AMENDMENT NO. 7 TO RECEIVABLES PURCHASE AGREEMENT
AMENDMENT
NO. 7 TO RECEIVABLES PURCHASE AGREEMENT
THIS
AMENDMENT NO. 7 TO RECEIVABLES PURCHASE AGREEMENT, dated as of
October 18, 2007 (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. Amendment. 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 December 14, 2007.
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).
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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.
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RALCORP
HOLDINGS, INC., AS
MASTER
SERVICER
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By:
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Name:
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Title:
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RALCORP
RECEIVABLES CORPORATION
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By:
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Name:
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Title:
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3
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JPMORGAN
CHASE BANK, N.A., INDIVIDUALLY
AND AS AGENT
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By
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Title:
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FALCON
ASSET SECURITIZATION COMPANY LLC
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BY:
JPMORGAN
CHASE
BANK,
N.A., ITS
ATTORNEY-IN-FACT
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By
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Title:
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