EXHIBIT 10.1
AMENDMENT NO. 4 TO TRANSFER AND ADMINISTRATION AGREEMENT
AMENDMENT NO. 4 (this "Amendment"), dated as of April 1, 1997, TO
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TRANSFER AND ADMINISTRATION AGREEMENT dated as of April 1, 1996, as amended as
of September 25, 1996, December 5, 1996 and February 1, 1997, 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
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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 (such agreement, as amended to the date hereof, the "Agreement");
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WHEREAS, the parties hereto have entered into a certain letter
agreement, dated March 25, 1997, a copy of which is attached hereto as Exhibit
A, the terms of which the parties hereto desire to incorporate into this
Amendment; 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
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amended, effective on the Effective Date, as follows:
(a) Section 2.13 shall be deleted in its entirety; and
(b) Section 2(f) of Amendment No. 1, dated as of September 25, 1996,
to the Agreement, shall be amended by deleting the words "Pursuant to the terms
of Section 5.1(j)" and by replacing them with the words "Pursuant to the terms
of Section 5.2(j)".
(c) The definition of "Commitment Termination Date" in Section 1.1
shall be deleted in its entirety and replaced with the following definition,
effective as of March 25, 1997:
"Commitment Termination Date" means December 31, 1997, or such
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later date to which the Commitment Termination Date may be extended by the
Transferor, the Agent and the Bank Investors.
SECTION 3. Effectiveness. This Amendment shall become effective
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on April 1, 1997 (the "Effective Date").
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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 Company, the Transferor, the Collection Agent and the Agent 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.
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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]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No.
4 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/ XXX XXXX
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Name: Xxx Xxxx
Title: Vice President
COMPUCOM SYSTEMS, INC.,
as Collection Agent
By /s/ XXXXXX XXXXXX
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Name: Xxxxxx Xxxxxx
Title: Treasurer
NATIONSBANK, N.A., as Agent
and as Bank Investor
By: /s/ XXXX XXXXXXX
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Name: Xxxx Xxxxxxx
Title: Vice President
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EXHIBIT A
[NATIONSBANK LETTERHEAD APPEARS HERE]
March 25, 1997
Xx. Xxx Xxxx
Vice President and Secretary
CSI Funding, Inc.
00000 Xxxxx Xxxxxxx Xxxxxxxxxx
Xxxxxx, Xxxxx 00000
Dear Xx. Xxxx:
This letter is to confirm our agreement to amend the Transfer and Administration
Agreement (the"TAA") dated April 1, 1996 (as amended from time to time), and the
Receivables Purchase Agreement (the "RPA"), dated April 1, 1996 (as amended from
time to time), by and among Enterprise Funding Corporation. NationsBank, N.A.,
CSI Funding, Inc., and CompuCom Systems, Inc. Capitalized terms used herein are
defined in either the TAA or the RPA.
The TAA is amended as follows:
1) The existing definition of "Commitment Termination Date" in the TAA
is deleted, and a new definition inserted as follows:
"Commitment Termination Date" means December 31, 1997, or such later
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date to which the Commitment Termination Date may be extended by the
Transferor, the Agent and the Bank Investors.
2) Section 2(1) of Amendment #1 to the TAA, dated as of September 25,
1996, is amended by deleting the phrase "Pursuant to the terms of
Section 5.1(j)..." and replacing such term with "Pursuant to the
terms of Section 5.2(j)."
The RPA is amended as follows:
1) "Inventory Financing Agreements" is inserted as a Definition, as
follows:
"Inventory Financing Agreements" means those agreements
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specifically referenced in Section 5.1(j).
The Transferor and CompuCom hereby represent and warrant that the
representations and warranties set forth in Section 3.1 of the TAA (as amended)
are true and correct as of the date hereof (except those representations and
warranties set forth threin which specifically relate to an earlier date). All
other terms and conditions of the TAA and the RPA not amended by this letter
agreement shall remain unchanged and in full force and effect.
If this letter correctly sets forth our agreement, please sign the enclosed
duplicate originals and return to:
Xxxx Xxxxxxx
Vice President
NationsBank Structured Finance
NationsBank Corporate Center, 10th Floor
000 Xxxxx Xxxxx Xx.
Xxxxxxxxx, XX 00000
Sincerely,
NATIONSBANK, N.A., as
Administrative Agent and
Collateral Agent
/s/ Xxxx Xxxxxxx
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By: Xxxx Xxxxxxx
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Title: Vice President
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ENTERPRISE FUNDING CORPORATION
/s/ Xxxxxxx X. Xxxxxx
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By: Xxxxxxx X. Xxxxxx
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Title: Vice President
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CSI FUNDING, INC.
/s/ Xxxxxxx X. Xxxx
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By: Xxxxxxx X. Xxxx
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Title: Vice President
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COMPUCOM SYSTEMS, INC.
/s/ Xxxxxx Xxxxxx
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By: Xxxxxx Xxxxxx
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Title: Treasurer
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