Exhibit 4.3
AMENDMENT NO. 1 TO
RECEIVABLES SALE
AGREEMENT
THIS AMENDMENT NO.
1 TO RECEIVABLES SALE AGREEMENT, dated as of as of May 5, 2005
(this “ Amendment ”), is among GE Commercial
Distribution Finance Corporation, a Delaware corporation (“
CDF ”), as a seller, Brunswick Acceptance Company,
LLC, a Delaware limited liability company, as a seller (together
with CDF, the “ Sellers ”), and CDF Funding,
Inc., a Delaware corporation, as buyer (the “ Buyer
”).
BACKGROUND
The
parties hereto are parties to a receivables sale agreement, dated
as of August 12, 2004 (as amended, modified or supplemented,
the “ Receivables Sale Agreement ”) among the
Sellers and the Buyer; and
the
parties hereto desire to amend the Receivables Sale Agreement as
set forth herein.
NOW, THEREFORE, in
consideration of the foregoing and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as
follows:
SECTION 1. Definitions . Capitalized terms defined in
the Receivables Sale Agreement and used but not otherwise defined
herein have the meanings given to them in the Receivables Sale
Agreement.
SECTION 2. Amendments to the Receivables Sale
Agreement . The Receivables Sale Agreement is hereby amended as
set forth in this Section 2 .
(a)
Section 1.1 . Section 1.1 of the Receivables Sale
Agreement is hereby amended by:
(i) amending
and restating the following defined terms in their entirety to read
as follows:
‘“ Collateral Security
’ means, with respect to any Receivable, (i) the security
interest, if any, granted by or on behalf of the related Dealer in
the related Products or Accounts Receivable that, in each case,
constitute the primary collateral for such Receivable, but does not
include secondary collateral such as personal property, personal
guarantees, mortgages on real estate, assignments of certificates
of deposit, or letters of credit and (ii) all Records in
respect of such Receivable.’’;
‘“ Non-Principal Collections
’ means the sum of (a) Collections of interest and all
other non-principal charges (including insurance service fees and
handling fees) on the Receivables; (b) all Recoveries;
(c) payment by Dealers of Manufacturer Discount Amounts; and
(d) payments by manufacturers of Manufacturer Subsidy
Amounts”; and
‘“ Non-Principal Receivables
’ with respect to any Account means (i) all amounts billed to
the related Dealer in respect of interest and all other
non-principal charges and (ii) without duplication, all
amounts owed in respect of Manufacturer Discount Amounts and
Manufacturer Subsidy Amounts.”;
(ii) amending
the definition of “ Collections ” by deleting
the phrase “in respect of the Receivables” immediately
preceding the parenthetical in the first sentence thereof and
replacing such phrase with the words “in respect of the
Transferred Receivables” in substitution therefor;
(iii) amending
clause (l) of the definition of “Eligible
Receivable” by deleting the phrase “five hundred
thousand dollars ($500,000)” and replacing such phrase with
“five million dollars ($5,000,000).”; and
(iv) inserting,
in correct alphabetical order, the following defined
terms:
‘“ Manufacturer Discount
Amount ’, with respect to a Receivable, means an amount
equal to the excess, if any, of (a) the invoice price of the
related Product over (b) the amount that the applicable
Manufacturer agrees to accept from an Originator in order to permit
the applicable Dealer to obtain a “free flooring”
period during which such Dealer is not required to pay interest (or
pays interest at a reduced rate) in respect of such
Receivable.”;
‘“ Manufacturer Subsidy
Amount ’, with respect to a Receivable, means an amount
that the applicable Manufacturer has agreed to pay in respect of
such Receivable (at any time or from time to time) after such
Receivable has been originated in order to permit the applicable
Dealer to obtain a “free flooring” period during which
such Dealer is not required to pay interest (or pays interest at a
reduced rate) in respect of such Receivable.”; and
(b)
Section 4.1(b) . Section 4.1(b) of the Receivables
Sale Agreement is hereby amended by the addition, immediately after
the words “surviving entity” at the end thereof, of the
following:
“and, without limiting the foregoing,
shall not be construed to prohibit
