Exhibit 10.2
FIFTH AMENDMENT TO THE
PURCHASE AND SALE AGREEMENT
This FIFTH AMENDMENT TO THE PURCHASE AND SALE AGREEMENT (this "Amendment"),
dated as of May 29, 2020 (such date, the "Fifth Amendment Effective Date"), is
entered into by and among the following parties:
(i)
DXC TECHNOLOGY COMPANY, as Servicer (the "Servicer");
(ii)
DXC MS LLC, as exiting Originator under the Agreement described below (the
"Exiting Originator");
(iii)
THE VARIOUS PARTIES LISTED ON THE SIGNATURE PAGES HERETO AS REMAINING
ORIGINATORS, as remaining Originators (collectively, the "Remaining Originators"
and each, a "Remaining Originator", and together with the Exiting Originator,
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 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 Ninth Amendment to the Receivables Purchase Agreement, dated as of the
date hereof (the "Receivables Purchase Agreement Amendment").
C.The Exiting Originator desires to no longer be party to the Agreement as an
Originator thereunder on the Fifth 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)
Article X of the Agreement is hereby amended by adding the following new
Section 10.15 to the end thereof:
10.15 Milano Facility Intercreditor Agreement. Each Originator that is or that
becomes a party hereto acknowledges and agrees that it (i) has received and
reviewed a copy of the Milano Facility Intercreditor Agreement, (ii) consents to
the Servicer's and the Buyer's entry into the Milano Facility Intercreditor
Agreement and (iii) will comply with the terms of the Milano Facility
Intercreditor Agreement.
(b)
Schedule I of the Agreement is hereby replaced in its entirety with the
schedule attached hereto as Schedule I.
(c)
Schedule II of the Agreement is hereby replaced in its entirety with the
schedule attached hereto as Schedule II.
(d)
Schedule III of the Agreement is hereby replaced in its entirety with the
schedule attached hereto as Schedule III.
SECTION 2.
Release of Exiting Originator. The parties hereto hereby agree
that upon the effectiveness of this Amendment, the Exiting Originator shall no
longer be a party to the Agreement or any other Transaction Document and shall
no longer have any obligations or rights thereunder (other than such obligations
which by their express terms survive termination of the Agreement or such other
Transaction Document).
SECTION 3.
Delegation