EXHIBIT 10.4
ADDITIONAL SELLER/SERVICER SUPPLEMENT
SUPPLEMENT, dated December 31, 1998, to (i) the Receivables Sale
Agreement, dated as of November 15, 1996 (as amended, supplemented or otherwise
modified from time to time, the "Receivables Sale Agreement"), among the Sellers
--------------------------
from time to time party thereto (collectively, the "Sellers"), U.S. Foodservice,
-------
Inc., a Delaware corporation (in its individual capacity, f/k/a Xxxxxx-Xxxxxx,
Inc., "Foodservice"), as successor by merger to U.S.F. Distributors, Inc., f/k/a
-----------
US Foodservice, Inc., a Delaware corporation, in its capacity as servicer (the
"Servicer"), and RS Funding Inc., a Nevada corporation (the "Company") and (ii)
--------- -------
the Servicing Agreement, dated as of November 15, 1996 (as amended, supplemented
or otherwise modified from time to time, the "Servicing Agreement") among the
-------------------
Company, the Servicer, the Sub-Servicers from time to time party thereto and The
Chase Manhattan Bank, a New York banking corporation, as Trustee (the
"Trustee").
-------
W I T N E S S E T H:
WHEREAS, the Receivables Sale Agreement provides that any Subsidiary
of Foodservice, although not originally a Seller thereunder, may become a Seller
under the Receivables Sale Agreement, with (i) the consent of the Company and
(ii) the satisfaction of each of the conditions precedent set forth in Section
3.02 of the Receivables Sale Agreement (one of which is the delivery to the
Company of a supplement in substantially the form of this Supplement); and
WHEREAS, with respect to the Servicing Agreement, any Subsidiary of
Foodservice, although not originally a Sub-Servicer thereunder, may become a
Sub-Servicer under the Servicing Agreement, with (i) the consent of the Company,
(ii) delivery to the Company of a supplement in substantially the form of this
Supplement and (iii) the satisfaction of each of the conditions precedent set
forth in Section 3.02 of the Receivables Sale Agreement; and
WHEREAS, the undersigned was not an original Seller under the
Receivables Sale Agreement or an original Sub-Servicer under the Servicing
Agreement but now desires to become a Seller and a Sub-Servicer, respectively,
thereunder.
NOW, THEREFORE, the undersigned hereby agrees as follows:
1. The undersigned agrees to be bound by all of the provisions of the
Receivables Sale Agreement and the Servicing Agreement applicable to a Seller
and a Sub-Servicer, respectively, thereunder and agrees that it shall, on the
date this Supplement is accepted by the Company, become (a) in the case of the
Receivables Sale Agreement, a Seller and (b) in the case of the Servicing
Agreement, a Sub-Servicer, for all purposes of the Receivables Sale
Agreement and the Servicing Agreement, respectively, to the same extent as if
originally a party thereto.
2. Terms defined in the Receivables Sale Agreement and the Servicing
Agreement shall have their defined meanings when used herein.
3. This Supplement may be executed in any number of counterparts and
by different parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which when taken together
shall constitute one and the same agreement.
IN WITNESS WHEREOF, the undersigned has caused this Supplement to be
executed and delivered by a duly authorized officer on the date first above
written.
JP Foodservice Distributors, Inc., a
Delaware corporation
By: /s/ Xxxxxx X. Xxxxxxxx, XX
-----------------------------
Title: Treasurer
------------------------
Accepted as of the date first
above written:
RS FUNDING INC.,
as the Company under the Servicing Agreement
By: /s/ Xxxxxx X. Xxxxxxxx, XX
------------------------------
Title: Treasurer
-------------------------
U.S. FOODSERVICE, INC.,
on its own behalf as the Servicer under the
Servicing Agreement and on behalf of the
Sub-Servicers thereunder
By: /s/ Xxxxxx X. Xxxxxxxx, XX
------------------------------
Title: Treasurer
-------------------------
THE CHASE MANHATTAN BANK,
not in its individual capacity, but solely
as Trustee under the Servicing Agreement
By: /s/ XxXxx Xxxxxxx
------------------------------
Title: Trust Officer
-------------------------
ADDITIONAL SELLER/SERVICER SUPPLEMENT
SUPPLEMENT, dated December 31, 1998, to (i) the Receivables Sale
Agreement, dated as of November 15, 1996 (as amended, supplemented or otherwise
modified from time to time, the "Receivables Sale Agreement"), among the Sellers
--------------------------
from time to time party thereto (collectively, the "Sellers"), U.S. Foodservice,
-------
Inc., a Delaware corporation (in its individual capacity, f/k/a Xxxxxx-Xxxxxx,
Inc., "Foodservice"), as successor by merger to U.S.F. Distributors, Inc., f/k/a
-----------
US Foodservice, Inc., a Delaware corporation, in its capacity as servicer (the
"Servicer"), and RS Funding Inc., a Nevada corporation (the "Company") and (ii)
--------- -------
the Servicing Agreement, dated as of November 15, 1996 (as amended, supplemented
or otherwise modified from time to time, the "Servicing Agreement") among the
-------------------
Company, the Servicer, the Sub-Servicers from time to time party thereto and The
Chase Manhattan Bank, a New York banking corporation, as Trustee (the
"Trustee").
