Exhibit 10.1
AMENDMENT #5 TO RECEIVABLES PURCHASE
AGREEMENT
THIS AMENDMENT #5 TO RECEIVABLES PURCHASE AGREEMENT,
dated as of June 27, 2005 (this
“Amendment” ), is by and among PFG
Receivables Corporation, a Florida corporation (
“Seller” ), Performance Food Group
Company, a Tennessee corporation, as initial Servicer (together
with Seller, the “Seller Parties” ),
Jupiter Securitization Corporation (
“Conduit” ) and JPMorgan Chase Bank,
N.A., successor by merger to Bank One, NA (Main Office Chicago),
individually (together with Conduit, the
“Purchasers” ) and as agent for the
Purchasers (in such capacity, the “Agent”
), and pertains to the Receivables Purchase Agreement, dated as of
July 3, 2001 (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.
W I T N E S S E T H:
WHEREAS, the parties desire 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 hereby agree as
follows:
1.
Amendments .
1.1. Each of the
following definitions in the Existing Agreement is hereby amended
and restated in its entirety to read, respectively, as
follows:
“Funding Agreement” means any agreement
or instrument executed by any Funding Source with or for the
benefit of Conduit.
“Liquidity Termination Date” means
June 26, 2006.
“Pro
Rata Share” means, for each Financial Institution, a
percentage equal to (i) the Commitment of such Financial
Institution, divided by (ii) the aggregate amount of all
Commitments of all Financial Institutions hereunder.
1.2. The last
sentence of Section 4.4 of the Existing Agreement is hereby
amended and restated in its entirety to read as follows:
Until Seller gives
notice to the Agent of another Discount Rate, the initial Discount
Rate for any Purchaser Interest transferred to the Financial
Institutions pursuant to a Funding Agreement shall be the Prime
Rate
1.3. The following
new Section 4.6 is hereby added to the Existing
Agreement:
Section 4.6.
Liquidity Agreement Fundings . The parties hereto
acknowledge that Conduit may assign all or any portion of its
Purchaser Interests to the Financial Institutions at any time
pursuant to a Funding Agreement to finance or refinance
the
necessary portion of its
Purchaser Interests. The fundings under a Funding Agreement will
accrue Yield in accordance with this Article IV. Regardless of
whether a funding of Purchaser Interests by the Financial
Institutions constitutes the direct purchase of a Purchaser
Interest under this Agreement, an assignment under a Funding
Agreement of a Purchaser Interest originally funded by Conduit or
the sale of one or more participations or other interests under a
Funding Agreement in such a Purchaser Interest, each Financial
Institution participating in a funding of a Purchaser Interest
pursuant to a Funding Agreement shall have the rights and
obligations of a “Purchaser” hereunder with the same
force and effect as if it had directly purchased such Purchaser
Interest directly from Seller hereunder.
1.4. Each of
Sections 13.1 through and including 13.5 of the Existing
Agreement is hereby deleted in its entirety and replaced with
“[Intentionally deleted],” and all references to such
deleted Sections or to “Article XIII” are hereby
replaced with references to “a Funding
Agreement.”
1.5. Each of the
following definitions in the Existing Agreement is hereby deleted
in its entirety:
“Acquisition Amount”
“Adjusted Funded Amount”
“Adjusted Liquidity Price”
“Conduit Residual”
“Conduit Transfer Price”
“Conduit Transfer Price Deficit”
“Conduit Transfer Pric
