Amendment to Annual Report — Form 10-K
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10-K/A Amendment to Annual Report 68 415K
2: EX-3.B Articles of Incorporation/Organization or By-Laws 10 41K
3: EX-4.E Instrument Defining the Rights of Security Holders 7 27K
5: EX-10.BB Material Contract 8 29K
6: EX-10.CC Material Contract 8 33K
7: EX-10.DD Material Contract 11 52K
8: EX-10.EE Material Contract 11 51K
4: EX-10.F Material Contract 15 80K
9: EX-10.FF Material Contract 11 50K
10: EX-10.GG Material Contract 9 46K
11: EX-10.HH Material Contract 3 14K
12: EX-10.II Material Contract 3 14K
13: EX-10.JJ Material Contract 19 64K
14: EX-27 Financial Data Schedule (Pre-XBRL) 1 11K
15: EX-99.C Miscellaneous Exhibit 3 14K
16: EX-99.D Miscellaneous Exhibit 12 38K
17: EX-99.E Miscellaneous Exhibit 5 28K
EX-10.HH — Material Contract
| EX-10.HH | 1st Page of 3 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
|---|
EXHIBIT 10.hh
FIRST AMENDMENT TO
RECEIVABLES SALE AND CONTRIBUTION AGREEMENT
THIS FIRST AMENDMENT TO RECEIVABLES SALE AND CONTRIBUTION AGREEMENT,
dated as of April 2, 1998, is entered into by and between SUNBEAM PRODUCTS,
INC., a Delaware corporation (the "PARENT") and SUNBEAM ASSET DIVERSIFICATION,
INC., a Delaware corporation ("FUNDING"). Capitalized terms used but not
otherwise defined herein shall have the meaning given to such terms in the
Agreement (as defined below).
WHEREAS, the parties hereto entered into that certain Receivables Sale
and Contribution Agreement, dated as of December 4, 1997 (the "AGREEMENT"); and
WHEREAS, the parties hereto desire to amend the Agreement in certain
respects as provided herein;
NOW THEREFORE, in consideration of the promises and other mutual
covenants contained herein, the parties hereto agree as follows:
SECTION 1. AMENDMENTS.
(a) Sections 12(a) and (b) are hereby amended and
restated to read in their entirety as follows:
"(a) THIS SALE AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS (AS OPPOSED TO
CONFLICT OF LAWS PROVISIONS) OF THE STATE OF NEW YORK.
(b) THE PARENT AND FUNDING HEREBY SUBMIT TO THE
NON-EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW
YORK AND THE UNITED STATES DISTRICT COURT LOCATED IN NEW YORK
CITY, NEW YORK, AND EACH WAIVES PERSONAL SERVICE OF ANY AND
ALL PROCESS UPON IT AND CONSENTS THAT ALL SUCH SERVICE OF
PROCESS BE MADE BY REGISTERED MAIL DIRECTED TO THE ADDRESS SET
FORTH ON THE SIGNATURE PAGE HEREOF AND SERVICE SO MADE SHALL
BE DEEMED TO BE COMPLETED FIVE DAYS AFTER THE SAME SHALL HAVE
BEEN DEPOSITED IN THE U.S. MAILS, POSTAGE PREPAID. THE PARENT
AND FUNDING EACH HEREBY WAIVE ANY OBJECTION BASED ON FORUM NON
CONVENIENS, AND ANY OBJECTION TO VENUE OF ANY ACTION
INSTITUTED HEREUNDER, AND CONSENTS TO THE GRANTING OF
SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY THE
COURT. NOTHING IN THIS SECTION SHALL AFFECT THE RIGHT OF THE
PARENT OR FUNDING TO SERVE LEGAL PROCESS IN ANY OTHER MANNER
PERMITTED BY LAW OR AFFECT EITHER'S RIGHT TO BRING ANY ACTION
OR PROCEEDING IN THE COURTS OF ANY OTHER JURISDICTION.
SECTION 2. AGREEMENT IN FULL FORCE AND EFFECT AS AMENDED.
Except as specifically amended hereby, the Agreement
shall remain in full force and effect. All references to the Agreement shall be
deemed to mean the Agreement as modified hereby. This Amendment shall not
constitute a novation of the Agreement but shall constitute an amendment
thereof. The parties hereto agree to be bound by the terms and conditions of the
Agreement, as amended by this Amendment, as though such terms and conditions
were set forth herein.
SECTION 3. MISCELLANEOUS.
(a) This Amendment may be executed in any number of
counterparts, and by the different parties hereto on the same or separate
counterparts, each of which shall be deemed to be an original instrument but all
of which together shall constitute one and the same agreement.
(b) The descriptive headings of the various sections
of this Amendment are inserted for convenience of reference only and shall not
be deemed to affect the meaning or construction of any of the provisions hereof.
(c) This Agreement may not be amended or otherwise
modified except as provided in this Agreement.
(d) THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF
THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT
REFERENCE TO ITS CONFLICT OF LAWS PROVISIONS.
[Remainder of Page Intentionally Left Blank]
2
IN WITNESS WHEREOF, the parties hereto have caused
this Amendment to be executed by their respective officers
thereunto duly authorized as of the date first written above.
SUNBEAM PRODUCTS, INC.
By: /s/ RUSSELL A. KERSH
---------------------------------
Name: Russell A. Kersh
Title: Ex. VP
1615 South Congress Avenue
Suite 200
Delray Beach, Florida 33345
Attention: Treasurer
Telecopier No.: (561) 243-2027
SUNBEAM ASSET DIVERSIFICATION, INC.
By: /s/ RUSSELL A. KERSH
---------------------------------
Name: Russell A. Kersh
Title: Ex. VP
300 Delaware Avenue
Suite 1704
Wilmington, Delaware 19801
Attention:
Telecopier No.:
3
Dates Referenced Herein and Documents Incorporated by Reference
| Referenced-On Page |
|---|
| This ‘10-K/A’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| | 11/13/98 |
| Filed on: | | 11/12/98 |
| | 4/2/98 | | 1 |
| For Period End: | | 12/28/97 | | | | | | | 10-K405 |
| | 12/4/97 | | 1 |
| List all Filings |
↑Top
Filing Submission 0000950170-98-002145 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
About — Privacy — Redactions — Help —
Fri., Apr. 19, 1:24:04.1am ET 