{"id":41240,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/receivables-financing-agreement-anntaylor-funding-inc3.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"receivables-financing-agreement-anntaylor-funding-inc3","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/receivables-financing-agreement-anntaylor-funding-inc3.html","title":{"rendered":"Receivables Financing Agreement &#8211; AnnTaylor Funding Inc., AnnTaylor Inc., Clipper Receivables Corp., State Street Boston Capital Corp and PNC Bank NA"},"content":{"rendered":"<pre>\n       FIRST AMENDMENT TO RECEIVABLES FINANCING AGREEMENT\n\n\n     THIS FIRST AMENDMENT TO RECEIVABLES FINANCING AGREEMENT,\ndated as of May 31, 1994 (this 'Amendment'), is among AnnTaylor\nFunding, Inc. a Delaware corporation (the 'Company'), AnnTaylor,\nInc., a Delaware corporation ('AnnTaylor'), Clipper Receivables\nCorporation, a Delaware corporation ('Lender'), State Street\nBoston Capital Corporation, a Massachusetts corporation, as\nadministrator for Lender (the 'Administrator') and PNC Bank,\nNational Association, a national banking association (the\n'Relationship Bank').\n\n\n                           BACKGROUND\n\n     1.   The Company, AnnTaylor, Lender, the Administrator and\nthe Relationship Bank entered into a Receivables Financing\nAgreement, dated as of January 27, 1994 (the 'Agreement').\n\n     2.   The Company, AnnTaylor, Lender, the Administrator and\nthe Relationship Bank desire to amend the Agreement in certain\nrespects as set forth herein.\n\n     NOW, THEREFORE, in consideration of the foregoing and other\ngood and valuable consideration, the receipt and sufficiency of\nwhich are hereby acknowledged, the parties hereto hereby agree as\nfollows:\n\n     SECTION 1.  Definitions.  The capitalized terms used in this\nAmendment and not otherwise defined herein shall have the\nmeanings assigned thereto in the Agreement.\n\n     SECTION 2.  Settlement Procedures.  Section 3.01(a) of the\nAgreement is hereby amended by adding an additional sentence to\nthe end thereof as follows:\n\n     'In the event that the amount of Collections received\n     during the Settlement Period to which an Information\n     Package relates is less than the sum of (i) the Amount\n     Payable for the related Settlement Date plus (ii) the\n     amount of funds then on deposit in the Spread Account,\n     the Administrator shall withdraw the amount of any such\n     deficiency from the Customer Letter of Credit on the\n     Business Day next succeeding the applicable Reporting\n     Date.  The Administrator shall hold the funds so\n     withdrawn from the Customer Letter of Credit in a\n     segregated account for application on the related\n     Settlement Date pursuant to this Section 3.01.'\n\nSection 3.01(b) of the Agreement is hereby amended by (i)\ninserting at the end of the fourth sentence thereof, prior to the\nperiod, the following: '(the amount set forth in this clause (2),\nthe 'Amount Payable')' and (ii) deleting the word 'first,' and\nthe phrase 'and second,  draw the amount of any remaining\ndeficiency from the Customer Letter of Credit' where they appear\nin the fifth sentence thereof.  Section 3.01(c) of the Agreement\nis hereby amended by inserting in the fourth line thereof after\nthe phrase 'paragraph (b)' the phrase 'and any amounts withdrawn\nfrom the Customer Letter of Credit pursuant to the foregoing\nparagraph (a)'.  Section 3.01(d) is hereby amended by inserting\nin the fourth line thereof after the phrase 'paragraph (b)' the\nphrase 'and any amounts withdrawn from the Customer Letter of\nCredit pursuant to the foregoing paragraph (a)'.\n\n     SECTION 3.  Customer Letter of Credit.  Section 3.05(e) of\nthe Agreement is hereby amended by inserting ', or confirmed by,'\nin the seventh line thereof after the words 'Enhancement Limit,\nfrom'.  Section 3.05(f) of the Agreement is hereby amended by\nadding at the end thereof the following:  'In the event that the\nCompany has provided a Customer Letter of Credit and the issuer\nof such Customer Letter of Credit (including any issuer of a\nconfirming letter of credit) is downgraded below the ratings\nrequired pursuant to the foregoing paragraph (e) (or such ratings\nare withdrawn), unless the Company has provided a substitute\nCustomer Letter of Credit satisfying the requirements of the\nforegoing paragraph (e) or the Company has deposited in the\nSpread Account the amount necessary to bring the amount therein\nup to the Enhancement Limit, in each case, on or prior to two (2)\nBusiness Days after such downgrading or withdrawal, the\nAdministrator shall withdraw the full stated amount of the\nCustomer Letter of Credit and deposit it in the Spread Account.