exv10w17



 




EXHIBIT 10.17






THIRD AMENDMENT TO



RECEIVABLES PURCHASE AGREEMENT



     
THIS THIRD AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT,
dated as of December 6, 2002 (this
“Amendment”), is entered into by and among
TBSPV, INC., as seller (the “Seller”),
THOMAS & BETTS CORPORATION, as the initial master
servicer (the “Master Servicer”), BLUE RIDGE
ASSET FUNDING CORPORATION, as purchaser (“Blue
Ridge”) and WACHOVIA BANK, NATIONAL ASSOCIATION
(successor in interest to Wachovia Bank, N.A.), as the
administrative agent (in such capacities, the
“Administrative Agent”). Capitalized terms used
and not otherwise defined herein are used as defined in the
Agreement (as defined below and amended hereby).


     
WHEREAS, the parties hereto have entered into that
certain Receivables Purchase Agreement, dated as of
September 21, 2001 (as amended, restated, supplemented or
otherwise modified, the “Agreement”);


     
WHEREAS, the parties hereto desire to amend the Agreement
in certain respects as hereinafter set forth;


     
NOW THEREFORE, in consideration of the premises and the
other mutual covenants contained herein, the parties hereto
agree as follows:


     
SECTION 1.1     Amendments.


     
The Agreement is hereby amended as follows:


     
(a) The following paragraph (m) is added to the end of
Section 7.1 of the Agreement:



		
	 	     
    (m) Volume Incentive Discounts: Within five
    (5) Business Days after each March Cut-Off Date and each
    June Cut-Off Date, the Servicer will provide to the
    Administrative Agent a summary, in form and substance reasonably
    satisfactory to the Administrative Agent, of the aggregate
    amount of volume incentive discounts owing by any Originator to
    all Obligors for sales in each prior calendar year.




     
(b) The definition of “Monthly VID Amount” in
Exhibit I to the Agreement is hereby amended and restated
in its entirety to read as follows:



		
	 	     
    Monthly VID Amount: For any Collection Period other than
    the March Collection Period of any year, the aggregate dollar
    amount of credits or other reductions in purchase price for
    goods given by any Originator to its customers in respect of
    volume incentive discounts during such Collection Period;
    provided however, if any portion of such aggregate dollar amount
    is identified as pertaining to sales occurring during a calendar
    year prior to such Collection Period and is associated with an
    annual rebate obligation of such Originator (such portion being
    an “Annual VID Amount Adjustment”), the Monthly VID
    Amount for such Collection Period shall be reduced by such
    Annual VID Amount Adjustment.




     
(c) The definition of “Monthly VID Reserve
Amount” in Exhibit I to the Agreement is hereby
amended and restated in its entirety to read as follows:



		
	 	     
    Monthly VID Reserve Amount: As of any Cut-Off Date, the
    result obtained by multiplying (i) the aggregate Sales
    generated by the Originators during the Collection Period ending
    on such Cut-Off Date times (ii) the product of (a) the
    highest Monthly VID











 


		
	 	
    Percentage occurring during the twelve consecutive Collection
    Periods ending on such Cut-Off Date times
    (b) two (2.0).




     
(d) The definition of “Renewal Expiration Date”
in Exhibit I to the Agreement is hereby amended and
restated in its entirety to read as follows:



		
	 	     
    Renewal Expiration Date: September 20, 2003.




     
(e) The definition of “Volume Incentive Discount
Reserve” in Exhibit I to the Agreement is hereby
amended and restated in its entirety to read as follows:



		
	 	     
    Volume Incentive Discount Reserve: As of any Cut-Off
    Date, the sum of (a) the Monthly VID Reserve Amount and
    (b) the Annual VID Reserve Amount.




     
(f) The following definitions are hereby added in to
Exhibit I to the Agreement in alphabetical order thereto:



		
	 	     
    Annual VID Amount: For each March Collection Period and
    the eleven Collection Periods immediately following such March
    Collection Period, the sum of (i) the aggregate dollar
    amount of credits or other reductions in purchase price for
    goods given by all Originators to its customers in respect of
    volume incentive discounts during such March Collection Period
    and (ii) the aggregate dollar amount of “Annual VID
    Amount Adjustments” for all Collection Periods occurring in
    the same calendar year as such March Collection Period.
	 
