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Title: |
Receivables Sale Agreement |
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Entities: |
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Date: |
2003 |
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Size: |
81KB total |
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Price: |
$40 |
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ID: |
#1638176 |
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RECEIVABLES SALE AGREEMENT
DATED AS OF AUGUST 29, 2003
BETWEEN
THE BUTCHER COMPANY,
as Originator
AND
JOHNSONDIVERSEY, INC.,
as Buyer
TABLE OF CONTENTS
| Page | ||||||
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ARTICLE I |
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AMOUNTS AND TERMS |
3 | |||||
| Section 1.1 |
Purchase of Receivables. |
3 | ||||
| Section 1.2 |
Payment for the Purchase. |
4 | ||||
| Section 1.3 |
Purchase Price Credit Adjustments |
5 | ||||
| Section 1.4 |
Payments and Computations, Etc |
6 | ||||
| Section 1.5 |
Transfer of Records. |
6 | ||||
| Section 1.6 |
Characterization |
7 | ||||
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ARTICLE II |
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REPRESENTATIONS AND WARRANTIES |
7 | |||||
| Section 2.1 |
Representations and Warranties of Originator |
7 | ||||
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ARTICLE III |
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CONDITIONS OF PURCHASE |
11 | |||||
| Section 3.1 |
Condition Precedent to Purchase |
11 | ||||
| Section 3.2 |
Conditions Precedent to Subsequent Payments |
11 | ||||
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ARTICLE IV |
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COVENANTS |
12 | |||||
| Section 4.1 |
Affirmative Covenants of Originator |
12 | ||||
| Section 4.2 |
Negative Covenants of Originator |
16 | ||||
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ARTICLE V |
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AMORTIZATION EVENTS |
17 | |||||
| Section 5.1 |
Amortization Events |
17 | ||||
| Section 5.2 |
Remedies |
18 | ||||
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ARTICLE VI |
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INDEMNIFICATION |
19 | |||||
| Section 6.1 |
Indemnities by Originator |
19 | ||||
| Section 6.2 |
Other Costs and Expenses |
21 | ||||
i
TABLE OF CONTENTS
(continued)
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ARTICLE VII |
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MISCELLANEOUS |
21 | |||||
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Section 7.1 |
Waivers and Amendments. |
21 | ||||
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Section 7.2 |
Notices |
22 | ||||
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Section 7.3 |
Protection of Ownership Interests of Buyer. |
22 | ||||
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Section 7.4 |
Confidentiality. |
23 | ||||
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Section 7.5 |
Bankruptcy Petition. |
24 | ||||
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Section 7.6 |
CHOICE OF LAW |
24 | ||||
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Section 7.7 |
CONSENT TO JURISDICTION |
24 | ||||
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Section 7.8 |
WAIVER OF JURY TRIAL |
25 | ||||
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Section 7.9 |
Integration; Binding Effect; Survival of Terms. |
25 | ||||
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Section 7.10 |
Counterparts; Severability; Section References |
26 | ||||
ii
Exhibits and Schedules
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EXHIBIT I |
? | Definitions | ||
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EXHIBIT II |
? | Principal Place of Business; Location(s) of Records; Federal Employer Identification Number; Other Names | ||
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EXHIBIT III |
? | Lock-Boxes; Collection Accounts; Collection Banks | ||
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EXHIBIT IV |
? | Credit and Collection Policy | ||
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EXHIBIT V |
? | Form of Subordinated Note | ||
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SCHEDULE A |
? | List of Documents to Be Delivered to Buyer Prior to the Purchase | ||
iii
RECEIVABLES SALE AGREEMENT
THIS RECEIVABLES SALE AGREEMENT, dated as of August 29, 2003 is by and between The Butcher Company, a Delaware corporation (?Originator?), and JohnsonDiversey, Inc., a Delaware corporation (?Buyer?). Unless defined elsewhere herein, capitalized terms used in this Agreement shall have the meanings assigned to such terms in Exhibit I.
PRELIMINARY STATEMENTS
Originator now owns, and from time to time hereafter will own, Receivables. Originator wishes to sell and assign to Buyer, and Buyer wishes to purchase from Originator, all of Originator?s right, title and interest in and to such Receivables, together with the Related Security and Collections with respect thereto.
Originator and Buyer intend the transactions contemplated hereby to be true sales of the Receivables from Originator to Buyer, providing Buyer with the full benefits of ownership of the Receivables, and Originator and Buyer do not intend these transactions to be, or for any purpose to be characterized as, loans from Buyer to Originator.
Following the purchase of Receivables from Originator, Buyer will sell the Receivables, together with the Related Security and Collections with respect thereto, to JWPR Corporation pursuant to that certain Receivables Sale Agreement dated as of March 2, 2001 (as amended, restated, supplemented or otherwise modified from time to time, the ?Sale Agreement?). Following the purchase of Receivables from Buyer, JWPR Corporation will sell undivided interests therein and in the associated Related Security and Collections pursuant to that certain Receivables Purchase Agreement dated as of March 2, 2001 (as amended, supplemented, restated or otherwise modified from time to time, the ?Purchase Agreement?) among JWPR Corporation, Falcon Asset Securitization Corporation (including its assigns and successors, ?FALCON?), the financial institutions from time to time party thereto as ?Financial Institutions? and Bank One, NA or any successor agent appointed pursuant to the terms of the Purchase Agreement, as agent for FALCON and such Financial Institutions (in such capacity, the ?Agent?).
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