-------
W I T N E S S E T H:
WHEREAS, the Receivables Sale Agreement provides that any Subsidiary
of Foodservice, although not originally a Seller thereunder, may become a Seller
under the Receivables Sale Agreement, with (i) the consent of the Company and
(ii) the satisfaction of each of the conditions precedent set forth in Section
3.02 of the Receivables Sale Agreement (one of which is the delivery to the
Company of a supplement in substantially the form of this Supplement); and
WHEREAS, with respect to the Servicing Agreement, any Subsidiary of
Foodservice, although not originally a Sub-Servicer thereunder, may become a
Sub-Servicer under the Servicing Agreement, with (i) the consent of the Company,
(ii) delivery to the Company of a supplement in substantially the form of this
Supplement and (iii) the satisfaction of each of the conditions precedent set
forth in Section 3.02 of the Receivables Sale Agreement; and
WHEREAS, the undersigned was not an original Seller under the
Receivables Sale Agreement or an original Sub-Servicer under the Servicing
Agreement but now desires to become a Seller and a Sub-Servicer, respectively,
thereunder.
NOW, THEREFORE, the undersigned hereby agrees as follows:
1. The undersigned agrees to be bound by all of the provisions of the
Receivables Sale Agreement and the Servicing Agreement applicable to a Seller
and a Sub-Servicer, respectively, thereunder and agrees that it shall, on the
date this Supplement is accepted by the Company, become (a) in the case of the
Receivables Sale Agreement, a Seller and (b) in the case of the Servicing
Agreement, a Sub-Servicer, for all purposes of the Receivables Sale
Agreement and the Servicing Agreement, respectively, to the same extent as if
originally a party thereto.
2. Terms defined in the Receivables Sale Agreement and the Servicing
Agreement shall have their defined meanings when used herein.
3. This Supplement may be executed in any number of counterparts and
by different parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which when taken together
shall constitute one and the same agreement.
IN WITNESS WHEREOF, the undersigned has caused this Supplement to be
executed and delivered by a duly authorized officer on the date first above
written.
Nevada Baking Company, Inc., a Nevada
corporation
By: /s/ Xxxxxx X. Xxxxxxxx, XX
-----------------------------
Title: Treasurer
------------------------
Accepted as of the date first
above written:
RS FUNDING INC.,
as the Company under the Servicing Agreement
By: /s/ Xxxxxx X. Xxxxxxxx, XX
------------------------------
Title: Treasurer
-------------------------
U.S. FOODSERVICE, INC.,
on its own behalf as the Servicer under the
Servicing Agreement and on behalf of the
Sub-Servicers thereunder
By: /s/ Xxxxxx X. Xxxxxxxx, XX
------------------------------
Title: Treasurer
-------------------------
THE CHASE MANHATTAN BANK,
not in its individual capacity, but solely
as Trustee under the Servicing Agreement
By: /s/ XxXxx Xxxxxxx
------------------------------
Title: Trust Officer
-------------------------
ADDITIONAL SELLER/SERVICER SUPPLEMENT
SUPPLEMENT, dated December 31, 1998, to (i) the Receivables Sale
Agreement, dated as of November 15, 1996 (as amended, supplemented or otherwise
modified from time to time, the "Receivables Sale Agreement"), among the Sellers
--------------------------
from time to time party thereto (collectively, the "Sellers"), U.S. Foodservice,
-------
Inc., a Delaware corporation (in its individual capacity, f/k/a Xxxxxx-Xxxxxx,
Inc., "Foodservice"), as successor by merger to U.S.F. Distributors, Inc., f/k/a
-----------
US Foodservice, Inc., a Delaware corporation, in its capacity as servicer (the
"Servicer"), and RS Funding Inc., a Nevada corporation (the "Company") and (ii)
--------- -------
the Servicing Agreement, dated as of November 15, 1996 (as amended, supplemented
or otherwise modified from time to time, the "Servicing Agreement") among the
-------------------
Company, the Servicer, the Sub-Servicers from time to time party thereto and The
Chase Manhattan Bank, a New York banking corporation, as Trustee (the
"Trustee").
-------
W I T N E S S E T H:
WHEREAS, the Receivables Sale Agreement provides that any Subsidiary
of Foodservice, although not originally a Seller thereunder, may become a Seller
under the Receivables Sale Agreement, with (i) the consent of the Company and
(ii) the satisfaction of each of the conditions precedent set forth in Section
3.02 of the Receivables Sale Agreement (one of which is the delivery to the
Company of a supplement in substantially the form of this Supplement); and
WHEREAS, with respect to the Servicing Agreement, any Subsidiary of
Foodservice, although not originally a Sub-Servicer thereunder, may become a
Sub-Servicer under the Servicing Agreement, with (i) the consent of the Company,
(ii) delivery to the Company of a supplement in substantially the form of this
Supplement and (iii) the satisfaction of each of the conditions precedent set
forth in Section 3.02 of the Receivables Sale Agreement; and
WHEREAS, the undersigned was not an original Seller under the
Receivables Sale Agreement or an original Sub-Servicer under the Servicing
Agreement but now desires to become a Seller and a Sub-Servicer, respectively,
thereunder.
