RECEIVABLES PURCHASE AND SALE AGREEMENT
THIS RECEIVABLES PURCHASE AND SALE AGREEMENT, dated as of October 25, 2000, is by and among Mohawk Carpet Corporation, a Delaware corporation("Mohawk Carpet"), Mohawk Commercial, Inc., a Delaware corporation("Mohawk Commercial"), Durkan Patterned Carpets, Inc., a Georgia corporation("Durkan; "each of Mohawk Carpet, Mohawk Commercial and Durkan being hereinafter referred to as an "Originator" and collectively, as the "Originators"), and Mohawk Factoring, Inc., a Delaware corporation("Buyer"), and replaces and supersedes the following agreements(each, an "Existing Agreement") in their entirety:
(i) that certain Receivables Purchase and Sale Agreement dated December 31, 1997 by and between the Buyer and Mohawk Carpet;
(ii) that certain Receivables Purchase and Sale Agreement dated May 13, 1999 by and between the Buyer and Durkan;
(iii) that certain Receivables Purchase and Sale Agreement dated December 31, 1997 by and between the Buyer and Mohawk Commercial.
Unless defined elsewhere herein, capitalized terms used in this Agreement shall have the meanings assigned to such terms in Exhibit I hereto.
PRELIMINARY STATEMENTS
Each of the Originators has from time to time sold Receivables to the Buyer pursuant to the Existing Agreement to which such Originator is a party and wishes to terminate and replace such Existing Agreement in its entirety with this Agreement.
Each of the Originators and the Buyer intended that the past transfers of Receivables under the Existing Agreements, and that all transfers of Receivables hereunder, be true sales to the Buyer by such Originator of the Receivables originated by it, providing the Buyer with the full benefits of ownership of such Receivables, and none of the Originators nor the Buyer intends these transactions to be, or for any purpose to be characterized as loans from the Buyer to such Originator.
Each of the Originators acknowledges that from and after October 26, 2000, the Buyer intends to finance purchases of Receivables from the Originators, in part, from the proceeds of loans made pursuant to a Credit and Security Agreement of even date herewith(as the same may from time to time hereafter be amended, supplemented, restated or otherwise modified, the "Credit and Security Agreement") among the Buyer, as the borrower, Mohawk Servicing, Inc., a Delaware corporation, as the initial Servicer, Blue Ride Asset Funding Corporation("Blue Ridge") and certain other lenders from time to time party thereto, and Wachovia Bank, N.A., as agent for Blue Ridge and the other Lenders(in such capacity, together with its successors, the "Agent").
NOW, THEREFORE, in consideration of the foregoing premises and the mutual agreements herein contained and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:
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