EXHIBIT 10.5
AMENDMENT NO. 2 TO ANNEX X TO THE
AMENDED AND RESTATED RECEIVABLES TRANSFER AGREEMENT,
ORIGINALLY DATED AS OF MAY 17, 2001,
among
PARK AVENUE RECEIVABLES CORPORATION,
RTR FUNDING LLC,
as the Transferor,
iDINE REWARDS NETWORK INC.,
individually and as Servicer,
iDINE RESTAURANT GROUP INC.,
TRANSMEDIA SERVICE COMPANY INC.,
VARIOUS FINANCIAL INSTITUTIONS,
XXXXX XXXXX ASSOCIATES, LTD.,
as Back-up Servicer
and
JPMORGAN CHASE BANK,
as Funding Agent, Administrative Agent and Successor Servicer
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DATED AS OF JUNE 7 2002
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AMENDMENT NO. 2, dated as of June 7 2002
This AMENDMENT NO. 2 amends Annex X to the First Amended and Restated
Receivables Transfer Agreement, dated as of May 17, 2001 (as heretofore amended,
the "Receivables Transfer Agreement"), by and among RTR Funding LLC, as the
Transferor (the "Transferor"), iDine Rewards Network Inc., individually
("Rewards") and as the servicer (in such capacity, the "Servicer"), Xxxxx Xxxxx
Associates, Ltd, as back-up servicer (in such capacity, the "Back-up Servicer"),
Park Avenue Receivables Corporation ("PARCO") and Fairway Finance Corp.
("Fairway") as initial purchasers (Fairway and PARCO collectively, the "Initial
Purchasers"), JPMorgan Chase Bank, successor by merger to The Chase Manhattan
Bank ("JPMorgan"), and Bank of Montreal ("BMO") as APA Banks (JPMorgan and BMO
in such capacity, the "APA Banks"), JPMorgan and BMO Xxxxxxx Xxxxx Corp.
("BMONB"), as funding agents for the benefit of the APA Banks (JPMorgan and
BMONB in such capacity, the "Funding Agents") and JPMorgan as successor servicer
(in such capacity, the "Successor Servicer") and as administrative agent (in
such capacity, the "Administrative Agent").
WITNESSETH:
WHEREAS, the parties hereto wish to change the definition of "Change
of Control" found in Annex X to the Receivables Transfer Agreement as set forth
herein.
NOW, THEREFORE, the parties hereto hereby agree as follows: ARTICLE I
DEFINITIONS
SECTION 1.1 Definitions. For all purposes of this Amendment No. 2,
except as otherwise expressly provided herein or unless the context otherwise
requires, capitalized terms used herein shall have the meanings assigned to such
terms in Annex X to the Receivables Transfer Agreement, which is incorporated by
reference herein.
ARTICLE II
AMENDMENT
TO RECEIVABLES TRANSFER AGREEMENT
AND ANNEX X ATTACHED THERETO
SECTION 2.1 Definition of "Change of Control". Clause (iii) of the
definition of "Change of Control" found in Annex X to the Receivables Transfer
Agreement is hereby deleted in its entirety and the following is substituted in
its stead:
"(iii) Xxxx Affiliates collectively shall not have beneficial
ownership of at least fifteen percent (15%) of the Combined
Voting Power of all
Company Voting Securities, other than as a result of the
Company's issuance of Company Voting Securities either in a
rights offering to all Company shareholders, to third parties for
strategic business purposes or pursuant to another form of
capital financing; or"
ARTICLE III
MISCELLANEOUS
SECTION 3.1 Effectiveness This Amendment No. 2 shall become effective
on the date (the "Amendment Effective Date") when it shall have been executed by
the Transferor, Rewards, individually and as Servicer, the Sellers, the Back-up
Servicer, each of the Initial Purchasers, each of the APA Banks, the Funding
Agents, the Administrative Agent and the Successor Servicer.
SECTION 3.2 Execution in Counterparts. This Amendment No. 2 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 taken together shall constitute one and the same
agreement.
SECTION 3.3 Headings. Headings used in this Amendment No. 2 are for
convenience of reference only and shall not affect the construction of this
Amendment No. 2.
SECTION 3.4 Reaffirmation of Receivables Transfer Agreement. The
parties hereto agree and acknowledge that nothing contained in this Amendment
No. 2 in any manner or respect limits or terminates any of the provisions of the
Receivables Transfer Agreement other than as expressly set forth herein and
further agree and acknowledge that the Receivables Transfer Agreement remains
and continues in full force and effect and is hereby ratified and reaffirmed in
all respects. No delay on the part of the Initial Purchasers, the APA Banks, the
Administrative Agent or the Funding Agents in exercising any of their respective
rights, remedies, powers and privileges under the Receivables Transfer Agreement
or partial or single exercise thereof, shall constitute a waiver thereof. None
of the terms and conditions of this Amendment No. 2 may be changed, waived,
modified or varied in any manner, whatsoever, except in accordance with the
Receivables Transfer Agreement.
SECTION 3.5 Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
[Balance of page intentionally left blank. Signature pages follow.]
2
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No.
2 to be executed and delivered by their proper and duly authorized officers as
of the first date set forth above.
RTR FUNDING LLC, as Purchaser and Transferor
By __________________________________________
Printed Name: ____________________________
Title: ___________________________________
iDINE REWARDS NETWORK INC.,
individually, as a Seller and as Servicer
By: _________________________________________
Printed Name: ___________________________
Title: __________________________________
iDINE RESTAURANT GROUP INC.,
as a Seller
By: _________________________________________
Printed Name: ___________________________
Title: __________________________________
TRANSMEDIA SERVICE COMPANY INC., as a Seller
By: _________________________________________
Printed Name: ___________________________
Title: __________________________________
XXXXX XXXXX ASSOCIATES, LTD.,
as Back-up Servicer
By: _________________________________________
Printed Name: ___________________________
Title: __________________________________
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JPMORGAN CHASE BANK,
as an APA Bank
By: ____________________________________________
Printed Name: ______________________________
Title: _____________________________________
JPMORGAN CHASE BANK,
as Funding Agent
By: ____________________________________________
Printed Name: ______________________________
Title: _____________________________________
JPMORGAN CHASE BANK,
as Administrative Agent
By: ____________________________________________
Printed Name: ______________________________
Title: _____________________________________
JPMORGAN CHASE BANK,
as Successor Servicer
By: ____________________________________________
Printed Name: ______________________________
Title: _____________________________________
PARK AVENUE RECEIVABLES CORPORATION
By: ____________________________________________
Printed Name: ______________________________
Title: _____________________________________
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BANK OF MONTREAL,
as an APA Bank
By: ___________________________________________
Printed Name: _____________________________
Title: ____________________________________
BMO XXXXXXX XXXXX CORP., as Funding Agent
By: ___________________________________________
Printed Name: _____________________________
Title: ____________________________________
By: ___________________________________________
Printed Name: _____________________________
Title: ____________________________________
FAIRWAY FINANCE CORPORATION
By: ___________________________________________
Printed Name: _____________________________
Title: ____________________________________
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