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AMENDMENT NO. 4 TO RECEIVABLES PURCHASE AGREEMENT
This AMENDMENT
NO. 4 TO RECEIVABLES PURCHASE AGREEMENT (this “
Amendment ”), dated as of July 13, 2007 is among GEHL
FUNDING II, LLC, a Delaware limited liability company (the “
Seller ”), GEHL COMPANY, a Wisconsin corporation, as
the Servicer (the “ Servicer ”), JPMORGAN CHASE
BANK, N.A., as the sole financial institution (the “
Financial Institution ”), PARK AVENUE RECEIVABLES
COMPANY, LLC (together with the Financial Institution, the “
Purchasers ”) and JPMORGAN CHASE BANK, N.A., as agent
(the “ Agent ”) for the Purchasers.
W I T N E S S E T H:
WHEREAS, the
Seller, the Servicer, the Purchasers and the Agent are parties to
that certain Receivables Purchase Agreement, dated as of March 15,
2006 (as amended, restated, supplemented or otherwise modified from
time to time, the “ Agreement ”); and
WHEREAS the
parties hereto desire to amend the Agreement on the terms and
conditions set forth below;
NOW THEREFORE,
in consideration of the premises herein contained, and for other
good and valuable consideration, the receipt of which is hereby
acknowledged, the parties hereto hereby agree as
follows:
1.
Defined Terms . Capitalized terms used and not otherwise
defined herein shall have the meanings assigned to such terms in
the Agreement.
2.
Amendment to the Agreement . Subject to the satisfaction of
the conditions precedent set forth in Section 5 below, the
Agreement is hereby amended as follows:
(a)
Section 9.1(h)(i) of the Agreement is hereby amended to delete the
number “0.80%” set forth therein and to substitute such
number with the date “1.25%".
(b)
The definition of “Liquidity Termination Date” set
forth in Exhibit I to the Agreement is hereby amended to delete the
date “July 13, 2007” set forth therein and to
substitute such date with the date “July 11,
2008".
(c)
The definition of “Loss Ratio” set forth in Exhibit I
to the Agreement is hereby amended to amend and restate in its
entirety the definition of “RRR” set forth therein as
follows:
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“ |
RRR= the “Recovery Realization Rate”, which shall
be, in respect of any Reference Portfolio as of any date of
determination, the ratio (expressed as a percentage) of |
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(i) |
the aggregate amount of Disposed Equipment Receivable Proceeds
received during the 12 calendar months then most recently ended in
respect of Disposed Equipment Receivables in such Reference
Portfolio, to |
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(ii) |
the aggregate Outstanding Balance of all Receivables in such
Reference Portfolio that became Disposed Equipment Receivables
during the 12 calendar month period ended three calendar months
prior to such date of determination, as calculated for each such
Receivable on the basis of its Outstanding Balance as of the date
it shall have been transferred to non-accrual
status.” |
3.
Representations and Warranties of the Seller . In order to
induce the parties hereto to enter into this Amendment, the Seller
represents and warrants that:
(a)
The representations and warranties of Seller s
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