Exhibit 10.4
AMENDMENT NO. 1 TO RECEIVABLES PURCHASE AGREEMENT
AMENDMENT NO. 1 (this "AMENDMENT"), dated as of September 25, 1996,
TO RECEIVABLES PURCHASE AGREEMENT dated as of April 1, 1996, between CSI
FUNDING INC., a Delaware corporation (hereinafter, together with its
successors and assigns, called the "PURCHASER") and COMPUCOM SYSTEMS, INC., a
Delaware corporation (hereinafter, together with its successors and assigns,
called the "SELLER").
W I T N E S S E T H :
WHEREAS, the Purchaser and the Seller have entered into a
Receivables Purchase Agreement, dated as of April 1, 1996 (the "AGREEMENT");
and
WHEREAS, the parties hereto wish to amend the Agreement as
hereinafter provided.
NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants herein contained, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:
SECTION 1. DEFINED TERMS. Unless otherwise defined herein, the
terms used herein shall have the meanings assigned to such terms in, or
incorporated by reference into, the Agreement.
SECTION 2. AMENDMENTS TO AGREEMENT. The Agreement is hereby
amended, effective on the Effective Date, as follows:
(a) Section 2.1(b) of the Agreement shall be amended in the
eleventh line thereof by deleting the comma and by replacing it with the
words "and/or".
(b) Section 5.1(j) of the Agreement shall be amended in the
thirteenth line thereof after the word "UCC" and before the parenthesis by
inserting the words "and/or the Inventory Financing Agreements".
SECTION 3. EFFECTIVENESS. This Amendment shall become effective
on the first date on which (i) the parties hereto shall have executed and
delivered one or more counterparts to this Amendment and each shall have
received one or more counterparts of this amendment executed by the others
and (ii) Enterprise Funding Corporation and NationsBank, N.A. shall have
received such certificates, opinions of counsel and other documents with
respect to this Amendment, the Agreement and the transactions contemplated
hereby and thereby as each may reasonably request.
SECTION 4. EXECUTION IN COUNTERPARTS. This Amendment may be
executed in any number of counterparts and by different parties hereto on
separate counterparts, each of which counterparts, when so executed and
delivered, shall be deemed to be an original and all of which counterparts,
taken together, shall constitute but one and the same Amendment.
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SECTION 5. CONSENTS; BINDING EFFECT. The execution and delivery
by the Seller and the Purchaser of this Amendment shall constitute the
written consent of each of them to this Amendment. This Amendment shall be
binding upon, and inure to the benefit of, the parties hereto and their
respective successors and assigns.
SECTION 6. GOVERNING LAW. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York.
SECTION 7. SEVERABILITY OF PROVISIONS. Any provision of this
Amendment which is prohibited or unenforceable in any jurisdiction shall, as
to such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof or
affecting the validity or enforceability of such provision in any other
jurisdiction.
SECTION 8. CAPTIONS. The captions in this Amendment are for
convenience of reference only and shall not define or limit any of the terms
or provisions hereof.
SECTION 9. AGREEMENT TO REMAIN IN FULL FORCE AND EFFECT. Except
as amended hereby, the Agreement shall remain in full force and effect and is
hereby ratified, adopted and confirmed in all respects. This Amendment
shall be deemed to be an amendment to the Agreement. All references in the
Agreement to "this Agreement", "hereunder", "hereof", "herein", or words of
like import, and all references to the Agreement in any other agreement or
document shall hereafter be deemed to refer to the Agreement as amended
hereby.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment
No. 1 to Receivables Purchase Agreement to be executed as of the date and
year first above written.
CSI FUNDING INC., as Purchaser
By /S/ XXXXXX X. XXXXXX
-------------------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: President
COMPUCOM SYSTEMS, INC.,
as Seller
By /S/ XXXXXX X. XXXXXX
-------------------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Senior Vice President,
Finance and Chief Financial Officer
Acknowledged and agreed as of
the date first above written:
ENTERPRISE FUNDING CORPORATION
By: /S/ XXXXXXX X. XXXXXX
----------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Officer
NATIONSBANK, N.A.
By: /S/ XXXXXXX X. XXXXX
----------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President
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