EXHIBIT 10.01


 


AMENDMENT NO. 1 TO RECEIVABLES SALE AGREEMENT


AND


AMENDMENT NO. 11 TO RECEIVABLES PURCHASE
AGREEMENT


 


THIS AMENDMENT (this
“Amendment”) is entered into as of November 7, 2005, among Comdata
Funding Corporation, a Delaware corporation (“Funding”), Comdata Network, Inc.,
a Maryland corporation (the “Comdata”) (Comdata together with Funding,
the “Seller Parties” and each a “Seller Party”), each Financial
Institution party hereto (the “Financial Institutions”), Jupiter Securitization
Corporation (“Jupiter” and, together with the Financial Institutions,
the “Purchasers”), and JP Morgan Chase Bank, N.A.(successor by merger to
Bank One, NA (Main Office Chicago)), as agent for the Purchasers (the “Agent”).


 


RECITALS


 


Funding and Comdata
entered into that certain Receivables Sale Agreement, dated as of June 24,
2002 (the “Sale Agreement”).


 


Each of the parties
hereto entered into that certain Receivables Purchase Agreement, dated as of June 24,
2002, as amended by (i) Amendment No. 1 to Receivables Purchase
Agreement dated as of June 20, 2003, (ii) Amendment No. 2 to
Receivables Purchase Agreement dated as of June 17, 2004, (iii) Amendment
No. 3 to Receivables Purchase Agreement and Amendment No. 1 to
Performance Undertaking dated as of August 4, 2004, (iv) Amendment No. 4
to Receivables Purchase Agreement and Amendment No. 2 to Performance
Undertaking dated as of September 30, 2004, (v) Amendment No. 5
to Receivables Purchase Agreement and Amendment No. 3 to Performance
Undertaking dated as of November 9, 2004, (vi) Amendment No. 6
to Receivables Purchase Agreement and Amendment No. 4 to Performance
Undertaking dated as of December 31, 2004 (vii) Amendment No. 7
to Receivables Purchase Agreement and Amendment No. 5 to Performance
Undertaking dated as of January 14, 2005, (viii) Amendment No. 8
to Receivables Purchase Agreement and Amendment No. 6 to Performance
Undertaking dated as of March 31, 2005, (ix) Amendment No. 9 to
Receivables Purchase Agreement and Amendment No. 7 to Performance
Undertaking dated as of May 15, 2005 and (x) Amendment No. 10 to
Receivables Purchase Agreement dated as of June 16, 2005.  (as so amended and as further amended,
supplemented, restated or otherwise modified and in effect from time to time,
the “Purchase Agreement”).


 


Each Seller Party has requested an amendment to certain provisions of
the Sale Agreement and the Purchase Agreement; and, the Purchasers and the
Agent desire to make such amendment as more fully described herein.


 


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Subject to the terms and
conditions hereof, each of the parties hereto now desires to amend the Sale
Agreement and the Purchase Agreement as particularly described herein.


 


AGREEMENT


 


NOW, THEREFORE, in consideration of
the premises, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree
as follows:


 


Section 1.   Definitions Used Herein.  Capitalized terms used herein and not
otherwise defined herein shall have the respective meanings set forth for such
terms in, or incorporated by reference into, the Sale Agreement or the Purchase
Agreement, as applicable.


 


Section 2.   Amendments.  Subject to the terms and conditions
hereinafter set forth:


 


(a)   The definition of “Receivables” appearing in Exhibit I
to the Sale Agreement is hereby amended to add the following new sentence
immediately after the first sentence in such definition:


 


“Notwithstanding the foregoing, the term “Receivable”
shall not be deemed to include receivables arising in connection with the BP
program or Fuelman program, which receivables will be identified in the GEAC
Accounting System as having a collector code of BP 17, BP 18, BP 19, BP 20, BP
21, FC 22 and FC 23.”


 


(b)   The definition of “Receivables” appearing in Exhibit I
to the Purchase Agreement is hereby amended to add the following new sentence
immediately after the first sentence in such definition:


 


“Notwithstanding the foregoing, the term “Receivable”
shall not be deemed to include receivables arising in connection with the BP
program or Fuelman program, which receivables will be identified in the GEAC
Accounting System as having a collector code of BP 17, BP 18, BP 19, BP 20, BP
21, FC 22 and FC 23.”


 


(c)  Section 2.1(v), Identification of Receivables, of
the Sale Agreement is hereby amended to add the following new sentence at the
end of said Section:


 


“Originator has the ability to identify the
receivables arising in connection with the BP program and the Fuelman program
within 48 hours of receipt.”


 


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(d) Section 5.1(w), Identification of Receivables, of
the Purchase Agreement is hereby amended to add the following new sentence at
the end of said Section:


 


“Each Seller Party has the ability to
identify the receivables arising in connection with the BP program and the
Fuelman program within 48 hours of receipt.”


 


(e)  Section 4.1(i) of the Sale Agreement is hereby
amended to add the following new sentence at the end of said Section:


 


“The receivables arising in connection with
the BP program and the Fuelman program will not represent more than 2% of the
monthly receipts flowing through the Collection Account.