NOW, THEREFORE, the undersigned hereby agrees as follows:
1. The undersigned agrees to be bound by all of the provisions of the
Receivables Sale Agreement and the Servicing Agreement applicable to a Seller
and a Sub-Servicer, respectively, thereunder and agrees that it shall, on the
date this Supplement is accepted by the Company, become (a) in the case of the
Receivables Sale Agreement, a Seller and (b) in the case of the Servicing
Agreement, a Sub-Servicer, for all purposes of the Receivables Sale
Agreement and the Servicing Agreement, respectively, to the same extent as if
originally a party thereto.
2. Terms defined in the Receivables Sale Agreement and the Servicing
Agreement shall have their defined meanings when used herein.
3. This Supplement may be executed in any number of counterparts and
by different parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which when taken together
shall constitute one and the same agreement.
IN WITNESS WHEREOF, the undersigned has caused this Supplement to be
executed and delivered by a duly authorized officer on the date first above
written.
Illinois Fruit & Produce Corp., an Illinois
corporation
By: /s/ Xxxxxx X. Xxxxxxxx, XX
----------------------------
Title: Treasurer
-----------------------
Accepted as of the date first
above written:
RS FUNDING INC.,
as the Company under the Servicing Agreement
By: /s/ Xxxxxx X. Xxxxxxxx, XX
--------------------------------
Title: Treasurer
---------------------------
U.S. FOODSERVICE, INC.,
on its own behalf as the Servicer under the
Servicing Agreement and on behalf of the
Sub-Servicers thereunder
By: /s/ Xxxxxx X. Xxxxxxxx, XX
---------------------------------
Title: Treasurer
----------------------------
THE CHASE MANHATTAN BANK,
not in its individual capacity, but solely
as Trustee under the Servicing Agreement
By: /s/ XxXxx Xxxxxxx
---------------------------------
Title: Trust Officer
----------------------------
ADDITIONAL SELLER/SERVICER SUPPLEMENT
SUPPLEMENT, dated December 31, 1998, to (i) the Receivables Sale
Agreement, dated as of November 15, 1996 (as amended, supplemented or otherwise
modified from time to time, the "Receivables Sale Agreement"), among the Sellers
--------------------------
from time to time party thereto (collectively, the "Sellers"), U.S. Foodservice,
-------
Inc., a Delaware corporation (in its individual capacity, f/k/a Xxxxxx-Xxxxxx,
Inc., "Foodservice"), as successor by merger to U.S.F. Distributors, Inc., f/k/a
-----------
US Foodservice, Inc., a Delaware corporation, in its capacity as servicer (the
"Servicer"), and RS Funding Inc., a Nevada corporation (the "Company") and (ii)
--------- -------
the Servicing Agreement, dated as of November 15, 1996 (as amended, supplemented
or otherwise modified from time to time, the "Servicing Agreement") among the
-------------------
Company, the Servicer, the Sub-Servicers from time to time party thereto and The
Chase Manhattan Bank, a New York banking corporation, as Trustee (the
"Trustee").
-------
W I T N E S S E T H:
WHEREAS, the Receivables Sale Agreement provides that any Subsidiary
of Foodservice, although not originally a Seller thereunder, may become a Seller
under the Receivables Sale Agreement, with (i) the consent of the Company and
(ii) the satisfaction of each of the conditions precedent set forth in Section
3.02 of the Receivables Sale Agreement (one of which is the delivery to the
Company of a supplement in substantially the form of this Supplement); and
WHEREAS, with respect to the Servicing Agreement, any Subsidiary of
Foodservice, although not originally a Sub-Servicer thereunder, may become a
Sub-Servicer under the Servicing Agreement, with (i) the consent of the Company,
(ii) delivery to the Company of a supplement in substantially the form of this
Supplement and (iii) the satisfaction of each of the conditions precedent set
forth in Section 3.02 of the Receivables Sale Agreement; and
WHEREAS, the undersigned was not an original Seller under the
Receivables Sale Agreement or an original Sub-Servicer under the Servicing
Agreement but now desires to become a Seller and a Sub-Servicer, respectively,
thereunder.
NOW, THEREFORE, the undersigned hereby agrees as follows:
1. The undersigned agrees to be bound by all of the provisions of the
Receivables Sale Agreement and the Servicing Agreement applicable to a Seller
and a Sub-Servicer, respectively, thereunder and agrees that it shall, on the
date this Supplement is accepted by the Company, become (a) in the case of the
Receivables Sale Agreement, a Seller and (b) in the case of the Servicing
Agreement, a Sub-Servicer, for all purposes of the Receivables Sale
Agreement and the Servicing Agreement, respectively, to the same extent as if
originally a party thereto.
2. Terms defined in the Receivables Sale Agreement and the Servicing
Agreement shall have their defined meanings when used herein.
3. This Supplement may be executed in any number of counterparts and
by different parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which when taken together
shall constitute one and the same agreement.
