Exhibit 10(nn) 

 

**AMENDMENT NUMBER 6 TO THE SERIES 1999-1 SUPPLEMENT**

 

Amendment Number 6, dated as of April 30, 2003 (this “Amendment”)to the Series 1999-1 Supplement, dated as of May 7, 1999, as amended and restated as of August 20, 1999 (as further amended, the “Supplement”), by and among CSI Funding, Inc. (“CSI”), CompuCom Systems, Inc.(“CompuCom”), PNC Bank, National Association, Market Street Funding Corporation and Wells 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 agreesas follows for the benefit of the other parties and for the benefit of the Series 1999-1 Certificateholders and the other parties to the Supplement: 

 

ARTICLE I 

 

Definitions

 

SECTION 1.01. Cross Reference to Definitions in Agreement. Capitalized 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 orthe Agreement, as applicable. 

 

ARTICLE II 

 

Amendments to the Supplement

 

SECTION 2.01. Section 2.01 which modifies, inter alia, Article IX of theAgreement is hereby amended by replacing paragraph (ix) with: 

 

“(ix) the average of the Sales-Based Dilution Ratios as of the three most recent Determination Dates shall exceed 5%;”; 

 

by replacing paragraph (xiii) with: 

 

“(xiii) the average of the Sales-Based Default Ratios as of the three most recent Determination Dates shall exceed 4%;”; and 

 

by replacing paragraph (xviii) with: 

 

“(xviii) the average of the Delinquency Ratios as of the three mostrecent Determination Dates shall exceed 10%.” 

 

SECTION 2.02. The definition of “Series 1999-1 Required Reserved Percentage” which is set forthin Section 9.1 of the Supplement is hereby replaced in its entirety with the following definition: 

 

“Series 1999-1 Required Reserved Percentage” as of any day means the sum of (i) the Dilution Reserve Percentage, (ii) the greater of (A)11.2% and (B) the Dynamic Loss Reserve Percentage and (iii) the Yield Reserve Percentage, in each case as most recently calculated. 

 

ARTICLE III 

 

Miscellaneous

 

SECTION 3.01. Counterparts. This Amendment may be executed in two or more counterparts (and by different parties on separate counterparts), each of which shall be an original, but all of which together shallconstitute one and the same instrument. 

 

SECTION 3.02.Headings. The headings herein are for purposes of reference only and shall not otherwise affect the meaning or interpretation of any provision hereof. 

 

SECTION 3.03. Supplement in Full Force and Effect as Amended. Except as specifically amended or waived hereby, all of the terms and conditions ofthe 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 theSupplement 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 BEGOVERNED BY AND 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 respectiveofficers as of the day and year first above written. 

 

COMPUCOM SYSTEMS, INC.
By:      
Name:
  
Title:

 

CSI FUNDING, INC.
By:      
Name:
  
Title:

 

WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, as trustee
By:      
Name:
  
Title:

 

Consented to by 100% of the Series 1999-1 Certificateholders:MARKET STREET FUNDING CORPORATIONBy:      
Name:
  
Title:

 

Consented to by:PNC BANK, NATIONAL ASSOCIATIONBy:      
Name:
  
Title:

 

Consented to by:IBM CREDIT CORPORATIONBy:      
Name:
  
Title: