EXHIBIT 10.1
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AMENDMENT NUMBER 1 TO THE SERIES 2000-1 SUPPLEMENT
Amendment Number 1, dated as of May 17, 2001 (this "Amendment") to the
Series 2000-1 Supplement, dated as of October 2, 2000 (the "Supplement"), by and
among CSI Funding, Inc. ("CSI"), CompuCom Systems, Inc. ("CompuCom"), Lloyds TSB
Bank PLC and Xxxxx Fargo Bank Minnesota, National Association (f/k/a Norwest
Bank Minnesota, National Association) (the "Trustee").
WHEREAS, the Supplement supplements the Pooling and Servicing Agreement,
dated as of May 7, 1999, as amended and restated as of August 20, 1999 (as
amended, the "Agreement"), by and among CSI, CompuCom and the Trustee; and
WHEREAS, all of the parties to the Supplement desire to make the
amendments to the Supplement set forth below;
In consideration of the mutual agreements herein contained, each party
agrees as follows for the benefit of the other parties and for the benefit of
the Series 2000-1 Certificateholders and the other parties to the Supplement:
ARTICLE I
Definitions
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SECTION 1.01. Cross Reference to Definitions in Agreement. Capitalized
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terms used in this Amendment and not defined herein or amended by the terms of
this Amendment shall have the meaning assigned to such terms in the Supplement
or the Agreement, as applicable.
ARTICLE II
Amendments to the Supplement
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SECTION 2.01 Section 1.3 of the Supplement is hereby modified to add
the following to the end of such Section:
As of May 17, 2001, upon the payment by the Initial Series 2000-1
Certificateholder of an amount equal to $31,600,000 to the Trustee, the Initial
Invested Amount shall be increased to $50,000,000.
SECTION 2.02 On May 17, 2001, the Transferor shall sign on behalf of
the Trust and shall deliver to the Trustee pursuant to Section 6.01 of the
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Agreement, and the Trustee,
upon receipt, shall so authenticate a Series 2000-1 Certificate with an Initial
Invested Amount of $50,000,000 in the name of the Initial Series 2000-1
Certificateholder and deliver such Series 2000-1 Certificate to the Initial
Series 2000-1 Certificateholder upon delivery of the outstanding Series 2000-1
Certificate.
SECTION 2.03. Section 2.01 of the Supplement which modifies Section
4.04 of the Agreement is hereby modified by adding the following to Section
4.04(c)(i)(A):
, provided, however, that, so long as the Early Amortization Period is
not occurring, any amounts retained in the Series 2000-1 Principal Collection
Sub-subaccount may at the discretion of the Transferor be applied as set forth
in accordance with Section 1.6 of the Series 1999-1 Supplement among CSI,
CompuCom, PNC Bank, National Association, Market Street Funding Corporation and
the Trustee so long as (x) after giving effect to such application the Series
2000-1 Allocated Receivables Amount equals or exceeds the Series 2000-1 Target
Receivables Amount and (y) no amounts are outstanding pursuant to (B), (C) or
(D) of this paragraph.
SECTION 2.04. The definition of "Scheduled Maturity Date" which is set
forth in Section 9.1 of the Supplement is hereby replaced in its entirety with
the following definition:
"Scheduled Maturity Date", with respect to the Series 2000-1 Investor
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Certificates, means the Payment Date in October 2003.
SECTION 2.05. The definition of "Initial Invested Amount" which is set
forth in Section 9.1 of the Supplement is hereby replaced in its entirety with
the following definition:
"Initial Invested Amount" means as of October 2, 2000, $25,000,000 and
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as of May 17, 2001, $50,000,000.
SECTION 2.06. The definition of "Series 2000-1 Termination Date" which
is set forth in Section 9.1 of the Supplement is hereby replaced in its entirety
with the following definition:
"Series 2000-1 Termination Date", with respect to Series 2000-1, means
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the Payment Date in October 2004.
SECTION 2.07. Upon the execution and delivery of this Amendment, the
Trustee is hereby directed to execute and deliver a new Certificate to the
Series 2000-1 Certificateholder having an Initial Invested Amount of
$50,000,000.
ARTICLE III
Miscellaneous
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SECTION 3.01. Counterparts. This Amendment may be executed in two or
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more counterparts (and by different parties on separate counterparts), each of
which shall be an original, but all of which together shall constitute one and
the same instrument.
SECTION 3.02. Headings. The headings herein are for purposes of
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reference only and shall not otherwise affect the meaning or interpretation or
any provision hereof.
SECTION 3.03. Supplement in Full Force and Effect as Amended. Except
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as specifically amended or waived hereby, all of the terms and conditions of the
Supplement shall remain in full force and effect. All references to the
Supplement in any other document or instrument shall be deemed to mean such
Supplement as amended by this Amendment. This Amendment shall not constitute a
novation of the Supplement, but shall constitute an amendment thereof. The
parties hereto agree to be bound by the terms and obligations of the Supplement,
as amended by this Amendment, as though the terms and obligations of the
Supplement were set forth herein.
SECTION 3.04. 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, WITHOUT
REFERENCE TO ITS CONFLICTS OF LAW PROVISIONS.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their respective officers as of the day and year first above
written.
COMPUCOM SYSTEMS, INC.
By: /s/ X. XXXXXX XXXXX
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Name: X. Xxxxxx Xxxxx
Title: SVP-CFO
CSI FUNDING INC.
By: /s/ XXXXXX XXXXXX
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Name: Xxxxxx Xxxxxx
Title: Treasurer
XXXXX FARGO BANK MINNESOTA,
NATIONAL ASSOCIATION, as trustee
By: /s/ XXXXXX TWIN
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Name: Xxxxxx Twin
Title: Corporate Trust Officer
Consented to by 100% of the Series 2000-1
Certificateholders:
LLOYDS TSB BANK PLC
By: /s/ Xxxxxxxx Xxxxx
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Name: Xxxxxxxx Xxxxx
Title: Assistant Vice President
Structured Finance
W 154
By: /s/ Xxx Xxxxxxxxxx
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Name: Xxx Xxxxxxxxxx
Title: Director
Structured Finance
V024
Consented to by:
PNC BANK, NATIONAL ASSOCIATION
By: /s/ Xxxx X. Xxxxxxxx
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Name: Xxxx X. Xxxxxxxx
Title: Vice President
