Exhibit 10(i)
SIXTH AMENDMENT TO RECEIVABLES
PURCHASE AGREEMENT
THIS SIXTH AMENDMENT TO
RECEIVABLES PURCHASE AGREEMENT (the “ Amendment ”) dated as
of February 17, 2009, 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,
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, as
amended by that Fourth Amendment to Receivables Purchase Agreement
dated as of March 15, 2007, and as further by that Fifth
Amendment to Receivables Purchase Agreement dated as of
April 10, 2007 (as so 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. Amendments of Receivables
Purchase Agreement .
(a) The definition of “Days
Sale Outstanding” set forth in Exhibit I of the
Receivable Purchase Agreement is hereby amended and restated in its
entirety as follows:
“Days’ Sales
Outstanding” means, at any time, an amount computed as of any
date of determination equal to: (a) the average of the
Outstanding Balance of all Pool Receivables, excluding Receivables
the Obligor of which is an Affiliate of Church & Dwight,
as of the last day of each of the three most recent fiscal months
ended on the last day of such fiscal month immediately prior to
such date of determination divided by (b)(i) the Gross New
Receivables, excluding Receivables the Obligor of which is an
Affiliate of Church & Dwight, made by the Originator
during the three fiscal months ended on or immediately prior to
such date of determination, divided by (ii) 90.
(b) Clause (g) of Exhibit
V of the Receivable Purchase Agreement is hereby amended and
restated in its entirety as follows:
“(g) (i) the (A) Default
Ratio shall exceed 1.5%, (B) the Delinquency Ratio shall
exceed 3.5% or (C) the Days’ Sales Outstanding shall
exceed 40 days or (ii) the average for three consecutive
fiscal months of: (A) the Default Ratio shall exceed 1.0%,
(B) the Delinquency Ratio shall exceed 2.75%, (C) the
Dilution Ratio shall exceed 3.5%, or (D) the Specific Dilution
Ratio shall exceed 18%;”
3. Conditions of Effectiveness of
this Amendment . The effectiveness of this Amendment is
expressly conditioned upon satisfaction of the following conditions
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 S
