Exhibit 10.2
SIXTH AMENDMENT TO THE
PURCHASE AND SALE AGREEMENT
This SIXTH AMENDMENT TO THE PURCHASE AND SALE AGREEMENT (this "Amendment"),
dated as of August 6, 2020 (such date, the "Sixth Amendment Effective Date"), is
entered into by and among the following parties:
i.DXC TECHNOLOGY COMPANY, as Servicer (the "Servicer");
ii.PDA SOFTWARE SERVICES 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 Tenth 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 Sixth 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:
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SECTION 1.Amendments to the Agreement. The Agreement is hereby amended as
follows:
(a)Schedule I of the Agreement is hereby replaced in its entirety with the
schedule attached hereto as Schedule I.
(b)Schedule II of the Agreement is hereby replaced in its entirety with the
schedule attached hereto as Schedule II.
(c)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 and Assumption of Exiting Originator's Obligations.
Effective immediately prior to the removal of the Exiting Originator as a party
to the Agreement pursuant to Section 2 above, the Exiting Originator hereby
delegates to the Remaining Originators, and the Remaining Originators hereby
assume all of the Exiting Originator's duties, obligations and liabilities, to
the extent if any, under the Agreement and each of the other Transaction
Documents.
SECTION 4.Cancellation of Subordinated Notes. The Exiting Originator represents
and warrants to the other parties hereto that it (a) currently holds the