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Ferguson plc – ‘10-Q’ for 1/31/23 – ‘EX-10.2’

On:  Wednesday, 3/8/23, at 4:16pm ET   ·   For:  1/31/23   ·   Accession #:  1832433-23-20   ·   File #:  1-40066

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  As Of               Filer                 Filing    For·On·As Docs:Size

 3/08/23  Ferguson plc                      10-Q        1/31/23   75:6.8M

Quarterly Report   —   Form 10-Q

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML   1.39M 
 2: EX-10.1     Material Contract                                   HTML     83K 
 3: EX-10.2     Material Contract                                   HTML     61K 
 4: EX-31.1     Certification -- §302 - SOA'02                      HTML     26K 
 5: EX-31.2     Certification -- §302 - SOA'02                      HTML     26K 
 6: EX-32.1     Certification -- §906 - SOA'02                      HTML     23K 
 7: EX-32.2     Certification -- §906 - SOA'02                      HTML     23K 
13: R1          Cover                                               HTML     74K 
14: R2          Condensed Consolidated Statements of Earnings       HTML    126K 
                (Unaudited)                                                      
15: R3          Condensed Consolidated Statements of Comprehensive  HTML     47K 
                Income (Unaudited)                                               
16: R4          Condensed Consolidated Statements of Comprehensive  HTML     23K 
                Income (Unaudited) (Parenthetical)                               
17: R5          Condensed Consolidated Balance Sheets (Unaudited)   HTML    133K 
18: R6          Condensed Consolidated Balance Sheets (Unaudited)   HTML     35K 
                (Parenthetical)                                                  
19: R7          Condensed Consolidated Statements of Shareholders?  HTML     79K 
                Equity (Unaudited)                                               
20: R8          Condensed Consolidated Statements of Shareholders?  HTML     23K 
                Equity (Unaudited) (Parenthetical)                               
21: R9          Condensed Consolidated Statements of Cash Flows     HTML    119K 
                (Unaudited)                                                      
22: R10         Summary of significant accounting policies          HTML     36K 
23: R11         Revenue and segment information                     HTML     75K 
24: R12         Earnings per share                                  HTML     54K 
25: R13         Income tax                                          HTML     32K 
26: R14         Debt                                                HTML     56K 
27: R15         Assets and liabilities at fair value                HTML     32K 
28: R16         Commitment and contingencies                        HTML     24K 
29: R17         Accumulated other comprehensive loss                HTML     62K 
30: R18         Retirement benefit obligations                      HTML     37K 
31: R19         Shareholders? equity                                HTML     57K 
32: R20         Share-based compensation                            HTML     47K 
33: R21         Acquisitions                                        HTML     53K 
34: R22         Related party transactions                          HTML     24K 
35: R23         Summary of significant accounting policies          HTML     44K 
                (Policies)                                                       
36: R24         Summary of significant accounting policies          HTML     27K 
                (Tables)                                                         
37: R25         Revenue and segment information (Tables)            HTML     69K 
38: R26         Earnings per share (Tables)                         HTML     53K 
39: R27         Income tax (Tables)                                 HTML     28K 
40: R28         Debt (Tables)                                       HTML     42K 
41: R29         Assets and liabilities at fair value (Tables)       HTML     30K 
42: R30         Accumulated other comprehensive loss (Tables)       HTML     64K 
43: R31         Retirement benefit obligations (Tables)             HTML     33K 
44: R32         Shareholders? equity (Tables)                       HTML     51K 
45: R33         Share-based compensation (Tables)                   HTML     44K 
46: R34         Acquisitions (Tables)                               HTML     51K 
47: R35         Summary of significant accounting policies - Cash   HTML     30K 
                and Cash Equivalents (Details)                                   
48: R36         Revenue and segment information - Narrative         HTML     22K 
                (Details)                                                        
49: R37         Revenue and segment information - Items not         HTML     58K 
                Allocated (Details)                                              
50: R38         Revenue and segment information - Disaggregation    HTML     46K 
                of Net Sales (Details)                                           
51: R39         Earnings per share (Details)                        HTML     86K 
52: R40         Income tax - Schedule of Effective Income Tax Rate  HTML     23K 
                (Details)                                                        
53: R41         Debt - Schedule of Debt (Details)                   HTML     69K 
54: R42         Debt - Narrative (Details)                          HTML     81K 
55: R43         Assets and liabilities at fair value - Narrative    HTML     22K 
                (Details)                                                        
56: R44         Assets and liabilities at fair value -Debt          HTML     31K 
                Measured at Fair Value (Details)                                 
57: R45         Accumulated other comprehensive loss - Change in    HTML     48K 
                AOCI (Details)                                                   
58: R46         Accumulated other comprehensive loss -              HTML     44K 
                Reclassification Out of AOCI (Details)                           
59: R47         Retirement benefit obligations - Net Periodic Cost  HTML     34K 
                (Details)                                                        
60: R48         Shareholders? equity - Summary of Share Activity    HTML     52K 
                (Details)                                                        
61: R49         Shareholders? equity - Narrative (Details)          HTML     33K 
62: R50         Share-based compensation - Narrative (Details)      HTML     37K 
63: R51         Share-based compensation - Summary of Awards        HTML     59K 
                (Details)                                                        
64: R52         Share-based compensation - Summary of Time Vested,  HTML     28K 
                Performance Vested and Long-Term Incentive Awards                
                (Details)                                                        
65: R53         Share-based compensation - Schedule of Expense      HTML     25K 
                (Details)                                                        
66: R54         Acquisitions - Businesses Acquired (Details)        HTML     33K 
67: R55         Acquisitions - Schedule of Assets and Liabilities   HTML     57K 
                Acquired (Details)                                               
68: R56         Acquisitions - Narrative (Details)                  HTML     34K 
69: R57         Acquisitions - Net Cash Outflow (Details)           HTML     31K 
70: R58         Related party transactions (Details)                HTML     24K 
73: XML         IDEA XML File -- Filing Summary                      XML    129K 
71: XML         XBRL Instance -- ferg-20230131_htm                   XML   1.62M 
72: EXCEL       IDEA Workbook of Financial Reports                  XLSX    111K 
 9: EX-101.CAL  XBRL Calculations -- ferg-20230131_cal               XML    178K 
10: EX-101.DEF  XBRL Definitions -- ferg-20230131_def                XML    362K 
11: EX-101.LAB  XBRL Labels -- ferg-20230131_lab                     XML   1.17M 
12: EX-101.PRE  XBRL Presentations -- ferg-20230131_pre              XML    703K 
 8: EX-101.SCH  XBRL Schema -- ferg-20230131                         XSD    129K 
74: JSON        XBRL Instance as JSON Data -- MetaLinks              362±   553K 
75: ZIP         XBRL Zipped Folder -- 0001832433-23-000020-xbrl      Zip    465K