IN WITNESS WHEREOF, the undersigned has caused this Supplement to be
executed and delivered by a duly authorized officer on the date first above
written.
Sorrento Food Service, Inc., a New York
corporation
By: /s/ Xxxxxx X. Xxxxxxxx, XX
-------------------------------
Title: Treasurer
-------------------------
Accepted as of the date first
above written:
RS FUNDING INC.,
as the Company under the Servicing Agreement
By: /s/ Xxxxxx X. Xxxxxxxx, XX
-------------------------------
Title: Treasurer
--------------------------
U.S. FOODSERVICE, INC.,
on its own behalf as the Servicer under the
Servicing Agreement and on behalf of the
Sub-Servicers thereunder
By: /s/ Xxxxxx X. Xxxxxxxx, XX
-------------------------------
Title: Treasurer
--------------------------
THE CHASE MANHATTAN BANK,
not in its individual capacity, but solely
as Trustee under the Servicing Agreement
By: /s/ XxXxx Xxxxxxx
-------------------------------
Title: Trust Officer
--------------------------
ADDITIONAL SELLER/SERVICER SUPPLEMENT
SUPPLEMENT, dated December 31, 1998, to (i) the Receivables Sale
Agreement, dated as of November 15, 1996 (as amended, supplemented or otherwise
modified from time to time, the "Receivables Sale Agreement"), among the Sellers
--------------------------
from time to time party thereto (collectively, the "Sellers"), U.S. Foodservice,
-------
Inc., a Delaware corporation (in its individual capacity, f/k/a Xxxxxx-Xxxxxx,
Inc., "Foodservice"), as successor by merger to U.S.F. Distributors, Inc., f/k/a
-----------
US Foodservice, Inc., a Delaware corporation, in its capacity as servicer (the
"Servicer"), and RS Funding Inc., a Nevada corporation (the "Company") and (ii)
--------- -------
the Servicing Agreement, dated as of November 15, 1996 (as amended, supplemented
or otherwise modified from time to time, the "Servicing Agreement") among the
-------------------
Company, the Servicer, the Sub-Servicers from time to time party thereto and The
Chase Manhattan Bank, a New York banking corporation, as Trustee (the
"Trustee").
-------
W I T N E S S E T H:
WHEREAS, the Receivables Sale Agreement provides that any Subsidiary
of Foodservice, although not originally a Seller thereunder, may become a Seller
under the Receivables Sale Agreement, with (i) the consent of the Company and
(ii) the satisfaction of each of the conditions precedent set forth in Section
3.02 of the Receivables Sale Agreement (one of which is the delivery to the
Company of a supplement in substantially the form of this Supplement); and
WHEREAS, with respect to the Servicing Agreement, any Subsidiary of
Foodservice, although not originally a Sub-Servicer thereunder, may become a
Sub-Servicer under the Servicing Agreement, with (i) the consent of the Company,
(ii) delivery to the Company of a supplement in substantially the form of this
Supplement and (iii) the satisfaction of each of the conditions precedent set
forth in Section 3.02 of the Receivables Sale Agreement; and
WHEREAS, the undersigned was not an original Seller under the
Receivables Sale Agreement or an original Sub-Servicer under the Servicing
Agreement but now desires to become a Seller and a Sub-Servicer, respectively,
thereunder.
NOW, THEREFORE, the undersigned hereby agrees as follows:
1. The undersigned agrees to be bound by all of the provisions of the
Receivables Sale Agreement and the Servicing Agreement applicable to a Seller
and a Sub-Servicer, respectively, thereunder and agrees that it shall, on the
date this Supplement is accepted by the Company, become (a) in the case of the
Receivables Sale Agreement, a Seller and (b) in the case of the Servicing
Agreement, a Sub-Servicer, for all purposes of the Receivables Sale
Agreement and the Servicing Agreement, respectively, to the same extent as if
originally a party thereto.
2. Terms defined in the Receivables Sale Agreement and the Servicing
Agreement shall have their defined meanings when used herein.
3. This Supplement may be executed in any number of counterparts and
by different parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which when taken together
shall constitute one and the same agreement.
IN WITNESS WHEREOF, the undersigned has caused this Supplement to be
executed and delivered by a duly authorized officer on the date first above
written.
