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. ("MCCI"), MICROAGE
SOLUTIONS, INC. ("MAS"), MCSA, INC. ("MCSA"), MCSZ, INC. ("MCSZ"), MCSJ, INC.
("MCSJ"), MCSP, INC. ("MCSP"), MCSQ, INC. ("MCSQ"), MCST, INC. ("MCST"), MCSR,
INC. ("MCSR"), MCSS, INC. ("MCSS"), MICROAGE LOGISTICS SERVICES, INC. ("MLS"),
COMPLETE DISTRIBUTION, INC. ("CDI"), MICROAGE INFOSYSTEMS SERVICES, INC.
("MIS"), ADVANCED SYSTEMS CONSULTANTS, INC. ("ASC"), PCCLEARANCE, INC. ("PC"),
IMAGE CHOICE, INC. ("Image"), and MCSY, INC. ("MCSY") (individually and
collectively, "Seller"), the affiliates of Seller listed in the third Recital
hereto, and DEUTSCHE FINANCIAL SERVICES CORPORATION ("Purchaser") as of April
30, 1998.
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, certain entities comprising the Seller desire to participate
in the corporate restructuring described on Exhibit A attached hereto (the
"Restructuring"); and
WHEREAS, Pinacor, Inc. ("Pinacor"), Cass Marketing Services, Inc.
("Cass"), Advanced Information Services, Inc. ("AIS"), Margre, Inc. ("Margre"),
Plus Fours, Inc. ("Plus"), Integrated Solutions Incorporated ("ISI"), WASH Data,
Inc. ("WASH"), N Corporation ("N"), CAL Data, Inc. ("CAL"), Xxxxxx Computer,
Inc. ("Xxxxxx"), KNB, Inc. ("KNB"), Pride Technologies, Inc. ("Pride"), Access
MicroSystems, Inc. ("Access"), and Micro Retailing, Inc. ("MicroRetailing") are
affiliates of Seller and will be creating accounts receivable which they desire
to sell to Purchaser; and
WHEREAS, Seller, Purchaser, Pinacor, Cass, AIS, Margre, Plus, ISI,
WASH, N, CAL, Xxxxxx, KNB, Pride, Access, and MicroRetailing believe that it is
in their best interests to make Pinacor, Cass, AIS, Margre, Plus, ISI, WASH, N,
CAL, Xxxxxx, KNB, Pride, Access, and MicroRetailing parties to the Purchase
Agreement as additional Sellers thereunder; and
WHEREAS, ASC, MAS, MCSJ, MCSP, MCSQ, MCST, MCSR, MCSY, and MCSZ are
being merged out of existence in the Restructuring and are not and will not be
generating accounts receivable; and
WHEREAS, MIS, MCSS and PC are no longer generating accountants
receivable; and
WHEREAS, Seller desires the consent of Purchaser to the Restructuring
and in connection therewith to amend the Purchase Agreement in the manner
hereinafter set forth.
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. Seller represents and warrants to Purchaser that Exhibit A
completely and accurately describes the Restructuring. The Purchaser
hereby consents to the Restructuring.
2. MIS, MCSS, and PC are hereby released from all obligations under the
Purchase Agreement, such parties agree that no accounts receivable
generated by them will appear on any assignment schedule delivered
pursuant to the Purchase Agreement, and such parties shall no longer be
party to the Purchase Agreement.
3. Pinacor, Cass, AIS, Margre, Plus, ISI, WASH, N, CAL, Xxxxxx, KNB,
Pride, Access, and MicroRetailing are hereby made parties to the
Purchase Agreement, and all references to "Seller" in the Purchase
Agreement shall be deemed to be references to MCCI, MCSA, MLS, CDI, and
Image (collectively, the "Original Seller"), Pinacor, CASS, AIS,
Margre, Plus, ISI, WASH, N, CAL, Xxxxxx, KNB, Pride, Access and
MicroRetailing, acting jointly and severally. Pinacor, Cass, AIS,
Margre, Plus, ISI, WASH, N, CAL, Xxxxxx, KNB, Pride, Access, and
MicroRetailing 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, Pinacor, Cass, AIS,
Margre, Plus, ISI, WASH, N, CAL, Xxxxxx, KNB, Pride, Access, and
MicroRetailing 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 Pinacor, Cass, AIS, Margre, Plus, ISI, WASH,
N, CAL, Xxxxxx, KNB, Pride, Access, and MicroRetailing thereunder.
