1
Exhibit 10.2.2
AMENDMENT NO. 12 TO THE
FOURTH AMENDED AND RESTATED AGREEMENT FOR WHOLESALE FINANCING
This Amendment No. 12 to the Fourth Amended and Restated Agreement for
Wholesale Financing (this "Amendment") is made as of February 23, 1998 by and
between ENTEX Information Services, Inc., a Delaware corporation ("Borrower")
and IBM Credit Corporation, a Delaware corporation ("IBM Credit").
RECITALS
A. Borrower and IBM Credit have entered into that certain Fourth
Amended and Restated Agreement for Wholesale Financing dated as of September
15, 1995 (as amended on September 19, 1995 and as further amended, supplemented
or otherwise modified from time to time, the "Agreement").
B. Borrower and IBM Credit have entered into that certain Quick Lease
Advances Agreement dated as of April 28, 1997 (as amended, supplemented or
otherwise modified from time to time, the "QLA Agreement").
C. The parties have agreed to modify the Agreement as more specifically
set forth below, upon and subject to the terms and conditions of this Amendment
as set forth herein.
AGREEMENT
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, Borrower and IBM Credit hereby agree as follows:
Section 1. Definitions. All capitalized terms not otherwise defined herein
shall have the respective meanings set forth in the Agreement and the QLA
Agreement and if there is a conflict between the Agreement and the QLA
Agreement in the definition of a term, the definition in the Agreement will
prevail.
Section 2. Modification of Agreement
A. Section 3.(c) of the Agreement is hereby amended by adding a
subsection "F" as follows:
"F. Eligible Invalid QLA Invoices
(i) Prior to February 23, 1998 0%
(ii) From February 23, 1998 through May 23, 1998 50%
(iii) From May 24, 1998 and thereafter 0%
Page 1 of 3
2
B. Section 12 of the Agreement is hereby amended by adding the following
definition in its proper alphabetical order:
"Eligible Invalid QLA Invoice" shall mean any QLA Invoice (as defined in
the QLA Agreement) against which a QLA Advance (as defined in the QLA
Agreement) was made and which has become an Invalid QLA Advance (as defined in
the QLA Agreement) solely pursuant to item "(ii)" within such definition of
Invalid QLA Advance provided such QLA Invoice meets all other criteria of an
Eligible Receivable (as defined in the Agreement) except for the requirement
that Eligible Receivables not remain unpaid more than 90 days from invoice date.
Section 3. Representations and Warranties. Borrower makes to IBM Credit the
following representations and warranties all of which are material and are made
to induce IBM Credit to enter into this Amendment.
Section 3.1 Accuracy and Completeness of Warranties and Representations. All
representations made by Borrower in the Agreement were true and accurate and
complete in every respect as of the date made, and, as amended by this
Amendment, all representations made by Borrower in the Agreement are true,
accurate and complete in every material respect as of the date hereof, and do
not fail to disclose any material fact necessary to make representations not
misleading.
Section 3.2 Violation of Other Agreements. The execution and delivery of
this Amendment and the performance and observance of the covenants to be
performed and observed hereunder do not violate or cause Borrower not to be in
compliance with the terms of any agreement to which Borrower is a party.
Section 3.3 Litigation. Except as has been disclosed by Borrower to IBM
Credit in writing, there is no litigation, proceeding, investigation or labor
dispute pending or threatened against Borrower, which if adversely determined,
would materially adversely affect Borrower's ability to perform Borrower's
obligations under the Agreement and the other documents, instruments and
agreements executed in connection therewith or pursuant hereto.
Section 3.4 Enforceability of Amendment. This Amendment has been duly
authorized, executed and delivered by Borrower and is enforceable against
Borrower in accordance with its terms.
Section 4. Ratification of Agreement. Except as specifically amended
hereby, all of the provisions of the Agreement shall remain unamended and in
full force and effect. Borrower hereby, ratifies, confirms and agrees that the
Agreement, as amended hereby, represents a valid and enforceable obligation of
Borrower, and is not subject to any claims, offset or defense.
page 2 of 3
3
Section 5. Governing Law. This Amendment shall be governed by and
interpreted in accordance with the laws of the State of New York.
Section 6. Counterparts. This Amendment may be executed in any number of
counterparts, each of which shall be an original and all of which shall
constitute one agreement.
IN WITNESS WHEREOF, this Amendment has been duly executed by the authorized
officers of the undersigned as of the day and year first above written.
ENTEX INFORMATION SERVICES, INC.
By: /s/
---------------------------------
Title:
------------------------------
Accepted and Agreed:
IBM CREDIT CORPORATION
By: /s/
---------------------------------
Title: Mgr. Global Strategic-
------------------------------
Account Marketing
page 3 of 3
