Exhibit 10.b
FIRST AMENDMENT
TO
SECOND AMENDED AND
RESTATED
RECEIVABLES CONTRIBUTION AND SALE
AGREEMENT
This FIRST AMENDMENT TO SECOND
AMENDED AND RESTATED RECEIVABLES CONTRIBUTION AND SALE AGREEMENT,
dated as of September 1, 2004 (this “ First
Amendment ”) among CROWN CORK & SEAL USA, INC., a
Delaware corporation formerly known as Crown Cork & Seal
Company (USA), Inc. (“ Crown USA ”),
CROWN RISDON USA, INC., a Delaware corporation formerly known as
Risdon-AMS (USA), Inc. (“ Risdon ”),
CROWN ZELLER USA, INC., a Delaware corporation formerly known as
Zeller Plastik, Inc. (“ Zeller ”), and
CROWN METAL PACKAGING CANADA LP, a limited partnership organized
and existing under the laws of the Province of Ontario, Canada
(“ Crown (Canada) ”, and together with
Crown USA, Risdon and Zeller, the “ Sellers
”, and each a “ Seller ”), CROWN
CORK & SEAL RECEIVABLES (DE) CORPORATION, a Delaware
corporation (the “ Buyer ”), and Crown
USA, as the initial Buyer’s Servicer.
PRELIMINARY STATEMENTS:
(1) The Sellers, the Buyer and Crown
USA, as the initial Buyer’s Servicer, have entered into the
Second Amended and Restated Receivables Contribution and Sale
Agreement dated as of December 5, 2003 (the “
Receivables Contribution and Sale Agreement ”).
Capitalized terms defined in the Receivables Contribution and Sale
Agreement and not otherwise defined in this First Amendment are
used in this First Amendment as defined in the Receivables
Contribution and Sale Agreement.
(2) The Sellers and the Buyer have
agreed to amend the Receivables Contribution and Sale Agreement to
reflect that the Parent and certain subsidiaries have entered into
a new Credit Agreement, dated as of the date hereof.
NOW, THEREFORE, in consideration of
the premises, the parties hereto agree as follows:
SECTION 1. Amendments to
Receivables Contribution and Sale Agreement . Effective as of
the First Amendment Effective Date (as defined in Section 3
below), the Receivables Contribution and Sale Agreement is hereby
amended as follows:
(a) by amending Section 4.01(k)
thereof by deleting the text thereof in its entirety and
substituting “[reserved]” in lieu thereof;
(b) by amending Section 7.01(b)
thereof by deleting the reference therein to “
hein.nugent@citigroup.com ” and substituting “
hien.nugent@citigroup.com ” in lieu thereof;
and
(c) by amending and restating
Schedule VII thereto to read as set forth in Exhibit A attached
hereto.
SECTION 2. Representations and
Warranties . Each Seller hereby represents and warrants to the
Buyer, the Agent and each Purchaser that the representations and
warranties contained in Section 3.01 of the Receivables
Contribution and Sale Agreement are correct in all material
respects on and as of the First Amendment Effective Date as though
made on and as of such date, other than any such representations
and warranties that, by their terms, refer to a specific date other
than the First Amendment Effective Date, in which case as of such
dates. In addition, Crown USA, as the Buyer’s Servicer,
hereby represents and warrants to the Buyer, the Agent and each
Purchaser that none of the Receivable Assets sold, assigned and
transferred by the Former Canadian Seller prior to the Canadian
Restructuring Effective Dates remain outstanding and that Crown
(Canada) has satisfied in full all of its
