EXHIBIT 10.33
Doc#:DS3:499372.1 31-073
Doc#:DS3:499372.1 31-073
AMENDMENT NO. 1 TO
AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT
Amendment, dated as of December 16, 1996 (this
"Amendment") to the Amended and Restated Receivables Sale
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 (each a "Seller").
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. Unless otherwise defined herein,
terms defined in the Receivables Sale Agreement shall have their
defined meanings when used herein, as the context requires.
2. Amendment of the Receivables Sale Agreement. The
Receivables Sale Agreement is hereby amended as follows: Article
VII of the Receivables Sale Agreement is hereby amended by adding
the following paragraph after Section 7(e):
"(f) a Responsible Officer of any Seller receives
notice or becomes aware that a notice of Lien has been filed
by the PBGC against such Seller, the Company or the Trust
under Section 412(n) of the Internal Revenue Code or Section
302(f) of ERISA for a failure to make a required installment
or other payment to a plan to which Section 412(n) of the
Internal Revenue Code or Section 302(f) of ERISA applies;
or".
3. 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 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.
4. 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.
5. 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.
6. 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/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President & Treasurer
SPECIALTY FOODS CORPORATION, as Master
Servicer
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President & Treasurer
▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇▇▇▇, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President & Treasurer
▇▇▇▇▇ & ▇▇▇▇▇▇, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President & Treasurer
B & G FOODS, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President & Treasurer
GAI'S SEATTLE FRENCH BAKING COMPANY
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President & Treasurer
H&M FOOD SYSTEMS COMPANY, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President & Treasurer
▇▇▇▇▇▇▇▇▇▇ BAKING CO. OF SEATTLE, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President & Treasurer
▇▇▇▇ BAKING COMPANY (DE)
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President & Treasurer
▇▇▇▇ BAKING COMPANY (IOWA)
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President & Treasurer
MOTHER'S CAKE & COOKIE CO.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President & Treasurer
ROSELAND MANUFACTURING, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President & Treasurer
SAN FRANCISCO SOURDOUGH BAKERIES
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President & Treasurer
STELLA FOODS EAST, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President & Treasurer
STELLA FOODS, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President & Treasurer
TBP HOLDINGS, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President & Treasurer
ANNEX A
[FORM OF CONSENT]
The Chase Manhattan Bank,
as Trustee
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: Structured Finance Services (ABS)
Dear Sirs:
We refer to the Amendment, dated as of December 16,
1996 (the "Amendment"), to the Amended and Restated Receivables
Sale 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
