Exhibit 10(f)
THIRD AMENDMENT TO RECEIVABLES
PURCHASE AGREEMENT
THIS THIRD AMENDMENT TO
RECEIVABLES PURCHASE AGREEMENT (the “ Amendment ”) dated as
of April 12, 2006, 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
”).
WITNESSETH:
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. Amendments of Receivables
Purchase Agreement .
(a) The definition of
“Dilution Horizon” set forth in Exhibit I of the
Receivable Purchase Agreement is hereby amended and restated as
follows:
“Dilution Horizon”
means, for any fiscal month, the ratio (expressed as a percentage
and rounded up to the nearest 1/100th of 1%, with 5/1000th of 1%
rounded upward) computed as of the last day of such fiscal month
of: (a) the Gross New Receivables (excluding all Gross New
Receivables the Obligors of which are federal, state or local
governments, instrumentalities, subdivisions, affiliates, or
agencies thereof) made by the Originator during the most recent
fiscal month to (b) the sum of (i) the net Receivables
Pool Balance at the last day of the most recent fiscal month and
(ii) the Outstanding Balance on such day of all Receivables
the Obligors of which are an Affiliate of Church &
Dwight.
(b) Clause (a) of the
definition of “Eligible Receivable” set forth in
Exhibit I of the Receivables Purchase Agreement is hereby
amended and restated as follows:
“(a) the Obligor of which is
(i) a United States resident, provided , however
, that up to 2% of otherwise Eligible Receivables may consist of
receivables the Obligor of which is not a United States resident,
(ii) not a government or a governmental subdivision, affiliate
or agency, (iii) not subject to any action of the type
described in paragraph (f) of Exhibit V to the
Agreement, and (iv) not an Affiliate of Church &
Dwight,”
(c) The definition of “Loss
Reserve Percentage” set forth in Exhibit I of the
Receivables Purchase Agreement is hereby amended and restated as
follows:
“Loss Reserve
Percentage” means, on any date, the greater of: (a) 5%
or (b) the product of (i) 2.0 times (ii) the highest
average of the Default Ratios for any three consecutive fiscal
months during the twelve most recent fiscal months and
(iii) (A) the Gross New Receivables (excluding all Gross
New Receivables the Obli
