AMENDMENT NO. 2 TO RECEIVABLES PURCHASE AGREEMENT
EXHIBIT 10.04
AMENDMENT NO. 2 TO
RECEIVABLES PURCHASE AGREEMENT
This Amendment No. 2 to Receivables Purchase Agreement (this “Amendment”) is entered into as of June 17, 2004, among Comdata Funding Corporation, a Delaware corporation (“Seller”), Comdata Network, Inc., a Maryland corporation (the “Servicer”) (the Servicer together with Seller, the “Seller Parties” and each a “Seller Party”), each Financial Institution party hereto (the “Financial Institutions”), Jupiter Securitization Corporation (“Jupiter”) and Bank One, NA (Main Office Chicago), as agent for the Purchasers (the “Agent”).
Each of the parties hereto entered into that certain Receivables Purchase Agreement, dated as of June 24, 2002, as amended by the Amendment No. 1 thereto, dated as of June 20, 2003 (such agreement, as so amended, the “Purchase Agreement”).
Each Seller Party has requested that the Agent and Jupiter amend the Purchase Agreement, as more fully described herein.
Subject to the terms and conditions hereof, each of the parties hereto now desires to amend the Purchase Agreement as particularly described herein.
Section 1. Definitions Used Herein. Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth for such terms in the Purchase Agreement.
Section 2. Amendment. Subject to the terms and conditions set forth herein, Exhibit I to the Purchase Agreement is hereby amended by amending and restating, in its entirety, the definition of “Liquidity Termination Date” to read as follows:
AMENDMENT NO. 2 TO
RECEIVABLES PURCHASE AGREEMENT
“Liquidity Termination Date” means June 16, 2005.
Section 3. Conditions to Effectiveness of this Amendment. This Amendment shall become effective as of the date hereof, upon the satisfaction of the conditions precedent that:
Section 4. Miscellaneous.
(a) Effect; Ratification. The amendment set forth herein is effective solely for the purposes set forth herein and shall be limited precisely as written, and shall not be deemed to (i) be a consent to any amendment, waiver or modification of any other term or condition of the Purchase Agreement or of any other instrument or agreement referred to therein or (ii) prejudice any right or remedy which any Purchaser or the Agent may now have or may have in the future under or in connection with the Purchase Agreement as amended hereby or any other instrument or agreement referred to therein. Each reference in the Purchase Agreement to “this Agreement,” “herein,” “hereof” and words of like import and each reference in the other Transaction Documents to the Purchase Agreement or to the “Receivables Purchase Agreement” or to the “Purchase Agreement” shall mean the Purchase Agreement as amended hereby. This Amendment shall be construed in connection with and as part of the Purchase Agreement and all terms, conditions, representations, warranties, covenants and agreements set forth in the Purchase Agreement
AMENDMENT NO. 2 TO
RECEIVABLES PURCHASE AGREEMENT
and each other instrument or agreement referred to therein, except as herein amended, are hereby ratified and confirmed and shall remain in full force and effect.
(f) GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS.
(Signature Page Follows)
AMENDMENT NO. 2 TO
RECEIVABLES PURCHASE AGREEMENT
3
COMDATA FUNDING CORPORATION, as Seller |
||
By: /s/ Xxxxx X. Xxxxxx | ||
Name: Xxxxx X. Xxxxxx Title: Vice President |
||
COMDATA NETWORK, INC., as Servicer | ||
By: /s/ Xxxx X. Xxxx | ||
Name: Xxxx X. Xxxx Title: President |
||
JUPITER SECURITIZATION CORPORATION | ||
By: /s/ Xxxxxx X. Xxxxxx | ||
Name: Xxxxxx X. Xxxxxx | ||
Title: Authorized Signer | ||
BANK ONE, NA (MAIN OFFICE CHICAGO), as a Financial Institution and as Agent |
||
By: /s/ Xxxxxx X. Xxxxxx | ||
Name: Xxxxxx X. Xxxxxx | ||
Title: Director, Capital Markets |
AMENDMENT NO. 2 TO
RECEIVABLES PURCHASE AGREEMENT