FOURTH AMENDMENT TO THE PURCHASE AND SALE AGREEMENT
Exhibit 10.1
FOURTH AMENDMENT TO THE
PURCHASE AND SALE AGREEMENT
PURCHASE AND SALE AGREEMENT
This FOURTH AMENDMENT TO THE PURCHASE AND SALE AGREEMENT (this “Amendment”), dated as of November 22, 2019 (such date, the “Fourth Amendment Effective Date”), is entered into by and among the following parties:
(i) | DXC TECHNOLOGY COMPANY, as Servicer (the “Servicer”); |
(ii) | THE VARIOUS PARTIES LISTED ON THE SIGNATURE PAGES HERETO AS EXISTING ORIGINATORS, as existing Originators under the Agreement described below (collectively, the “Existing Originators” and each, an “Existing Originator”); |
(iii) | THE VARIOUS PARTIES LISTED ON THE SIGNATURE PAGES HERETO AS NEW ORIGINATORS, as new Originators (collectively, the “New Originators” and each, a “New Originator”, and together with the Existing Originators, the “Originators”); and |
(iv) | DXC RECEIVABLES LLC (F/K/A CSC RECEIVABLES LLC), as Buyer under the Agreement described below (the “Buyer”). |
Capitalized terms used but not otherwise defined herein (including such terms used above) have the respective meanings assigned thereto in the Agreement described below.
BACKGROUND
A.The Existing Originators, the Servicer and the Buyer entered into that certain Purchase and Sale Agreement, dated as of December 21, 2016 (as amended, restated, supplemented or otherwise modified through the date hereof, the “Agreement”).
B.Concurrently herewith, the Servicer, the Buyer, as seller, the Committed Purchasers, the Group Agents and the Administrative Agent are entering into that certain Seventh Amendment to the Receivables Purchase Agreement, dated as of the date hereof (the “Receivables Purchase Agreement Amendment”).
C.Each of the New Originators desire to join the Agreement as Originator thereunder on the Fourth Amendment Effective Date.
D.The parties hereto desire to amend the Agreement as set forth herein.
NOW, THEREFORE, with the intention of being legally bound hereby, and in consideration of the mutual undertakings expressed herein, each party to this Amendment hereby agrees as follows:
SECTION 1. Amendments to the Agreement. The Agreement is hereby amended as follows:
(a) With respect to each New Originator, any reference in the Agreement to the “Closing Date” or “the date hereof” shall be deemed to be a reference to “November 22, 2019”.
(b) With respect to each New Originator, any reference in the Agreement to the “Cut-off Date” shall be deemed to be a reference to “November 21, 2019”.
(c) Schedule I of the Agreement is hereby replaced in its entirety with the schedule attached hereto as Schedule I.
(d) Schedule II of the Agreement is hereby replaced in its entirety with the schedule attached hereto as Schedule II.
(e) Schedule III of the Agreement is hereby replaced in its entirety with the schedule attached hereto as Schedule III.
SECTION 2. Joinder of New Originators. Each New Originator hereby agree that it shall be bound by all of the terms, conditions and provisions of, and shall be deemed to be a party to (as if it were an original signatory to), the Agreement and each of the other relevant Transaction Documents. From and after the later of the date hereof and the date that each New Originator has complied with all of the requirements of Section 4.3 of the Agreement, each New Originator shall be an Originator for all purposes of the Agreement and all other Transaction Documents. Each New Originator hereby acknowledges that it has received copies of the Agreement and the other Transaction Documents and that each of the Administrative Agent and each Group Agent hereby acknowledges that this Amendment shall be deemed to satisfy the requirements of Section 4.3(b) of the Agreement.
SECTION 3. Authorization to File Financing Statements. Upon the effectiveness of this Amendment, each of the New Originators and the Buyer hereby authorizes the Administrative Agent to file (at the expense of the Buyer) one or more UCC-1 financing statements in the form of Exhibit A hereto.
SECTION 4. Representations and Warranties of the Originators and Servicer. Each Originator and the Servicer hereby represent and warrant to each of the parties hereto as of the date hereof as follows:
(a)Representations and Warranties. The representations and warranties made by such Person in the Agreement and each of the other Transaction Documents to which it is a party are true and correct as of the date hereof (unless such representations or warranties relate to an earlier date, in which case as of such earlier date).