E&H Distributing Co., a Nevada corporation
By: /s/ Xxxxxx X. Xxxxxxxx, XX
--------------------------------
Title: Treasurer
---------------------------
Accepted as of the date first
above written:
RS FUNDING INC.,
as the Company under the Servicing Agreement
By: /s/ Xxxxxx X. Xxxxxxxx, XX
-----------------------------
Title: Treasurer
------------------------
U.S. FOODSERVICE, INC.,
on its own behalf as the Servicer under the
Servicing Agreement and on behalf of the
Sub-Servicers thereunder
By: /s/ Xxxxxx X. Xxxxxxxx, XX
-----------------------------
Title: Treasurer
------------------------
THE CHASE MANHATTAN BANK,
not in its individual capacity, but solely
as Trustee under the Servicing Agreement
By: /s/ XxXxx Xxxxxxx
----------------------------
Title: Trust Officer
-----------------------
ADDITIONAL SELLER/SERVICER SUPPLEMENT
SUPPLEMENT, dated December 31, 1998, to (i) the Receivables Sale
Agreement, dated as of November 15, 1996 (as amended, supplemented or otherwise
modified from time to time, the "Receivables Sale Agreement"), among the Sellers
--------------------------
from time to time party thereto (collectively, the "Sellers"), U.S. Foodservice,
-------
Inc., a Delaware corporation (in its individual capacity, f/k/a Xxxxxx-Xxxxxx,
Inc., "Foodservice"), as successor by merger to U.S.F. Distributors, Inc., f/k/a
-----------
US Foodservice, Inc., a Delaware corporation, in its capacity as servicer (the
"Servicer"), and RS Funding Inc., a Nevada corporation (the "Company") and (ii)
--------- -------
the Servicing Agreement, dated as of November 15, 1996 (as amended, supplemented
or otherwise modified from time to time, the "Servicing Agreement") among the
-------------------
Company, the Servicer, the Sub-Servicers from time to time party thereto and The
Chase Manhattan Bank, a New York banking corporation, as Trustee (the
"Trustee").
-------
W I T N E S S E T H:
WHEREAS, the Receivables Sale Agreement provides that any Subsidiary
of Foodservice, although not originally a Seller thereunder, may become a Seller
under the Receivables Sale Agreement, with (i) the consent of the Company and
(ii) the satisfaction of each of the conditions precedent set forth in Section
3.02 of the Receivables Sale Agreement (one of which is the delivery to the
Company of a supplement in substantially the form of this Supplement); and
WHEREAS, with respect to the Servicing Agreement, any Subsidiary of
Foodservice, although not originally a Sub-Servicer thereunder, may become a
Sub-Servicer under the Servicing Agreement, with (i) the consent of the Company,
(ii) delivery to the Company of a supplement in substantially the form of this
Supplement and (iii) the satisfaction of each of the conditions precedent set
forth in Section 3.02 of the Receivables Sale Agreement; and
WHEREAS, the undersigned was not an original Seller under the
Receivables Sale Agreement or an original Sub-Servicer under the Servicing
Agreement but now desires to become a Seller and a Sub-Servicer, respectively,
thereunder.
NOW, THEREFORE, the undersigned hereby agrees as follows:
1. The undersigned agrees to be bound by all of the provisions of the
Receivables Sale Agreement and the Servicing Agreement applicable to a Seller
and a Sub-Servicer, respectively, thereunder and agrees that it shall, on the
date this Supplement is accepted by the Company, become (a) in the case of the
Receivables Sale Agreement, a Seller and (b) in the case of the Servicing
Agreement, a Sub-Servicer, for all purposes of the Receivables Sale
Agreement and the Servicing Agreement, respectively, to the same extent as if
originally a party thereto.
2. Terms defined in the Receivables Sale Agreement and the Servicing
Agreement shall have their defined meanings when used herein.
3. This Supplement may be executed in any number of counterparts and
by different parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which when taken together
shall constitute one and the same agreement.
IN WITNESS WHEREOF, the undersigned has caused this Supplement to be
executed and delivered by a duly authorized officer on the date first above
written.
Outwest Meat Company, a Nevada corporation
By: /s/ Xxxxxx X. Xxxxxxxx, XX
-------------------------------
Title: Treasurer
--------------------------
Accepted as of the date first
above written:
RS FUNDING INC.,
as the Company under the Servicing Agreement
By: /s/ Xxxxxx X. Xxxxxxxx, XX
----------------------------
Title: Treasurer
-----------------------
U.S. FOODSERVICE, INC.,
on its own behalf as the Servicer under the
Servicing Agreement and on behalf of the
Sub-Servicers thereunder
By: /s/ Xxxxxx X. Xxxxxxxx, XX
----------------------------
Title: Treasurer
-----------------------
THE CHASE MANHATTAN BANK,
not in its individual capacity, but solely
as Trustee under the Servicing Agreement
By: /s/ XxXxx Xxxxxxx
---------------------------
Title: Trust Officer
----------------------
ADDITIONAL SELLER/SERVICER SUPPLEMENT
SUPPLEMENT, dated December 31, 1998, to (i) the Receivables Sale
Agreement, dated as of November 15, 1996 (as amended, supplemented or otherwise
modified from time to time, the "Receivables Sale Agreement"), among the Sellers
--------------------------
from time to time party thereto (collectively, the "Sellers"), U.S. Foodservice,
-------
Inc., a Delaware corporation (in its individual capacity, f/k/a Xxxxxx-Xxxxxx,
Inc., "Foodservice"), as successor by merger to U.S.F. Distributors, Inc., f/k/a
-----------
US Foodservice, Inc., a Delaware corporation, in its capacity as servicer (the
"Servicer"), and RS Funding Inc., a Nevada corporation (the "Company") and (ii)
--------- -------
the Servicing Agreement, dated as of November 15, 1996 (as amended, supplemented
or otherwise modified from time to time, the "Servicing Agreement") among the
-------------------
Company, the Servicer, the Sub-Servicers from time to time party thereto and The
Chase Manhattan Bank, a New York banking corporation, as Trustee (the
"Trustee").
