Exhibit 10.2
EXECUTION VERSION
AMENDMENT NO. 3 TO PURCHASE AND SALE AGREEMENT
This AMENDMENT NO. 3 TO PURCHASE AND SALE AGREEMENT (this Amendment), dated as of August 4, 2023, is entered into by
and among AIT RECEIVABLES, LLC (AIT Receivables), as buyer under the Purchase and Sale Agreement (as defined below) (in such capacity, together with its successors and permitted assigns in such capacity, the
Buyer), APPLIED INDUSTRIAL TECHNOLOGIES, INC. (Applied Industrial), as servicer under the Receivables Financing Agreement (as defined below) (in such capacity, together with its successors and permitted assigns
in such capacity, the Servicer) and as an originator under the Purchase and Sale Agreement (in such capacity, together with its successors and permitted assigns in such capacity, an Originator), APPLIED
INDUSTRIAL TECHNOLOGIES - CA LLC (Applied - CA), as an originator under the Purchase and Sale Agreement (in such capacity, together with its successors and permitted assigns in such capacity, an Originator),
APPLIED INDUSTRIAL TECHNOLOGIES - DIXIE, INC. (Applied - Dixie), as an originator under the Purchase and Sale Agreement (in such capacity, together with its successors and permitted assigns in such capacity, an
Originator), APPLIED INDUSTRIAL TECHNOLOGIES - PA LLC (Applied -- PA), as an originator under the Purchase and Sale Agreement (in such capacity, together with its successors and permitted assigns in such
capacity, an Originator), APPLIED MAINTENANCE SUPPLIES & SOLUTIONS, LLC (Applied Maintenance), as an originator under the Purchase and Sale Agreement (in such capacity, together with its successors and
permitted assigns in such capacity, an Originator), FCX PERFORMANCE, INC. (FCX), as an originator under the Purchase and Sale Agreement (in such capacity, together with its successors and permitted assigns in
such capacity, an Originator) and acknowledged and agreed to by PNC BANK, NATIONAL ASSOCIATION (PNC), as administrative agent and as group agent for the PNC Group under the Receivables Financing Agreement (in
such capacities, together with its successors and permitted assigns in such capacities, the Administrative Agent and a Group Agent, respectively) and by REGIONS BANK (Regions), as group agent
for the Regions Group under the Receivables Financing Agreement (in such capacity, together with its successors and permitted assigns in such capacity, a Group Agent).
BACKGROUND
WHEREAS, AIT
Receivables, as the borrower, the Servicer, the Lenders, the Group Agents, the Administrative Agent, and, solely with respect to Section 10.10 thereof, PNC Capital Markets LLC (the Structuring Agent), entered into the
Receivables Financing Agreement as of August 31, 2018 (as amended by the Amendment No. 1 to Receivables Financing Agreement and Reaffirmation of Performance Guaranty, dated as of March 26, 2021, the Amendment No. 2 to Receivables
Financing Agreement and Reaffirmation of Performance Guaranty, dated as of May 12, 2023, and as may be further amended, restated, supplemented or otherwise modified from time to time, the Receivables Financing Agreement);
WHEREAS, the Buyer, the Servicer and the Originators entered into the Purchase and Sale Agreement as of August 31, 2018 (as amended
by the Amendment No. 1 to Purchase and Sale Agreement and Reaffirmation of Performance Guaranty, dated as of November 19, 2018, the Amendment No. 2 to Purchase and Sale Agreement, dated as of March 26, 2021, the Original
Purchase and Sale Agreement; as amended hereby and as may be further amended,
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