AMENDMENT NO. 5 TO RECEIVABLES PURCHASE AGREEMENT
Exhibit
10.4
AMENDMENT
NO. 5 TO RECEIVABLES PURCHASE AGREEMENT
THIS
AMENDMENT NO. 5 TO RECEIVABLES PURCHASE AGREEMENT,
dated as of October 20, 2005 (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 Corporation, a Delaware 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
The
parties wish to amend the Existing Agreement as hereinafter set
forth.
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.
Amendment.
The following definition in the Existing Agreement is hereby amended and
restated in its entirety to read as follows:
“Liquidity
Termination Date”
means October 19, 2006.
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.
Condition
Precedent.
This Amendment shall become effective as of the date hereof upon receipt by
the
Agent of counterparts hereof duly executed by each of the parties
hereto.
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.
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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>
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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:_____________________________________
Name:
Title:
RALCORP
RECEIVABLES CORPORATION
By:_____________________________________
Name:
Title:
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JPMORGAN
CHASE BANK, N.A., individually
and as Agent
By:
_______________________________________
Vice
President
FALCON
ASSET SECURITIZATION CORPORATION
By:
JPMorgan Chase Bank, N.A., its Attorney-in-Fact
By:
_______________________________________
Vice
President
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