-------
W I T N E S S E T H:
WHEREAS, the Receivables Sale Agreement provides that any Subsidiary
of Foodservice, although not originally a Seller thereunder, may become a Seller
under the Receivables Sale Agreement, with (i) the consent of the Company and
(ii) the satisfaction of each of the conditions precedent set forth in Section
3.02 of the Receivables Sale Agreement (one of which is the delivery to the
Company of a supplement in substantially the form of this Supplement); and
WHEREAS, with respect to the Servicing Agreement, any Subsidiary of
Foodservice, although not originally a Sub-Servicer thereunder, may become a
Sub-Servicer under the Servicing Agreement, with (i) the consent of the Company,
(ii) delivery to the Company of a supplement in substantially the form of this
Supplement and (iii) the satisfaction of each of the conditions precedent set
forth in Section 3.02 of the Receivables Sale Agreement; and
WHEREAS, the undersigned was not an original Seller under the
Receivables Sale Agreement or an original Sub-Servicer under the Servicing
Agreement but now desires to become a Seller and a Sub-Servicer, respectively,
thereunder.
NOW, THEREFORE, the undersigned hereby agrees as follows:
1. The undersigned agrees to be bound by all of the provisions of the
Receivables Sale Agreement and the Servicing Agreement applicable to a Seller
and a Sub-Servicer, respectively, thereunder and agrees that it shall, on the
date this Supplement is accepted by the Company, become (a) in the case of the
Receivables Sale Agreement, a Seller and (b) in the case of the Servicing
Agreement, a Sub-Servicer, for all purposes of the Receivables Sale
Agreement and the Servicing Agreement, respectively, to the same extent as if
originally a party thereto.
2. Terms defined in the Receivables Sale Agreement and the Servicing
Agreement shall have their defined meanings when used herein.
3. This Supplement may be executed in any number of counterparts and
by different parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which when taken together
shall constitute one and the same agreement.
IN WITNESS WHEREOF, the undersigned has caused this Supplement to be
executed and delivered by a duly authorized officer on the date first above
written.
Xxxxxxxx'x Prime Meats & Provisions, Inc., a
Nevada corporation
By: /s/ Xxxxxx X. Xxxxxxxx, XX
-------------------------------
Title: Treasurer
--------------------------
Accepted as of the date first
above written:
RS FUNDING INC.,
as the Company under the Servicing Agreement
By: /s/ Xxxxxx X. Xxxxxxxx, XX
---------------------------
Title: Treasurer
----------------------
U.S. FOODSERVICE, INC.,
on its own behalf as the Servicer under the
Servicing Agreement and on behalf of the
Sub-Servicers thereunder
By: /s/ Xxxxxx X. Xxxxxxxx, XX
---------------------------
Title: Treasurer
----------------------
THE CHASE MANHATTAN BANK,
not in its individual capacity, but solely
as Trustee under the Servicing Agreement
By: /s/ XxXxx Xxxxxxx
---------------------------
Title: Trust Officer
----------------------
ADDITIONAL SELLER/SERVICER SUPPLEMENT
SUPPLEMENT, dated December 31, 1998, to (i) the Receivables Sale
Agreement, dated as of November 15, 1996 (as amended, supplemented or otherwise
modified from time to time, the "Receivables Sale Agreement"), among the Sellers
--------------------------
from time to time party thereto (collectively, the "Sellers"), U.S. Foodservice,
-------
Inc., a Delaware corporation (in its individual capacity, f/k/a Xxxxxx-Xxxxxx,
Inc., "Foodservice"), as successor by merger to U.S.F. Distributors, Inc., f/k/a
-----------
US Foodservice, Inc., a Delaware corporation, in its capacity as servicer (the
"Servicer"), and RS Funding Inc., a Nevada corporation (the "Company") and (ii)
-------- -------
the Servicing Agreement, dated as of November 15, 1996 (as amended, supplemented
or otherwise modified from time to time, the "Servicing Agreement") among the
-------------------
Company, the Servicer, the Sub-Servicers from time to time party thereto and The
Chase Manhattan Bank, a New York banking corporation, as Trustee (the
"Trustee").
-------
W I T N E S S E T H:
WHEREAS, the Receivables Sale Agreement provides that any Subsidiary
of Foodservice, although not originally a Seller thereunder, may become a Seller
under the Receivables Sale Agreement, with (i) the consent of the Company and
(ii) the satisfaction of each of the conditions precedent set forth in Section
3.02 of the Receivables Sale Agreement (one of which is the delivery to the
Company of a supplement in substantially the form of this Supplement); and
WHEREAS, with respect to the Servicing Agreement, any Subsidiary of
Foodservice, although not originally a Sub-Servicer thereunder, may become a
Sub-Servicer under the Servicing Agreement, with (i) the consent of the Company,
(ii) delivery to the Company of a supplement in substantially the form of this
Supplement and (iii) the satisfaction of each of the conditions precedent set
forth in Section 3.02 of the Receivables Sale Agreement; and
WHEREAS, the undersigned was not an original Seller under the
Receivables Sale Agreement or an original Sub-Servicer under the Servicing
Agreement but now desires to become a Seller and a Sub-Servicer, respectively,
thereunder.