 


(f)  Section 7.1(j), Collections, of the Purchase
Agreement is hereby amended to add the following new sentence at the end of
said Section:


 


“The receivables arising in connection with
the BP program and the Fuelman program will not represent more than 2% of the
monthly receipts flowing through the Collection Account.”


 


Section 3.   Conditions to Effectiveness of Amendment.  This Amendment shall become effective as of
the date hereof, upon the satisfaction of the conditions precedent that:


 


(a)   Amendment.  The Agent shall have received, on or before
the date hereof, executed counterparts of this Amendment, duly executed by each
of the parties hereto.


 


(b)   Representations and Warranties.  As of the date hereof, both before and after
giving effect to this Amendment, all of the representations and warranties
contained in the Sale Agreement and the Purchase Agreement and in each other
Transaction Document shall be true and correct as though made on and as of the
date hereof (and by its execution hereof, each of Comdata and Funding shall be
deemed to have represented and warranted such).


 


(c)   No Amortization Event or Potential
Amortization Event.  As of the date
hereof, both before and after giving effect to this Amendment, no Amortization
Event or Potential Amortization Event shall have occurred and be continuing
(and by its execution hereof, each of Comdata and Funding shall be deemed to
have represented and warranted such).


 


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Section 4.     Miscellaneous.


 


(a)   Effect; Ratification.  The amendments set forth herein are effective
solely for the purposes set forth herein and shall be limited precisely as
written, and shall not be deemed to (i) be a consent to any amendment,
waiver or modification of any other term or condition of the Purchase Agreement
or any other Transaction Document, or of any other instrument or agreement
referred to therein or (ii) prejudice any right or remedy that the Agent
or any of the Purchasers may now have or may have in the future under or in
connection with the Purchase Agreement, as amended hereby, or any other instrument
or agreement referred to therein.  Each
reference in the Purchase Agreement to “this Agreement,” “herein,” “hereof” and
words of like import and each reference in the other Transaction Documents to
the Purchase Agreement or the “Receivable Purchase Agreement” or the “Purchase
Agreement” shall mean the Purchase Agreement as amended hereby.  This Amendment shall be construed in
connection with and as part of the Purchase Agreement and all terms,
conditions, representations, warranties, covenants and agreements set forth in
the Purchase Agreement and each other instrument or agreement referred to
therein, except as herein amended, are hereby ratified and confirmed and shall
remain in full force and effect.


 


(b)   Transaction Documents.  This Amendment is a Transaction Document
executed pursuant to the Sale Agreement and the Purchase Agreement and shall be
construed, administered and applied in accordance with the terms and provisions
thereof.


 


(c)   Costs, Fees and Expenses.  Comdata agrees to reimburse the Agent and
each Purchaser on demand for all costs, fees and expenses incurred in
connection with the preparation, execution and delivery of this Amendment
(including the reasonable fees and expenses of counsels to the Agent and/or the
Purchasers).


 


(d)   Counterparts.  This Amendment may be executed in any number
of counterparts, each such counterpart constituting an original and all of
which when taken together shall constitute one and the same instrument.


 


(e)   Severability.  Any provision contained in this Amendment
which is held to be inoperative, unenforceable or invalid in any jurisdiction
shall, as to that jurisdiction, be inoperative, unenforceable or invalid
without affecting the operation, enforceability or validity of the remaining
provisions of this Amendment in that jurisdiction or the operation,
enforceability or validity of such provision in any other jurisdiction.


 


(f)   GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS.


 


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(g)   WAIVER OF JURY TRIAL.  EACH PARTY HERETO HEREBY WAIVES TRIAL BY JURY
IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER
(WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF,
RELATED TO, OR CONNECTED WITH THIS AMENDMENT, ANY DOCUMENT EXECUTED BY ANY
SELLER PARTY PURSUANT TO THIS AMENDMENT OR THE RELATIONSHIP ESTABLISHED
HEREUNDER OR THEREUNDER.


 


 (Signature Page Follows)


 


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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed and delivered by their duly authorized officers as of the date hereof.


 


 


	
   

  	
  COMDATA FUNDING CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ J. Randall Pitman

  	
   

  
	
   

  	
  Name:

  	
  J. Randall Pitman

  
	
   

  	
  Title:

  	
  Senior Vice President and Controller

  
					



 


 


	
   

  	
  COMDATA NETWORK, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Lisa E. Peerman

  	
   

  
	
   

  	
  Name:

  	
  Lisa E. Peerman

  
	
   

  	
  Title:

  	
  Vice President and Deputy Chief Counsel

  
					



 


 


	
   

  	
  JUPITER SECURITIZATION CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ronald J. Atkins

  	
   

  
	
   

  	
  Name:

  	
  Ronald J. Atkins

  
	
   

  	
  Title:

  	
  Authorized Signatory

  
					



 


	
   

  	
  JPMORGAN CHASE BANK, N.A. (successor by merger to Bank One, NA (Main
  Office Chicago)), as Agent and as sole Financial Institution

  



 


 


	
   

  	
  By:

  	
  /s/ Ronald J. Atkins

  	
   

  
	
   

  	
  Name:

  	
  Ronald J. Atkins

  
	
   

  	
  Title:

  	
  Vice President

  
					



 


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