AMENDMENT TO SECOND RESTATED AGREEMENT FOR WHOLESALE FINANCING
This Amendment to Second Restated Agreement for Wholesale Financing
("Amendment") is made by and between MICROAGE COMPUTER CENTERS, INC. ("MCCI"),
MICROAGE LOGISTICS SERVICES, INC. ("MLS"), and DEUTSCHE FINANCIAL SERVICES
CORPORATION ("DFS") as of the 5th day of February, 1998.
WHEREAS, DFS, MCCI and MLS entered into that certain Second Restated
Agreement for Wholesale Financing dated as of August 3, 1995, as amended (the
"AWF");
WHEREAS, DFS, MCCI and MLS desire to amend the AWF 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, DFS, MCCI and MLS agree as follows (except as otherwise defined
herein, all capitalized terms will have the same meanings set forth in the AWF,
and all references to MCCI shall be deemed references to MCCI and MLS, jointly
and severally):
1. The definition of the "Regular Line of Credit" as set forth in
Section 1 of the AWF is hereby amended to mean a line of credit to
finance the purchase of Inventory by MCCI and MLS in an amount up to One
Hundred Fifty Million Dollars ($150,000,000.00).
2. Subsection 9(a)(i) of the AWF is hereby amended and restated in its
entirety to read as follows (all references to MCCI shall be deemed to
be references to MCCI and MLS, jointly and severally):
"(i) sixty percent (60%) of the remainder of (A) the wholesale
invoice price to MCCI of the Excess Inventory as reflected in
the Inventory Warehouse Status Report, minus (B) an obsolescence
reserve in the amount of Three Percent (3%) of the wholesale
invoice price net of any price protection credits to MCCI of the
Excess Inventory which are not reflected in the Inventory
Warehouse Status Report, or such other obsolescence reserve
amount as DFS deems reasonably necessary from time to time;
minus (C) any Deficit Net Collateral Value of the Regular
Inventory and any Deficit Net Collateral Value of the IBM Credit
Inventory, as calculated pursuant to clause (ii) below, and
minus (D) the Guaranty Reserve Amount as defined in clause (iii)
below (the 'Net Excess Inventory Availability');"
3. The reference to Three Hundred Million Dollars ($300,000,000.00) at
the end of the second to last sentence of Section 21 of the AWF is
hereby amended to mean Four Hundred Million Dollars ($400,000,000.00).
4. Except as expressly modified or amended herein, all other terms and
provisions of the AWF, including without limitations 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 and MLS.
IN WITNESS WHEREOF, DFS, MCCI and MLS have executed this Amendment as of
the date and year first above written.
MICROAGE COMPUTER CENTERS, INC. DEUTSCHE FINANCIAL SERVICES CORPORATION
By: /s/ Xxxxx X. Xxxxxx By: /s/ Xxxxxxx X. Xxxxx
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Title: Treasurer Title: Area General Manager
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MICROAGE LOGISTICS SERVICES, INC.
By: /s/ Xxxxx X. Xxxxxx
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Title: Treasurer
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