NOW, THEREFORE, the undersigned hereby agrees as follows:
1. The undersigned agrees to be bound by all of the provisions of
the Receivables Sale Agreement and the Servicing Agreement applicable to a
Seller and a Sub-Servicer, respectively, thereunder and agrees that it shall, on
the date this Supplement is accepted by the Company, become (a) in the case of
the Receivables Sale Agreement, a Seller and (b) in the case of the Servicing
Agreement, a Sub-Servicer, for all purposes of the Receivables Sale
Agreement and the Servicing Agreement, respectively, to the same extent as if
originally a party thereto.
2. Terms defined in the Receivables Sale Agreement and the Servicing
Agreement shall have their defined meanings when used herein.
3. This Supplement may be executed in any number of counterparts and
by different parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which when taken together
shall constitute one and the same agreement.
IN WITNESS WHEREOF, the undersigned has caused this Supplement to be
executed and delivered by a duly authorized officer on the date first above
written.
Xxxxxx Food Service, Inc., an Ohio corporation
By: /s/ Xxxxxx X. Xxxxxxxx, XX
---------------------------------
Title: Treasurer
----------------------------
Accepted as of the date first
above written:
RS FUNDING INC.,
as the Company under the Servicing Agreement
By: /s/ Xxxxxx X. Xxxxxxxx, XX
---------------------------
Title: Treasurer
----------------------
U.S. FOODSERVICE, INC.,
on its own behalf as the Servicer under the
Servicing Agreement and on behalf of the
Sub-Servicers thereunder
By: /s/ Xxxxxx X. Xxxxxxxx, XX
---------------------------
Title: Treasurer
----------------------
THE CHASE MANHATTAN BANK,
not in its individual capacity, but solely
as Trustee under the Servicing Agreement
By: /s/ XxXxx Xxxxxxx
---------------------------
Title: Trust Officer
----------------------
ADDITIONAL SELLER/SERVICER SUPPLEMENT
SUPPLEMENT, dated December 31, 1998, to (i) the Receivables Sale
Agreement, dated as of November 15, 1996 (as amended, supplemented or otherwise
modified from time to time, the "Receivables Sale Agreement"), among the Sellers
--------------------------
from time to time party thereto (collectively, the "Sellers"), U.S. Foodservice,
-------
Inc., a Delaware corporation (in its individual capacity, f/k/a Xxxxxx-Xxxxxx,
Inc., "Foodservice"), as successor by merger to U.S.F. Distributors, Inc., f/k/a
-----------
US Foodservice, Inc., a Delaware corporation, in its capacity as servicer (the
"Servicer"), and RS Funding Inc., a Nevada corporation (the "Company") and (ii)
-------- -------
the Servicing Agreement, dated as of November 15, 1996 (as amended, supplemented
or otherwise modified from time to time, the "Servicing Agreement") among the
-------------------
Company, the Servicer, the Sub-Servicers from time to time party thereto and The
Chase Manhattan Bank, a New York banking corporation, as Trustee (the
"Trustee").
-------
W I T N E S S E T H:
WHEREAS, the Receivables Sale Agreement provides that any Subsidiary
of Foodservice, although not originally a Seller thereunder, may become a Seller
under the Receivables Sale Agreement, with (i) the consent of the Company and
(ii) the satisfaction of each of the conditions precedent set forth in Section
3.02 of the Receivables Sale Agreement (one of which is the delivery to the
Company of a supplement in substantially the form of this Supplement); and
WHEREAS, with respect to the Servicing Agreement, any Subsidiary of
Foodservice, although not originally a Sub-Servicer thereunder, may become a
Sub-Servicer under the Servicing Agreement, with (i) the consent of the Company,
(ii) delivery to the Company of a supplement in substantially the form of this
Supplement and (iii) the satisfaction of each of the conditions precedent set
forth in Section 3.02 of the Receivables Sale Agreement; and
WHEREAS, the undersigned was not an original Seller under the
Receivables Sale Agreement or an original Sub-Servicer under the Servicing
Agreement but now desires to become a Seller and a Sub-Servicer, respectively,
thereunder .
NOW, THEREFORE, the undersigned hereby agrees as follows:
1. The undersigned agrees to be bound by all of the provisions of
the Receivables Sale Agreement and the Servicing Agreement applicable to a
Seller and a Sub-Servicer, respectively, thereunder and agrees that it shall, on
the date this Supplement is accepted by the Company, become (a) in the case of
the Receivables Sale Agreement, a Seller and (b) in the case of the Servicing
Agreement, a Sub-Servicer, for all purposes of the Receivables Sale
Agreement and the Servicing Agreement, respectively, to the same extent as if
originally a party thereto.
2. Terms defined in the Receivables Sale Agreement and the Servicing
Agreement shall have their defined meanings when used herein.
3. This Supplement may be executed in any number of counterparts and
by different parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which when taken together
shall constitute one and the same agreement.
