EXHIBIT 10.2
AMENDMENT NO. 2 TO RECEIVABLES PURCHASE AGREEMENT
AMENDMENT NO. 2 (this "Amendment"), dated as of April 1, 1997, TO
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RECEIVABLES PURCHASE AGREEMENT dated as of April 1, 1996, as amended by
Amendment No. 1 thereto dated as of September 25, 1996, between CSI FUNDING
INC., a Delaware corporation (hereinafter, together with its successors and
assigns, called the "Purchaser") and COMPUCOM SYSTEMS, INC., a Delaware
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corporation (hereinafter, together with its successors and assigns, called the
"Seller").
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W I T N E S S E T H :
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WHEREAS, the Purchaser and the Seller have entered into a Receivables
Purchase Agreement, dated as of April 1, 1996 (such agreement, as amended to the
date hereof, the "Agreement");
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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 are hereby
acknowledged, the parties hereto hereby agree as follows:
SECTION 1. Defined Terms. Unless otherwise defined herein, the terms
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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,
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effective on the Effective Date, by inserting the following defined term in
Section 1.1 of the Agreement in alphabetical order:
"Inventory Financing Agreements" shall mean those agreements
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specifically referenced in Section 5.1(j).
SECTION 3. Effectiveness. This Amendment shall become effective
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on April 1, 1997 (the "Effective Date").
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SECTION 4. Execution in Counterparts. This Amendment may be executed
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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
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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
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construed in accordance with the laws of the State of New York.
SECTION 7. Severability of Provisions. Any provision of this
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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
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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
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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
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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 Receivables Purchase Agreement to be executed as of the date and year first
above written.
CSI FUNDING INC., as Purchaser
By /s/ ▇▇▇ ▇▇▇▇
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Name: ▇▇▇ ▇▇▇▇
Title: Vice President
COMPUCOM SYSTEMS, INC.,
as Seller
By /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Treasurer
Acknowledged and agreed as of
the date first above written:
ENTERPRISE FUNDING CORPORATION
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title:
NATIONSBANK, N.A.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President
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[NATIONSBANK LETTERHEAD APPEARS HERE]
March 25, 1997
[LOGO OF NATIONSBANK APPEARS HERE]
▇▇. ▇▇▇ ▇▇▇▇
Vice President and Secretary
CSI Funding, Inc.
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Dear ▇▇. ▇▇▇▇:
This letter is to confirm our agreement to amend the Transfer and Administration
Agreement (the "TAA") dated April 1, 1996 (as amended from time to time), and
the Receivables Purchase Agreement (the "RPA"), dated April 1, 1996 (as amended
from time to time, by and among Enterprise Funding Corporation, NationsBank,
N.A., CSI Funding, Inc., and CompuCom Systems, Inc. Capitalized terms used
herein are defined in either the TAA or the RPA.
The TAA is amended as follows:
1) The existing definition of "Commitment Termination Date" in the TAA
is deleted, and a new definition inserted as follows:
"Commitment Termination Date" means December 31, 1997, or such later
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date to which the Commitment Termination Date may be extended by the
Transferor, the Agent and the Bank Investors.
2) Section 2(1) of Amendment #1 to the TAA, dated as of September 25,
1996, is amended by deleting the phrase "Pursuant to the terms of
Section 5.1(j)..." and replacing such term with "Pursuant to the
terms of Section 5.2(j)."
The RPA is amended as follows:
1) "Inventory Financing Agreements" is inserted as a Definition, as
follows:
"Inventory Financing Agreements" means those agreements specifically
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referenced in Section 5.1(j).
The Transferor and CompuCom hereby represent and warrant that the
representations and warranties set forth in Section 3.1 of the TAA (as amended)
are true and correct as of the date hereof (except those representations and
warranties set forth therein which specifically relate to an earlier date). All
other terms and conditions of the TAA and the RPA not amended by this letter
agreement shall remain unchanged and in full force and effect.
If this letter correctly sets forth our agreement, please sign the enclosed
duplicate originals and return to:
▇▇▇▇ ▇▇▇▇▇▇▇
Vice President
NationsBank Structured Finance
NationsBank Corporate Center, 10th Floor
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇.
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Sincerely,
NationsBank, N.A., as
Administrative Agent and
Collateral Agent
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇
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By: ▇▇▇▇ ▇▇▇▇▇▇▇
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Title: Vice President
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ENTERPRISE FUNDING CORPORATION
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: Vice President
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CSI FUNDING, INC.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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Title: Vice President
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COMPUCOM SYSTEMS, INC.
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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By: ▇▇▇▇▇▇ ▇▇▇▇▇▇
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Title: Treasurer
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