THIRD AMENDMENT TO RECEIVABLES TRANSFER AGREEMENT

Exhibit 10.1

EXECUTION COPY

THIRD AMENDMENT TO RECEIVABLES TRANSFER AGREEMENT

THIS THIRD AMENDMENT TO RECEIVABLES TRANSFER AGREEMENT (this “Amendment”) is entered into as of April 23, 2013 by and among BUNGE SECURITIZATION B.V., a private limited liability company organized under the laws of the Netherlands (the “Seller”), XXXXX FINANCE B.V., a private limited liability company organized under the laws of the Netherlands, as Master Servicer (the “Master Servicer”), XXXXX LIMITED, a company formed under the laws of Bermuda, as Performance Undertaking Provider (the “Performance Undertaking Provider”), Coöperatieve Centrale Raiffeisen Boerenleenbank B.A., as administrative agent (in such capacity, the “Administrative Agent”) and each of the Purchaser Agents party hereto with respect to that certain Receivables Transfer Agreement, dated as of June 1, 2011, by and between the Seller, the Master Servicer, the Performance Undertaking Provider, Coöperatieve Centrale Raiffeisen Boerenleenbank B.A., as administrative agent and the Conduit Purchasers, Committed Purchasers and Purchaser Agents party thereto (as amended from time to time, the “Agreement”).  Capitalized terms used and not otherwise defined herein shall have the meanings attributed thereto, or incorporated by reference, in the Agreement.

PRELIMINARY STATEMENTS

WHEREAS, the German Originator would now like to sell Receivables of certain (direct or indirect) Subsidiaries of Lidl Stiftung & Co. KG (“Lidl Obligors”) under the German RPA.  In order to do so, the Seller, the Master Servicer and the Performance Undertaking Provider would like the Administrative Agent and the Purchaser Agents to consent, and subject to the terms hereof the Administrative Agent and the Purchaser Agents are willing to consent, to certain amendments to the Agreement;

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

1. Amendments; Limitations.

1.1. Amendments

At the request of the Seller, the Master Servicer and the Performance Undertaking Provider, the Administrative Agent and the Purchaser Agents hereby consent to and agree that:

(a) the list of Excluded Obligors in Schedule 9 (Excluded Obligors) to the Agreement with respect to the German Originator shall be amended by replacing the non-excluded customers currently listed on such Schedule 9 with the non-excluded customers listed in Schedule 1 (Non-Excluded Obligors) to this Amendment;

(b) the following parenthetical shall be added at the end of sub-paragraph (d) of the definition of “Eligible Receivable”:

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Third Amendment to Receivables Transfer Agreement

“(or, solely with respect to those entities listed in Schedule 2 (Approved Obligors with non-standard payment terms) to the third amendment to this Agreement dated April 23, 2013 and made between the Seller, the Master Servicer, the Performance Undertaking Provider, the Administrative Agent and the Purchaser Agents party thereto, within 86 days from the original billing date therefor);”;

(c) sub-paragraph (d) of the definition of “Concentration Amount” shall be deleted in its entirety and replaced with the following:

“(d) the aggregate amount by which the Outstanding Balance of all the Portfolio Receivables that qualify as Eligible Receivables and have original payment terms greater than 30 days exceeds 20% of the Outstanding Balance of all the Portfolio Receivables that qualify as Eligible Receivables at such time;”;

(d) The following sub-paragraph (j) shall be added to the definition of “Concentration Amount”:

“(j) the aggregate amount by which the aggregate Outstanding Balance of all the Portfolio Receivables that qualify as Eligible Receivables owing by all (direct or indirect) Subsidiaries of Lidl Stiftung & Co. KG exceeds 2% of the Outstanding Balance of all the Portfolio Receivables that qualify as Eligible Receivables at such time.”; and

(e) Schedule 1 (Non-Excluded Obligors) and Schedule 2 (Approved Obligors with non-standard payment terms) to this Amendment may be amended from time to time by the addition or removal of any Lidl Obligor at any date in the future by a notice in the form attached hereto as Schedule 3 (Form of notice for addition or removal of Lidl Obligors), signed by the Seller, the Master Servicer and the Performance Undertaking Provider, and counter-signed by the Administrative Agent and each of the Purchaser Agents.

1.2. General Limitations.  Notwithstanding anything to the contrary herein or in the Transaction Documents, by executing this Amendment, none of the Purchaser Agents is now consenting to, nor has any Purchaser Agent agreed to consent in the future to, any additional exceptions to the definitions of “Eligible Receivable” or “Excluded Obligor” or any other provisions of any Transaction Document other than as expressly set forth in Section 1.1 above.