Original Seller, Pinacor, Cass, AIS, Margre, Plus, ISI, WASH, N, CAL,
Xxxxxx, KNB, Pride, Access, and MicroRetailing agree that they shall be
jointly and severally responsible and liable for all obligations,
representations and warranties of Original Seller, Pinacor, Cass, AIS,
Margre, Plus, ISI, WASH, N, CAL, Xxxxxx, KNB, Pride, Access, and
MicroRetailing 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,
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including Repurchase obligations pursuant to Section 2.1.D,
indemnification obligations pursuant to Section 10.1 and payments on
account of Collections received, Pinacor, Cass, AIS, Margre, Plus, ISI,
WASH, N, CAL, Xxxxxx, KNB, Pride, Access, and MicroRetailing 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.
Pinacor, Cass, AIS, Margre, Plus, ISI, WASH, N, CAL, Xxxxxx,
KNB, Pride, Access, and MicroRetailing 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.
4. 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.
5. Section 6.2(iii) of the Purchase Agreement is hereby amended and
restated in its entirety to read as follows:
"(iii) For the period commencing May 1, 1998 and ending August
31, 1998, the Consolidated Group shall at all times maintain,
on a consolidated basis, a ratio of (a) the sum of (I) total
liabilities plus (II) 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, to (b) Tangible Net
Worth, of less than seven and one-half (7.5) to one (1) (the
'Leverage Ratio'). Commencing September 1, 1998, the Leverage
Ratio shall at all times be less than six and one-half (6.5)
to one (1)."
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6. 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, and Pinacor, Cass, AIS, Margre,
Plus, ISI, WASH, N, CAL, Xxxxxx, KNB, Pride, Access and MicroRetailing.
IN WITNESS WHEREOF, Purchaser, Seller, Pinacor, Cass, AIS, Margre,
Plus, ISI, WASH, N, CAL, Xxxxxx, KNB, Pride, Access, and MicroRetailing 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
-------------------------
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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
-------------------------
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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
-------------------------
PINACOR, INC.
By: /s/ Xxxxx X. Xxxxxx
----------------------------
Title: Treasurer
-------------------------
CASS MARKETING SERVICES, INC.
By: /s/ Xxxxx X. Xxxxxx
----------------------------
Title: Treasurer
-------------------------
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ADVANCED INFORMATION
SERVICES, INC.
By: /s/ Xxxxx X. Xxxxxx
----------------------------
Title: Treasurer
-------------------------
MARGRE, INC.
By: /s/ Xxxxx X. Xxxxxx
----------------------------
Title: Treasurer
-------------------------
PLUS FOURS, INC.
By: /s/ Xxxxx X. Xxxxxx
----------------------------
Title: Treasurer
-------------------------
INTEGRATED SOLUTIONS
INCORPORATED
By: /s/ Xxxxx X. Xxxxxx
----------------------------
Title: Treasurer
-------------------------
WASH DATA, INC.
By: /s/ Xxxxx X. Xxxxxx
----------------------------
Title: Treasurer
-------------------------
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N CORPORATION
By: /s/ Xxxxx X. Xxxxxx
----------------------------
Title: Treasurer
-------------------------
CAL DATA, INC.
By: /s/ Xxxxx X. Xxxxxx
----------------------------
Title: Treasurer
-------------------------
XXXXXX COMPUTER, INC.
By: /s/ Xxxxx X. Xxxxxx
----------------------------
Title: Treasurer
-------------------------
KNB, INC.
By: /s/ Xxxxx X. Xxxxxx
----------------------------
Title: Treasurer
-------------------------
PRIDE TECHNOLOGIES, INC.
By: /s/ Xxxxx X. Xxxxxx
----------------------------
Title: Treasurer
-------------------------
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ACCESS MICROSYSTEMS, INC.
By: /s/ Xxxxx X. Xxxxxx
----------------------------
Title: Treasurer
-------------------------
MICRORETAILING, 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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