	 	     
    Annual VID Amount Adjustment: As defined in the
    definition of “Monthly VID Amount”.
	 
	 	     
    Annual VID Percentage: For any Collection Period, the
    result (expressed as a percentage) obtained by dividing
    (i) the Annual VID Amount for such Collection Period by
    (ii) the aggregate Sales generated by the Originators
    during the calendar year immediately preceding the most recent
    March Collection Period.
	 
	 	     
    Annual VID Reserve Amount: As of the Cut-Off Date
    occurring on January 27, 2002, the product of (i) the
    Annual VID Reserve Percentage for such Cut-Off Date times
    (ii) the aggregate Sales generated by the Originators
    during the Collection Period ending on such Cut-Off Date. As of
    any Cut-Off Date thereafter, the sum of (a) the Annual VID
    Reserve Amount as of the Cut-Off Date immediately preceding such
    Cut-Off Date and (b) the product of (i) the Annual VID
    Reserve Percentage for such Cut-Off Date times (ii) the
    aggregate Sales generated by the Originators during the
    Collection Period ending on such Cut-Off Date; provided,
    however, (X) for each March Cut-Off Date, the result of (a)
    and (b) above shall be reduced by (c) the product of
    (i) 70% and (ii) the Annual VID Reserve Amount as of
    the December Cut-Off Date immediately preceding such March
    Cut-Off Date and (Y) for each June Cut-Off Date, the result
    of (a) and (b) above shall be reduced by (d) the product of
    (i) 30% and (ii) the Annual VID Reserve Amount as of
    the December Cut-Off Date immediately preceding such June
    Cut-Off Date; and, provided further, based solely upon the
    information provided by the Servicer pursuant to
    Section 7.1(m), the Administrative Agent may require in its
    sole discretion, exercised in good faith, an adjustment to the
    reductions set forth in (X) and (Y) above.
	 
	 	     
    Annual VID Reserve Percentage: As of any Cut-Off Date,
    the lesser of (a) 3.0% and (b) the greater of
    (i) 1.5% and (ii) the product of (X) 1.5 and
    (Y) the Annual VID Percentage for the Collection Period
    ending on such Cut-Off Date; provided however, that (i) the
    Annual VID Reserve Percentage for each January Cut-Off Date and
    February




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    Cut-Off Date shall be restated at the following March Cut-Off
    Date to be equal to the Annual VID Reserve Percentage for such
    March Cut-Off Date and (ii) the Annual VID Reserve Amount
    shall be recomputed as of such March Cut-Off Date using such
    restated Annual VID Reserve Percentage for such January Cut-Off
    Date and February Cut-Off Date.
	 
	 	     
    Calculation Period: A Fiscal Month.
	 
	 	     
    December Cut-Off Date: For any year, the last day of a
    December Collection Period.
	 
	 	     
    December Collection Period: For any year, the Fiscal
    Month of December.
	 
	 	     
    February Collection Period: For any year, the Fiscal
    Month of February.
	 
	 	     
    February Cut-Off Date: For any year, the last day of a
    February Collection Period.
	 
	 	     
    January Collection Period: For any year, the Fiscal Month
    of January.
	 
	 	     
    January Cut-Off Date: For any year, the last day of a
    January Collection Period.
	 
	 	     
    June Collection Period: For any year, the Fiscal Month of
    June.
	 
	 	     
    June Cut-Off Date: For any year, the last day of a June
    Collection Period.
	 
	 	     
    March Collection Period: For any year, the Fiscal Month
    of March.
	 
	 	     
    March Cut-Off Date: For any year, the last day of a March
    Collection Period.
	 
