AMENDMENT NO. 4 TO THE
AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT
Amendment, dated as of December 5, 1997 (this "Amendment") to the
Amended and Restated Receivables Sale Agreement, dated as of
November 16, 1994, as amended (the "Receivables Sale Agreement"),
by and among Specialty Foods Finance Corporation, a Delaware
corporation (the "Company"), Specialty Foods Corporation, a
Delaware corporation (the "Master Servicer") and its wholly owned
subsidiaries named therein (the "Sellers").
W I T N E S S E T H :
WHEREAS, the parties hereto wish to amend the Receivables Sale
Agreement in the manner provided for in this Amendment;
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. Defined Terms. Capitalized terms used herein shall have the
meanings ascribed to them in the Receivables Sale Agreement.
2. Amendment of the Receivables Sale Agreement. Article IX of
the Receivables Sale Agreement is hereby amended by adding the
following phrase to Section 9.14(b)(i) after the phrase "(i) each
of":
Stella Foods, Inc.
Stella Foods East, Inc.
3. Termination of Certain Sellers. The Company, pursuant to
Section 9.14(b) of the Receivables Sales Agreement, Amendment No.
4 to the Pooling Agreement, dated as of the date hereof
("Amendment No. 4 to the Pooling Agreement"), and Section 9.4(b)
of the Pooling Agreement, hereby terminates as of the Stella
Termination Date upon the payment of the Purchase Price (as both
terms are defined in Amendment No. 4 to the Pooling Agreement) to
the Trustee, all obligations of the entities listed in Exhibit 1
hereto (together, the "Stella Terminated Sellers") under the
Receivables Sale Agreement.
4. Conditions to Effectiveness. This Amendment shall become
effective upon receipt by the Trustee of:
(a) a counterpart hereof, duly executed and delivered by each of
the Company, the Master Servicer and the Stella Terminated
Sellers; and
(b) a consent to this Amendment, in the form of Annex A, from
Capital Markets Assurance Corporation, as the Enhancement
Provider and Control Party for each of the Term Certificates,
Series 1994-1.
5. Continuing Effect of the Receivables Sale Agreement. Except
as expressly amended, modified and supplemented hereby, the
provisions of the Receivables Sale Agreement are and shall remain
in full force and effect.
6. GOVERNING LAW. THIS AMENDMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK,
WITHOUT REGARD TO CHOICE OF LAW PRINCIPLES THEREOF, AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL
BE DETERMINED IN ACCORDANCE WITH SUCH LAW.
7. Counterparts. This Amendment may be executed in two or more
counterparts (and by different parties on separate counterparts),
each of which shall be an original, but all of which together
shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have caused this Amendment to be
duly executed by their respective officers as of the day and year
first above written.
SPECIALTY FOODS FINANCE CORPORATION
By: ________________________________
Name: ________________________________
Title: ________________________________
SPECIALTY FOODS CORPORATION, as Master Servicer
By: ________________________________
Name: ________________________________
Title: ________________________________
STELLA FOODS, INC.
By: ________________________________
Name: ________________________________
Title: ________________________________
STELLA FOODS EAST, INC.
By: ________________________________
Name: ________________________________
Title: ________________________________
Exhibit 1
STELLA TERMINATED XXXXXXX
Xxxxxx Foods, Inc.
Stella Foods East, Inc.
Annex A
[FORM OF CONSENT]
The Chase Manhattan Bank,
as Trustee
000 Xxxx 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Structured Finance Services (ABS)
Dear Sirs:
We refer to the Amendment, dated as of December 5, 1997 (the
"Amendment"), to the Amended and Restated Receivables Sale
Agreement, dated as of November 16, 1994, as amended (the
"Receivables Sale Agreement"), among Specialty Foods Finance
Corporation, a Delaware corporation (the "Company"), Specialty
Foods Corporation, a Delaware corporation, as master servicer
(the "Master Servicer"), and each of the subsidiaries of the
Master Servicer from time to time party thereto. We hereby
certify that we have been given or have duly waived adequate
notice of the Amendment pursuant to Section 10.1 of the Pooling
Agreement, dated as of November 16, 1994, as amended, among the
Company, the Master Servicer, and The Chase Manhattan Bank
(formerly known as Chemical Bank), as trustee.
We hereby consent to the execution and delivery of the Amendment
(substantially in the form attached hereto) by the Company, the
Master Servicer and the Sellers.
Sincerely,
CAPITAL MARKETS ASSURANCE CORPORATION
By: ________________________________
Name: ________________________________
Title: ________________________________
Dated: December ____, 1997
cc: Specialty Foods Finance Corporation
Specialty Foods Corporation
