Exhibit 10.2
AMENDMENT NO. 4
Dated as of September 21,
2005
to
AMENDED AND RESTATED RECEIVABLES
PURCHASE AND SERVICING AGREEMENT
and
AMENDED AND RESTATED RECEIVABLES
TRANSFER AGREEMENT
Dated as of August 30,
2002
THIS AMENDMENT NO. 4 (this “
Amendment ”) is entered into as of September 21, 2005
by and among SYNNEX CORPORATION (f/k/a SYNNEX Information
Technologies, Inc.), a Delaware corporation (“ Synnex
” or the “ Originator ”), SIT FUNDING
CORPORATION, a Delaware corporation (“ SFC ”),
MANHATTAN ASSET FUNDING COMPANY LLC (“ Manhattan Asset
Funding ”), as a Conduit Purchaser, SUMITOMO MITSUI
BANKING CORPORATION (“ Sumitomo ”), as a
Committed Purchaser, SMBC SECURITIES, INC. (“ SMBC
”), as a Purchaser Agent, and GENERAL ELECTRIC CAPITAL
CORPORATION, a Delaware corporation (“ GE Capital
”), in its capacities as a committed purchaser and as
administrative agent (in such capacity, the “
Administrative Agent ”) under the Receivables Purchase
and Servicing Agreement referred to below. Capitalized terms used
in this Amendment which are not otherwise defined herein shall have
the meanings given such terms in Annex X to the Receivables
Purchase and Servicing Agreement.
RECITALS:
WHEREAS, the Originator and SFC are
parties to that certain Amended and Restated Receivables Transfer
Agreement, dated as of August 30, 2002 (as amended by that certain
Amendment No. 1, dated June 30, 2003, that certain Amendment No. 2,
dated December 30, 2003, and that certain Amendment No. 3, dated
December 13, 2004, the “ Receivables Transfer
Agreement ”);
WHEREAS, SFC, as seller, Synnex, as
servicer (the “ Servicer ”) and as Originator,
the other Originators, GE Capital, as the Administrative Agent and
as a Committed Purchaser, Manhattan Asset Funding as a Conduit
Purchaser, Sumitomo as a Committed Purchaser and SMBC as a
Purchaser Agent are parties to that certain Amended and Restated
Receivables Purchase and Servicing Agreement dated as of August 30,
2002 (as amended by that certain Amendment No. 1, dated June 30,
2003, that certain Amendment No. 2, dated December 30, 2003, and
that certain Amendment No. 3, dated December 13, 2004, the “
Receivables Purchase and Servicing Agreement
”);
WHEREAS, many of the defined terms
used in the Receivables Transfer Agreement and the Receivables
Purchase and Servicing Agreement are set forth in Annex X attached
thereto (“ Annex X ”);
WHEREAS, the parties hereto desire
to amend the Receivables Purchase and Servicing Agreement on the
terms set forth herein;
NOW, THEREFORE, in consideration of
the premises set forth above, the terms and conditions contained
herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Originator, SFC,
Manhattan Asset Funding, Sumitomo, SMBC and GE Capital hereby agree
as follows.
Section 1. Amendment to
Receivables Purchase and Servicing Agreement . As of the
Effective Date (as hereafter defined), and subject to the
satisfaction of the conditions precedent set forth in Section
3 hereof, the Receivables Purchase and Servicing Agreement is
hereby amended as follows:
1.1 Section 5.02(a) is hereby
amended by amending Annex 5.02(a) by deleting paragraph (d) in its
entirety and replacing it with the following: “Intentionally
Omitted”.
Section 2. Amendment to
Receivables Transfer Agreement . As of the Effective Date, and
subject to the satisfaction of the conditions precedent set forth
in Section 3 hereof, the Receivables Transfer Agreement is
hereby amended as follows:
2.1 Section 5.02(a) is hereby
amended by amending Annex 5.02(a) by deleting paragraph (d) in its
entirety and replacing it with the following: “Intentionally
Omitted”.
Section 3. Conditions of
Effectiveness of this Amendment . This Amendment shall become
effective as of the date hereof (the “ Effective Date
”) when, and only when:
3.1 the Administrative Agent shall
have received counterparts of this Amendment duly executed by each
of the parties hereto; and
3.2 Each of the following conditions
shall have been satisfied:
(a) each representation and warranty
by SFC contained in the Receivables Transfer Agreement, the
Receivables Purchase and Servicing Agreement (as amended hereby)
and in each other Related Document shall be true and correct as of
the date hereof, except to the extent that such representation or
warranty expressly relates solely to an earlier date;
(b) no Incipient Termination Event
or Termination Event hereu