(b)Enforceability. The execution and delivery by it of this Amendment, and the performance of its obligations under this Amendment, the Agreement (as amended hereby) and the other Transaction Documents to which it is a party are within its organizational powers and have been duly authorized by all necessary action on its part, and this Amendment, the Agreement (as amended hereby) and the other Transaction Documents to which it is a party are (assuming due authorization and execution by the other parties thereto) its valid and legally binding obligations, enforceable in accordance with its terms, except (x) the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws from time to time in effect relating to creditors’ rights, and (y) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
(c)No Event of Default; No Purchase and Sale Termination Event. No Event of Termination, Unmatured Event of Termination, Non-Reinvestment Event, Unmatured Non-Reinvestment Event, Purchase and Sale Termination Event or Unmatured Purchase and Sale Termination Event has occurred and is continuing, or would occur as a result of this Amendment or the transactions contemplated hereby.
SECTION 5. Effect of Amendment; Ratification. All provisions of the Agreement and the other Transaction Documents, as expressly amended and modified by this Amendment, shall remain in full force and effect. After this Amendment becomes effective, all references in the Agreement (or in any other Transaction Document) to “this Purchase and Sale Agreement”, “this Agreement”, “hereof”, “herein” or words of similar effect referring to the Agreement shall be deemed to be references to the Agreement as amended by this Amendment. This Amendment shall not be deemed, either expressly or impliedly, to waive, amend or supplement any provision of the Agreement other than as set forth herein. The Agreement, as amended by this Amendment, is hereby ratified and confirmed in all respects.
SECTION 6. Effectiveness. This Amendment shall become effective as of the Fourth Amendment Effective Date upon (a) receipt by the Buyer and the Administrative Agent’s receipt of counterparts to this Amendment executed by each of the parties hereto, (b) the effectiveness of the Receivables Purchase Agreement Amendment and (c) a copy of a separate Subordinated Note in favor of each New Originator, duly executed by the Buyer.
SECTION 7. Severability. Any provisions of this Amendment which are prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
SECTION 8. Transaction Document. This Amendment shall be a Transaction Document for purposes of the Receivables Purchase Agreement.
SECTION 9. Counterparts. This Amendment may be executed in any number of counterparts and by different parties on separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute but one and the same instrument. Delivery of an executed counterpart of a signature page to this Amendment by facsimile or e-mail transmission shall be effective as delivery of a manually executed counterpart hereof.
SECTION 10. GOVERNING LAW AND JURISDICTION.
(a)THIS AMENDMENT, INCLUDING THE RIGHTS AND DUTIES OF THE PARTIES HERETO, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, BUT WITHOUT REGARD TO ANY OTHER CONFLICTS OF LAW PROVISIONS THEREOF).
(b)EACH PARTY HERETO HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY NEW YORK STATE OR FEDERAL COURT SITTING IN NEW YORK CITY, NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AMENDMENT, AND EACH PARTY HERETO HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT. THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT THEY MAY EFFECTIVELY DO SO, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING. THE PARTIES HERETO AGREE THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.
SECTION 11. Section Headings. The various headings of this Amendment are included for convenience only and shall not affect the meaning or interpretation of this Amendment, the Agreement or any provision hereof or thereof.
[SIGNATURE PAGES FOLLOW]
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.
