EXHIBIT 10.16
AMENDMENT NO. 1 TO AMENDED AND RESTATED MASTER
SECURITY AND ADMINISTRATION AGREEMENT
AMENDMENT NO. 1 (this "Amendment"), dated as of December 5, 1996,
TO AMENDED AND RESTATED MASTER SECURITY AND ADMINISTRATION AGREEMENT dated as
of September 25, 1996 is executed and entered into by and among COMPUCOM
SYSTEMS, INC., a Delaware corporation, NATIONSBANK OF TEXAS, N.A., a national
bank, in its capacity as Administrative Secured Party, NATIONSBANK OF TEXAS,
N.A., a national bank, in its individual corporate capacity, CSI FUNDING,
INC., a Delaware corporation, and ENTERPRISE FUNDING CORPORATION, a Delaware
corporation.
W I T N E S S E T H :
WHEREAS, the parties hereto have entered into an Amended and
Restated Master Security and Administration Agreement, dated as of September
25, 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 2.1(c) of the Agreement is hereby deleted in its
entirety and replaced with the following (solely for convenience, language
added to such definition is italicized):
"(c) Unless and until agreed otherwise by Administrative
Secured Party and the Beneficial
Secured Parties, all deposits to the Concentration Account shall be
disbursed simultaneously by Administrative Secured Party as follows
(subject to prior payment of Secured Obligations due and payable by
CompuCom to Administrative Secured Party as provided by the
Administration Documents):
If no Event of Default has occurred:
(1) If CFI elects not to reduce the Net Investment
under the TAA, or if the Net Investment under the TAA is not
otherwise required to be reduced pursuant to the terms thereof, a
percentage of each dollar thereof equal to the product of the
Purchase Discount (as defined in the RPA) and the RPA Interest
Percentage as of the time of disbursement shall be deposited to
the CFI Account; and
(2) If CFI elects not to reduce the Net Investment
under the TAA, or if the Net Investment under the TAA is not
otherwise required to be reduced pursuant to the terms thereof, a
percentage of each dollar thereof equal to one minus the product of
the Purchase Discount (as defined in the RPA) and the RPA Interest
Percentage as of the time of disbursement shall be deposited to the
CompuCom Account for the benefit of CFI in satisfaction of certain
of its obligations under the RPA.
(3) If CFI elects to reduce the Net Investment under
the TAA, or if the Net Investment under the TAA is otherwise required
to be reduced pursuant to the terms thereof, (i) a percentage of each
dollar thereof as designated by CFI (up to a maximum percentage equal
to the RPA Percentage) at the time of disbursement shall be paid to
the Agent (under and as defined in the TAA) and (ii) after giving
effect to the deposit described in clause (i), a percentage of each
dollar equal to one minus such percentage at the time of disbursement
shall be deposited to the CompuCom Account for the benefit of CFI in
satisfaction of certain of its obligations under the RPA.
2
If an Event of Default has occurred and is continuing:
(1) A percentage of each dollar thereof equal to the RPA
Interest Percentage as of the time of disbursement shall be deposited
to the Collection Account (under and as defined in the TAA); and
(2) A percentage of each dollar thereof equal to the
CompuCom Interest Percentage as of the time of disbursement shall
be deposited to the CompuCom Account; provided that at all times
following receipt by the Administrative Secured Party of written
instructions from the Administrative Lender, all such funds
described in this paragraph 2 shall be disbursed by the
Administrative Secured Party in accordance with such written
instructions."
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 simultaneously in one or more multiple originals, each of which
shall be deemed an original, but all of which together shall constitute one
and the same Amendment.
SECTION 5. Consents; Binding Effect. This Amendment shall be
binding upon and inure to the benefit of CompuCom, Administrative Secured
Party and the Beneficial Secured Parties, and their respective successors in
interest. This Amendment is intended for the benefit of CompuCom,
Administrative Secured Party, the Beneficial Secured Parties (and any Person
properly claiming through any of them as an assignee to the limited extent
otherwise permitted by the Agreement), and may not be relied upon by any
other Person.
SECTION 6. Governing Law. This Amendment, and all documents and
instruments executed in connection
3
herewith, shall be governed by and construed according to the laws of the
State of Texas.
SECTION 7. Severability of Provisions. If any provision of this
Amendment is held to be illegal, invalid, or unenforceable under any present
or future laws effective during the Contract Term, such provisions shall be
fully severable, and this Amendment and the Agreement shall be construed and
enforced as if such illegal, invalid, or unenforceable provision had never
comprised a part of this Amendment or the Agreement, as applicable. In such
case, the remaining provisions of this Amendment or the Agreement, as
applicable, shall remain in full force and effect and shall not be effected
thereby.
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.
[REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK]
4
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
No. 1 to Amendment and Restated Master Security and Administration Agreement
to be executed as of the date and year first above written.
COMPUCOM SYSTEMS, INC.
By:/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------
Authorized Signatory
NATIONSBANK OF TEXAS, N.A.,
in its capacity as Administrative
Secured Party
By:/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------
Authorized Signatory
NATIONSBANK OF TEXAS, N.A.,
in its capacity as Administrative
Lender on behalf of the Lenders
By:/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------
Authorized Signatory
CSI FUNDING, INC.
By:/s/ ▇▇▇ ▇▇▇▇
--------------------------------
Authorized Signatory
ENTERPRISE FUNDING CORPORATION
By:/s/ ▇▇▇▇▇▇▇ ▇.▇▇▇▇▇▇
--------------------------------
Authorized Signatory
5