EXHIBIT 10(P)
AMENDMENT NO. 2 TO TRANSFER AND ADMINISTRATION AGREEMENT
AMENDMENT NO. 2 (this "Amendment"), dated as of December 5, 1996, TO
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TRANSFER AND ADMINISTRATION AGREEMENT dated as of April 1, 1996, as amended as
of September 25, 1996, by and among CSI FUNDING INC., a Delaware corporation, as
transferor (hereinafter, together with its successors and assigns in such
capacity, called the "Transferor"), COMPUCOM SYSTEMS, INC., a Delaware
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corporation, as collection agent (hereinafter, together with its successors and
assigns in such capacity, called the "Collection Agent"), ENTERPRISE FUNDING
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CORPORATION, a Delaware corporation (hereinafter, together with its successors
and assigns, called the "Company") and NATIONSBANK, N.A., a national banking
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association, as agent for the benefit of the Company and the Bank Investors
(hereinafter, together with its successors and assigns in such capacity, called
the "Agent").
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W I T N E S S E T H :
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WHEREAS, the Transferor, the Collection Agent, the Company and the
Agent have entered into a Transfer and Administration Agreement, dated as of
April 1, 1996 (such agreement, as amended to the date hereof, the "Agreement");
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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 is hereby
acknowledged, the parties hereto hereby agree as follows:
SECTION 1. Defined Terms. Unless otherwise defined herein, the terms
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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,
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effective on the Effective Date, as follows:
(a) Section 1.1 of the Agreement shall be amended in the definition
of "Eurodollar Rate" by deleting the reference to "0.625%" in the second line
thereof and by replacing it with "1.00%".
(b) Section 1.1 of the Agreement shall be amended in the definition
of "Commitment Termination Date" by deleting the reference to "April 2, 1997"
and by replacing it with "March 31, 1997".
(c) The definition of "Net Receivables Balance" set forth in Section
1.1 of the Agreement is hereby deleted in its entirety and replaced with the
following (solely for convenience, language added to such definition is
italicized):
""Net Receivables Balance" means, at any time, (A) the RPA
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Interest Percentage of (a) the Outstanding Balance of the Eligible
Receivables at such time reduced by (b) the sum of (i) the aggregate
Outstanding Balance of all Eligible Receivables which are Defaulted
Receivables, (ii) the aggregate Outstanding Balance of all Eligible
Receivables of each Obligor with respect to which 50% or more of such
Obligor's Receivables are more than ninety (90) days past due, (iii)
for a particular Obligor on any date of determination, the amount (if
positive) by which either (x) if the aggregate amount due and owing by
CompuCom to such Obligor exceeds the aggregate amount due and owing by
such Obligor to CompuCom, then the amount
due and owing by such Obligor to CompuCom or (y) if the aggregate
amount due and owing by an Obligor to CompuCom exceeds the aggregate
amount due and owing by CompuCom to such Obligor, then the amount due
and owing by CompuCom to such Obligor, (iv) credits which are aged
more than ninety (90) days (this clause (iv) calculated in the
aggregate for all Designated Obligors) minus (B) for each Designated
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Obligor, the amount by which (x) the RPA Interest Percentage of the
aggregate Outstanding Balance of Eligible Receivables related to such
Designated Obligor exceeds (y) the Concentration Amount with respect
to such Designated Obligor."
SECTION 3. Effectiveness. This Amendment shall become effective on
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the first date on which 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.
SECTION 4. Execution in Counterparts. This Amendment may be executed
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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.
SECTION 5. Consents; Binding Effect. The execution and delivery by
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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
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construed in accordance with the laws of the State of New York.
SECTION 7. Severability of Provisions. Any provision of this
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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
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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
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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.
[REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No.
2 to Transfer and Administration Agreement to be executed as of the date and
year first above written.
ENTERPRISE FUNDING CORPORATION,
as Company
By /s/ Xxxxxxx X. Xxxxxx
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Name:Xxxxxxx X. Xxxxxx
Title:Vice President
CSI FUNDING INC., as Transferor
By /s/ Xxxxxx X. Xxxxxx
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Name:Xxxxxx X. Xxxxxx
Title:Senior Vice President
and Chief Financial Officer
COMPUCOM SYSTEMS, INC.,
as Collection Agent
By /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: Senior Vice President
and Chief Financial Officer
NATIONSBANK, N.A., as Agent
and as Bank Investor
Commitment: By:/s/ Xxxxxxxx X. Xxxxx
$100,000,000 ----------------------------------------------------
Name:Xxxxxxxx X. Xxxxx
Title:Vice President