DXC RECEIVABLES LLC,
as Buyer
By: /s/ H.C. Xxxxxxx Xxxx
Name: H.C. Xxxxxxx Xxxx
Title: President and Treasurer
DXC TECHNOLOGY COMPANY,
as Servicer
as Servicer
By: /s/ H.C. Xxxxxxx Xxxx
Name: H.C. Xxxxxxx Xxxx
Title: Senior Vice President, Treasury and Corporate Development
DXC TECHNOLOGY SERVICES LLC,
as an Existing Originator
as an Existing Originator
By: /s/ H.C. Xxxxxxx Xxxx
Name: H.C. Xxxxxxx Xxxx
Title: President and Treasurer
ALLIANCE-ONE SERVICES, INC.,
as an Existing Originator
as an Existing Originator
By: /s/ Xxxxxxx Xxxxxxx Xxxxxxxx
Name: Xxxxxxx Xxxxxxx Xxxxxxxx
Title: President
COMPUTER SCIENCES CORPORATION,
as an Existing Originator
as an Existing Originator
By: /s/ H.C. Xxxxxxx Xxxx
Name: H.C. Xxxxxxx Xxxx
Title: President and Treasurer
CSC CONSULTING, INC.,
as an Existing Originator
as an Existing Originator
By: /s/ H.C. Xxxxxxx Xxxx
Name: H.C. Xxxxxxx Xxxx
Title: President and Treasurer
CSC CYBERTEK CORPORATION,
as an Existing Originator
as an Existing Originator
By: /s/ H.C. Xxxxxxx Xxxx
Name: H.C. Xxxxxxx Xxxx
Title: President and Treasurer
MYND CORPORATION,
as an Existing Originator
as an Existing Originator
By: /s/ H.C. Xxxxxxx Xxxx
Name: H.C. Xxxxxxx Xxxx
Title: President and Treasurer
PDA SOFTWARE SERVICES LLC,
as an Existing Originator
as an Existing Originator
By: /s/ H.C. Xxxxxxx Xxxx
Name: H.C. Xxxxxxx Xxxx
Title: President and Treasurer
CSC PUERTO RICO, LLC,
as a New Originator
as a New Originator
By: /s/ H.C. Xxxxxxx Xxxx
Name: H.C. Xxxxxxx Xxxx
Title: President and Treasurer
CSC COVANSYS CORPORATION,
as a New Originator
as a New Originator
By: /s/ H.C. Xxxxxxx Xxxx
Name: H.C. Xxxxxxx Xxxx
Title: President and Treasurer
TRIBRIDGE HOLDINGS, LLC,
as a New Originator
as a New Originator
By: /s/ H.C. Xxxxxxx Xxxx
Name: H.C. Xxxxxxx Xxxx
Title: President and Treasurer
Acknowledged by:
PNC BANK, NATIONAL ASSOCIATION
as Administrative Agent
as Administrative Agent
By: /s/ Xxxxxxxxxxx Xxxxxx
Name: Xxxxxxxxxxx Xxxxxx
Title: Senior Vice President
PNC BANK, NATIONAL ASSOCIATION,
as Group Agent for its Purchaser Group
as Group Agent for its Purchaser Group
By: /s/ Xxxxxxxxxxx Xxxxxx
Name: Xxxxxxxxxxx Xxxxxx
Title: Senior Vice President
XXXXX FARGO, NATIONAL ASSOCIATION,
as Group Agent for its Purchaser Group
as Group Agent for its Purchaser Group
By: /s/ Xxxx Xxxx
Name: Xxxx Xxxx
Title: Managing Director
MUFG BANK, LTD.,
as Group Agent for its Purchaser Group
as Group Agent for its Purchaser Group
By: /s/ Xxxx Xxxxxxxx
Name: Xxxx Xxxxxxxx
Title: Managing Director
FIFTH THIRD BANK, NATIONAL ASSOCIATION
as Group Agent for its Purchaser Group
By: /s/ Xxxxxxx Xxxxxxx
Name: Xxxxxxx Xxxxxxx
Title: AVP
Title: AVP
MIZUHO BANK, LTD.,
as Group Agent for its Purchaser Group
By: /s/ Xxxxxxx X. Xxxxx
Name: Xxxxxxx X. Xxxxx
Title: Managing Director
Title: Managing Director
THE TORONTO DOMINION BANK,
as Group Agent for its Purchaser Group
By: /s/ Xxxx Xxxxxx
Name: Xxxx Xxxxxx
Title: Managing Director
Title: Managing Director
Schedule I
LIST AND LOCATION OF EACH ORIGINATOR
Schedule II
LOCATION OF BOOKS AND RECORDS OF ORIGINATORS
Schedule III
TRADE NAMES
Exhibit A
[UCC-1 Financing Statements to be filed]
US_ACTIVE-150380291.2 | 1 |
