EXHIBIT 10.14
EXECUTION COPY
AMENDMENT NO. 1
Dated as of October 24, 2002
to
RECEIVABLES PURCHASE AGREEMENT
Dated as of October 27, 2000
THIS AMENDMENT NO. 1 (the "AMENDMENT"), dated as of October 24, 2002, is
entered into by and among LINCOLNSHIRE FUNDING, LLC, a Delaware limited
liability company, as Seller, STAPLES, INC., a Delaware corporation, as
Servicer, CORPORATE RECEIVABLES CORPORATION, a Delaware corporation, as
Conduit Purchaser, CITIBANK, N.A. and LLOYDS TSB BANK plc, as Committed
Purchasers, and CITICORP NORTH AMERICA, INC., a Delaware corporation, as
agent for the Purchasers (the "AGENT"). Capitalized terms not defined herein
shall have the meanings ascribed to such terms in the RPA described below.
WHEREAS, the Seller, the Servicer, the Conduit Purchaser, the Committed
Purchasers and the Agent have entered into that certain Receivables Purchase
Agreement dated as of October 27, 2000 (as amended, restated, supplemented or
otherwise modified from time to time, the "RPA"); and
WHEREAS, the RPA provides for a "Scheduled Termination Date" of October 25,
2001 as such date may be extended by the consent of the parties; and
WHEREAS, the parties previously consented to an extension of such date from
October 25, 2001 to October 24, 2002; and
WHEREAS, the Conduit Purchaser has requested that the termination date
under the Asset Purchase Agreement be extended to October 22, 2003 and the
Seller has requested that the Scheduled Termination Date be similarly extended;
and
WHEREAS, the parties to the RPA would like to amend the definition of
"Scheduled Termination Date" to take into account future extensions of such
dates;
NOW THEREFORE, in consideration of the foregoing and for other good and
valuable consideration receipt of which is hereby acknowledged, the parties
hereto agree as follows:
SECTION 1. AMENDMENT. Effective the date hereof and subject to the
satisfaction of the conditions precedent set forth in Section 2 hereof, the RPA
shall be amended as follows.
1.1 The definition of "Asset Purchase Agreement" is hereby amended to
delete the text thereof in its entirety and to substitute the following
therefor:
"'ASSET PURCHASE AGREEMENT' means (i) that certain Asset Purchase
Agreement dated as of August 14, 2001 among the Conduit Purchaser, the
Agent and the financial institutions party as "Purchasers" as the same
may be amended or otherwise modified from time to time or (ii) in the
event the foregoing agreement is terminated, any successor asset
purchase or other agreements pursuant to which the Conduit Purchaser
may from time to time assign part or all of its Receivables Interest,
as such agreements may be amended from time to time."
1.2 The definition of "Scheduled Termination Date" is hereby amended
to delete the text thereof in its entirety and to substitute the following
therefor:
"'SCHEDULED TERMINATION DATE' means, at any time, the "Purchase
Termination Date" then in effect under the Asset Purchase Agreement."
SECTION 2. CONDITIONS PRECEDENT. This Amendment shall become effective and
be deemed effective as of the date hereof upon receipt by the Agent of
counterparts of this Amendment executed by each of the parties hereto.
SECTION 3. REPRESENTATIONS AND WARRANTIES. Each of the parties hereto
hereby represents and warrants that this Amendment constitutes a legal, valid
and binding obligation of such party, enforceable against such party in
accordance with its terms.
SECTION 4. REFERENCE TO AND EFFECT ON THE RPA.
4.1 Upon the effectiveness of this Amendment, each reference in
the RPA to "this Agreement", "hereunder", "hereof", "herein" OR WORDS
of like import shall mean and be a reference to the RPA, as amended
hereby, and each reference to the RPA in any other document,
instrument or agreement executed and/or delivered in connection with
the RPA shall mean and be a reference to the RPA as amended hereby.
4.2 Except as specifically amended above, the RPA and all other
documents, instruments and agreements executed and/or delivered in
connection therewith shall remain in full force and effect and are
hereby ratified and confirmed.
4.3 The execution, delivery and effectiveness of this Amendment
shall not operate as a waiver of any right, power or remedy of any
Purchaser or the Agent under the RPA or any other document, instrument
or agreement executed in connection therewith, nor constitute a waiver
of any provision contained therein, except as specifically set forth
herein.
SECTION 5. EXECUTION IN COUNTERPARTS. This Amendment may be executed in
any number of 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. Delivery of an executed counterpart of a signature page to this
Amendment by telecopier shall be effective as delivery of a manually executed
counterpart of this Amendment.
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SECTION 6. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, INCLUDING
SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW BUT OTHERWISE WITHOUT GIVING
EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF.
SECTION 7. HEADINGS. Section headings in this Amendment are included herein
for convenience of reference only and shall not constitute a part of this
Amendment for any other purpose.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized, as of the date
first above written.
LINCOLNSHIRE FUNDING, LLC
By: /s/ Xxxxxxx Xxxxxxx
------------------------------------
Name: Xxxxxxx Xxxxxxx
Title: President
STAPLES, INC.
By: /s/ Xxxxx Xx Xxxxxx
------------------------------------
Name: Xxxxx Xx Xxxxxx
Title: V.P. Assistant Treasurer
LLOYDS TSB BANK plc
By: /s/ Xxxxxx Xxxxx
------------------------------------
Name: Xxxxxx Xxxxx
Title: Executive Officer
Structured Finance S011
By: /s/ Xxxxxxxx Xxxxx
------------------------------------
Name: Xxxxxxxx Xxxxx
Title: Assistant Vice President
Structured Finance W154
CITIBANK, N.A.
By: /s/ Xxxx X. Xxxxxxxx
------------------------------------
Name: Xxxx X. Xxxxxxxx
------------------------------------
Title: Director
CITICORP NORTH AMERICA, INC., as Agent
By: /s/ Xxxx X. Xxxxxxxx
------------------------------------
Name: Xxxx X. Xxxxxxxx
Title: Director
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CORPORATE RECEIVABLES CORPORATION
By: Citicorp North America, Inc., as
Attorney-in-Fact
By: /s/ Xxxx X. Xxxxxxxx
------------------------------------
Name: Xxxx X. Xxxxxxxx
Title: Director
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SIGNATURE PAGE TO AMENDMENT NO.1 TO RECEIVABLES PURCHASE AGREEMENT
