Exhibit 10(qq) 

 

**AMENDMENT NUMBER 2 TO THE SERIES 2000-1 SUPPLEMENT**

 

Amendment Number 2, dated as of April 30, 2003 (this “Amendment”) to the Series 2000-1 Supplement, dated as of October 2, 2000 (as amended, the“Supplement”), by and among CSI Funding, Inc. (“CSI”), CompuCom Systems, Inc. (“CompuCom”), Lloyds TSB Bank PLC and Wells Fargo Bank Minnesota, National Association (f/k/a Norwest Bank Minnesota, National Association)(the “Trustee”). 

 

WHEREAS, the Supplement supplementsthe 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 amendmentsto the Supplement set forth below; 

 

In consideration of themutual agreements herein contained, each party agrees as 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 termsof this Amendment shall have the meaning assigned to such terms in the Supplement or the Agreement, as applicable. 

 

ARTICLE II 

 

Amendments to the Supplement

 

SECTION 2.01.Section 2.01 which modifies, inter alia, Article IX of the Agreement 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 threemost recent Determination Dates shall exceed 4%;”; and 

 

by replacingparagraph (xviii) with: 

 

“(xviii) the average of theDelinquency Ratios as of the three most recent Determination Dates shall exceed 10%.” 

 

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 ofwhich 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 reference only and shall not otherwise affect the meaning or interpretation of anyprovision hereof. 

 

SECTION 3.03. Supplement in Full Forceand Effect as Amended. Except 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 deemedto 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, asamended 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 CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUTREFERENCE 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 2000-1 Certificateholders:LLOYDS TSB BANK PLCBy:      
Name:
  
Title:

 

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