EXHIBIT 10(E)
SECOND AMENDMENT TO RECEIVABLES
PURCHASE AGREEMENT
THIS SECOND AMENDMENT TO
RECEIVABLES PURCHASE AGREEMENT (the “ Amendment ”) dated as
of July 20, 2004, 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 waive or 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. Waivers Concerning Receivables
Relating to the Armkel Business.
A. Recitals.
1. On May 28, 2004, Church &
Dwight Co., Inc. purchased the ownership interests (the
“Armkel Interest”) in Armkel LLC (“Armkel”)
held by Kelso & Company (“Kelso”) and then Armkel
was merged into Church & Dwight Co., Inc. (“Church &
Dwight”). Prior to such transactions Armkel was an equally
owned joint venture formed by Church & Dwight and Kelso. As a
result of such transactions, all assets and liabilities of Armkel,
including the receivables of Armkel (the “Receivables
Relating to the Armkel Business”), are now assets and
liabilities of Church & Dwight.
2. Sections 1(j), 2(h) and 2(i) of
Exhibit IV (Covenants) of the Receivables Purchase Agreement
provide in part that the Seller or Servicer (as applicable) shall:
(i) instruct all Obligors to make payments of all Receivables to
one or more Lock-Box Accounts or to post office boxes to which only
Lock-Box Banks have access (and shall instruct the Lock-Box Banks
to cause all items and amounts relating to such Receivables
received in such post office boxes to be removed and deposited into
a Lock-Box Account on a daily basis), (ii) deposit, or cause to
be
deposited, any Collections received by it, the
Servicer or the Originator into one or more Lock-Box Accounts or to
post office boxes to which only Lock-Box Banks have access not
later than three (3) Business Days after receipt thereof. Each
Lock-Box Account shall at all times be subject to a Lock-Box
Agreement, and (iii) mark its master data processing records
relating to Pool Receivables and related Contracts, including with
a legend evidencing that the undivided percentage ownership
interest with regard to the Purchase Interest relate to such
Receivables and related Contracts have been sold in accordance with
the Receivables Purchase Agreement.
3. Obligors on the Receivables
Relating to the Armkel Business are currently paying amounts due on
such receivables into the following lockbox with PNC Bank, National
Association (the “PNC Lockbox”): Lockbox a/c box #:
7209, Account Number: 8019331711. Since the date of the Armkel
Merger through the date hereof, the Seller and the Servicer have
not complied with the requirements of Sections 1(j), 2(h) and 2(i)
of Exhibit IV (Covenants) (summarized in paragraph 2 immediately
above) with respect to the Receivables Relating to the Armkel
Business. Such covenants in part require the Seller and Servicer to
instruct the Obligors on such Receivables to make payments thereon
into Lock-Box Accounts or post office boxes (described above) and
to deposit Collections thereon into such Lock-Box
Accounts.
4. The Issuer and the Administrator
agree to waive the matters described in paragraph 3 immediately
above and related matters, subject to the terms of this
Amendment.
B. Waivers.
Subject to the satisfaction of the
conditions set forth in this Amendment, the Issuer and the
Administrator agree to waive any breaches under the Receivables
Purchase Agreement resulting from the failure of the Seller and the
Servicer to comply with the covenants contained in Sections 1(j),
2(h) and 2(i) of Exhibit IV (Covenants) (summarized in paragraph 2
of the Recitals above) with respect to the Receivables Relating to
the Armkel Business, provided that the Seller and Servicer
shall (a) comply with such covenants contained in Section 1(j) and
2(h) of Exhibit IV on and after the date hereof and (b) comply with
the covenant contained in Section 2(i) of Exhibit IV on and after
August 2, 2004.
3. Amendments of Receivables
Purchase Agreement .
(a) The definition of
“Facility Termination Date” set forth in Exhibit I of
the Receivable Purchase Agreement is hereby amended and restated as
follows:
“Facility Termination
Date” means the earliest to occur of: (a) July 31, 2007, (b)
the date determined pursuant to Section 2.2 of the
Agreement, (c) the date the Purchase Limit reduces to zero pursuant
to Section 1.1(b) of the Agreement, (d) the date that the
commitment