1.3. No Waiver of Indemnification, Etc.  Without limiting the generality of the foregoing and for the avoidance of doubt, no Purchaser Agent is hereby waiving or releasing, nor have any of them agreed to waive or release in the future, any right or claim to indemnification or reimbursement by, or damages from any of the Seller, the Master Servicer or the Performance Undertaking Provider under any Transaction Document, including without limitation, for any liability, obligation, loss, damage, penalty, judgment, settlement, cost, expense or disbursement resulting or arising directly or indirectly from consents set forth in Section 1.1 above.

1.4. Acknowledgement.  The German Originator, in its capacities as Seller under the German RPA and as a Sub-Servicer under the Servicing Agreement hereby consents to and acknowledges the amendments to the Agreement outlined in Section 1.1 above.

2. Representations and Warranties.  Each of the Seller, the Master Servicer and the Performance Undertaking Provider represents and warrants to the other parties hereto that, after giving effect to this Amendment, each of its representations and warranties set forth in the Agreement, as such representations and warranties apply to such Person, is true and correct in all

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material respects on and as of the date hereof as though made on and as of such date except for representations and warranties stated to refer to a specific earlier date, in which case such representations and warranties are true and correct as of such earlier date.

3. Condition Precedent.  This Amendment shall become effective as of the date first above written upon receipt by the Administrative Agent of counterparts of this Amendment duly executed by each of the parties hereto.

4. Miscellaneous.

4.1. Except as expressly amended hereby, the Agreement shall remain unaltered and in full force and effect, and each of the parties thereto hereby ratifies and confirms each of the Transaction Documents to which it is a party.

4.2. GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.

4.3. CONSENT TO JURISDICTION.

(a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the non-exclusive jurisdiction of the Supreme Court of the State of New York sitting in the Borough of Manhattan and of the United States District Court for the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Amendment.  Each party hereto hereby irrevocably waives, to the fullest extent that it may legally do so, the defense of an inconvenient forum to the maintenance of such action or proceeding.  Each party hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

(b) Each of the parties hereto consents to the service of any and all process in any such action or proceeding by the mailing of copies of such process to it at its address specified in the Agreement.  Nothing in this Section 4.3 shall affect the right of any party to serve legal process in any manner permitted by law.

4.4. CONSENT OF JURY TRIAL.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES HERETO WAIVES ITS RIGHT TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AMENDMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY OF THE PARTIES AGAINST ANY OTHER PARTY OR PARTIES, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS OR OTHERWISE.  EACH OF THE PARTIES HERETO AGREES THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY.  WITHOUT LIMITING THE FOREGOING, EACH OF THE PARTIES HERETO FURTHER AGREES THAT ITS RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AMENDMENT OR ANY PROVISION

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HEREOF.  THIS CONSENT SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AMENDMENT.

4.5. This Amendment may be executed in any number of counterparts and by the different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same Amendment.

4.6. To the fullest extent permitted by applicable law, delivery of an executed counterpart hereof via facsimile or via electronic mail of a .pdf copy hereof shall have the same force and effect as delivery of an executed original hereof.

<Signature pages follow>

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SCHEDULE 1

NON-EXCLUDED OBLIGORS

Customer number		Company name
76003697		Lidl Italia S.R.L.
76003698		Lidl Supermercados, S.A.
76003699		Lidl Dienstleistung GmbH & Co. KG
76003700		Lidl Dienstleistung GmbH & Co. KG
76003701		Lidl & Cia
76003702		Lidl Hellas & Sia O.E.
76003703		Lidl Schweiz Dl GmbH
00000000		Xxxx Xxxxxx X.X.X.
00000000		Xxxx Xxxxxx S.N.C.
76003710		Kaufland Warenhandel GmbH & Co. KG 2757811
76003711		Kaufland Warenhandel GmbH & Co. KG 2757811
76003712		Kaufland Warenhandel GmbH & Co. KG 111944
76003965		Xxxx & Xxxxxx XxxX & Xx.
00000000		Xxxx Xxxxxxxxxxxxx eG Zentrale 090061
76004317		Lidl Cyprus
76003825		MGE-Bereich Kaufhof
76003826		MDL Metro Group Logistics Warehousing GmbH & Co. KG
76003803		Rewe für Sie Eigengeschäft
76003804		Xxxxx Warenhandelsgesellschaft mbH & Co. KG
76003805		Xxxxx XX-Partner Grosshandel GmbH & Co. KG

