EXHIBIT 10(c)
FIRST AMENDMENT TO RECEIVABLES
PURCHASE AGREEMENT
THIS FIRST AMENDMENT TO
RECEIVABLES PURCHASE AGREEMENT (the “ Amendment ”) dated as
of September 23, 2003, 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
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 (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 as amended by this
Amendment.
2. Amendments of Receivables
Purchase Agreement .
(a) The first sentence of
Section 5.1 of the Receivables Purchase Agreement [Amendments,
etc.] is hereby amended and restated as follows:
“No amendment or waiver of any
provision of this Agreement or any other Transaction Document, or
consent to any departure by the Seller or the Servicer therefrom,
shall be effective unless in writing signed by the Administrator,
and, in the case of any amendment, by the other parties thereto;
and then such amendment, waiver or consent shall be effective only
in the specific instance and for the specific purpose for which
given; provided , however , that if required by the
Issuer, no such material amendment shall be effective until both
Moody’s and Standard & Poor’s have notified
the Administrator in writing that such amendment will not result in
a reduction or withdrawal of the rating of any
Notes.”
(b) The definition of
“Concentration Percentage” set forth in Exhibit
I of the Receivables Purchase Agreement is hereby amended and
restated as follows:
“Concentration
Percentage” means: (a) for any Special Obligor, 30%,
(b) for any Group A Obligor, 12.0%, (c) for any Group B
Obligor, 10.0%, (d) for any Group C Obligor, 6.0% and
(e) for any Group D Obligor, 4.0%.
(c) The definition of
“Concentration Reserve Percentage” set forth in
Exhibit I of the Receivables Purchase Agreement is hereby
amended and restated as follows:
“Concentration Reserve
Percentage” means, at any time, the largest of the following:
(i) the sum of four largest Group D Obligor Percentages (up to
the Concentration Percentage for each Obligor), (ii) the sum
of the two largest Group C Obligor Percentages (up to the
Concentration Percentage for each Obligor), (iii) the largest
Group B Obligor Percentage (up to the Concentration Percentage for
each Obligor) or Group A Obligor Percentage (up to the
Concentration Percentage for each Obligor), and, if the
“Special Obligor Conditions” (as defined in the
following sentence) are not satisfied, (iv) the lesser of
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