EXHIBIT 10.6
AMENDMENT NO. 3 TO THE
AMENDED AND RESTATED RECEIVABLES TRANSFER AGREEMENT,
ORIGINALLY DATED AS OF MAY 17, 2001,
AMENDMENT NO. 2 TO THE
RECEIVABLES PURCHASE AGREEMENT,
ORIGINALLY DATED AS OF MAY 17, 2001,
AND AMENDMENT NO. 2 TO
THE PARCO ASSET PURCHASE AGREEMENT,
ORIGINALLY DATED AS OF MAY 17, 2001,
among
PARK AVENUE RECEIVABLES CORPORATION,
RTR FUNDING LLC,
as the Transferor,
iDINE REWARDS NETWORK INC.,
individually and as Servicer,
iDINE RESTAURANT GROUP INC.,
TRANSMEDIA SERVICE COMPANY INC.,
VARIOUS FINANCIAL INSTITUTIONS,
XXXXX XXXXX ASSOCIATES, LTD.,
as Back-up Servicer
and
JPMORGAN CHASE BANK,
as Funding Agent, Administrative Agent and Successor Servicer
------------------------------
DATED AS OF MAY 15, 2003
------------------------------
This AMENDMENT amends each of:
(i) the First Amended and Restated Receivables Transfer Agreement, dated as of
May 17, 2001 (as subsequently amended, the "Receivables Transfer
Agreement"), by and among RTR Funding LLC, as the Transferor (the
"Transferor"), iDine Rewards Network Inc., individually ("Rewards") and as
the servicer (in such capacity, the "Servicer"), Xxxxx Xxxxx Associates,
Ltd, as back-up servicer (in such capacity, the "Back-up Servicer"), Park
Avenue Receivables Corporation ("PARCO") and Fairway Finance Corp.
("Fairway") as initial purchasers (Fairway and PARCO collectively, the
"Initial Purchasers"), JPMorgan Chase Bank, successor by merger to The
Chase Manhattan Bank ("JPMorgan"), and Bank of Montreal ("BMO") as APA
Banks (JPMorgan and BMO in such capacity, the "APA Banks"), JPMorgan and
BMO Xxxxxxx Xxxxx Corp. ("BMONB"), as funding agents for the benefit of the
APA Banks (JPMorgan and BMONB in such capacity, the "Funding Agents") and
JPMorgan as successor servicer (in such capacity, the "Successor Servicer")
and as administrative agent (in such capacity, the "Administrative Agent"),
including Annex X thereto;
(ii) the First Amended and Restated Receivables Purchase Agreement, dated as of
May 17, 2001 (as subsequently amended, the "Receivables Purchase
Agreement"), by and among Rewards, iDine Restaurant Group Inc. ("iDine")
and Transmedia Service Company Inc. ("Service Company") as sellers
(Rewards, iDine and Service Company collectively in such capacity, the
"Sellers") and RTR Funding LLC as the purchaser (the "Purchaser"); and
(ii) the Amended and Restated Asset Purchase Agreement, dated as of May 17, 2001
(as subsequently amended, the "PARCO Asset Purchase Agreement"), by and
among PARCO, XX Xxxxxx, as Funding Agent and JPMorgan as an APA Bank.
WITNESSETH:
WHEREAS, the parties hereto wish to extend the PARCO Commitment Expiry
Date and Fairway Commitment Expiry Date to May 13, 2004 and to amend the
Receivables Transfer Agreement, the PARCO Asset Purchase Agreement and the
Receivables Purchase Agreement as set forth herein.
NOW, THEREFORE, the parties hereto hereby agree as follows:
ARTICLE I
DEFINITIONS
SECTION 1.1 Definitions. For all purposes of this Amendment, except as
otherwise expressly provided herein or unless the context otherwise requires,
capitalized terms used herein shall have the meanings assigned to such terms in
Annex X to the Receivables
Transfer Agreement, which is incorporated by reference herein. Each reference to
"hereof", "hereunder", "herein" and "hereby" and each other similar reference
and each reference to "this Agreement" and each other similar reference
contained in the Receivables Transfer Agreement, the Receivables Purchase
Agreement and the PARCO Asset Purchase Agreement, shall, from and after the
Amendment Effective Date (as defined herein), refer to the Receivables Transfer
Agreement, the Receivables Purchase Agreement and the PARCO Asset Purchase
Agreement, as applicable, as amended hereby.
