EXHIBIT 10.04
AMENDMENT NO. 2 TO
RECEIVABLES PURCHASE AGREEMENT
This Amendment No. 2 to
Receivables Purchase Agreement (this “ Amendment
”) is entered into as of June 17, 2004, among Comdata
Funding Corporation, a Delaware corporation (“ Seller
”), Comdata Network, Inc., a Maryland corporation (the
“ Servicer ”) (the Servicer together with
Seller, the “ Seller Parties ” and each a
“ Seller Party ”), each Financial Institution
party hereto (the “ Financial Institutions ”),
Jupiter Securitization Corporation (“ Jupiter ”)
and Bank One, NA (Main Office Chicago), as agent for the Purchasers
(the “ Agent ”).
RECITALS
Each of the parties hereto entered
into that certain Receivables Purchase Agreement, dated as of
June 24, 2002, as amended by the Amendment No. 1 thereto,
dated as of June 20, 2003 (such agreement, as so amended, the
“ Purchase Agreement ”).
Each Seller Party has requested that
the Agent and Jupiter amend the Purchase Agreement, as more fully
described herein.
Subject to the terms and conditions
hereof, each of the parties hereto now desires to amend the
Purchase Agreement as particularly described herein.
AGREEMENT
NOW, THEREFORE, in consideration of
the premises, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:
Section 1. Definitions Used
Herein . Capitalized terms used herein and not otherwise
defined herein shall have the respective meanings set forth for
such terms in the Purchase Agreement.
Section 2. Amendment .
Subject to the terms and conditions set forth herein, Exhibit I to
the Purchase Agreement is hereby amended by amending and restating,
in its entirety, the definition of “Liquidity Termination
Date” to read as follows:
AMENDMENT NO. 2 TO
RECEIVABLES PURCHASE AGREEMENT
“ Liquidity Termination
Date ” means June 16, 2005.
Section 3. Conditions to
Effectiveness of this Amendment . This Amendment shall become
effective as of the date hereof, upon the satisfaction of the
conditions precedent that:
(a)
Amendment . The Agent shall have received, on or before the
date hereof, executed counterparts of this Amendment, duly executed
by each of the parties hereto.
(b)
Representations and Warranties . As of the date hereof, both
before and after giving effect to this Amendment, all of the
representations and warranties contained in the Purchase Agreement
and in each other Transaction Document shall be true and correct as
though made on and as of the date hereof (and by its execution
hereof, each of Seller and the Servicer shall be deemed to have
represented and warranted such).
(c)
No Amortization Event . As of the date hereof, both before
and after giving effect to this Amendment, no Amortization Event or
Potential Amortization Event shall have occurred and be continuing
(and by its execution hereof, each of Seller and the Servicer shall
be deemed to have represented and war
