FIRST AMENDMENT TO RECEIVABLES PURCHASE
AGREEMENT
THIS FIRST AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT, dated as of May
12, 1998 (this "Amendment"), is entered into among COMMONWEALTH FINANCING CORP.,
a Delaware corporation (the "Seller"), COMMONWEALTH INDUSTRIES, INC., a Delaware
corporation ("Commonwealth"), MARKET STREET FUNDING CORPORATION, a Delaware
corporation (the "Issuer"), and PNC BANK, NATIONAL ASSOCIATION, as Administrator
(the "Administrator").
RECITALS
1. The Seller, Commonwealth, the Issuer and the Administrator are parties
to the Receivables Purchase Agreement dated as of September 29, 1997 (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. Amendment to Agreement. The Agreement is hereby amended as follows:
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2.1 Section 1.4(e)(ii) of the Agreement is hereby amended by replacing
the reference "Section 1(h) or (o)" with the reference "Section 1(g) or (n)"
therein.
2.2 Section 5.3(b) is hereby amended by (i) deleting the word "and"
immediately following the reference "Section 1.8" in the last sentence thereof
and substituting therefor a comma and (ii) adding, immediately after the
reference "1.9" in the last line thereof (A) a comma and (B) the following:
"1.10, 3.1 and 3.2."
2.3 Page 22 of the Agreement is hereby amended by (i) replacing each
reference to "Richard J. Hendrix" with the reference "John Smathers" therein and
(ii) replacing each telephone number listed as "(412) 762-5158" with the
telephone number "(412) 762-6440" therein.
2.4 The definition of "Alternate Rate" that appears in Exhibit I to the
Agreement is hereby amended by replacing the bracketed reference "[0.75]%" with
the reference "0.75%" as it appears in clause (a) thereof.
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2.5 The definition of "Dilution Horizon" that appears in Exhibit I to
the Agreement is hereby amended by adding the word "two" immediately preceding
the word "calender" in clause (a) thereof.
2.6 Clause (a) of the definition of "Eligible Receivable" that appears
in Exhibit I to the Agreement is hereby amended by replacing the amount
"$5,000,000" with the amount "$10,000,000" therein.
2.7 The definition of "Purchaser's Yield" that appears in Exhibit I to the
Agreement is hereby deleted in its entirety.
2.8 The definition of "Sale Agreement" that appears in Exhibit I to the
Agreement is hereby amended by deleting the words "any of: (a)" immediately
preceding the term "the Purchase and Sale Agreement" in the first line thereof.
2.9 Clause (a)(ii) of Exhibit V to the Agreement is hereby amended by
replacing the bracketed reference "[three]" with the reference "three" therein.
2.10 The definition of "Days' Sales Outstanding" that appears in
Exhibit I to the Agreement is hereby amended by replacing the bracketed
reference "[three]" with the reference "three" therein.
2.11 Page A-7 of Annex A to the Agreement is hereby amended by (i)
replacing the reference "Robert O. Finley, Jr." with the reference "John
Smathers" therein.
3. Effect of Amendment. All provisions of the Agreement, as expressly
amended and modified by this Amendment, shall remain in full force and effect
and are hereby ratified and confirmed in all respects. 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.
4. Effectiveness. This Amendment shall become effective as of the date
hereof upon receipt by the Administrator of the following, in form and substance
satisfactory to the Administrator in its sole discretion:
(a) counterparts of this Amendment (whether by facsimile or otherwise)
executed by each of the other parties hereto, and
(b) a written statement from both Moody's 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 Notes.
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5. 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.
6. 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 Issuer in the
Receivables or remedies hereunder in respect thereof are governed by the laws of
a jurisdiction other than the State of New York.
7. 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.
(continued on following page)
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IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first written above.
COMMONWEALTH FINANCING CORP.
By:
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Name:
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Title:
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COMMONWEALTH INDUSTRIES, INC.
By:
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Name:
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Title:
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MARKET STREET FUNDING CORPORATION,
as Issuer
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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By:
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Name:
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Title:
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