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SECOND WAIVER AND AGREEMENT
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SECOND WAIVER AND AGREEMENT (the "Agreement"), dated as of June 9, 2000,
among INACOM CORP., a Delaware corporation (the "Borrower"), the Banks party to
the Credit Agreement referred to below, IBM CREDIT CORPORATION, as Documentation
Agent, BANQUE NATIONALE DE PARIS, as Syndication Agent and DEUTSCHE BANK AG, NEW
YORK BRANCH, as Administrative Agent. Unless otherwise defined herein,
capitalized terms used herein shall have the meanings assigned to them in the
Credit Agreement or in the Waiver and Agreement referred to below.
RECITALS
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WHEREAS, the Borrower, the Banks, the Documentation Agent, the Syndication
Agent and the Administrative Agent are parties to a certain Credit Agreement,
dated as of April 9, 1999 (as amended, modified or supplemented to the date
hereof, the "Credit Agreement") pursuant to which the Banks have agreed to
extend credit to the Borrower;
WHEREAS, the Borrower, the Banks, the Documentation Agent, the Syndication
Agent and Administrative Agent are parties to a certain Waiver and Agreement,
dated as of May 24, 2000 (the "Waiver and Agreement") pursuant to which, inter
alia, the Banks have agreed to waive during the Waiver Period any Defaults or
Events of Default that existed as of the date of the Waiver and Agreement and
certain Defaults or Events of Default that could have existed or existed
thereafter under the Credit Agreement, as set forth in Section 1(b) of the
Waiver and Amendment and the Borrower has authorized the Collateral Agent to
direct Lockbox Banks to transfer Accounts Receivable Proceeds received by them
directly to the Collateral Agent for the account of the Collateral Agent and the
Banks;
WHEREAS, the Borrower and the Banks have agreed to amend certain provisions
of the Waiver and Agreement and the Credit Agreement, subject to and on the
terms and conditions set forth herein; and
WHEREAS, the parties hereto have decided to enter into the agreements
provided below, subject to and upon the terms and conditions set forth herein;
NOW, THEREFORE, for valuable consideration, the receipt and adequacy of
which is hereby acknowledged, the parties hereto hereby agree as follows:
1. Amendments and Waivers.
(a) Section 1(a) of the Waiver and Agreement is hereby amended by (i)
deleting the date "June 9, 2000" contained therein and (ii) inserting the date
"June 16, 2000" in lieu thereof. In addition to the dates set forth in clauses
(i) - (iv) of the last sentence of Section 1(a) of the Waiver and Agreement, the
Waiver Termination Date shall also occur at 5:00p.m. (New York time) on the
Business Day following the date, if any, on which the strategic buyer previously
identified to the Banks notifies the Borrower that it is not willing to purchase
the Borrower's service business.
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(b) Notwithstanding anything to the contrary contained in Section 2(b) of
the Waiver and Agreement, any monies which are deposited into the Collateral
Account during the period (the "Relevant Period") on or after June 8, 2000 to
and including the Waiver Termination Date (other than monies, if any, deposited
therein pursuant to Section 2(l) of the Waiver and Agreement) shall be promptly
released to the Borrower, by wire transfer to such account or accounts as the
Borrower may direct, upon the request of the Borrower, (x) to finance payroll at
the time it would customarily be funded (such financing not to exceed $6,000,000
in the aggregate), (y) to finance other critical operating expenses of the
Borrower and its Subsidiaries as determined in the reasonable judgement of the
Borrower (such financing not to exceed the lesser of (i) $3,000,000 and (ii) an
amount equal to the amount of monies which are deposited into the Collateral
Account during the Relevant Period minus the amount required to finance payroll
as provided in clause (x) above minus the amount required to be released to the
Borrower pursuant to clause (z) below) and (z) otherwise in accordance with the
provisions of Section 2(c) of the Waiver and Agreement. Notwithstanding the
above, the Banks hereby agree to finance the monies that may be required in
clauses (x) and (z) above to the extent that monies deposited in the Collateral
Account during the Relevant Period are insufficient to finance the monies
required in accordance with such clauses (x) and (z) above.
