AMENDMENT TO RESTATED AND AMENDED PURCHASE AGREEMENT
This Amendment to Restated and Amended Purchase Agreement ("Amendment")
is made by and between MICROAGE COMPUTER CENTERS, INC., MICROAGE SOLUTIONS,
INC., MCSA, INC., MCSZ, INC. (formerly known as MCSB, INC.), MCSJ, INC., MCSP,
INC., MCSQ, INC., XXXXX MICRO SYSTEMS, INC. and MCST, INC. (individually and
collectively, "Seller"), MCSR, INC., MCSS, INC., MICROAGE LOGISTICS SERVICES,
INC. ("MLS"), COMPLETE DISTRIBUTION, INC. ("CDI"), MICROAGE INFOSYSTEMS
SERVICES, INC. ("MIS"), ADVANCED SYSTEMS CONSULTANTS, INC. ("ASC"), PCCLEARANCE,
INC. ("PCI"), IMAGE CHOICE, INC. ("ICI"), MCSY, INC. and DEUTSCHE FINANCIAL
SERVICES CORPORATION ("Purchaser") as of the 31st day of March, 1997.
WHEREAS, Purchaser and Seller entered into that certain Restated and
Amended Purchase Agreement dated as of August 3, 1995 (the "Purchase
Agreement");
WHEREAS, MCSR, Inc., MCSS, Inc., MLS, CDI, MIS, ASC, PCI, ICI and MCSY,
Inc. are affiliates of Seller and will be creating accounts receivable which
they desire to sell to Purchaser;
WHEREAS, Seller, Purchaser, MCSR, Inc., MCSS, Inc., MLS, CDI, MIS, ASC,
PCI, ICI and MCSY, Inc. believe it is in their best interests to make MCSR,
Inc., MCSS, Inc., MLS, CDI, MIS, ASC, PCI, ICI and MCSY, Inc. parties to the
Purchase Agreement as additional Sellers thereunder; and
WHEREAS, Xxxxx Micro Systems, Inc. is in the process of being dissolved
and is not generating accounts receivable;
WHEREAS, Purchaser is willing to release Xxxxx Micro Systems, Inc. from
its obligations under the Purchase Agreement; and
WHEREAS, Purchaser and Seller desire to amend the Purchase Agreement 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, Purchaser, Seller, MCSR, Inc., MCSS, Inc., MLS, CDI, MIS, ASC,
PCI, ICI and MCSY, Inc. agree as follows (except as otherwise defined herein,
all capitalized terms will have the same meanings set forth in the Purchase
Agreement):
1. Xxxxx Micro Systems, Inc. is hereby released from all obligations
under the Purchase Agreement.
2. MCSR, Inc., MCSS, Inc., MLS, CDI, MIS, ASC, PCI, ICI and MCSY, Inc.
are hereby made parties to the Purchase Agreement, and all references
to "Seller" in the Purchase Agreement shall be deemed to be references
to MicroAge Computer Centers, Inc., MicroAge Solutions, Inc., MCSA,
Inc., MCSZ, Inc., MCSJ, Inc., MCSP, Inc., MCSQ, Inc., MCST, Inc.
(collectively, the "Original Seller"), MCSR, Inc., MCSS, Inc., MLS,
CDI, MIS, ASC, PCI, ICI and MCSY, Inc., acting jointly and severally.
MCSR, Inc., MCSS, Inc., MLS, CDI, MIS, ASC, PCI, ICI and MCSY, Inc.
hereby expressly assume, on a joint and several basis, all obligations
of Original Seller under the Purchase Agreement, including without
limitation all obligations regarding fees and other amounts payable to
Purchaser under letter agreements executed by Original Seller and
Purchaser in connection with the Purchase Agreement. Nothing herein
shall be deemed to release any Original Seller from any such
obligations. Original Seller, MCSR, Inc., MCSS, Inc., MLS, CDI, MIS,
ASC, PCI, ICI and MCSY, Inc. hereby affirm all representations,
warranties and repurchase obligations of Original Seller in the
Purchase Agreement, in connection with Accounts sold by Original Seller
and agree that they make identical representations, warranties and
agreements with respect to Accounts to be sold by MCSR, Inc., MCSS,
Inc., MLS, CDI, MIS, ASC, PCI, ICI and MCSY, Inc. thereunder. Original
Seller, MCSR, Inc., MCSS, Inc., MLS, CDI, MIS, ASC, PCI, ICI and MCSY,
Inc. agree that they shall be jointly and severally responsible and
liable for all obligations, representations and warranties of Original
Seller, MCSR, Inc.,
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MCSS, Inc., MLS, CDI, MIS, ASC, PCI, ICI and MCSY, Inc. under the
Purchase Agreement, as amended hereby.