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76003806		Xxxx GV-Partner Grosshandel GmbH & Co. KG
76003807		Xxxxx Märkte GmbH & Co. KG
76003808		Xxxx-Xxxxx XX-Partner Grosshandel GmbH & Co. KG
76003809		Xxxxxx XX-Partner Grosshandel GmbH & Co. KG
76003811		Xxxxxxx - Xxxxxxxx Handelsges. mbH & Co. KG
76003812		Service Bund GmbH & Co. KG
76003813		BBB & R Handels GmbH
76003818		Tegut, Xxxx Xxxxxxxxx Stiftung & Co.
76003823		Metro MGE Xxxxxxx XxxX & Xx. XX
00000000		XXX-Xxxxxxx Xxxxx C&C
76003831		Lupus Handelsgesellschaft mbH
76003832		Georg Xxxxx Xxxx
76003833		Rewe Zentral AG
76003834		Rewe Zentral AG Niederlassung West Gesamt
76003836		Kaufland Warenhandel GmbH + Co. KG
76003837		Kaufland Warenhandel GmbH & Co. KG
76003838		Kaufland Warenhandel GmbH & Co. KG
76003840		Ratio Handel GmbH & Co. KG
76003841		Xxxxxx-S Tengelmann AG
76003844		Aldi Einkauf GmbH & Co. OHG Nord
76003845		Aldi Xxxxxxx XxxX & Xx. XXX Xxx
00000000		Xxxx Xxxxxxx AG
76003847		Rewe KGaA Niederlassung Rosbach
76003848		Toom-Markt Zn. Der Rewe Gross- Flächengesellschaft mbH

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76003850		Xxxxxxx Handel und Xxxxxxxxxxxx XxxX & Xx. XX
00000000		Xxxx Xxxxxxxx AG Bereich Handelsmarken
76003855		Rewe Grossverbraucher Service Ndl. der Rewe Zentral AG
76003857		Lidl Dienstleistung GmbH & Co. KG
76003858		Lidl Dienstleistung GmbH & Co. KG
76003859		Kaufland Warenhandel GmbH & Co. KG
76003860		Xxxxxx-S Tengelmann AG Handelsmarken-Bereich
76003863		MDL Metro Group Logistics Warehousing GmbH & Co. KG
76003865		Wasgau Produktion & Handels AG
76003871		Coop eG
76003873		K+K Klaas & Kock B.V. & Co. KG
76003874		Xxxxxx’x Tengelmann GmbH
76003875		Xxxxxx’x Tengelmann GmbH Handelsmarken-Bereich
76003852		Lidl Dienstleistung GmbH & Co. KG
76005225		Lidl Dienstleistung GmbH & Co. KG
76003924		Rewe Zentralfinanz GmbH Zentrale 090031
76003926		Markant Handels & Service GmbH Inkasso 090036
76003927		Markant Handels & Service GmbH Inkasso 090037
76003928		Markant Handels & Service GmbH Inkasso 090038
76003929		Markant Handels & Service GmbH Inkasso 090039
76003930		Rewe Zentralfinanz GmbH Zentrale 090060
76003931		Rewe Zentralfinanz GmbH Zentrale 090062
76003932		Rewe Zentralfinanz GmbH Zentrale 090063
76003933		Aldi GmbH & Co. KG Nord

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76003934		Xxxxx Xxxx GmbH & Co. KG Zentrale 090071
76003935		Metro MGR Gruppen Rechnungsabwicklung GmbH 090079
76003936		Metro MGR Gruppen Rechnungsabwicklung GmbH 090080
76003937		Metro MGR Gruppen Rechnungsabwicklung GmbH 090081
76003938		Metro MGR Gruppen Rechnungsabwicklung GmbH 090082
76003939		Metro MGR Gruppen Rechnungsabwicklung GmbH 090084
76003940		Metro MGR Gruppen Rechnungsabwicklung GmbH 090085
76003941		Rewe Zentralfinanz GmbH Zentrale 090092
76003944		Netto GmbH & Co. OHG Zentrale 090097
76003945		Zentrale Handelsges. ZHG Zentrale 090098
76000897		REWE DORTMUND GROSSHANDEL EG
76005005		Kaufland Xxxxxxxxxxx XxxX & Xx. XX
00000000		Xxxx Xxxxxxxx Eood & KO. KD
76006281		ALDI XXXXXXX XxxX & Xx. XXX XXXX
00000000		Xxxx Xxxxxxx GmbH
76012004		Lidl Magyarorszag
76011972		Lidl D.O.O.K.D.
76012074		Markant Oesterreich GmbH

