, XX 00000-0000
Amphenol Interconnect Subsidiary 00 Xxxxxx Xxxxxx, Xxxxxxxx, XX 00000
Products Corporation
Amphenol - Aerospace Operations Division 00-00 Xxxxxxxx Xx., Xxxxxx, XX 00000-0000
(f/k/a Bendix Connector Operations)
Amphenol Fiber Optic Products Division 0000X Xxxx Xxxxxx, Xxxxx, XX 00000
Xxxx-National, Inc. Subsidiary 0000 X. Xxxxxxx Xxxxxx, Xxxxxxx. 0X 00000
Amphenol Communications & Network Division Xxx Xxxxxxx Xxxxxx, Xxxxxxx, XX 00000
Products Division (f/k/a
RF/Microwave Operations)
Amphenol Spectra Strip/ITD Division 000 Xxxxxxx Xxxxxx, Xxxxxx, XX 00000
Times Fiber Communications, Inc. Subsidiary 000 Xxxx Xxxxxx, Xxxxxxxxxxx, XX 00000-0000
Times Fiber Communications, Inc. Subsidiary Route 2. Xxxxxxx Xxxxxxxxxx Xxxx, Xxxxxxx, XX 00000
The Sine Companies, Inc. Subsidiary 00000 Xxx Xxxxxxxxx0 Xx. Xxxxxxx, XX 00000-0000
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Schedule 6.01(n)
AMPHENOL CORPORATION
SUMMARY OF LOCKBOX ACCOUNT NUMBERS
BANK A/C # LOCKBOX #
---- ----- ---------
1. AAO Northern Trust
Floor B-1l
00 Xxxxx XxXxxXx Xxxxxx
Xxxxxxx, XX 00000
2. AAO Xxxxx Fargo
X.X. Xxx 00000
Xxx Xxxxxxxxx, XX 00000
3. AAO NationsBank
000 Xxxxxxxxx Xxxxxx
Xxxxxxx, XX 00000
4. XXX Xxxx xx Xxxxxxx - Xxxxxxxx
0Xxx Xxxxx Xxxxxxx
000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
5. CNP Bank of America - Illinois
20th Floor Xxxxxxx
000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
6. CNP Fleet
000 Xxxx Xxxxxx
Xxxxxxxx, XX 00000
7. SS Fleet
000 Xxxx Xxxxxx
Xxxxxxxx, XX 00000
8. TFC Fleet
Xxx Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
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BANK A/C # LOCKBOX #
---- ----- ---------
9. AIPC Fleet
000 Xxxx Xxxxxx
Xxxxxxxx, XX 00000
10. AIPC Xxxxx Fargo
X.X. Xxx 00000
Xxx Xxxxxxxxx, XX 00000
11. X/X Xxxxxxxx Xxxxx
Xxxxx X-00
00 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
12. SINE XXX Xxxx
X.X. Xxx 000X
Xxxxxxx, XX 00000
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Schedule 6.01(s)
TRADE NAMES AND CORPORATE REORGANIZATIONS
-----------------------------------------
Legal Entity Trade Names
------------ -----------
Amphenol Corporation Amphenol Corporation
Amphenol RF
Amphenol Products
Bendix Connector Operations
Spectra-Strip
Amphenol
Amphenol Aerospace Operations
Amphenol Communication & Network Products
AAO
Amphenol FOP
Amphenol Fiber Optic Products
Amphenol Interconnect Products Amphenol Interconnect Products Corporation
Corporation Amphenol Products
Amphenol
Amphenol Endicott
Endicott
AIPC
Xxxx-National, Inc. Xxxx-National, Inc.
Xxxx
Times Fiber Communications, Times Fiber Communications, Inc
Inc. Times Fiber Communications
Times
Times Fiber
TFC
The Sine Companies, Inc. The Sine Companies, Inc.
Sine Connector Corporation
Sine
Aaxico
Tri-Mate
Sine Products Company
Sine Electro-Mold, Inc.
Mil-Specialists, Inc.
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Amphenol Funding Corp. Amphenol Funding Corp.
AFC
From and after December 3, 1988, none of Amphenol Funding Corporation,
Amphenol Corporation, Amphenol Interconnect Products Corporation, Xxxx-National,
Inc. and Times Fiber Communications, Inc. has been the subject of any merger or
other corporate reorganization. From and after December 31, 1992, the Sine
Companies, Inc. has not been the subject of any merger or other corporate
reorganization. page 10
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