Exhibit 10.21
AMENDMENT NO. 2 TO TRANSFER AND ADMINISTRATION AGREEMENT
AMENDMENT NO. 2 (this "Amendment"), dated as of December 5, 1996,
TO 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 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 (such agreement, as amended to the date hereof, 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 "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 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 Obligor, the
amount by which (x) the RPA Interest
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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 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 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.
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.
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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. 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/ Stewart L. Cutler
--------------------------------
Name:Stewart L. Cutler
Title:Vice President
CSI FUNDING INC., as Transferor
By /s/R. Boutin
--------------------------------
Name:R. Boutin
Title:
COMPUCOM SYSTEMS, INC.,
as Collection Agent
By /s/R. Boutin
--------------------------------
Name: R. Boutin
Title:
NATIONSBANK, N.A., as Agent
and as Bank Investor
Commitment: By:/s/ Michelle M. Heath
--------------------------------
$100,000,000 Name:Michelle M. Heath
Title:Vice President
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