Exhibit 10.5
AMENDMENT NO. 1 TO TRANSFER AND ADMINISTRATION AGREEMENT
AMENDMENT NO. 1 (this "AMENDMENT"), dated as of September 25, 1996,
TO 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"), 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 (hereinafter, together with its successors and assigns,
called the "COMPANY") 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").
W I T N E S S E T H :
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
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 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 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 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 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 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 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.
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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 Transfer and Administration Agreement to be executed as of the date
and year first above written.
ENTERPRISE FUNDING CORPORATION,
as Company
By /S/ STEWART L. CUTLER
-------------------------------------------------
Name: Stewart L. Cutler
Title: Officer
CSI FUNDING INC., as Transferor
By /S/ ROBERT J. BOUTIN
-------------------------------------------------
Name: Robert J. Boutin
Title: President
COMPUCOM SYSTEMS, INC.,
as Collection Agent
By /S/ ROBERT J. BOUTIN
-------------------------------------------------
Name: Robert J. Boutin
Title: Senior Vice President, Finance and
Chief Financial Officer
NATIONSBANK, N.A., as Agent
and as Bank Investor
Commitment: By: /S/ MICHELE M. HEATH
$100,000,000 ------------------------------------------------
Name: Michele M. Heath
Title: Vice President
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