(c) Section 2(g) of the Waiver and Agreement is hereby amended by (i)
deleting the phrase "during the Waiver Period" contained therein and (ii)
inserting the phrase "from the Agreement Effective Date through and including
June 9, 2000" in lieu thereof.
(d) Section 2(i) of the Amendment and Waiver is hereby amended with effect
from the date hereof by (i) deleting the amount "$112,672,000" contained therein
and (ii) inserting the amount "$90,000,000" in lieu thereof.
(e) The term "Agreement Effective Date" as used in Section 1 of the Waiver
and Agreement, as amended by this Agreement, shall have the meaning set forth in
Section 4 of this Agreement.
(f) Section 7.12 of the Credit Agreement is hereby amended to read in its
entirety as follows:
"7.12 Intentionally Omitted."
2. Agreements. The Borrower, the other InaCom Entities and the Banks hereby
agree as follows:
(a) In order to induce the Banks to enter into this Agreement, each InaCom
Entity hereby remises, releases and forever discharges, and by these presents do
for their Subsidiaries (direct or indirect), and for themselves and their
predecessors, successors, affiliates and assigns (each a "Releasor"), remise,
release and forever discharge, the Administrative Agent, the Collateral Agent,
each Bank, and their predecessors, affiliates, subsidiaries (direct or
indirect), successors, assigns, participants, officers, directors, shareholders,
employees or agents, of and from all manner of actions at law or equity, all
causes of action for damages, costs, debts, sums of money, accounts, bills,
rights of indemnity, breach of contract, provision of labor or materials, loss
of use, loss of services, expenses, compensation, consequential or punitive
damages,
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equitable subordination, avoidance of preferential or fraudulent transfers, or
any other thing whatever, relating in any way to (i) this Agreement, the Credit
Agreement, the Obligations or any other Credit Document, (ii) any claims
(including, without limitation, for contribution or indemnification) which have
or could have arisen out of any of the transactions contemplated by this
Agreement or the Credit Documents or any other proceedings that have been
brought or may be brought by any party hereto or to any Credit Document or any
third party relating to the Credit Documents or the transactions contemplated
thereby, (iii) any acts, transactions or events that are the subject matter of
this Agreement or the Credit Documents or (iv) the prosecution of any claims or
any settlement negotiations which such Releasor ever had, now or which it, its
Subsidiaries (direct or indirect), or its successors or assigns hereafter can,
shall or may have against the Administrative Agent, each Bank, and their
predecessors, affiliates, Subsidiaries (direct or indirect), successors,
assigns, participants, officers, directors, shareholders, employees or agents,
by reason of (with respect to each of clauses (i)-(iv) above) any matter, cause
or thing whatsoever on or prior to the date hereof relating to this Agreement or
the Credit Documents; provided, however, that nothing herein shall be construed
or deemed to release (x) any covenants or agreements contained herein or in any
Credit Document so long as such Credit Document shall remain in full force and
effect or (y) the obligation, if any, of any Bank to turn over funds previously
paid to it that belong to third parties (it being understood that the Banks do
not believe that any such obligation on the part of the Banks currently exists).
(b) The Borrower represents and warrants that as of the end of business on
June 7, 2000, the InaCom Entities had approximately $0 in cash on hand in the
Operating and Disbursement Accounts (exclusive of payroll accounts), and
approximately $19,775,000 in the Payroll Accounts. The InaCom Entities shall be
entitled to retain all cash on deposit on such date in their Operating and
Disbursement Accounts and Payroll Accounts and shall not be required to deposit
such funds into the Collateral Account.
(c) The InaCom Entities shall use amounts on deposit in their Operating and
Disbursement Accounts and Payroll Accounts only for payroll and critical
operating expenses of the InaCom Entities.
3. Representations and Warranties. The Borrower hereby represents and
warrants to the Administrative Agent and the Banks that:
(a) The execution, delivery and performance by the InaCom Entities of this
Agreement have been duly authorized by all necessary corporate and other action
and do not and will not require any registration with, consent or approval of,
notice to or action by, any Person in order to be effective and enforceable. The
Credit Documents as modified by this Agreement constitute the legal, valid and
binding obligation of the InaCom Entities, enforceable against them in
accordance with their respective terms, except as limited by applicable
bankruptcy, insolvency, reorganization, moratorium or other similar laws now or
hereafter in effect relating to or affecting creditors' rights generally, and
subject to the limitations imposed by general equitable principles (regardless
whether such enforceability is considered in a proceeding at law or in equity).