	 	     
    Monthly VID Percentage: For any Collection Period other
    than each March Collection Period, the result (expressed as a
    percentage) obtained by dividing (i) the Monthly VID Amount
    for such Collection Period by (ii) the aggregate Sales
    generated by the Originators during the Collection Period
    immediately preceding such Collection Period. For each March
    Collection Period, the Monthly VID Percentage for the February
    Collection Period in the same calendar year.




     
(g) The definitions of“Accreted Monthly VID Reserve
Amount”, “Additional VID Reserve Amount”,
“Adjusted VID Reserve Amount”, “Aggregate VID
Balance Amount”, and “VID Balance” are hereby
deleted in their entirety from Exhibit I to the Agreement.


     
SECTION 1.2     Reference to
and Effect on the Agreement and the Related Documents.


     
(a) Upon the effectiveness of this Amendment, (i) each
of the Seller Parties hereby reaffirms all representations and
warranties made by it in Article V of the Agreement
(as amended hereby) and agrees that all such covenants,
representations and warranties shall be deemed to have been
remade as of the effective date of this Amendment,
(ii) each of the Seller Parties hereby represents and
warrants that no Liquidation Event or Unmatured Liquidation
Event shall have occurred and be continuing and (iii) each
reference in the Agreement to “this Agreement”,
“hereunder”, “hereof”, “herein” or
words of like import shall mean and be, and any references to
the Agreement in any other document, instrument or agreement
executed and/or delivered in connection with the Agreement shall
mean and be, a reference to the Agreement as amended hereby.


     
(b) The Seller hereby agrees that in addition to any costs
otherwise required to be paid pursuant to the Transaction
Documents (including, without limitation, any audit fees and due
diligence expenses), the Seller shall pay to the Administrative
Agent any reasonable legal fees and out-of-pocket expenses in
connection with the consummation of this Amendment.


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SECTION 1.3     Effect.


     
Except as otherwise amended by this Amendment, the Agreement
shall continue in full force and effect and is hereby ratified
and confirmed.


     
SECTION 1.4     Governing
Law.


     
This Amendment will be governed by and construed in accordance
with the laws of the State of New York.


     
SECTION 1.5      Severability.


     
Each provision of this Amendment shall be severable from every
other provision of this Amendment for the purpose of determining
the legal enforceability of any provision hereof, and the
unenforceability of one or more provisions of this Amendment in
one jurisdiction shall not have the effect of rendering such
provision or provisions unenforceable in any other jurisdiction.


     
SECTION 1.6     Counterparts.


     
This Amendment may be executed in one or more counterparts, each
of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument. Delivery
of an executed counterpart of a signature page by facsimile
shall be effective as delivery of a manually executed
counterpart of this Amendment.



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IN WITNESS WHEREOF, the parties have caused this Amendment to be
executed by their respective officers thereunto duly authorized,
as of the date first above written.



		
	 	
    TBSPV, INC.,
	 	
    as Seller





			
	 	By: 	
    /s/ PENELOPE Y. TURNBOW



		
	 	
    

	 	
    Name: Penelope Y. Turnbow
	 	
    Title: Secretary
	 
	 	
    THOMAS & BETTS CORPORATION,
	 	
    as Master Servicer





			
	 	By: 	
    /s/ PENELOPE Y. TURNBOW



		
	 	
    

	 	
    Name: Penelope Y. Turnbow
	 	
    Title: Assistant Secretary





[additional signatures to follow]


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    BLUE RIDGE ASSET FUNDING CORPORATION,
	 	
    as Purchaser





			
	 	  by 	
    Wachovia Securities, Inc.,



		
	 	
    as Attorney-in-Fact





			
	 	By: 	
    /s/ DOUGLAS R. WILSON, SR.



		
	 	
    

	 	
    Name: Douglas R. Wilson, Sr.
	 	
    Title: Vice President
	 
	 	
    WACHOVIA BANK, NATIONAL ASSOCIATION,
	 	
    as the Administrative Agent





			
	 	By: 	
    /s/ ELIZABETH R. WAGNER



		
	 	
    

	 	
    Name: Elizabeth R. Wagner
	 	
    Title: Director





[end of signatures]


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