AMENDMENT NO. 8 TO RECEIVABLES PURCHASE AGREEMENT
EXHIBIT 10.1
AMENDMENT
NO. 8 TO RECEIVABLES PURCHASE AGREEMENT
THIS AMENDMENT
NO. 8 TO RECEIVABLES PURCHASE AGREEMENT, dated as of December 14, 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
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The
parties wish to amend the Existing Agreement as hereinafter set
forth.
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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. Amendments.
1.1. Clause
(v) of the definition of “Eligible
Receivable” is hereby amended to delete “31 days” where it appears and to
substitute in lieu thereof “36 days.”
1.2. 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 October 16, 2008.
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. Conditions
Precedent. This Amendment shall become effective as of
the date hereof upon receipt by the Agent of (a) counterparts hereof duly
executed by each of the parties hereto, and (b) an amendment fee in immediately
available funds in the amount specified in that certain letter agreement of even
date herewith by and between the Seller and the Agent.
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).
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>
IN WITNESS
WHEREOF, the parties hereto have caused this Amendment to be duly
executed and delivered as of the date hereof.
RALCORP HOLDINGS, INC., as
Master Servicer
By: /s/ Xxxxx
Xxxxxxx
Name: Xxxxx
Xxxxxxx
Title: Corporate
Vice President and Treasurer
RALCORP
RECEIVABLES CORPORATION
By: /s/ Xxxxx
Xxxxxxx
Name: Xxxxx
Xxxxxxx
Title:
President
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JPMORGAN CHASE BANK, N.A.,
individually and as Agent
By: /s/
Xxxxxx X.
Xxxxxx
Title: Executive
Director
FALCON
ASSET SECURITIZATION COMPANY LLC
By: JPMorgan
Chase Bank, N.A., its attorney-in-fact
By: /s/
Xxxxxx X.
Xxxxxx
Title: Executive
Director
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