AMENDMENT NO. 2
TO
LOAN AGREEMENT
AMENDMENT NO. 2 dated as of September 30, 1999, among MERISEL AMERICAS,
INC. ("Borrower"), the financial institutions listed on the signature pages
hereof (each a "Lender" and collectively, the "Lenders") and BANK OF AMERICA,
N.A., as agent (the "Agent").
WHEREAS, the Borrower, the Agent and the Lenders are parties to a
certain Loan and Security Agreement, dated as of June 30, 1998 (the "Loan
Agreement"), pursuant to which the Lenders have agreed, subject to the terms and
conditions therein set forth, to provide certain financial accommodations to the
Borrower; and
WHEREAS, the Borrower desires that the Lenders amend certain provisions
of the Loan Agreement, and the Lenders are willing, subject to the terms and
conditions hereinafter set forth, to do so;
NOW, THEREFORE, the Borrowers and the Lenders hereby agree as follows:
SECTION 1. CAPITALIZED TERMS. Capitalized terms used but not
defined herein shall have the respective meanings set forth in the Loan
Agreement.
SECTION 2. AMENDMENTS
(a) The definition of "Applicable Margin" set forth in
Section 1.1 of the Loan Agreement is hereby amended by:
(i) deleting the amount of "0%" set forth in clause (i) thereof and
substituting therefor the amount of ".75%"; and
(ii) deleting the amount of "2.25%" set forth in
the table contained in such definition and
substituting therefor the amount of "3.00%."
(b) Sections 9.22 and 9.23 of the Loan Agreement are
hereby amended to read in their entirety as follows:
"9.22 Minimum Adjusted Net Earnings from Operations. The
Parent will maintain Adjusted Net Earnings from Operations,
determined as of the last day of each Fiscal Year, of not less
than ($35,000,000) for 1999, ($11,500,000) for 2000 and
$3,000,000 for each Fiscal year thereafter.
9.23 Interest Coverage Ratio. For the fiscal periods set forth
below, the Parent will maintain an Interest Coverage Ratio in
the amount set forth opposite such fiscal period:
Fiscal Period Ratio
Four quarters ending September 30, 1999 .72 to 1.00
Four quarters ending December 31, 1999 .15 to 1.00
Quarter ending March 31, 2000 .90 to 1.00
Quarter ending June 30, 2000 .90 to 1.00
Quarter ending September 30, 2000 1.00 to 1.00
Quarter ending December 31, 2000 1.10 to 1.00
Each quarter ending thereafter 1.10 to 1.00"
SECTION 3. EFFECTIVENESS. The amendment made herein shall become
effective as of September 30, 1999, when (i) the Lenders shall have duly
executed and delivered this Agreement and counterparts hereof shall have been
duly executed and delivered to the Agent by the Borrower and (ii) Borrower shall
have paid Agent on behalf of Lenders an amendment fee of $75,000.
SECTION 4. COUNTERPARTS AND GOVERNING LAW. This Agreement may be
executed in counterparts, each of which shall be an original, and all of which,
taken together, shall constitute a single instrument. This Agreement shall be
governed by, and construed in accordance with the law of the State of
California.
SECTION 5. REFERENCES TO LOAN AGREEMENT. From and after the
effectiveness of this Agreement and the waivers and agreements contemplated
hereby, all references in the Loan Agreement to "this Agreement", "hereof",
"herein", and similar terms shall mean and refer to the Loan Agreement as
certain provisions thereof are amended or supplemented by this Agreement, and
all references in other documents to the Loan Agreement shall mean such
agreement as certain provisions thereof are amended or supplemented by this
Agreement.
SECTION 6. INVALIDITY. Whenever possible, each provision of this
Agreement shall be interpreted in such manner as to be effective and valid under
all applicable laws and regulations. If, however, any provision of this
Agreement shall be prohibited by or invalid under any such law or regulation, it
shall be deemed modified to conform to the minimum requirements of such law or
regulation, or if for any reason it is not deemed so modified, it shall be
ineffective and valid only to the extent of such prohibition or invalidity
without the remainder thereof or any of the remaining provisions of this
Agreement being prohibited or invalid.
SECTION 7. RATIFICATION AND CONFIRMATION. The Loan Agreement
is hereby ratified and confirmed and, except as herein otherwise agreed, remains
unmodified and in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective authorized officers as of the day and year
first above written.
MERISEL AMERICAS, INC.
By:___________________________
Title:________________________
BANK OF AMERICA, N.A.
Individually and as Agent
By:___________________________
Title:________________________
CONGRESS FINANCIAL CORPORATION
By:___________________________
Title:________________________
