AMENDMENT TO SECOND RESTATED AGREEMENT
FOR WHOLESALE FINANCING
This Amendment to Second Restated Agreement for Wholesale Financing
("Amendment") is made by and among MicroAge Computer Centers, Inc. ("MCCI"),
MicroAge Logistics Services, Inc. ("MLS"), Pinacor, Inc. ("Pinacor"), and
Deutsche Financial Services Corporation ("DFS") as of April 30, 1998.
WHEREAS, DFS, MCCI, and MLS entered into that certain Second Restated
Agreement for Wholesale Financing, dated August 3, 1995, as amended (the "AWF");
WHEREAS, Pinacor is an affiliate of MCCI and MLS and will be acquiring
inventory with financing provided by DFS;
WHEREAS, DFS, MCCI, MLS and Pinacor believe it is in their best
interests to make Pinacor a party to the AWF;
WHEREAS, MCCI, MLS, and Pinacor desire to participate in the corporate
restructuring described on Exhibit A attached hereto (the "Restructuring"); and
WHEREAS, MCCI, MLS, and Pinacor desire the consent of DFS to the
Restructuring and in connection therewith to amend the AWF 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, DFS, MCCI, MLS, and Pinacor agree as follows (except as otherwise
defined herein, all capitalized terms will have the same meanings set forth in
the AWF):
1. MCCI, MLS, and Pinacor represent and warrant to DFS that
Exhibit A completely and accurately describes the
Restructuring. DFS hereby consents to the Restructuring.
2. Pinacor is hereby made a party to the AWF, and all references
to "MCCI" in the AWF shall be deemed to be references to
MicroAge Computer Centers, Inc., MicroAge Logistics Services,
Inc., and Pinacor, Inc. acting jointly and severally. Pinacor
hereby expressly assumes, on a joint and several basis, all
obligations of MCCI and MLS under the AWF, including, without
limitation, all obligations regarding interest charges, fees
and other amounts payable to DFS under letter agreements
executed by MCCI, MLS and DFS in connection with the AWF.
Nothing herein shall be deemed to release MCCI or MLS from any
such obligations. MCCI, MLS and Pinacor hereby affirm all
representations,
warranties and obligations of MCCI and MLS in the AWF. MCCI,
MLS and Pinacor agree that they shall be jointly and severally
responsible and liable for all obligations, representations
and warranties of MCCI and/or MLS and/or Pinacor under the
AWF, as amended hereby.
In furtherance of the foregoing and not as a limitation, to
secure all of its current and future debts owed to DFS,
whether under the AWF or any current or future guaranty or
other agreement, Pinacor grants to DFS a security interest in
all inventory, equipment, fixtures, accounts, contract rights,
chattel paper, instruments, documents of title, deposit
accounts, reserves and general intangibles, now owned or
hereafter acquired, and all attachments, parts, accessories,
accessions, 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 the possession or control of Pinacor or any
computer bureau from time to time acting for Pinacor, 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.
3. Exhibit B to the AWF is hereby restated in its entirety and
replaced by Exhibit B attached hereto and incorporated herein
by reference.
4. Exhibit D to the AWF is hereby restated in its entirety and
replaced by Exhibit D attached hereto and incorporated herein
by reference.
5. Section 10(c) of the AWF is hereby amended and restated in its
entirety to read as follows:
"(c) 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 (i) the sum of (A) total
liabilities plus (B) that portion of the Outstanding Balance
(as defined in the Purchase Agreement) of all Sold Receivables
(as defined in the Purchase Agreement) which MCCI and its
affiliates have elected to receive if MCCI and its affiliates
have received any or all of the amount due prior to Collection
(as defined in the Purchase Agreement) of such Sold
Receivables by DFS) pursuant to the third sentence of Section
2.1.B of the Purchase Agreement, to (ii) Tangible Net Worth,
of less than 7.5 to 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)."
2
6. Except as expressly modified or amended herein, all other
terms and provisions of the AWF, including, without
limitation, all letter agreements regarding interest charges,
fees and other amounts payable to DFS in connection with the
AWF, to the extent consistent with the foregoing, will remain
unmodified and in full force and effect and the AWF, as hereby
amended, is ratified and confirmed by DFS, MCCI, MLS, and
Pinacor.
IN WITNESS WHEREOF, DFS, MCCI, MLS, and Pinacor have executed this
Amendment as of the date and year first above written.
MICROAGE COMPUTER CENTERS, INC.
By: /s/ Xxxxx X. Xxxxxx
----------------------------
Title: Treasurer
-------------------------
MICROAGE LOGISTICS SERVICES, INC.
By: /s/ Xxxxx X. Xxxxxx
----------------------------
Title: Treasurer
-------------------------
PINACOR, INC.
By: /s/ Xxxxx X. Xxxxxx
----------------------------
Title: Treasurer
-------------------------
DEUTSCHE FINANCIAL SERVICES
CORPORATION
By: /s/ Xxxxxxx X. Xxxxx
----------------------------
Title: Area General Manager
-------------------------
3
