EXHIBIT 10.4
AMENDMENT NO. 1 TO TRANSFER AND ADMINISTRATION AGREEMENT
AMENDMENT NO. 1 (this "Amendment"), dated as of September 25, 1996, TO
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TRANSFER AND ADMINISTRATION AGREEMENT dated as of April 1, 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"),
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COMPUCOM SYSTEMS, INC., a Delaware corporation, as collection agent
(hereinafter, together with its successors and assigns in such capacity, called
the "Collection Agent"), ENTERPRISE FUNDING CORPORATION, a Delaware corporation
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(hereinafter, together with its successors and assigns, called the "Company")
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and NATIONSBANK, N.A., a national banking 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 (the "Agreement"); and
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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 "Loss Reserve" by deleting the reference to "$7,500,000" and by replacing it
with "$10,000,000".
(b) Section 1.1 of the Agreement shall be amended in the definition
of "Maximum Net Investment" by deleting the reference to "$75,000,000" and by
replacing it with "$100,000,000".
(c) Section 1.1 of the Agreement shall be amended in the definition
of "Related Security" after the word "UCC" and before the parenthesis by
inserting the words "and/or the Inventory Financing Agreements".
(d) Section 1.1 of the Agreement shall be amended in the definition
of "Termination Date" by deleting the reference to "April 1, 1998" in clause (v)
thereof and by replacing it with "September 17, 1999".
(e) Section 5.1(e) of the Agreement shall be amended in the
seventeenth line thereof by deleting the words "any of the" and by replacing
them with the words "the appropriate".
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(f) Pursuant to the terms of Section 5.1(j) of the Agreement, the
Agent hereby consents to the making by the Transferor of dividends or
distributions in respect of its common stock; provided that no such dividend or
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distribution shall be made by the Transferor if, after giving effect thereto,
the Transferor would become insolvent or would otherwise have a material adverse
effect on the Transferor or its financial condition.
(g) Section 6.2 (c) shall be amended in the fourth and fifth lines by
deleting the words "a firm of independent public accountants" and by inserting
the words "either the Business Credit Field Exam Group of NationsBank of Texas,
N.A. or such other Person as may be approved by the Agent".
(h) Section 8.1(b) of the Agreement shall be amended in the third and
sixth lines thereof after the word "applicable" and before the words "law, rule
or regulation" by inserting the words "and material".
(i) Section 7.1(t) of the Agreement shall be amended in the sixth
line thereof by deleting the words "any Person, and such Person shall commence"
and by replacing them with the words "any Person (other than NationsBank of
Texas, N.A., as Administrative Lender on behalf of the several Lenders named in
the Credit Agreement)(as such terms are defined in the Master Security and
Administration Agreement), and NationsBank of Texas, N.A. or any such other
Person shall commence".
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SECTION 3. Effectiveness. This Amendment shall become effective on
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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) the Company
and the Agent 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
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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.
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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.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No.
1 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: Officer
CSI FUNDING INC., as Transferor
By /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: President
COMPUCOM SYSTEMS, INC.,
as Collection Agent
By /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: Senior Vice President,
Finance and Chief Financial
Officer
NATIONSBANK, N.A., as Agent
and as Bank Investor
Commitment: By: /s/ Xxxxxxx X. Xxxxx
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$100,000,000 Name: Xxxxxxx X. Xxxxx
Title: Vice President
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