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SCHEDULE 2

APPROVED OBLIGORS WITH NON-STANDARD PAYMENT TERMS

Customer number		Company name
76003697		Lidl Italia S.R.L.
76003698		Lidl Supermercados, S.A.
76003699		Lidl Dienstleistung GmbH & Co. KG
76003700		Lidl Dienstleistung GmbH & Co. KG
76003701		Lidl & Cia
76003702		Lidl Hellas & Sia O.E.
76003703		Lidl Schweiz Dl GmbH
00000000		Xxxx Xxxxxx X.X.X.
00000000		Xxxx Xxxxxx S.N.C.
76003852		Lidl Dienstleistung GmbH & Co. KG
76003857		Lidl Dienstleistung GmbH & Co. KG
76003858		Lidl Xxxxxxxxxxxxxx XxxX & Xx. XX
00000000		Xxxx Xxxxxxxx Eood & KO. KD
76004317		Lidl Cyprus
76005225		Lidl Xxxxxxxxxxxxxx XxxX & Xx. XX
00000000		Xxxx Xxxxxxx GmbH

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SCHEDULE 3

FORM OF NOTICE FOR ADDITION OR REMOVAL OF LIDL OBLIGORS

Bunge Securitization X.X.
X.X. Xxx 0000
0000 XX Xxxxx
Xxx Xxxxxxxxxxx

Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A.
Xxxxxxxxxx 00
0000 XX Xxxxxxx
Xxx Xxxxxxxxxxx

Crédit Agricole Corporate & Investment Bank
0 xxxx xx Xxxxxxxxx Xxxx Xxxxxx
00000 Xxxxx La Défense Cedex
France

HSBC Bank plc
0 Xxxxxx Xxxxxx
Xxxxxx X00 0XX

BNP Paribas, London Branch
00 Xxxxxxxx Xxxxxx
Xxxxxx XX0 0XX

[Date]

Dear [·]

Notice of Amendment: Schedules 1 (Non-Excluded Obligors) and 2 (Approved Obligors with non-standard payment terms) to the third amendment to Receivables Transfer Agreement

1. We refer to the third amendment, entered into as of April 23, 2013 by and among Xxxxx Securitization B.V., (the “Seller”), Xxxxx Finance B.V., (the “Master Servicer”), Xxxxx Limited (the “Performance Undertaking Provider”), Coöperatieve Centrale Raiffeisen Boerenleenbank B.A., as administrative agent and a purchaser agent (the “Administrative Agent” and a “Purchaser Agent” respectively) and Crédit Agricole Corporate & Investment Bank,  BNP Paribas, London Branch and HSBC Bank plc (each, a “Purchaser Agent”) with respect to that certain receivables transfer agreement, dated as of June 1, 2011, by and between, amongst others, the Seller, the Master Servicer, the

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Performance Undertaking Provider, the Administrative Agent and the Purchaser Agents (as amended from time to time, the “Third Amendment”).  Capitalized terms used and not otherwise defined herein shall have the meanings attributed thereto, or incorporated by reference, in the Third Amendment.

2. By this notice (this “Notice”), the Seller, the Master Servicer and the Performance Undertaking Provider request your consent to the following amendments to Schedule 1 (Non-Excluded Obligors) and Schedule 2 (Approved Obligors with non-standard payment terms) to the Third Amendment:

a. that the non-excluded obligors currently listed in Schedule 1 (Non-Excluded Obligors) (including any amendment to that list effected by any previous notice (substantially in the form of this Notice) signed by all the parties hereto) to the Third Amendment be replaced with the non-excluded customers listed in Annex 1 (Revised List of Non-Excluded Obligors) to this Notice; and

b. that the entities currently listed in Schedule 2 (Approved Obligors with non-standard payment terms) (including any amendment to that list effected by any previous notice (substantially in the form of this Notice) signed by all the parties hereto) be replaced with the entities listed in Annex 2 (Revised List of Obligors with non-standard payment terms) to this Notice.

3. The German Originator, in its capacities as Seller under the German RPA and as a Sub-Servicer under the Servicing Agreement hereby consents to and acknowledges the amendments to the Third Amendment outlined in paragraph 2 of this Notice.

