AMENDMENT #3 TO
AGREEMENT FOR WHOLESALE FINANCING
(Security Agreement)
This Amendment #3 to the Agreement for Wholesale Financing (this "Amendment") is
made as of March 13, 1998 by and between MicroAge Computer Centers, Inc., a
Delaware corporation ("MCCI"), MicroAge Logistics Services, Inc., a Delaware
corporation ("MLS") and IBM Credit Corporation, a Delaware corporation ("IBM
Credit").
RECITALS
MCCI, MLS and IBM Credit have entered into that certain Agreement for
Wholesale Financing dated as of December 17, 1993 (as amended, supplemented or
as otherwise modified from time to time, the "Agreement").
The parties have agreed to modify the Agreement as more specifically
set forth below, upon and subject to the terms and conditions set forth herein.
AGREEMENT
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, MCCI and MLS ("we" or "us") and IBM Credit ("you") hereby agree as
follows:
Section 1. All capitalized terms not otherwise defined herein shall have the
respective meanings set forth in the Agreement.
Section 2. Modification of Agreement
A. Paragraph 8 of the Agreement is hereby amended by deleting the fifth
sentence therein, and substituting in lieu thereof, the following sentence:
"We also agree that such insurance policy shall include a lender's loss
payable endorsement or mortgagee clause in form and substance satisfactory to
you designating that any loss payable thereunder with respect to such Products
shall be payable to you."
B. Paragraph 13(b) of the Agreement is hereby amended by deleting such
Paragraph 13(b) in its entirety and substituting, in lieu of thereof, the
following Paragraph 13(b):
"(b) {Deleted - space reserved to preserve overall
numbering scheme}"
C. Paragraph 13(c) of the Agreement is hereby amended by deleting such
Paragraph 13(c) in its entirety and substituting, in lieu of thereof, the
following Paragraph 13(c):
"(c) The Consolidated Group shall at all times maintain, on a
consolidated basis, a ratio of (i) the sum of (A) total liabilities plus (B)
that portion of the Outstanding Balance (as defined in the Purchase Agreement
executed with Deutche Financial Services (DFS) of all Sold Receivables (as
defined in the Purchase Agreement executed with DFS) which we and our affiliates
have elected to receive if we and our affiliates have received any or all of the
amount due prior to Collections (as defined in the Purchase Agreement executed
with DFS) of such Sold Receivables by DFS pursuant to Section 2.1.B of such
Purchase Agreement, to (ii) Tangible Net Worth of less than six and one half
(6.5) to one (1.0) (the "Leverage Ratio")."
D. Paragraph 13(d) of the Agreement is hereby amended by deleting such
Paragraph 13(d) in its entirety and substituting, in lieu of thereof, the
following Paragraph 13(d):
"(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 we and our affiliates have elected to receive if we and our
affiliates have received any and all of the amount due prior to Collection of
such Sold Receivables by you pursuant to the third sentence of Section 2.1.B of
the Purchase Agreement, of not less than one (1.0) to one (1.0)."
E. Paragraph 15 (b) (2) of the Agreement is hereby amended by inserting
therein immediately following the word "consultants" the words ", any
participant of or any party or parties you may enter into discussions with to
assign or participate a portion of your interests in connection with any
obligations owed by us, including the obligations owed by us to DFS in which you
are participating pursuant to the Participation Agreement executed by and
between you and DFS on August 3, 1995,"
Section 3. Representations and Warranties. We make to you the following
representations and warranties all of which are material and are made to induce
you to enter into this Agreement.
Section 3.1 Accuracy and Completeness of Warranties and Representations. All
representations made by us in the Agreement were true and accurate and complete
in every respect as of the date made, and, as amended by this Amendment, all
representations made by us in the Agreement are true, accurate and complete in
every material respect as of the date hereof, and do not fail to disclose any
material fact necessary to make representations not misleading.
Section 3.2 Violation of Other Agreements. The execution and delivery of this
Amendment and the performance and observance of the covenants to be performed
and observed hereunder do not violate or cause us not to be in compliance with
the terms of any agreement to which we are a party.
Section 3.3 Litigation. Except as has been disclosed by us to you in writing,
there is no litigation, proceeding, investigation or labor dispute pending or
threatened against us, which if adversely determined, would materially adversely
affect our ability to perform our obligations under the Agreement and the other
documents, instruments and agreements executed in connection therewith or
pursuant hereto.
Section 3.4 Enforceability of Amendment. This Amendment has been duly
authorized, executed and delivered by us and is enforceable against us in
accordance with its terms.
Section 4. Ratification of Agreement. Except as specifically amended hereby, all
of the provisions of the Agreement shall remain unamended and in full force and
effect. We hereby, ratify, confirm and agree that the Agreement, as amended
hereby, represents a valid and enforceable obligation of ours, and is not
subject to any claims, offsets or defense.
Section 5. Governing Law. This Amendment shall be governed by and interpreted in
accordance with the laws of the State of Arizona.
Section 6. Counterparts. This Amendment may be executed in any number of
counterparts, each of which shall be an original and all of which shall
constitute one agreement.
IN WITNESS WHEREOF, this Amendment has been duly executed by the authorized
officers of the undersigned as of the day and year first above written.
MICROAGE COMPUTER CENTERS, INC. MICROAGE LOGISTICS SERVICES, INC.
By: /s/ Xxxxx X. Xxxxxx By: /s/ Xxxxx X. Xxxxxx
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Title: Treasurer Title: Treasurer
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/s/ Xxxxx X. Xxxxx /s/ Xxxxx X. Xxxxx
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Asst. Secretary Asst. Secretary
Accepted and Agreed:
IBM CREDIT CORPORATION
By: /s/ Xxxxxx X. Xxxxxxx
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Title: Mgr. Global Strategic
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Account Marketing