\nIf the Customer Letter of Credit has a stated expiration date\nthat is earlier than the Final Payout Date, unless the Company\nhas substituted therefor another Customer Letter of Credit\nsatisfying the requirements of the foregoing paragraph (e) or\ndeposited into the Spread Account the amount necessary to bring\nthe amount of funds therein up to the Enhancement Limit on or\nbefore two (2) Business Days prior to the stated expiration date,\nthe Administrator shall withdraw the full stated amount of the\nCustomer Letter of Credit and deposit such funds into the Spread\nAccount.\n\n     SECTION 4.  Certain Ratios.  Section 10.01(g) of the\nAgreement is hereby amended by (i) deleting the number '1.95%'\nwhere it appears therein and substituting therefor the number\n'2.00%' and (ii) deleting the number '1.325%' where it appears\ntherein and substituting therefor the number '1.40%'.\n\n     SECTION 5.  Definitions - Appendix A.  Appendix A to the\nAgreement is hereby amended by adding, in the appropriate\nalphabetical order, the following definition:\n\n     'Amount Payable' has the meaning set forth in\nSection 3.01(b).\n\n     SECTION 6.  Miscellaneous.  The Agreement, as amended\nhereby, remains in full force and effect.  Any reference to the\nAgreement from and after the date hereof shall be deemed to refer\nto the Agreement as amended hereby unless otherwise expressly\nstated.  This Amendment may be executed in any number of\ncounterparts and by the different parties hereto on separate\ncounterparts, each of which when so executed shall be deemed to\nbe an original and all of which when taken together shall\nconstitute one and the same agreement.  This Amendment shall be\ngoverned by the laws of the State of New York.  The Company\nhereby agrees to pay, promptly upon demand, all costs and\nexpenses incurred by Lender, the Administrator or the\nRelationship Bank in connection with this Amendment.\n     IN WITNESS WHEREOF, the parties have caused this Amendment\nto be executed by their respective officers thereunto duly\nauthorized, as of the date first above written.\n\n\n                              ANNTAYLOR FUNDING, INC.\n\n\n\n                              By: \/s\/ Walter J. Parks\n                                  _______________________\n\n\n                              ANNTAYLOR, INC.\n\n\n\n                              By: \/s\/ Walter J. Parks\n                                 _______________________\n\n\n\n                              CLIPPER RECEIVABLES CORPORATION\n\n\n\n                              By:  \/s\/ Lannhi Tran\n                                 ________________________\n\n\n                              STATE STREET BOSTON CAPITAL\n                              CORPORATION, as Administrator\n\n\n\n                              By: \/s\/ David B. Coleman\n                                 _____________________________\n\n\n\n                              PNC BANK, NATIONAL ASSOCIATION\n\n\n\n                              By: \/s\/ Mark Williams\n                                  _____________________\n\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6710,8542,8935],"corporate_contracts_industries":[9415,9494],"corporate_contracts_types":[9561,9560],"class_list":["post-41240","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-anntaylor-stores-corp","corporate_contracts_companies-pnc-financial-services-group-inc","corporate_contracts_companies-state-street-corp","corporate_contracts_industries-financial__banks","corporate_contracts_industries-retail__clothing","corporate_contracts_types-finance__credit","corporate_contracts_types-finance"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41240","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41240"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41240"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41240"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41240"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}