‘EX-10.2’   —   Material Contract

This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]

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Exhibit 10.2
Execution Copy
OMNIBUS AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT
AND PURCHASE AND CONTRIBUTION AGREEMENT
(Ferguson Receivables, LLC)
This Omnibus Amendment (this “Amendment”) is entered into by the undersigned parties as of February 10, 2023, and amends the Receivables Purchase Agreement dated as of July 31, 2013, as previously amended, restated, supplemented or modified through the date hereof (the “Receivables Purchase Agreement”), among FERGUSON RECEIVABLES, LLC, a Delaware limited liability company (the “Seller”), FERGUSON ENTERPRISES, LLC (formerly Ferguson Enterprises, Inc.), a Virginia limited liability company (the “Servicer”), the Originators party thereto from time to time, the Conduit Purchasers listed on Schedule I thereto from time to time, the Committed Purchasers listed on Schedule I thereto from time to time, the LC Banks listed on Schedule III thereto from time to time, the Facility Agents listed on Schedule I thereto from time to time, ROYAL BANK OF CANADA, as the administrative agent (in such capacity, the “Administrative Agent”) and FERGUSON PLC (formerly Wolseley plc), a company incorporated in Jersey and having registration number 128484 (the “Parent”) and the Purchase and Contribution Agreement dated as of July 31, 2013, as previously amended, restated, supplemented or modified through the date hereof (the “Purchase and Contribution Agreement”), between the Seller, Ferguson and the other Originators.
Preliminary Statements
A.The Seller has requested a temporary increase in the permissible 3-month rolling average Delinquency Ratio, and the Facility Agents are willing to grant such request.
B.The Seller and the Servicer have also notified the Administrative Agent and the Facility Agents of changes to the Depositary Accounts and a related Lockbox and have previously obtained, and are currently requesting, the Administrative Agent’s consent to such changes, and the Administrative Agent is willing to evidence, or give, such consent, as applicable.
C.The parties to the Receivables Purchase Agreement and the Purchase and Contribution Agreement desire to enter into this Amendment to evidence their agreement and consent, as applicable, to the foregoing requests.
Defined Terms; References.
Unless otherwise defined in this Amendment, each capitalized term used but not otherwise defined herein has the meaning given such term in, or by reference in, the Receivables Purchase Agreement, as amended by this Amendment. The Receivables Purchase Agreement and the Purchase and Contribution Agreement are sometimes collectively referred to herein as the “Amendment Documents”. Unless the context of this Amendment otherwise clearly requires, references to the plural include the singular, references to the part include the whole and the words “include”, “including” and “includes” shall be deemed to be followed by “without limitation”. Each reference to “hereof”, “hereunder”, “herein” and “hereby”, and similar terms