(b) The InaCom Entities are entering into this Agreement on the basis of
their own investigation and for their own reasons, without reliance upon the
Administrative Agent, the Banks or any other Person.
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4. Agreement Effective Date. This Agreement shall become effective as of
the date (the "Agreement Effective Date") when each of the following shall have
occurred:
(a) Counterparts (or if elected by the Administrative Agent, an executed
facsimile copy) of this Agreement have been executed and delivered to the
Administrative Agent by the Borrower and the Required Banks;
(b) the Borrower shall have delivered to White & Case LLP, counsel to the
Administrative Agent, an amount sufficient to pay all outstanding invoices of
White & Case LLP and to replenish the retainer agreed to by the Borrower and the
Administrative Agent to $150,000; and
(c) the Borrower shall have delivered to FTI/Policano & Manzo, financial
consultant to White & Case LLP, an amount sufficient to pay all outstanding
invoices of FTI/Policano & Manzo and to replenish the retainer agreed to by the
Borrower and the Administrative Agent to $100,000.
5. Reservation of Rights. Except as expressly set forth in this Agreement,
each of the undersigned acknowledges and agrees that the execution and delivery
by the Administrative Agent, the Collateral Agent and the Banks of this
Agreement shall not be deemed (i) to create a course of dealing or otherwise
obligate the Administrative Agent, the Collateral Agent or the Banks to forbear
or execute similar agreements under the same or similar circumstances in the
future, (ii) to modify, relinquish or impair any right of the Administrative
Agent, the Collateral Agent or the Banks to receive any indemnity or similar
payment from any Person or entity as a result of any matter arising from or
relating to this Agreement, (iii) to waive any right of the Banks to receive
interest at an increased rate as a result of any Events of Default that may
occur under the Credit Agreement, (iv) to obligate the Banks in any way to
forbear from individually or collectively enforcing remedies under the Credit
Agreement or (v) a commitment from any of the Banks to forbear or "stand still."
Whether the Banks continue to make Loans or issue Letters of Credit or to
forbear from enforcing collection of outstanding Loans or other indebtedness is
and shall remain wholly discretionary with the Banks. Except as expressly set
forth in this Agreement, no past or future forbearance on the part of any of the
Banks should be viewed as a limitation upon or waiver of the absolute right and
privilege of the Banks in exercising rights and remedies that currently exist or
may exist after the Agreement Effective Date.
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6. Miscellaneous.
(a) Except as herein expressly amended or waived, all terms, covenants and
provisions of the Credit Agreement and the Waiver and Agreement are and shall
remain in full force and effect and all references therein to the Credit
Agreement shall henceforth refer to the Credit Agreement amended to the date
hereof and as modified by the Waiver and Agreement and this Agreement. This
Agreement shall be deemed incorporated into, and a part of, the Credit
Agreement.
(b) This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns. No third party
beneficiaries are intended in connection with this Agreement.
(c) This Agreement shall be governed by and construed in accordance with
the law of the State of New York.
(d) This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original, but all such counterparts together shall
constitute but one and the same instrument. Each of the parties hereto
understands and agrees that this document (and any other documents required
herein) may be delivered by any party thereto either in the form of an executed
original or an executed original sent by facsimile transmission to be followed
promptly by mailing of a hard copy original, and that receipt by the
Administrative Agent of a facsimile transmitted document purportedly bearing the
signature of a Bank or the Borrower shall bind such Bank or the Borrower,
respectively, with the same force and effect as the delivery of a hard copy
original. Any failure by the Administrative Agent to receive the hard copy
executed original of such document shall not diminish the binding effect of
receipt of the facsimile transmitted executed original of such document of the
party whose hard copy page was not received by the Administrative Agent.
(e) This Agreement, together with the Waiver and Agreement, the Credit
Agreement and the Credit Documents, contains the entire and exclusive agreement
of the parties hereto with reference to the matters discussed herein and
therein. This Agreement supersedes all prior drafts and communications with
respect thereto. This Agreement may not be amended except in accordance with the
provisions of Section 12.12 of the Credit Agreement.
