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
