Exhibit 10(h)
FIFTH AMENDMENT TO RECEIVABLES
PURCHASE AGREEMENT
THIS FIFTH AMENDMENT TO
RECEIVABLES PURCHASE AGREEMENT (the “ Amendment ”) dated as
of April 10, 2007, is made by and among HARRISON STREET
FUNDING, LLC, as seller (the “ Seller ”),
CHURCH & DWIGHT CO., INC., as initial Servicer (the
“ Servicer ”), MARKET STREET FUNDING LLC
(formerly known as Market Street Funding Corporation), as Issuer
(the “ Issuer ”), and PNC BANK, NATIONAL
ASSOCIATION, as administrator (the “ Administrator
”).
W I T N E S S E T H:
WHEREAS, the parties hereto are parties to that certain
Receivables Purchase Agreement dated as of January 16, 2003,
by and among the Seller, the Servicer, the Issuer, and the
Administrator, as amended by that First Amendment to Receivables
Purchase Agreement dated as of September 26, 2003, as amended
by that Second Amendment to Receivables Purchase Agreement dated as
of July 20, 2004, as amended by that Third Amendment to
Receivables Purchase Agreement dated as of April 12, 2006, and
as further amended by that Fourth Amendment to Receivables Purchase
Agreement dated as of March 15, 2007 (as amended, the “
Receivables Purchase Agreement ”), and desire to amend
the terms thereof as set forth herein.
NOW, THEREFORE,
the parties hereto, in consideration
of their mutual covenants and agreements hereinafter set forth and
intending to be legally bound hereby, covenant and agree as
follows:
1. Definitions .
Defined terms used herein unless
otherwise defined herein shall have the meanings ascribed to them
in the Receivables Purchase Agreement.
2. Amendment of Receivables
Purchase Agreement .
(a) Clause (a) of the
definition of “Facility Termination Date” set forth on
Exhibit I of the Receivable Purchase Agreement is hereby
amended and restated as follows:
“(a) April 10,
2010,”
3. Conditions of Effectiveness of
this Amendment . The effectiveness of this Amendment is
expressly conditioned upon satisfaction of the following condition
precedent:
(a) Legal Details;
Counterparts . All legal details and proceedings in connection
with the transactions contemplated by this Amendment shall be in
form and substance satisfactory to the Administrator, and the
Administrator shall have received from the Seller, the Issuer, and
the Servicer all such other counterpart originals or certified or
other copies of such documents and
