EXHIBIT 10.43
AMENDMENT NO. 2 TO SFC
AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT
Amendment, dated as of December 27 1996 (this
"Amendment") to the Amended and Restated Receivables Sale
Agreement, dated as of November 16, 1994, among Specialty
Foods Finance Corporation, a Delaware corporation (the
"Company"), Specialty Foods Corporation, a Delaware
corporation (the "Master Servicer") and its wholly owned
subsidiaries named therein (the "Sellers") (the "Sale
Agreement").
W I T N E S S E T H :
WHEREAS, the parties hereto wish to amend the Sale
Agreement in the manner provided for in this Amendment;
NOW, THEREFORE, the parties hereto hereby agree as
follows:
1. Defined Terms. Unless otherwise defined
herein, terms defined in the Sale, Pooling and Servicing
Agreements shall have their defined meanings when used
herein, as the context requires.
2. Amendment of the Receivables Sale Agreement.
Article IX of the Sale Agreement is hereby amended by
adding the following phrase to Section 9.14(b)(i) after the
phrase "(i) each of":
"Xxxxx & Xxxxxx, Inc., B&G Foods, Inc., Xxxxx and
Xxxxxxxxxxxx, Inc., Roseland Manufacturing, Inc.,"
3. Termination of Certain Sellers. The Company,
pursuant to Section 9.14(b) and Amendment No. 2 to SFC
Master Trust Pooling and Servicing Agreements, hereby
terminates as of the 1996 Seller Termination Date and
simultaneously with the payment of the Purchase Price to
the Trustee, all obligations of Xxxxx & Xxxxxx, Inc., a
Delaware corporation, B&G Foods, Inc., a Delaware
corporation, Roseland Manufacturing, Inc., a Delaware
corporation, and Xxxxx and Xxxxxxxxxxxx, Inc., a Delaware
corporation (together, the "1996 Terminated Sellers"),
under the Sale Agreement.
4. Conditions to Effectiveness. This Amendment
shall become effective upon receipt by the Trustee of:
(a) a counterpart hereof, duly executed and
delivered by each of the Company, the Master Servicer
and the 1996 Terminated Sellers; and
(b) a consent to this Amendment, in the form of
Annex A, from Capital Markets Assurance Corporation, as
the Enhancement Provider for each of the Term
Certificates, Series 1994-1, and the VFC Certificates,
Series 1996-1.
5. Continuing Effect of the Sale Agreement.
Except as expressly amended, modified and supplemented
hereby, the provisions of the Sale Agreement are and shall
remain in full force and effect.
6. GOVERNING LAW. THIS AMENDMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH
SUCH LAW.
7. Counterparts. This Amendment may be executed
in two or more counterparts (and by different parties on
separate counterparts), each of which shall be an original,
but all of which together shall constitute one and the same
instrument.
IN WITNESS WHEREOF, the parties have caused this
Amendment to be duly executed by their respective officers
as of the day and year first above written.
SPECIALTY FOODS FINANCE CORPORATION
By: /s/ Xxxxx X. Xxxxxx
Title: Vice President & Treasurer
SPECIALTY FOODS CORPORATION, as Master
Servicer and on behalf of the 1996
Terminated Sellers
By: /s/ Xxxxx X. Xxxxxx
Title: Vice President & Treasurer
BURNS, RICKER, INC.
By: /s/ Xxxxx X. Xxxxxx
Title: Vice President & Treasurer
B & G FOODS, INC.
By: /s/ Xxxxx X. Xxxxxx
Title: Vice President & Treasurer
XXXXX & XXXXXXXXXXXX, INC.
By: /s/ Xxxxx X. Xxxxxx
Title: Vice President & Treasurer
ROSELAND MANUFACTURING, INC.
By: /s/ Xxxxx X. Xxxxxx
Title: Vice President & Treasurer
Annex A
[FORM OF CONSENT]
The Chase Manhattan Bank,
as Trustee
000 Xxxx 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Structured Finance Services (ABS)
Dear Sirs:
We refer to the Amendment, dated as of December ___,
1996 (the "Amendment"), to the Amended and Restated Receivables
Sales Agreement, dated as of November 16, 1994 (the
"Receivables Sale Agreement") among Specialty Foods Finance
corporation, a Delaware corporation (the "Company"), Specialty
Foods Corporation, a Delaware corporation, as master servicer
(the "Master Servicer"), and each of the subsidiaries of the
Master Servicer from time to time party thereto. We hereby
certify that we have been given adequate notice pursuant to
Section 10.1 of the Pooling Agreement.
We hereby consent to the execution and delivery of the
Amendment (substantially in the form previously distributed to
us) by the Company, the Master Servicer and the Sellers on our
behalf.
Sincerely,
CAPITAL MARKETS ASSURANCE CORPORATION
By:
Name:
Title:
Dated: December ____, 1996