in this Amendment refer to this Amendment as a whole and not to any particular provision of this Amendment. All references to an Amendment Document in any other document or instrument shall be deemed to mean the applicable Amendment Document, as amended by this Amendment. This Amendment shall not constitute a novation of either Amendment Document, but shall constitute an amendment to each of them. The parties hereto agree to be bound by the terms and obligations of the Amendment Documents, as amended by this Amendment.

Now, Therefore, in consideration of the premises set forth above, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
I.AMENDMENTS TO RECEIVABLES PURCHASE AGREEMENT
Effective as of the Amendment Effective Date (as defined in Section 4.1 below), the Receivables Purchase Agreement is amended as follows:
    1.1    Amendment of Termination Event Relating to Delinquency Ratio.     The Termination Event specified in Section 8.01(k) of the Receivables Purchase Agreement is hereby deleted in its entirety and replaced with the following:
(k)    3-month rolling average Delinquency Ratio exceeds (i) for each Calculation Period occurring during the period beginning on January 1, 2023 and ending on June 30, 2023, 8.00% and (ii) for each Calculation Period thereafter, 6.50%;
    1.2    Changes of Depositary Accounts and Related Lockbox; Amendment of Schedule II. In accordance with the provisions of Section 4.10(g) of the Receivables Purchase Agreement, the Seller (i) on December 16, 2022, notified the Administrative Agent and the Facility Agents of the addition of a new Depositary Account (Account # 4451748603, the “New Account”) at Bank of America, N.A. (“BofA”) into which Collections of Receivables are being transferred and (ii) hereby notifies the Administrative Agent and the Facility Agents of the closure of a Depositary Account (Account # 4451312424) and related Lockbox (Atlanta, GA LB#744858)) at BofA, into which Collections of Receivables have previously been transferred. The Depositary Account specified in clause (i) of the preceding have been added to the Blocked Account Agreement dated as of July 31, 2013, as amended, among the Seller, the Servicer, BofA, as Depositary Bank, and the Administrative Agent, as Secured Party (the “BofA DACA”) and the Depositary Account and Lockbox specified in clause (ii) of the preceding sentence have been deleted from the BofA DACA. The Administrative Agent hereby ratifies its consent to the addition of the New Account and consents to the closure of the above-specified Depositary Account and related Lockbox and the amendments to the BofA DACA reflecting such changes. Schedule II to the Receivables Purchase Agreement (Schedule of Depositary Banks, Accounts and Lockboxes) is hereby amended by deleting it in its entirety and replacing it with Attachment I hereto.