4. By acknowledging and agreeing to this Notice by countersigning in the space provided below, the Administrative Agent and each Purchaser Agent consents to and acknowledges the amendments to the Third Amendment outlined in paragraph 2 of this Notice.

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5. The amendments to the Third Amendment outlined in paragraph 2 of this Notice shall take effect when the Administrative Agent confirms to the Seller that it has received all the signature pages of this Notice countersigned by each Purchaser Agent.  In all other respects, the provisions contained in the Third Amendment shall remain unchanged and in full force and effect.

Yours sincerely,

XXXXX SECURITIZATION B.V.

By:

Name:

Title:

By:

Name:

Title:

XXXXX FINANCE B.V.

By:

Name:

Title:

By:

Name:

Title:

XXXXX LIMITED

By:

Name:

Title:

By:

Name:

Title:

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	CONSENTED TO AND ACKNOWLEDGED:
	XXXXXX XXX LEBENSMITTELWERKE GMBH, as German Originator and a Sub-Servicer
	By:
		Name:
		Title:
	By:
		Name:
		Title:
	CONSENTED TO AND AGREED:
	COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., as Administrative Agent and Purchaser Agent
	By:
		Name:	Xxxxxx xxx Xxxxxx
		Title:	Director
	CREDIT AGRICOLE CORPORATE & INVESTMENT BANK, as Purchaser Agent
	By:
		Name:
		Title:
	By:
		Name:
		Title:

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HSBC BANK PLC, as Purchaser Agent

By:

Name:

Title:

BNP PARIBAS, LONDON BRANCH, as Purchaser Agent

By:

Name:

Title:

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ANNEX 1

REVISED LIST OF NON-EXCLUDED OBLIGORS

[TO BE PROVIDED]

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ANNEX 2

REVISED LIST OF APPROVED OBLIGORS WITH NON-STANDARD PAYMENT TERMS

[TO BE PROVIDED]

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IN WITNESS WHEREOF, the parties have executed this Amendment as of the day and year first above written.

	BUNGE SECURITIZATION B.V.
	By:	/s/ L.F.S. Bagchus
		Name: L.F.S. Bagchus
		Title:   Proxy holder
	By:	/s/ B.M. van Beneden
		Name: B.M. van Beneden
		Title:   Proxy holder
	BUNGE FINANCE B.V.
	By:	/s/ X.X. Xxxxx
		Name: X.X. Xxxxx
		Title:   Director
	By:	/s/ X.X. xx Xxxxx
		Name: X.X. xx Xxxxx
		Title:   Director
	XXXXX LIMITED
	By:	/s/ Xxxxx Xxxxx
		Name: Xxxxx Xxxxx
		Title:   Assistant General Counsel and Assistant Secretary
	By:	/s/ Xxxxxxxxx Xxxxxxxxxx
		Name: Xxxxxxxxx Xxxxxxxxxx
		Title:   Treasurer

[Signature to Third Amendment to Receivables Transfer Agreement]

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	CONSENTED TO AND AGREED:
	COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., as Administrative Agent and Purchaser Agent
	By:	/s/ Marco Roddenhof
		Name: Marco Roddenhof
		Title: Managing Director
	By:	/s/ Xxxxx Xxxxx
		Name: Xxxxx Xxxxx
		Title: Managing Director
	CREDIT AGRICOLE CORPORATE & INVESTMENT BANK, as Purchaser Agent
	By:	/s/ X. Xxxxxx
		Name: X. Xxxxxx
		Title:   Executive Director
	By:	/s/ X. Xxxxx
		Name: Xxxxxxxx Xxxxx
		Title:   Executive Director
	HSBC BANK PLC, as Purchaser Agent
	By:	/s/ Xxxxx Xxxxxx
		Name: Xxxxx Xxxxxx
		Title:   Managing Director
	BNP PARIBAS, LONDON BRANCH, as Purchaser Agent
	By:	/s/ Baptiste Ranjard
		Name: Baptiste Ranjard
		Title:   Attorney

[Signature to Third Amendment to Receivables Transfer Agreement]

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		Third Amendment to Receivables Transfer Agreement
	CONSENTED TO AND ACKNOWLEDGED:
	XXXXXX XXX LEBENSMITTELWERKE GMBH, as German Originator and a Sub-Servicer
	By:	/s/ Xxxxxxx Xxxxxxxxxx
		Name: Xxxxxxx Xxxxxxxxxx
		Title:   Managing Director
	By:	/s/ Xxxxxx Hussweiler
		Name: Xxxxxx Hussweiler
		Title:   Managing Director

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