AMENDMENT TO SECOND RESTATED AGREEMENT FOR WHOLESALE FINANCING
This Amendment to Second Restated Agreement for Wholesale Financing
("Amendment") is made by and between MICROAGE COMPUTER CENTERS, INC. ("MCCI"),
MICROAGE LOGISTICS SERVICES, INC. ("MLS"), and DEUTSCHE FINANCIAL SERVICES
CORPORATION ("DFS") as of the 31st day of October, 1997.
WHEREAS, DFS, MCCI and MLS entered into that certain Second Restated
Agreement for Wholesale Financing dated as of August 3, 1995, as amended (the
"AWF");
WHEREAS, DFS, MCCI and MLS desire to amend the AWF as provided herein.
NOW, THEREFORE, for and in consideration of the premises, and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, DFS, MCCI and MLS agree as follows (except as otherwise defined
herein, all capitalized terms will have the same meanings set forth in the AWF,
and all references to MCCI shall be deemed references to MCCI and MLS, jointly
and severally):
1. Section 10(d) of the AWF is hereby amended and restated in its
entirety to read as follows:
"(d) The Consolidated Group shall at all times maintain, on a
consolidated basis, a ratio of (i) the sum of (A) current assets
plus (B) the Outstanding Balance of all Sold Receivables, to
(ii) the sum of (C) current liabilities plus (D) that portion of
the Outstanding Balance of all Sold Receivables which MCCI and
its affiliates have elected to receive if MCCI and its
affiliates have received any or all of the amount due prior to
Collection of such Sold Receivables by DFS pursuant to the third
sentence of Section 2.1.B of the Purchase Agreement, of not less
than 1.0 to 1."
2. Except as expressly modified or amended herein, all other terms and
provisions of the AWF, including without limitation all letter
agreements regarding interest charges, fees and other amounts payable to
DFS in connection with the AWF, to the extent consistent with the
foregoing, will remain unmodified and in full force and effect and the
AWF, as hereby amended, is ratified and confirmed by DFS, MCCI and MLS.
IN WITNESS WHEREOF, DFS, MCCI and MLS have executed this Amendment as of
the date and year first above written.
MICROAGE COMPUTER CENTERS, INC. DEUTSCHE FINANCIAL SERVICES CORPORATION
By: /s/ Xxxxx X. Xxxxxx By: /s/ Xxxxxxx X. Xxxxx
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Title: Treasurer Title: Area General Manager
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MICROAGE LOGISTICS SERVICES, INC.
By: /s/ Xxxxx X. Xxxxxx
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Title: Treasurer
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