EXHIBIT 10.35
Doc#:DS3:462652.5 23-116
Doc#:DS3:462652.5 23-116
AMENDMENT NO. 3 TO SFC
AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT
Amendment, dated as of February 24, 1997 (this
"Amendment") to the Amended and Restated Receivables Sale
Agreement, dated as of November 16, 1994, as amended (the
"Receivables Sale Agreement"), by and 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").
W I T N E S S E T H :
WHEREAS, the parties hereto wish to amend the
Receivables Sale Agreement in the manner provided for in
this Amendment;
NOW, THEREFORE, the parties hereto hereby agree as
follows:
1. Defined Terms. Capitalized terms used herein
shall have the meanings ascribed to them in the Receivables
Sale Agreement.
2. Amendment of the Receivables Sale Agreement.
Article IX of the Receivables Sale Agreement is hereby
amended by adding the following phrase to Section 9.14(b)(i)
after the phrase "(i) each of":
TBP, Inc. (formerly, The Bagel Place, Inc.),
3. Termination of Certain Sellers. The Company,
pursuant to Section 9.14(b) and Amendment No. 3 to SFC
Master Trust Pooling Agreement ("Amendment No. 3"), hereby
terminates as of the 1997 Seller Termination Date and
simultaneously with the payment of the Purchase Price (as
both terms are defined in Amendment No. 3) to the Trustee,
all obligations of Gai's Seattle French Baking Company, a
Washington corporation, Xxxxxxxxxx Baking Co. of Seattle,
Inc., a Washington corporation, and TBP, Inc., a California
corporation (together, the "1997 Terminated Sellers"), under
the Receivables 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 1997 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 1997-1.
5. Continuing Effect of the Receivables Sale
Agreement. Except as expressly amended, modified and
supplemented hereby, the provisions of the Receivables 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
Name: Xxxxx X. Xxxxxx
Title: Vice President & Treasurer
SPECIALTY FOODS CORPORATION, as Master
Servicer
By: /s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Vice President & Treasurer
GAI'S SEATTLE FRENCH BAKING COMPANY
By: /s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Vice President & Treasurer
XXXXXXXXXX BAKING CO. OF SEATTLE, INC.
By: /s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Vice President & Treasurer
TBP, INC.
By: /s/ Xxxxx X. Xxxxxx
Name: 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 February ___,
1997 (the "Amendment"), to the Amended and Restated
Receivables Sale Agreement, dated as of November 16, 1994,
as amended (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 or have duly waived adequate notice pursuant to
Section 10.1 of the Pooling Agreement, dated as of November
16, 1994, as amended, among the Company, the Master
Servicer, and The Chase Manhattan Bank (formerly known as
Chemical Bank), as trustee.
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: February ____, 1997
