EXHIBIT 10.2
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AMENDMENT NUMBER 2 TO THE SERIES 1999-1 SUPPLEMENT
Amendment Number 2, dated as of May 17, 2001 (this "Amendment") to the
Series 1991-1 Supplement, dated as of May 7, 1999, as amended and restated as of
August 20, 1999 and as amended by Amendment Number 1, dated as of October 2,
2000 (as amended, the "Supplement"), by and among CSI Funding, Inc. ("CSI"),
CompuCom Systems, Inc. ("CompuCom"), PNC Bank, National Association, Market
Street Funding Corporation and Xxxxx Fargo Bank Minnesota, National Association
(f/k/a Norwest Bank Minnesota, National Association) (the "Trustee").
WHEREAS, the Supplement supplements the Pooling and Servicing Agreement,
dated as of May 7, 1999, as amended and restated as of August 20, 1999 (as
amended, the "Agreement"), by and among CSI, CompuCom and the Trustee; and
WHEREAS, all of the parties to the Supplement desire to make the
amendments to the Supplement set forth below;
In consideration of the mutual agreements herein contained, each party
agrees as follows for the benefit of the other parties and for the benefit of
the Series 1999-1 Certificateholders and the other parties to the Supplement:
ARTICLE I
Definitions
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SECTION 1.01. Cross Reference to Definitions in Agreement. Capitalized
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terms used in this Amendment and not defined herein or amended by the terms of
this Amendment shall have the meaning assigned to such terms in the Supplement
or the Agreement, as applicable.
ARTICLE II
Amendments to the Supplement
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SECTION 2.01. Section 1.6(a) of the Supplement which modifies and
restates Section 4.07(c)(i) of the Agreement is hereby modified as follows:
"and (y)" shall be replaced with "(y)" and the following shall be added
after clause (y): "and (z) the funds available for distribution pursuant
to the Principal Collection Sub-subaccount of any Series available
according to the terms of such Series for application pursuant to this
section."
SECTION 2.02. Section 1.6(b) of the Supplemental is hereby modified
by replacing "pursuant to" with "in the manner set forth in".
ARTICLE III
Miscellaneous
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SECTION 3.01. Counterparts. This Amendment may be executed in two or
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more counterparts (and by different parties on separate counterparts), each of
which shall be an original, but all of which together shall constitute one and
the same instrument.
SECTION 3.02. Headings. The headings herein are for purposes of
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reference only and shall not otherwise affect the meaning or interpretation or
any provision hereof.
SECTION 3.03. Supplement in Full Force and Effect as Amended. Except
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as specifically amended or waived hereby, all of the terms and conditions of the
Supplement shall remain in full force and effect. All references to the
Supplement in any other document or instrument shall be deemed to mean such
Supplement as amended by this Amendment. This Amendment shall not constitute a
novation of the Supplement, but shall constitute and amendment thereof. The
parties hereto agree to be bound by the terms and obligations of the Supplement,
as amended by this Amendment, as though the terms and obligations of the
Supplement were set forth herein.
SECTION 3.04. 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, WITHOUT
REFERENCE TO ITS CONFLICTS OF LAW PROVISIONS.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed by their respective officers as of the day and year first
above written.
COMPUCOM SYSTEMS, INC.
By: /s/ X. Xxxxxx Xxxxx
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Name: X. XXXXXX XXXXX
Title: SVP-CFO
CSI FUNDING INC.
By: /s/ Xxxxxx Xxxxxx
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Name: XXXXXX XXXXXX
Title: TREASURER
XXXXX FARGO BANK MINNESOTA
NATIONAL ASSOCIATION, as trustee
By: /s/ XXXXXX XXXX
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Name: Xxxxxx Twin
Title: Corporate Trust Officer
Consented to by 100% of the Series 1999-1
Certificateholders:
MARKET STREET FUNDING CORPORATION
By: /s/ XXXXXXX X. XXXXXXX
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Name: Xxxxxxx X. Xxxxxxx
Title: President
Consented to by:
PNC BANK, NATIONAL ASSOCIATION
By: /s/ XXXX X. XXXXXXXX
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Name: Xxxx X. Xxxxxxxx
Title: Vice President