II.AMENDMENTS TO PURCHASE AND CONTRIBUTION AGREEMENT
Effective as of the Amendment Effective Date (as defined in Section 4.1 below), the Purchase and Contribution Agreement is amended as follows:
2.1    Changes of Depositary Accounts and Related Lockbox; Amendment of Schedule II. Pursuant to this Amendment, the Administrative Agent has ratified its consent to the addition of the New Account held at BofA, into which Collections are being transferred and has consented to the closure of a Depositary Account and related Lockbox held at BofA, into which Collections of Receivables have previously been transferred. Such New Account has been added to the BofA DACA and such closed Depositary Account (Account # 4451312424) and related Lockbox (Atlanta, GA LB#744858) have been deleted from the BofA DACA. The Administrative Agent hereby ratifies its consent to the addition of the New Account and consents to the closure of the above-specified Depositary Account and related Lockbox and the amendments to the BofA DACA reflecting such changes. Schedule II to the Purchase and Contribution Agreement (Schedule of Depositary Banks, Accounts and Lockboxes) is hereby amended by deleting it in its entirety and replacing it with Attachment I hereto.
The foregoing amendments to the Purchase and Contribution Agreement constitute the seventh amendment to the Purchase and Contribution Agreement.
III.REPRESENTATIONS AND WARRANTIES
3.1    In order to induce the Seller, the Facility Agents, the Purchasers and the Administrative Agent to execute, deliver and perform this Amendment, each of the Seller, the Servicer, the Originators and the Parent, as to itself (and, if so specified, its Subsidiaries) hereby represents and warrants to the other parties to this Amendment as of the Amendment Effective Date that:
    (a)    prior to and immediately after giving effect to this Amendment, the representations and warranties of such Person (other than those representations and warranties that were made only on and as of a specified date and then as of such specified date) set forth in the Receivables Purchase Agreement and the Purchase and Contribution Agreement are true and correct in all material respects;
    (b)    this Amendment has been duly authorized, executed and delivered by such Person and constitutes a legal, valid and binding obligation of such Person enforceable in accordance with its terms (subject to usual and customary bankruptcy exceptions); and
    (c)    prior to and immediately after giving effect to this Amendment, no Termination Event or Potential Termination Event exists on and as of the date hereof.
IV.    CONDITIONS TO EFFECTIVENESS
4.1    The effectiveness of this Amendment shall occur on the date (the “Amendment Effective Date”) when the Administrative Agent and the Facility Agents shall have received (i)


duly executed counterparts of this Amendment from each party hereto and (ii) an executed counterpart of the amended BofA DACA referenced in Sections 1.2 and 2.1 of this Amendment.
V.     AFFIRMATION OF RATIFICATION
    5.1    The Parent hereby (a) agrees and acknowledges that the execution, delivery, and performance of this Amendment shall not in any way release, diminish, impair, reduce, or, except as expressly stated herein, otherwise affect its obligations under the Transaction Documents to which it is a party, which Transactions Documents shall remain in full force and effect, (b) ratifies and affirms its obligations under the Receivables Purchase Agreement as amended hereby and the other Transaction Documents to which it is a party, and (c) acknowledges, renews and extends its continued liability under the Receivables Purchase Agreement as amended hereby and the other Transaction Documents to which it is a party.
VI.    MISCELLANEOUS
    6.1    Article and Section headings used herein are for convenience of reference only, are not part of this Amendment and shall not affect the construction of, or be taken into consideration in interpreting, this Amendment. Except as expressly amended hereby, each Amendment Document remains in full force and effect in accordance with its terms and this Amendment shall not by implication or otherwise alter, modify, amend or in any way affect any of the other terms, conditions, obligations, covenants or agreements contained in the Amendment Documents, all of which are ratified and affirmed in all respects and shall continue in full force and effect.
6.2     This Amendment and the rights and obligations of the parties under this Amendment shall be governed by and construed in accordance with the laws of the State of New York. The provisions of Section 11.17 (Governing Law; Submission to Jurisdiction) of the Receivables Purchase Agreement are hereby incorporated by reference.
    6.3. This Amendment may be executed by one or more of the parties to this Amendment on any number of separate counterparts and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Pursuant to Section 11.18 of the Receivables Purchase Agreement, delivery of an Electronic Signature shall be valid and binding to the same extent as a manual, original signature and shall constitute the legal, valid and binding obligation enforceable against such party in accordance with the term herein to the same extent as if manually executed original signature. The parties acknowledge and agree that they may execute this Amendment and any Transaction Document and any variation or amendment to the same, by Electronic Signature. For the purposes of using an Electronic Signature, the parties authorize each other to the lawful processing of personal data of the signers for contract performance and their legitimate interests including contract management.