IN WITNESS WHEREOF, the undersigned has caused this Supplement to be
executed and delivered by a duly authorized officer on the date first above
written.
Xxxxxxxx Provisions, Inc., a Minnesota corporation
By: /s/ Xxxxxx X. Xxxxxxxx, XX
-------------------------------
Title: Treasurer
--------------------------
Accepted as of the date first
above written:
RS FUNDING INC.,
as the Company under the Servicing Agreement
By: /s/ Xxxxxx X. Xxxxxxxx, XX
---------------------------
Title: Treasurer
----------------------
U.S. FOODSERVICE, INC.,
on its own behalf as the Servicer under the
Servicing Agreement and on behalf of the
Sub-Servicers thereunder
By: /s/ Xxxxxx X. Xxxxxxxx, XX
---------------------------
Title: Treasurer
----------------------
THE CHASE MANHATTAN BANK,
not in its individual capacity, but solely
as Trustee under the Servicing Agreement
By: /s/ XxXxx Xxxxxxx
--------------------------
Title: Trust Officer
---------------------
ADDITIONAL SELLER/SERVICER SUPPLEMENT
SUPPLEMENT, dated December 31, 1998, to (i) the Receivables Sale
Agreement, dated as of November 15, 1996 (as amended, supplemented or otherwise
modified from time to time, the "Receivables Sale Agreement"), among the Sellers
--------------------------
from time to time party thereto (collectively, the "Sellers"), U.S. Foodservice,
-------
Inc., a Delaware corporation (in its individual capacity, f/k/a Xxxxxx-Xxxxxx,
Inc., "Foodservice"), as successor by merger to U.S.F. Distributors, Inc., f/k/a
-----------
US Foodservice, Inc., a Delaware corporation, in its capacity as servicer (the
"Servicer"), and RS Funding Inc., a Nevada corporation (the "Company") and (ii)
-------- -------
the Servicing Agreement, dated as of November 15, 1996 (as amended, supplemented
or otherwise modified from time to time, the "Servicing Agreement") among the
-------------------
Company, the Servicer, the Sub-Servicers from time to time party thereto and The
Chase Manhattan Bank, a New York banking corporation, as Trustee (the
"Trustee").
-------
W I T N E S S E T H:
WHEREAS, the Receivables Sale Agreement provides that any Subsidiary
of Foodservice, although not originally a Seller thereunder, may become a Seller
under the Receivables Sale Agreement, with (i) the consent of the Company and
(ii) the satisfaction of each of the conditions precedent set forth in Section
3.02 of the Receivables Sale Agreement (one of which is the delivery to the
Company of a supplement in substantially the form of this Supplement); and
WHEREAS, with respect to the Servicing Agreement, any Subsidiary of
Foodservice, although not originally a Sub-Servicer thereunder, may become a
Sub-Servicer under the Servicing Agreement, with (i) the consent of the Company,
(ii) delivery to the Company of a supplement in substantially the form of this
Supplement and (iii) the satisfaction of each of the conditions precedent set
forth in Section 3.02 of the Receivables Sale Agreement; and
WHEREAS, the undersigned was not an original Seller under the
Receivables Sale Agreement or an original Sub-Servicer under the Servicing
Agreement but now desires to become a Seller and a Sub-Servicer, respectively,
thereunder.
NOW, THEREFORE, the undersigned hereby agrees as follows:
1. The undersigned agrees to be bound by all of the provisions of
the Receivables Sale Agreement and the Servicing Agreement applicable to a
Seller and a Sub-Servicer, respectively, thereunder and agrees that it shall, on
the date this Supplement is accepted by the Company, become (a) in the case of
the Receivables Sale Agreement, a Seller and (b) in the case of the Servicing
Agreement, a Sub-Servicer, for all purposes of the Receivables Sale
Agreement and the Servicing Agreement, respectively, to the same extent as if
originally a party thereto.
2. Terms defined in the Receivables Sale Agreement and the Servicing
Agreement shall have their defined meanings when used herein.
3. This Supplement may be executed in any number of counterparts and
by different parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which when taken together
shall constitute one and the same agreement.
IN WITNESS WHEREOF, the undersigned has caused this Supplement to be
executed and delivered by a duly authorized officer on the date first above
written.
U.S. Foodservice-Knoxville L.P., a Tennessee
limited partnership
By: /s/ Xxxxxx X. Xxxxxxxx, XX
-------------------------------
Title: Treasurer
--------------------------
Accepted as of the date first
above written:
RS FUNDING INC.,
as the Company under the Servicing Agreement
By: /s/ Xxxxxx X. Xxxxxxxx, XX
----------------------------
Title: Treasurer
-----------------------
U.S. FOODSERVICE, INC.,
on its own behalf as the Servicer under the
Servicing Agreement and on behalf of the
Sub-Servicers thereunder
By: /s/ Xxxxxx X. Xxxxxxxx, XX
----------------------------
Title: Treasurer
-----------------------
THE CHASE MANHATTAN BANK,
not in its individual capacity, but solely
as Trustee under the Servicing Agreement
By: /s/ XxXxx Xxxxxxx
----------------------------
Title: Trust Officer
-----------------------