ARTICLE II
AMENDMENT
TO RECEIVABLES TRANSFER AGREEMENT
AND ANNEX X ATTACHED THERETO
SECTION 2.1 Definition of "PARCO Commitment Expiry Date". The
definition of "PARCO Commitment Expiry Date" found in Annex X to the Receivables
Transfer Agreement is hereby deleted in its entirety and the following is
substituted in its stead:
"PARCO Commitment Expiry Date" shall mean the earliest to occur
of (i) the date on which all amounts due and owing to PARCO and the PARCO
APA Banks under the Receivables Transfer Agreement and the other
Transaction Documents have been indefeasibly paid in full (as certified by
the PARCO Funding Agent) and the PARCO APA Bank Commitments have been
reduced to zero pursuant to Section 2.5 of the PARCO Asset Purchase
Agreement and (ii) May 13, 2004 (as may be extended for an additional 364
days from time to time in writing by PARCO, the PARCO Funding Agent and the
PARCO APA Banks).
SECTION 2.2 Definition of "Fairway Commitment Expiry Date". The
definition of "Fairway Commitment Expiry Date" found in Annex X to the
Receivables Transfer Agreement is hereby deleted in its entirety and the
following is substituted in its stead:
"Fairway Commitment Expiry Date" shall mean the earliest to
occur of (i) the date on which all amounts due and owing to Fairway and the
Fairway APA Banks under the Receivables Transfer Agreement and the other
Transaction Documents have been indefeasibly paid in full (as certified by
the Fairway Funding Agent), (ii) a Termination Date (not including pursuant
to clause (iii) of the definition of Termination Date), and (iii) May 13,
2004 (as may be extended for an additional 364 days from time to time in
writing by Fairway, the Fairway Funding Agent and the Fairway APA Banks).
SECTION 2.3 Definition of "Fairway Eurodollar Rate". The definition of
"Fairway Eurodollar Rate" found in Annex X to the Receivables Transfer Agreement
is hereby amended by replacing the percentage 1.25% with 1.50%.
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SECTION 2.4 Definition of "PARCO Eurodollar Rate". The definition of
"PARCO Eurodollar Rate" found in Annex X to the Receivables Transfer Agreement
is hereby amended by replacing the percentage 1.25% with 1.50%.
SECTION 2.5 Annex III. Annex III of the Receivables Transfer Agreement
is hereby deleted in its entirety and replaced by the Annex III attached as
Exhibit A to this Amendment.
ARTICLE III
AMENDMENT TO ASSET PURCHASE AGREEMENT
SECTION 3.1 Definition of "Scheduled Commitment Termination Date". The
definition of "Scheduled Commitment Termination Date" found in the PARCO Asset
Purchase Agreement is hereby deleted in its entirety and the following is
substituted in its stead:
"Scheduled Commitment Termination Date" means May 13, 2004, as
such date may be extended for an additional 364 days from time to time in
writing by PARCO, the Funding Agent and the APA Banks.
SECTION 3.2 Annex 1 -- Commitments. Annex 1 of the PARCO Asset
Purchase Agreement is hereby amended by deleting the amount $40,800,000 and
replacing it with $51,000,000.
ARTICLE IV
AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT
SECTION 4.1 Term of Receivables Purchase Agreement. Clause (v) of
Section 8.1 of the Receivables Purchase Agreement is hereby amended by deleting
the date "May 15, 2003" and replacing it with the date "May 13, 2004".
ARTICLE V
MISCELLANEOUS
SECTION 5.1 Effectiveness This Amendment shall become effective on the
date (the "Amendment Effective Date") when (a) it shall have been executed by
the Transferor, Rewards, individually and as Servicer, the Sellers, the Back-up
Servicer, each of the Initial Purchasers, each of the APA Banks, the Funding
Agents, the Administrative Agent and the Successor Servicer; (b) Rewards shall
have paid to Winston & Xxxxxx, counsel to PARCO, the fees and expenses incurred
in connection with the preparation of this Amendment; and (c)
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Rewards shall have paid to each of Fairway and PARCO a renewal fee of $250,000
plus any out of pocket due diligence expenses incurred by Fairway and PARCO.
