AMENDMENT NO. 3 TO TRANSFER AND ADMINISTRATION AGREEMENT
AMENDMENT NO. 3 (this "Amendment"), dated as of
February 1, 1997, TO TRANSFER AND ADMINISTRATION AGREEMENT
dated as of April 1, 1996, as amended as of September 25,
1996 and as of December 5, 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
definition of "Delinquency Ratio" set forth in Section 1.1
of the Agreement is hereby amended, effective on the
Effective Date, to read as follows (solely for conve-
nience, language added to such definition is italicized):
""Delinquency Ratio" means, with respect to any
date of determination, the ratio (expressed as
a percentage) computed by dividing (i) the
aggregate Outstanding Balance of all Delinquent
Receivables as of such date by (ii) the aggre-
gate Outstanding balance of all Receivables as
of such date less Defaulted Receivables as of
such date; provided, however, that at any time
prior to March 31, 1997 Receivables with re-
spect to which "AT&T Corporation" is the Obli-
gor shall be excluded from the calculation of
clauses (i) and (ii) above."
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.
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. 3 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/ Patrick D. Lane
Name: Patrick D. Lane
Title: Vice President
COMPUCOM SYSTEMS, INC.,
as Collection Agent
By: /s/ Daniel L. Celoni
Name: Daniel L. Celoni
Title: Treasurer
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