[Signatures Follow]





IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their duly authorized officers, all as of the day and year first above written.
    FERGUSON RECEIVABLES, LLC, as Seller

    
    By: /s/ Brenda L. Crowder    
    Name: Brenda L. Crowder
    Title: Treasurer


FERGUSON ENTERPRISES, LLC, as an
Originator and Servicer



    By: /s/ Brenda L. Crowder    
    Name: Brenda L. Crowder
    Title: Assistant Treasurer



FERGUSON FIRE & FABRICATION, INC., as an Originator


By: /s/ Brenda L. Crowder    
    Name: Brenda L. Crowder
    Title: Assistant Treasurer









DBS HOLDINGS, INC., as an Originator


By: /s/ Brenda L. Crowder    
    Name: Brenda L. Crowder
    Title: Assistant Treasurer


HP PRODUCTS CORPORATION, as an Originator


By: /s/ Brenda L. Crowder    
    Name: Brenda L. Crowder
    Title: Assistant Treasurer


ENERGY & PROCESS CORPORATION, as an Originator


By: /s/ Brenda L. Crowder    
    Name: Brenda L. Crowder
        Title: Assistant Treasurer





FERGUSON PLC, as Parent


By: /s/ William S. Brundage    
    Name: William S. Brundage
    Title: Chief Financial Officer





    ROYAL BANK OF CANADA, as a Committed Purchaser, a Facility Agent and Administrative Agent


    By: /s/ Veronica L. Gallagher    
    Name: Veronica L. Gallagher
        Title: Authorized Signatory


THUNDER BAY FUNDING, LLC, as a Conduit Purchaser
By: Royal Bank of Canada, is Attorney-in-Fact


        
    By: /s/ Veronica L. Gallagher    
    Name: Veronica L. Gallagher
    Title: Authorized Signatory








TRUIST BANK, as a Committed Purchaser and a Facility Agent


    By: /s/ Jason Meyer    
    Name: Jason Meyer
    Title: Managing Director








GTA FUNDING LLC, as a Conduit Purchaser


By: /s/ Kevin J. Corrigan    
    Name: Kevin J. Corrigan
    Title: Vice President


RELIANT TRUST, as a Conduit Purchaser
By: Computershare Trust Company of Canada, in its capacity as trustee of Reliant Trust, by its U.S. Financial Services Agent,
    The Toronto-Dominion Bank


By: /s/ Luna Mills    
    Name: Luna Mills
    Title: Managing Director


THE TORONTO-DOMINION BANK, as a Committed Purchaser and a Facility Agent


By: /s/ Luna Mills    
    Name: Luna Mills
    Title: Managing Director











SMBC NIKKO SECURITIES AMERICA, INC., as a Facility Agent


    By: /s/ Yukimi Konno    
    Name: Yukimi Konno
    Title: Managing Director


SUMITOMO MITSUI BANKING CORPORATION, as a Committed Purchaser


    By: /s/ Jun Ashley    
    Name: Jun Ashley
        Title: Director






PNC BANK, NATIONAL ASSOCIATION, as a Committed Purchaser, the Swinglline Purchaser and a Facility Agent


    By: /s/ Eric Bruno    
    Name: Eric Bruno
    Title: Senior Vice President



STARBIRD FUNDING CORPORATION, as a Conduit Purchaser


By:    /s/ David V. DeAngelis        
    Name: David V. DeAngelis
    Title: Vice President


BNP PARIBAS, as a Committed Purchaser and a Facility Agent


By:    /s/ Advait Joshi            
    Name: Advait Joshi
    Title: Director


By:    /s/ Chris Fukuoka            
    Name: Chris Fukuoka
    Title: Director




Attachment I

Schedule of
Depositary Banks,
Accounts and
Lockboxes
(As of February 10, 2023)

Concentration Account, Lockbox Accounts, Depositary Accounts and Lockboxes



S-II-1




Blocked Local Accounts





S-II-2

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-Q’ Filing    Date    Other Filings
6/30/23
Filed on:3/8/23
2/10/23
For Period end:1/31/238-K
1/1/23
12/16/22
7/31/13
 List all Filings 

5 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 4/16/24  Ferguson Enterprises Inc./DE      S-4/A                  1:4M                                     Donnelley … Solutions/FA
 4/12/24  Ferguson Enterprises Inc./DE      S-4/A                  6:4.1M                                   Donnelley … Solutions/FA
 3/01/24  Ferguson Enterprises Inc./DE      S-4                   12:4.2M                                   Donnelley … Solutions/FA
 9/26/23  Ferguson plc                      10-K        7/31/23  152:16M
 6/07/23  Ferguson plc                      10-Q        4/30/23   76:6.9M
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