SECTION 5.2 Execution in Counterparts. 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.
SECTION 5.3 Headings. Headings used in this Amendment are for
convenience of reference only and shall not affect the construction of this
Amendment.
SECTION 5.4 Reaffirmation of Receivables Transfer Agreement,
Receivables Purchase Agreement and PARCO Asset Purchase Agreement. The parties
hereto agree and acknowledge that nothing contained in this Amendment in any
manner or respect limits or terminates any of the provisions of the Receivables
Transfer Agreement, the Receivables Purchase Agreement or the PARCO Asset
Purchase Agreement other than as expressly set forth herein and further agree
and acknowledge that the Receivables Transfer Agreement, Receivables Purchase
Agreement and the PARCO Asset Purchase Agreement each remain and continue in
full force and effect and are hereby ratified and reaffirmed in all respects. No
delay on the part of the Initial Purchasers, the APA Banks, the Administrative
Agent or the Funding Agents in exercising any of their respective rights,
remedies, powers and privileges under the Receivables Transfer Agreement,
Receivables Purchase Agreement or PARCO Asset Purchase Agreement or partial or
single exercise thereof, shall constitute a waiver thereof. None of the terms
and conditions of this Amendment may be changed, waived, modified or varied in
any manner, whatsoever, except in accordance with the Receivables Transfer
Agreement, the Receivables Purchase Agreement and the PARCO Asset Purchase
Agreement, as applicable.
SECTION 5.5 Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
[Balance of page intentionally left blank. Signature pages follow.]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed and delivered by their proper and duly authorized officers as of the
first date set forth above.
RTR FUNDING LLC, as Purchaser and
Transferor
By_______________________________________
Printed Name: _________________________
Title: ________________________________
iDINE REWARDS NETWORK INC.,
individually, as a Seller and as Servicer
By:______________________________________
Printed Name:_________________________
Title:________________________________
iDINE RESTAURANT GROUP INC.,
as a Seller
By:______________________________________
Printed Name:_________________________
Title:________________________________
TRANSMEDIA SERVICE COMPANY
INC., as a Seller
By:______________________________________
Printed Name:_________________________
Title:________________________________
XXXXX XXXXX ASSOCIATES, LTD.,
as Back-up Servicer
By:______________________________________
Printed Name:_________________________
Title:________________________________
S - 1
JPMORGAN CHASE BANK,
as an APA Bank
By:______________________________________
Printed Name:_________________________
Title:________________________________
JPMORGAN CHASE BANK,
as Funding Agent
By:______________________________________
Printed Name:_________________________
Title:________________________________
JPMORGAN CHASE BANK,
as Administrative Agent
By:______________________________________
Printed Name:_________________________
Title:________________________________
JPMORGAN CHASE BANK,
as Successor Servicer
By:______________________________________
Printed Name:_________________________
Title:________________________________
PARK AVENUE RECEIVABLES CORPORATION
By:______________________________________
Printed Name:_________________________
Title:________________________________
S - 2
BANK OF MONTREAL,
as an APA Bank
By:______________________________________
Printed Name:_________________________
Title:________________________________
BMO XXXXXXX XXXXX CORP., as
Funding Agent
By:______________________________________
Printed Name:_________________________
Title:________________________________
By:______________________________________
Printed Name:_________________________
Title:________________________________
FAIRWAY FINANCE CORPORATION
By:______________________________________
Printed Name:_________________________
Title:________________________________
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EXHIBIT A
SCHEDULE III
LIST OF INITIAL PURCHASERS, APA BANK PURCHASERS, FUNDING AGENTS,
FACILITY LIMIT, PURCHASE LIMITS AND COMMITMENTS
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APA Bank Purchase
Initial Purchaser Purchaser Funding Agent Limit Commitment
----------------------------------------------------------------------------------------------------
Park Avenue Receivables JPMorgan Chase JPMorgan Chase $50,000,000 $50,000,000
Corporation Bank Bank JPMorgan's
Commitment
----------------------------------------------------------------------------------------------------
Fairway Finance Bank of Montreal BMO Xxxxxxx Xxxxx $50,000,000 $50,000,000
Corporation Corp. Bank of
Montreal's
Commitment
----------------------------------------------------------------------------------------------------
Facility Limit = $100,000,000
S - 4
