Exhibit 10.5
AMENDMENT NO. 4 TO TRANSFER AND ADMINISTRATION AGREEMENT
AMENDMENT NO. 4 (this "Amendment"), dated as of April 1, 1997, TO 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
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");
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 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 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 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 on April
1, 1997 (the "Effective Date").
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
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
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. 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/ 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 Celoni
------------------------------
Name: Daniel Celoni
Title: Treasurer
NATIONSBANK, N.A., as Agent
and as Bank Investor
By: /s/ Stan Meihaus
-------------------------------
Name: Stan Meihaus
Title: Vice President
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