(f) If any term or provision of this Agreement shall be deemed prohibited
by or invalid under any applicable law, such provision shall be invalidated
without affecting the remaining provisions of this Agreement, the Waiver and
Agreement or the Credit Agreement, respectively.
(g) The Borrower covenants to pay to or reimburse the Administrative Agent,
upon demand, for all reasonable costs and expenses (including allocated costs of
in-house counsel) actually incurred by the Administrative Agent in connection
with the development, preparation, negotiation, execution, delivery,
administration and enforcement of this Agreement. In addition, the Borrower
covenants to pay to or reimburse the Administrative Agent, upon demand, for all
fees, costs and disbursements of White & Case LLP and FTI/Policano & Manzo
incurred in connection with this Agreement and the Credit Documents, and to
replenish all
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retainers for White & Case LLP and FTI/Policano & Manzo as previously agreed by
the Borrower.
(h) Each of the undersigned InaCom Entities acknowledges and agrees that
all of the guarantees and security provided by it to or for the benefit of any
one or more of the Administrative Agent, the Collateral Agent and the Banks in
connection with, or otherwise applicable to, the debts and liabilities of itself
or the Borrower to any one or more of the Administrative Agent, the Collateral
Agent and the Banks under, in connection with or with respect to any one or more
of the Credit Agreement and the other Credit Documents are hereby ratified and
confirmed and remain in full force and effect.
* * *
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ANNEX A
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IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the date first above written.
INACOM CORP.
By: /s/ Thomas J. Fitzpatrick
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Title: Executive Vice President,
Chief Financial Officer
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DEUTSCHE BANK AG, NEW YORK BRANCH,
Individually, as Administrative
Agent and as Collateral Agent
By: /s/ Robert Wood
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Title: Director
By: /s/ John L. Quinn
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Title: Assistant Vice President
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IBM CREDIT CORPORATION,
Individually and as Documentation
Agent
By: /s/ Philip Morse
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Title: Director, Commercial &
Specialty Financing Americas
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CREDIT LYONNAIS CHICAGO BRANCH
By: /s/ John Charles Van Essche
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Title: Vice President
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BANK OF NOVA SCOTIA
By: /s/ Don Costigan
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Title: Director
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U.S. BANK NATIONAL ASSOCIATION
By: /s/ Daniel J. Falstad
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Title: Vice President
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ABN AMRO BANK, N.V.
By: /s/ Steven C. Wimpenny
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Title: Group Senior Vice President
By: /s/ Illegible Signature
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Title:
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FINOVA CAPITAL CORP.
By: Illegible Signature
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Title: Vice President
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FIRSTAR BANK NA
By: /s/ Peter W. Bakker
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Title: Vice President
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Acknowledged and Agreed:
SUBSIDIARY GUARANTORS:
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INACOM TENNESSEE, INC.
INACOM COMMUNICATIONS, INC.
INACOMP FINANCIAL SERVICES, INC.
INACOM INTERNATIONAL, INC.
INACOM SOLUTIONS, INC.
PERIGEE COMMUNICATIONS, INC.
GORHAM CLARK, INC.
KURE ASSOCIATES, INC.
NETWORKS, INC.
BOSTON COMPUTER EXCHANGE
CORPORATION
PC TECHNICAL SERVICES, INC.
INACOM PROFESSIONAL SERVICES, INC.
INACOM FINANCE CORP.
OFFICE PRODUCTS OF MINNESOTA, INC.
VANSTAR CORPORATION
INACOM LATIN AMERICA
COMPUTERLAND INTERNATIONAL DEVELOPMENT, INC.
COMPUTER PORT WORLD TRADE, INC.
VANSTAR INTERNATIONAL CORPORATION
VST WEST, INC.
VST ILLINOIS, INC.
VSTNC, INC.
CIAND TEX, INC.
INACOM GOVERNMENT SYSTEMS, INC.
CONTRACT DATA, INC.
COMPUTER PROFESSIONALS, INC.
VANSTAR PROFESSIONAL TECHNICAL RESOURCES, INC.
By: /s/ Thomas J. Fitzpatrick
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Title: Executive Vice President,
Chief Financial Officer
