Receivables Transfer and Servicing Agreement - 范本

SCHEDULES
1	Names, Addresses and Commitments of Banks
2	Location of Chief Executive Offices; Location of Books and Records
3	Lockboxes
4	Transactions with Affiliates
5	Contractual Obligations
6	Local Counsel
EXHIBITS
A	Form of Assignment and Acceptance
B	Form of Lockbox Agreement
C	Form of Subordination Agreement
*D-1	Form of Opinion of Cravath, Swaine& Moore (Corporate)
*D-2	Form of Opinion of Cravath, Swaine& Moore (Bankruptcy)
*D-3	Form of Opinion of Elizabeth R. Philipp, Esq., general counsel of Collins& Aikman Corporation
*D-4	Form of Opinion of Stikeman Elliott, special Canadian counsel
*D-5	Form of Opinion of Local Counsel
E	Form of Settlement Statement
F	Form of Additional Servicer Supplement
G	Form of Responsible Officer's Certificate as to Solvency, etc.
H	Form of Daily Report I Form of Receivables Sale Agreement
* Omitted

RECEIVABLES TRANSFER AND SERVICING AGREEMENT, dated as of July 13, 1994, among CARCORP, INC., a Delaware corporation (the "Company"), COLLINS& AIKMAN PRODUCTS CO., a Delaware corporation ("C&A Products"), as master Servicer (in such capacity, the "Master Servicer"), C&A Products and each of the subsidiaries of C&A Products from time to time parties hereto, in their capacities as Servicers of receivables (in such capacities, the "Servicers"), the several financial institutions from time to time parties to this Agreement (the "Banks") and CHEMICAL BANK, a New York banking corporation, as administrative agent for the Banks.

WITNESSETH:

WHEREAS, the Company desires to assign and transfer to the Banks, and the Banks desire to acquire a Participating Interest (as hereinafter defined) in, all the Company's right, title and interest in, to and under the Receivables (as hereinafter defined) now existing or hereafter created and in the rights of the Company in, to and under all other Related Property (as hereinafter defined);

NOW, THEREFORE, in consideration of the premises and of the mutual covenants herein contained, the parties hereto agree as follows:

........

EXHIBIT I
TO THE RECEIVABLES TRANSFER AGREEMENT

CARCORP, INC.

RECEIVABLES SALE AGREEMENT

Dated as of July 13, 1994

TABLE OF CONTENTS

ARTICLE I

DEFINITIONS

1.1. Defined Terms

1.2. Other Definitional Provisions

ARTICLE II

PURCHASE AND SALE OF RECEIVABLES

2.1. Purchase and Sale of Receivables

2.2. Purchase Price

2.3. Payment of Purchase Price

2.4. No Repurchase

2.5. Rebates, Adjustments, Returns and Reductions; Modifications

2.6. Limited Repurchase Obligation

2.7. Obligations Unaffected

2.8. Certain Charges

2.9. Certain Allocations

ARTICLE III

CONDITIONS TO PURCHASE AND SALE

3.1. Conditions Precedent to the Company's Initial Purchase of Receivables

3.2. Conditions Precedent to All the Company's Purchases of Receivables

3.3. Conditions Precedent to Sellers' Obligations

3.4. Conditions Precedent to the Addition of a Seller

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

4.1. Representations and Warranties of the Sellers Relating to the Sellers

4.2. Representations and Warranties of the Sellers Relating to the Agreement and the Receivables

ARTICLE V

AFFIRMATIVE COVENANTS

5.1. Certificates; Other Information

5.2. Compliance with Laws, etc

5.3. Preservation of Corporate Existence

5.4. Visitation Rights

5.5. Keeping of Records and Books of Account

5.6. Location of Records

5.11. Lockbox Agreements; Lockbox Accounts

5.12. Furnishing Copies, etc

5.13. Obligations with Respect to Obligors and Receivables

5.14. Responsibilities of the Sellers

5.15. Further Action

5.16. Certain Procedures

ARTICLE VI

NEGATIVE COVENANTS

6.1. Liens

6.2. Extension or Amendment of Receivables

6.3. Change in Payment Instructions to Obligors

6.4. Change in Name

6.5. Modification of Ledger

6.6. Business of the Sellers

6.7. Accounting of Purchases

6.8. Chattel Paper

6.9. Ineligible Receivables

ARTICLE VII

PURCHASE TERMINATION EVENTS

ARTICLE VIII

THE SUBORDINATED NOTES

8.1. Subordinated Notes

8.2. Restrictions on Transfer of Subordinated Notes

ARTICLE IX

MISCELLANEOUS

9.1. Further Assurances

9.2. Payments

9.3. Costs and Expenses

9.4. Successors and Assigns

9.5. GOVERNING LAW

9.6. No Waiver; Cumulative Remedies

9.7. Amendments and Waivers

9.8. Sever ability

9.9. Notices

9.10. Counterparts

9.11. Construction of Agreement as Security Agreement

9.12. Waivers of Jury Trial

9.13. Jurisdiction; Consent to Service of Process

9.14. Addition of Sellers

9.15. Optional Termination of Seller

9.16. No Bankruptcy Petition

9.17. Termination

9.18. Confidentiality

ANNEX X	Definitions
SCHEDULES 1	Locations of Chief Executive Offices; Locations of Books and Records
SCHEDULES 2	Lockboxes
SCHEDULES 3	Discounted Percentage
SCHEDULES 4	Tax Matters
EXHIBITS A	Form of U. S. Dollar Subordinated Note
EXHIBITS B	Form of Canadian Dollar Subordinated Note
EXHIBITS C	Form of Additional Seller Supplement

RECEIVABLES SALE AGREEMENT, dated as of July 13, 1994, among Collins& Aikman Products Co., a Delaware corporation ("C&A Products"), Ack-Ti-Lining, Inc., WCA Canada, Inc., Imperial Wallcoverings (Canada), Inc., Imperial Wallcoverings, Inc., The Akro Corporation, Dura Acquisition Corp. and each of the other subsidiaries of C&A Products from time to time parties hereto (each of the foregoing, a "Seller"), C&A Products, as Master Servicer (in such capacity, the "Master Servicer"), and Carcorp, Inc., a Delaware corporation (the "Company").

WITNESSETH:

WHEREAS, in the ordinary course of business, each Seller generates accounts receivable; and

WHEREAS, each Seller desires to sell to the Company, and the Company is willing to purchase from such Seller, all of such Seller's right, title and interest in, to and under the Receivables (as defined herein) now existing or hereafter created and the rights of such Seller in, to and under all Related Property (as so defined) related thereto;

NOW, THEREFORE, in consideration of the premises and of the mutual covenants herein contained, the parties hereto agree as follows:

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