EXHIBIT 10.1
AMENDMENT #1 TO RECEIVABLES SALE AND CONTRIBUTION AGREEMENT
THIS AMENDMENT #1 TO RECEIVABLES SALE AND CONTRIBUTION AGREEMENT (this
"AMENDMENT"), dated as of January 31, 2003, is entered into by and among
ChoicePoint Services Inc., a Georgia corporation ("Services"), I.R.S.C., Inc.,
a California corporation (by Services, its successor-in-interest by merger),
Insurity, Inc., a Georgia corporation (f/k/a PRC Corporation), ChoicePoint
Business and Government Services Inc., a Georgia corporation, ChoicePoint
Direct Inc., an Illinois corporation (by ChoicePoint Precision Marketing Inc. a
Georgia corporation ("Precision Marketing"), its successor-in-interest by
merger), Statewide Data Services, Inc., a Florida corporation (by Precision
Marketing, its successor-in-interest by merger), ChoicePoint Public Records
Inc., a Georgia corporation, Patlex Corporation, a Pennsylvania corporation,
National Safety Alliance Incorporated, a Tennessee corporation, and BTi LP, a
Texas limited partnership (as successor to BTi Employee Screening Services
Inc., a Texas corporation), ChoicePoint Capital Inc., a Delaware corporation,
and consented to by ChoicePoint Financial Inc., a Delaware corporation
("BORROWER"), and SunTrust Capital Markets, Inc., a Tennessee corporation, as
agent and administrator for Lender (in such capacity, together with its
successor and assigns in such capacity, the "ADMINISTRATOR"), and pertains to
the Receivables Sale and Contribution Agreement among certain of the parties
hereto dated as of July 2, 2001 (the "EXISTING AGREEMENT"). Capitalized terms
used and not otherwise defined herein are used with the meanings attributed
thereto in the Existing Agreement.
BACKGROUND
WHEREAS, the Originators and the Buyer wish to amend the Existing
Agreement as hereinafter set forth; and
WHEREAS, each of the Borrower and the Administrator is willing to
agree to such amendments on the terms and subject to the conditions set forth
in this Amendment;
NOW, THEREFORE, in consideration of the promises and mutual agreements
herein contained, the parties hereto agree as follows:
1. AMENDMENTS.
1.1. All references in the Existing Agreement to "BTi
Employee Screening Services Inc., a Texas corporation" are hereby
replaced with "BTi LP, a Texas limited partnership," and all
references in the Existing Agreement to "PRC Corporation, a Georgia
corporation" are hereby replaced with "Insurity, Inc., a Georgia
corporation."
1.2. I.R.S.C., Inc., a California corporation, Patlex
Corporation, a Pennsylvania corporation, Statewide Data Services Inc.,
a Florida corporation and ChoicePoint Direct Inc., an Illinois
corporation are hereby deleted as Subsidiary Originators from the
Existing Agreement.
1.3. Exhibits II and III to the Existing Agreement are
hereby amended and restated in their entirety to read as set forth in
Annexes A and B to this Amendment.
2. CONTINUING EFFECT. Except as expressly amended above, the
Existing Agreement remains unaltered and in full force and effect and is hereby
ratified and confirmed.
3. CONDITIONS PRECEDENT. This Amendment shall become effective
as of the date first above written when counterparts hereof shall have been
duly executed and delivered by each of the parties hereto and consented to by
the Borrower and the Administrator.
4. EXPENSES. Borrower agrees to pay all reasonable costs and
expenses incurred by Lender and Administrator in connection with the
preparation, execution, delivery, administration and enforcement of, or any
breach of this Amendment, including without limitation the reasonable fees and
expenses of counsel.
5. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK (WITHOUT GIVING
EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF (OTHER THAN SECTION 5-1401 OF
THE NEW YORK GENERAL OBLIGATIONS LAW)).
6. 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 facsimile shall be effective as delivery of a manually executed
counterpart of this Amendment.
2
IN WITNESS WHEREOF, the parties have caused this Amendment to be
executed by their respective officers thereunto duly authorized, as of the date
first above written.
CHOICEPOINT SERVICES INC., INSURITY,
INC., CHOICEPOINT BUSINESS AND
GOVERNMENT SERVICES INC.,
CHOICEPOINT PUBLIC RECORDS INC.,
PATLEX CORPORATION, AND NATIONAL
SAFETY ALLIANCE INCORPORATED
By: /s/ Xxxxx X. Xxxxx
Name: Xxxxx X. Xxxxx
Title: Treasurer
I.R.S.C. INC.
BY: CHOICEPOINT SERVICES INC.,
ITS SUCCESSOR-IN-INTEREST BY MERGER
By: /s/ Xxxxx X. Xxxxx
Name: Xxxxx X. Xxxxx
Title: Treasurer
BTI L.P., AS SUCCESSOR-IN-INTEREST TO
BTI EMPLOYEE SCREENING SERVICES, INC.
BY: KNOWX LLC, ITS GENERAL PARTNER
By: /s/ Xxxxx X. Xxxxx
Name: Xxxxx X. Xxxxx
Title: Treasurer
CHOICEPOINT DIRECT INC., AND
STATEWIDE DATA SERVICES, INC.
BY: CHOICEPOINT PRECISION MARKETING
INC., SUCCESSOR-IN-INTEREST BY MERGER
TO EACH
By: /s/ Xxxxx X. Xxxxx
Name: Xxxxx X. Xxxxx
Title: Treasurer
CHOICEPOINT CAPITAL INC.
By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: Treasurer
BY ITS SIGNATURE BELOW, EACH OF THE UNDERSIGNED HEREBY CONSENTS TO THE
FOREGOING AMENDMENT:
SUNTRUST CAPITAL MARKETS, INC., AS
ADMINISTRATOR
By: /s/ R. Xxxx Xxxxxxx
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Name: R. Xxxx Xxxxxxx
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Title: Managing Director
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CHOICEPOINT FINANCIAL INC., AS BORROWER
By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
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Title: Treasurer
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