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., MCSJ, INC., MCSP, INC., MCSQ, INC., MCST, INC.,
MCSR, INC., MCSS, INC., MICROAGE LOGISTICS SERVICES, INC., COMPLETE
DISTRIBUTION, INC., MICROAGE INFOSYSTEMS SERVICES, INC., ADVANCED SYSTEMS
CONSULTANTS, INC., PCCLEARANCE, INC., IMAGE CHOICE, INC. and MCSY, INC.
(individually and collectively, "Seller") and DEUTSCHE FINANCIAL SERVICES
CORPORATION ("Purchaser") as of the 31st day of October, 1997.
WHEREAS, Purchaser and Seller entered into that certain Restated and
Amended Purchase Agreement dated as of August 3, 1995, as amended (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 and Seller agree as follows (except as otherwise defined
herein, all capitalized terms will have the same meanings set forth in the
Purchase Agreement):
1. Section 6.2(iv) of the Purchase Agreement is hereby amended and
restated in its entirety to read as follows:
"(iv) The Consolidated Group shall at all times maintain, on a
consolidated basis, a ratio of (a) the sum of (I) current
assets, plus (II) the Outstanding Balance of all Sold
Receivables to (b) the sum of (III) current liabilities plus
(IV) that portion of the Outstanding Balance of all Sold
Receivables which Seller has elected to receive if Seller has
received any or all of the amount due prior to Collection of
such Sold Receivables by Purchaser pursuant to the third
sentence of Section 2.1.B, of not less than one (1.0) to one
(1)."
2. 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 and Seller.
IN WITNESS WHEREOF, Purchaser and Seller have executed this Amendment as
of the date and year first above written.
SELLER MICROAGE COMPUTER CENTERS, INC.
By: /s/ Xxxxx X. Xxxxxx
----------------------------
Title: Treasurer
-------------------------
MICROAGE SOLUTIONS, INC.
By: /s/ Xxxxx X. Xxxxxx
----------------------------
Title: Treasurer
-------------------------
MCSA, INC.
By: /s/ Xxxxx X. Xxxxxx
----------------------------
Title: Treasurer
-------------------------
MCSZ, INC.
By: /s/ Xxxxx X. Xxxxxx
----------------------------
Title: Treasurer
-------------------------
MCSJ, INC.
By: /s/ Xxxxx X. Xxxxxx
----------------------------
Title: Treasurer
-------------------------
MCSP, INC.
By: /s/ Xxxxx X. Xxxxxx
----------------------------
Title: Treasurer
-------------------------
MCSQ, INC.
By: /s/ Xxxxx X. Xxxxxx
----------------------------
Title: Treasurer
-------------------------
MCST, INC.
By: /s/ Xxxxx X. Xxxxxx
----------------------------
Title: Treasurer
-------------------------
MCSR, INC.
By: /s/ Xxxxx X. Xxxxxx
----------------------------
Title: Treasurer
-------------------------
MCSS, INC.
By: /s/ Xxxxx X. Xxxxxx
----------------------------
Title: Treasurer
-------------------------
MICROAGE LOGISTICS SERVICES, INC.
By: /s/ Xxxxx X. Xxxxxx
----------------------------
Title: Treasurer
-------------------------
COMPLETE DISTRIBUTION, INC.
By: /s/ Xxxxx X. Xxxxxx
----------------------------
Title: Treasurer
-------------------------
MICROAGE INFOSYSTEMS SERVICES, INC.
By: /s/ Xxxxx X. Xxxxxx
----------------------------
Title: Treasurer
-------------------------
ADVANCED SYSTEMS CONSULTANTS, INC.
By: /s/ Xxxxx X. Xxxxxx
----------------------------
Title: Treasurer
-------------------------
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PCCLEARANCE, INC.
By: /s/ Xxxxx X. Xxxxxx
----------------------------
Title: Treasurer
-------------------------
IMAGE CHOICE, INC.
By: /s/ Xxxxx X. Xxxxxx
----------------------------
Title: Treasurer
-------------------------
MCSY, INC.
By: /s/ Xxxxx X. Xxxxxx
----------------------------
Title: Treasurer
-------------------------
PURCHASER DEUTSCHE FINANCIAL SERVICES CORPORATION
By: /s/ Xxxxxxx X. Xxxxx
----------------------------
Title: Area General Manager
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