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Exhibit 10.2.1
AMENDMENT NO. 11 TO THE
FOURTH AMENDED AND RESTATED AGREEMENT FOR WHOLESALE FINANCING
This Amendment No. 11 to the Fourth Amended and Restated Agreement for Wholesale
Financing (this "Amendment") is made as of January 29, 1998 by and between
ENTEX Information Services, Inc., a Delaware corporation ("Borrower") and IBM
Credit Corporation, a Delaware corporation ("IBM Credit").
RECITALS
A. Borrower and IBM Credit have entered into that certain Fourth Amended
and Restated Agreement for Wholesale Financing dated as of September 15, 1995
(as amended on September 19, 1995 and as further amended, supplemented or
otherwise modified from time to time, the "Agreement").
B. The parties have agreed to modify the Agreement as more specifically
set forth below, upon and subject to the terms and conditions of this Amendment
as 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, Borrower and IBM Credit hereby agree as follows:
Section 1. Definitions. All capitalized terms not otherwise defined herein
shall have the respective meanings set forth in the Agreement.
Section 2. Modification of Agreement
A. Section 3(c) of the Agreement is hereby amended by deleting the first
paragraph and items (A) through (E) thereof in their entirety and substituting,
in lieu thereof, the following:
"(c) "Value" shall mean at any time with respect to the items
specified below (i) which are owned by (and in the possession or under the
control of) Borrower and located in a jurisdiction in the United States in
which the Uniform Commercial Code has been adopted and (ii) as to which IBM
Credit has a valid, perfected first priority security interest, the sum of each
percentage specified opposite each such item of (x) in the case of any item of
Eligible Ingram Non-Financed Products, Financed Products or other inventory,
the lower of such item's cost and fair market value (in each case, net of
applicable reserves), provided that the aggregate Value of all Eligible Ingram
Non-Financed Products shall not exceed $15,000,000, and (y) in the case of
Eligible Receivables and Authorized Supplier Claims described below, the
outstanding face amount thereof.
ENTEX11 (01/98) page 1 of 4
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A. Financed Products and other inventory located in the Erlanger, Kentucky; Canton, Massachusetts; Frederick,
Maryland; Kent, Washington; Atlanta, Georgia; Rio Rancho, New Mexico; Dupont, Oregon; Santa Clara, California;
Folsom, California; Sacramento, California; Chandler, Arizona; Wichita, Kansas; or Redmond, Washington warehouse.
(i) Obsolete or defective Service Parts 0%
(ii) IBM Service Parts which are neither obsolete nor defective 50%
(iii) Service parts which are neither IBM Service Parts nor obsolete or defective 50%
(iv) Financed Products on display for demonstration purposes 0%
(v) Financed Products constituting clearance or returned goods 0%
(vi) All other Financed Products 100%
(vii) Eligible Ingram Non-Financed Products 50%
Note: the total Value for Eligible Ingram Non-Financed Products shall not exceed $15,000,000
(viii) Other inventory constituting Collateral 20%
B. Financed Products and other inventory located outside of the Erlanger, Kentucky; Canton, Massachusetts; Frederick,
Maryland; Kent, Washington; Atlanta, Georgia; Rio Rancho, New Mexico; Dupont, Oregon; Santa Clara, California;
Folsom, California; Sacramento, California; Chandler, Arizona; Wichita, Kansas; or Redmond, Washington warehouse.
(ix) IBM Service Parts 0%
(x) Financed Products on display for demonstration purposes 0%
(xi) Financed Products constituting clearance or returned goods 0%
(xii) All other Financed Products 80%
(xiii) Eligible Ingram Non-Financed Products (other than Xxxxxx Micro Products) 0%
(xiv) Other inventory constituting Collateral 3%
C. Eligible Receivables 90%
D. Authorized Supplier Claims 100%
E. Section 19 of the Agreement is hereby amended by deleting the defined terms of "HP Special Accounts Collateral" and
"HP Special Inventory Collateral."
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Section 3. Representations and Warranties. Borrower makes to IBM Credit the
following representations and warranties all of which are material and are made
to induce IBM Credit to enter into this Amendment.
Section 3.1 Accuracy and Completeness of Warranties and Representations. All
representations made by Borrower 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 Borrower 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 Borrower not to be in
compliance with the terms of any agreement to which Borrower is a party.
Section 3.3 Litigation. Except as has been disclosed by Borrower to IBM Credit
in writing, there is no litigation, proceeding, investigation or labor dispute
pending or threatened against Borrower, which if adversely determined, would
materially adversely affect Borrower's ability to perform Borrower's
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 Borrower and is enforceable against
Borrower 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. Borrower hereby, ratifies, confirms and agrees that the Agreement,
as amended hereby, represents a valid and enforceable obligation of Borrower,
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 New York.
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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.
ENTEX INFORMATION SERVICES, INC.
By: /s/ Xxxx Xxxxxxxxxxx
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Title: Treasurer
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Accepted and Agreed:
IBM CREDIT CORPORATION
By: /s/ Xxxxx Xxxxxx
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Title: Manager Credit-Selected Accounts
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