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EXHIBIT 2.4
EXECUTION COPY
SECOND AMENDMENT
SECOND AMENDMENT, dated as of December 18, 2003 (this
"Amendment"), to the Receivables Transfer
Agreement, dated as of December 20,
2001, as amended and restated as of
September 24, 2002 (as further amended,
supplemented or otherwise modified from
time to time, the "Receivables Transfer
Agreement"), among Collins & Aikman
Products Co. ("C&A"), Carcorp, Inc. (the
"Transferor"), the conduit purchasers party
thereto from time to time (the "CP
Conduit Purchasers"), the committed
purchasers party thereto from time to time
(the "Committed Purchasers": and, together
with the CP Conduit Purchasers, the
"Purchasers"), the funding agents party
thereto from time to time (the "Funding
Agents") and JPMorgan Chase Bank, as
administrative agent (the "Administrative
Agent").
W I T N E S S E T H:
WHEREAS, C&A, the Transferor, the Purchasers, the Funding
Agents and the Administrative Agent are
parties to the Receivables Transfer
Agreement; and
WHEREAS, C&A and Carcorp have requested, and the Required
Committed Purchasers have consented to,
certain modifications as set forth
herein;
NOW, THEREFORE, in consideration of the premises and of the
mutual agreements herein contained, the
parties hereto hereby agree as follows:
1.
Defined Terms. Terms defined in the Receivables
Transfer Agreement and used herein shall,
unless otherwise indicated, have the
meanings given to them in the Receivables
Transfer Agreement.
2.
Amendment
to Section 2.03 of the Receivables Transfer
Agreement. Paragraph (c) of Section 2.03 of
the Receivables Transfer Agreement
is hereby amended by deleting such
paragraph in its entirety and substituting in
lieu thereof the following:
"(c)
Transferred Interest Held by the Committed Purchasers
Prior to the Termination Date. With respect to any portion of
the
Transferred Interest which is owned by or transferred to a
Committed
Purchaser pursuant to this Agreement or an Asset Purchase
Agreement
prior to the Termination Date, the initial Tranche Period
applicable to
such portion of the Net Investment allocable thereto shall be a
period
of at least three (3) Business Days, and such Tranche shall be a
BR
Tranche. Thereafter (but prior to the Termination Date or the
occurrence and continuation of a Potential Termination Event),
with
respect to such portion, and with respect to any other portion of
the
Transferred Interest held by any Committed Purchaser, the
Tranche
applicable thereto shall be, at the Transferor's sole option,
either a
BR Tranche or a Eurodollar Tranche. Notwithstanding the foregoing,
upon
the occurrence of the Redwood Termination Event, and for so long as
GE
Capital is the only Committed Purchaser hereunder that owns any
portion
of the Transferred Interest or has outstanding Net Investment,
the
Tranche Period applicable to GE Capital's portion of the Net
Investment
shall be the GECC Tranche Period, and such Tranches with respect to
GE
Capital's Net Investment shall be GECC Tranches; provided, that if
GE
Capital ceases to be the only Committed Purchaser that owns a
portion
of the Transferred Interest or who has outstanding Net Investment,
the
foregoing proviso shall cease to apply and pricing for GE
Capital's
portion of the Net Investment shall be determined in accordance
with
the first two sentences of this paragraph (c). The Transferor
shall
give the Administrative Agent and the Funding Agents with
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respect to the applicable Committed Purchasers irrevocable notice
by
telephone of the new Tranche Period (i) if the applicable Tranche
is to
be a Eurodollar Tranche, at least three (3) Business Days prior to
the
expiration of any then existing Tranche Period, and (ii) if the
applicable Tranche is to be a BR Tranche or GECC Tranche, at least
one
(1) Business Day prior to the expiration of any then existing
Tranche
Period. Any Tranche Period maintained by the Committed Purchasers
which
is outstanding on the Termination Date shall end on the
Termination
Date."
3.
Amendment to Schedule A of the Receivables Transfer
Agreement. (a) Schedule A to the
Receivables Transfer
