Exhibit 10.2


 


EXECUTION COPY


 


AMENDMENT NO. 2


Dated as of October 22, 2003


 


to


 


RECEIVABLES PURCHASE AGREEMENT


Dated as of October 27, 2000


 


THIS AMENDMENT
NO. 2 (the “Amendment”), dated as of October 22, 2003, is entered into
by and among LINCOLNSHIRE FUNDING, LLC, a Delaware limited liability company,
as Seller, STAPLES, INC., a Delaware corporation, as Servicer, CRC FUNDING,
LLC, a Delaware limited liability company formerly known as Corporate
Receivables 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 previously amended by that certain Amendment No. 1 dated
as of October 24, 2002 and as it may be hereafter amended, restated,
supplemented or otherwise modified from time to time, the “RPA”); and


 


WHEREAS, the
Conduit Purchaser has requested that the termination date under the Asset
Purchase Agreement be extended to April 22, 2004; and


 


WHEREAS, in
connection with such extension, the parties to the RPA would like to amend the
confidentiality provisions of the RPA to take into account certain changes in
laws;


 


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           Notwithstanding the prior Commitments
in effect under the RPA, concurrently with the effectiveness of this Amendment,
the “Commitments” of each of the Purchasers named above shall equal $70,000,000
subject to future reduction by reason of assignment pursuant to Section 9.04 of
the RPA or as such amount may be reduced in accordance with Section 2.01(b) of
the RPA.


 


1.2           Section 9.09 of the RPA is hereby
amended to add at the conclusion thereof the following:  “Notwithstanding the foregoing, each party
hereto may disclose to any and all persons, without limitation of any kind, the
U.S. tax treatment and U.S. tax structure of the transactions contemplated by
this Agreement and all


 

















 


materials of
any kind (including opinions or other tax analyses) that are provided to such
Person relating to such U.S. tax treatment and U.S. tax structure.”


 


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.


 


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.


 


2

















 


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/ Robert
  Mayerson

  	
   

  
	
   

  	
   

  	
  Name: Robert
  Mayerson

  	
   

  
	
   

  	
   

  	
  Title:
  President

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  STAPLES,
  INC.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John J.
  Mahoney

  	
   

  
	
   

  	
   

  	
  Name: John
  J. Mahoney

  	
   

  
	
   

  	
   

  	
  Title: Executive Vice President and

  Chief Administrative Officer

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  LLOYDS TSB
  BANK plc

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Tim Self

  	
   

  
	
   

  	
   

  	
  Name: Tim Self

  	
   

  
	
   

  	
   

  	
  Title: Vice
  President Structured Finance

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Peter
  Hart

  	
   

  
	
   

  	
   

  	
  Name: Peter
  Hart

  	
   

  
	
   

  	
   

  	
  Title:
  Assistant Director Structured Finance

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  CITIBANK,
  N.A.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard
  C. Simons

  	
   

  
	
   

  	
   

  	
  Name:
  Richard C. Simons

  	
   

  
	
   

  	
   

  	
  Title: Vice
  President

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  CITICORP
  NORTH AMERICA, INC., as Agent

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard
  C. Simons

  	
   

  
	
   

  	
   

  	
  Name:
  Richard C. Simons 

  	
   

  
	
   

  	
   

  	
  Title: Vice
  President

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  CRC FUNDING,
  LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Citicorp
  North America, Inc., as

  	
   

  
	
   

  	
   

  	
  Attorney-in-Fact

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard
  C. Simons 

  	
   

  
	
   

  	
   

  	
  Name:
  Richard C. Simons 

  	
   

  
	
   

  	
   

  	
  Title: Vice
  President

  	
   

  
										



 


Signature Page to
Amendment No. 2 to Receivables Purchase Agreement