AMENDMENT NO. 6 TO RECEIVABLES PURCHASE AGREEMENT
Exhibit 10.1
AMENDMENT
NO. 6
TO RECEIVABLES PURCHASE AGREEMENT
THIS
AMENDMENT NO. 6 TO RECEIVABLES PURCHASE AGREEMENT,
dated as
of October 19, 2006 (this “Amendment”),
is by
and among Ralcorp Holdings, Inc., a Missouri corporation, as Master Servicer
(the “Master
Servicer”), Ralcorp
Receivables Corporation, a Nevada corporation (together with the Master
Servicer, the “Seller
Parties”),
Falcon Asset Securitization Company LLC, a Delaware limited liability company
formerly known as Falcon Asset Securitization Corporation (“Conduit”)
and
JPMorgan Chase Bank, N.A., successor by merger to Bank One, NA (Main Office
Chicago), individually and as agent (in such capacity, the “Agent”),
and
pertains to the Receivables Purchase Agreement dated as of September 25,
2001 by
and among the parties hereto, as heretofore amended (the “Existing
Agreement”).
Unless defined elsewhere herein, capitalized terms used in this Amendment
shall
have the meanings assigned to such terms in the Existing Agreement.
PRELIMINARY
STATEMENT
The
parties wish to amend the Existing Agreement as hereinafter set
forth.
NOW,
THEREFORE,
in
consideration of the premises and the mutual covenants herein contained,
and for
other good and valuable consideration, the receipt and sufficiency of which
are
hereby acknowledged, the parties hereto agree as follows:
1. Amendments.
(a) The
Special Concentration Limits for (i) Albertsons and its Affiliates, (ii)
SuperValu and its Affiliates, and (iii) Kmart and its Affiliates, are hereby
cancelled.
(b) Clause
(i) of the definition of “Eligible
Receivable” in
the
Existing Agreement is hereby amended and restated in its entirety to read
as
follows:
(i) the
Obligor of which (a) if a natural person, is a resident of the United States
or
Canada or, if a corporation or other business organization, is organized
under
the laws of the United States or Canada or any political subdivision of either
of the foregoing and has its chief executive office in the United States
or
Canada; (b) is not an Affiliate of any of the parties hereto; and (c) is
not a
Designated Obligor, provided,
however, that
the
aggregate Outstanding Balance of all Receivables owing from Obligors organized
under the laws of, or having their chief executive offices located in, Canada
or
any of its political subdivisions that are included in “Eligible Receivables”
shall not exceed at any time 5% of the aggregate Outstanding Balance of all
Receivables,
(c) The
definition of “Liquidity
Termination Date”
in the
Existing Agreement is hereby amended and restated in its entirety to read
as
follows:
“Liquidity
Termination Date”
means
October 18, 2007.
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(d) Exhibit
X
to the Existing Agreement is hereby amended and restated in its entirety
to read
as set forth in Annex A hereto.
2. Representations.
In
order to induce the Agent and the Purchasers to agree to this Amendment,
each
Seller Party hereby makes as of the date hereof each of the representations
and
warranties contained in Section 5.1 of the Existing Agreement.
3. Condition
Precedent.
This
Amendment shall become effective as of the date hereof upon receipt by the
Agent
of counterparts hereof duly executed by each of the parties hereto.
4. Miscellaneous.
4.1. CHOICE
OF LAW.
THIS
AMENDMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL
LAWS
(AND NOT THE LAW OF CONFLICTS) OF THE STATE OF ILLINOIS.
4.2. Binding
Effect.
This
Amendment shall be binding upon and inure to the benefit of the parties and
their respective successors and permitted assigns (including any
trustee
in
bankruptcy and the Agent).
4.3. Counterparts;
Severability.
This
Amendment may be executed in any number of counterparts and by different
parties
hereto in separate counterparts, each of which when so executed shall be
deemed
to be an original and all of which, taken together, shall constitute one
and the
same agreement. Any provisions of this Amendment which are prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating
the
remaining provisions hereof, and any such prohibition or unenforceability
in any
jurisdiction shall not invalidate or render unenforceable such provision
in any
other jurisdiction.
<Signature
Pages Follow>
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IN
WITNESS WHEREOF,
the
parties hereto have caused this Amendment to be duly executed and delivered
as
of the date hereof.
RALCORP
HOLDINGS, INC., as
Master
Servicer
By:
/s/
Xxxxx Xxxxxxx
Name: Xxxxx
Xxxxxxx
Title: Corporate
VP and Treasurer
RALCORP
RECEIVABLES CORPORATION
By:
/s/
Xxxxx Xxxxxxx
Name: Xxxxx
Xxxxxxx
Title: President
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JPMORGAN
CHASE BANK, N.A., individually
and as Agent
By:
/s/
Xxxxxx X.
Xxxxxx
Vice
President
FALCON
ASSET SECURITIZATION COMPANY LLC
By:
JPMorgan Chase Bank, N.A., its attorney-in-fact
By:
/s/
Xxxxxx X.
Xxxxxx
Vice
President
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