In furtherance of the foregoing and not as a limitation, to secure all
of their respective current and future debts to Purchaser, whether
under the Purchase Agreement or any current or future guaranty or other
agreement, including without limitation all obligations of Seller
arising in connection with the Purchase Agreement, whether now or
hereafter existing, due or to become due, direct or indirect, or
absolute or contingent, including Repurchase obligations pursuant to
Section 2.1.D, indemnification obligations pursuant to Section 10.1 and
payments on account of Collections received, MCSR, Inc., MCSS, Inc.,
MLS, CDI, MIS, ASC, PCI, ICI and MCSY, Inc. hereby assign and grant to
Purchaser a security interest in all of their respective right, title
and interest now or hereafter existing in, to and under all inventory,
equipment, fixtures, accounts (including without limitation all Sold
Receivables), contract rights, chattel paper, instruments, documents of
title, deposit accounts, reserves and general intangibles, now owned or
hereafter acquired, and all attachments, accessions, parts,
accessories, substitutions and replacements thereto, and all proceeds
thereof, and to the extent related to the property described above, all
books, correspondence, credit files, records, invoices and other papers
and documents, including without limitation, to the extent so related,
all tapes, cards, computer runs, computer programs and other papers and
documents in their respective possession or control or any computer
bureau from time to time acting for each of them, and to the extent so
related, all rights in, to and under all policies of insurance,
including claims of rights to payments thereunder and proceeds
therefrom, including any credit insurance, and all proceeds thereof.
MCSR, Inc., MCSS, Inc., MLS, CDI, MIS, ASC, PCI, ICI and MCSY, Inc.
each hereby appoint MicroAge Computer Centers, Inc. as its duly
authorized agent for purposes of executing each Assignment of
Receivables, and each such Assignment of Receivables duly executed by
MicroAge Computer Centers, Inc. and delivered to Purchaser shall for
all purposes be deemed executed and delivered by each of them.
2. Schedules A and B, and Exhibit I, to the Purchase Agreement, are
hereby restated in their entirety and replaced by Schedules A and B,
and Exhibit I, attached hereto and incorporated herein by this
reference.
3. Except as expressly modified or amended herein, all other terms and
provisions of the Purchase Agreement, including without limitation all
letter agreements regarding fees and other amounts payable to Purchaser
in connection with the Purchase Agreement, to the extent consistent
with the foregoing, will remain unmodified and in full force and effect
and the Purchase Agreement, as hereby amended, is ratified and
confirmed by Purchaser, Seller, MCSR, Inc., MCSS, Inc., MLS, CDI, MIS,
ASC, PCI, ICI and MCSY, Inc.
IN WITNESS WHEREOF, Purchaser, Seller, MCSR, Inc., MCSS, Inc., MLS,
CDI, MIS, ASC, PCI, ICI and MCSY, Inc. have executed this Amendment as of the
date and year first above written.
SELLER MICROAGE COMPUTER CENTERS, INC.
By:
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Title:
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MICROAGE SOLUTIONS, INC.
By:
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Title:
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MCSA, INC.
By:
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Title:
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MCSZ, INC.
By:
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Title:
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MCSJ, INC.
By:
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Title:
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MCSP, INC.
By:
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Title:
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MCSQ, INC.
By:
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Title:
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XXXXX MICRO SYSTEMS, INC.
By:
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Title:
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MCST, INC.
By:
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Title:
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MCSR, INC.
By:
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Title:
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MCSS, INC.
By:
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Title:
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MICROAGE LOGISTICS SERVICES, INC.
By:
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Title:
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COMPLETE DISTRIBUTION, INC.
By:
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Title:
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MICROAGE INFOSYSTEMS SERVICES, INC.
By:
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Title:
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ADVANCED SYSTEMS CONSULTANTS, INC.
By:
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Title:
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PCCLEARANCE, INC.
By:
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Title:
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3
IMAGE CHOICE, INC.
By:
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Title:
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MCSY, INC.
By:
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Title:
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PURCHASER DEUTSCHE FINANCIAL SERVICES CORPORATION
By:
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Title:
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