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Exhibit 10.2.5
AMENDMENT NO. 15
TO THE
FOURTH AMENDED AND RESTATED AGREEMENT FOR WHOLESALE FINANCING
This Amendment No. 15 to the Fourth Amended and Restated Agreement for Wholesale
Financing (this "Amendment") is made as of February 20, 1999 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. 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.
SECTION 2. MODIFICATION OF AGREEMENT
Effective on February 20, 1999, Section 1 of the Agreement is hereby
amended by deleting the second sentence after the title "Line of Credit" of
Section 1 in its entirety and substituting, in lieu thereof, the following:
"The amount of the Line of Credit shall be $475,000,000 on any day, of
which (x) not less than $10,500,000 shall be available for Xxxxxx Micro
Advances (as hereinafter defined) and (y) not more than 464,500,000 shall be
available for all other Advances (as hereinafter defined)."
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.
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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, offsets or defense.
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/ Xxxxxxx X. Xxxxxx By: /s/ Xxxx XxXxxxx
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Title: President Title: CEO
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Accepted and Agreed:
IBM CREDIT CORPORATION
By: /s/ Xxxxx Xxxxxx
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Title: Mgr. Global Custom Solutions
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