AMENDMENT NO. 6 TO
RECEIVABLES PURCHASE AGREEMENT
THIS AMENDMENT NO. 6 TO RECEIVABLES PURCHASE
AGREEMENT, dated as
of October 19, 2006 (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
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. Amendments .
(a) The Special Concentration Limits for (i)
Albertsons and its Affiliates, (ii) SuperValu and its Affiliates,
and (iii) Kmart and its Affiliates, are hereby
cancelled.
(b) Clause (i) of the definition of
“Eligible Receivable” in the Existing
Agreement is hereby amended and restated in its entirety to read as
follows:
(i) the Obligor of which (a) if a natural person, is
a resident of the United States or Canada or, if a corporation or
other business organization, is organized under the laws of the
United States or Canada or any political subdivision of either of
the foregoing and has its chief executive office in the United
States or C
