EXHIBIT 4.9
SIXTH AMENDMENT AND WAIVER
TO
AMENDED AND RESTATED SENIOR NOTE PURCHASE AGREEMENT
Dated as of February 27, 1997
This Sixth Amendment and Waiver to Amended and Restated Senior Note
Purchase Agreement (this "Amendment") is dated as of February 27, 1997 by and
among Merisel Americans, Inc., a Delaware Corporation ("the Company"), Merisel,
Inc., a Delaware Corporation ("Merisel, Inc."), as guarantor and the noteholders
signatory hereto, and is made with reference to that certain Amended and
Restated Senior Note Purchase Agreement dated as of December 23, 1993 by and
among the Company and the original Purchasers of the Notes referred to therein,
and amended as of September 30, 1994, June 23, 1995, April 12, 1996, June 30
1996 and October 2, 1996 (the "Existing Agreement") by and among the Company and
the Noteholders referred to therein. Capitalized terms used herein without
definition shall have the same meanings herein as set forth in the Existing
Agreement.
RECITAL
The parties hereto have agreed to modify the Existing Agreement as
hereinafter set forth in accordance with Section 8.1 of the Existing Agreement.
IN CONSIDERATION of the mutual promises and convenants set forth herein,
the parties hereto agree as follows:
Section 1. Waivers. (a) Effective as of the Effective Time (as
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defined in Section 4 of this Amendment), the undersigned Noteholders hereby
consent to the (i) sale (the "FAB Sale") by Merisel, Inc. and Merisel FAB, Inc.,
a Delaware corporation ("Merisel FAB"), on or before March 31, 1997, of
substantially all of the assets of Merisel FAB to SynFab, Inc. dated as of
January 15, 1997 (the "FAB Asset Purchase Agreement") by and among Merisel,
Merisel FAB, the Buyer and SYNNEX Information Technologies, Inc., the principal
terms of which FAB Asset Purchase Agreement are described in the term sheet
attached as Exhibit A hereto and (ii) merger of Merisel FAB with and into
Merisel Inc., at any time following the consummation, if any, of the FAB Sale in
accordance with the immediately preceding clause (i).
(b) Effective as of the Effective Time, the Noteholders hereby waive
the provisions of Section 6.23 of the Existing Agreement to the extent necessary
to permit the amendment and waivers of the Subordinated Notes and Subordinated
Note Purchase Agreement contemplated by clause (iii) of Section 4 hereof.
Section 2. Amendments to the Existing Agreement. The following
------------------------------------
amendments to the Existing Agreement shall become effective at the Effective
Time.
(I) The Existing Agreement is hereby amended by adding the
following appropriate alphabetical order in Section 2.1:
"Consolidated Payables" has the meaning given to such term in Section
----------------------
6.31 hereof.
"FAB Sale" has meaning given to such term in the Sixth Amendment and
Waiver to Amended and Restated Senior Note Purchase Agreement dated as of
February 27, 1997 by and among the Company, Merisel, Inc. and the
Noteholders party thereto.
(II) The Existing Agreement is hereby amended by deleting
Section 6.30 and inserting in its place the following:
"6.30 Maintenance of Inventory Turnover Ratio. For each period
---------------------------------------
indicated below, the ration of (i) the consolidated aggregate cost of sales
of Merisel, Inc. at the end of such period multiplied by four to (ii) the
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Average Consolidated Net Inventory of Merisel, Inc. shall be not less than
the correlative ratio indicated below:
Minimum Permitted
Period Inventory Turnover
------ ------------------
Fourth Quarter of 1996 9.00
First Quarter of 1997 9.00
Second Quarter of 1997 9.00
Third Quarter of 1997 9.00
Fourth Quarter of 1997 9.00
; provided that following the consummation of the FAB Sale, and solely for
the purpose of determining compliance with this Section 6.30, there shall
be added to Consolidated cost of sales of Merisel, Inc. at the end of each
fiscal period in Column A below, the corresponding projected amount of cost
or sales of Merisel FAB ("FAB Cost of Sales") in Column B below (to the
extent that such FAB Cost of Sales are not already included in the
calculation of Consolidated cost of sales of Merisel, Inc. at the end of
such period):
Column A Column B
-------- --------
First Quarter of 1997 $254,200,000
Second Quarter of 1997 $256,900,000
Third Quarter of 1997 $246,800,000
Fourth Quarter of 1997 $256,900,000
(III) The Existing Agreement is hereby amended by deleting
Section 6.31 and inserting in its place the following:
"6.31 Minimum Ratio of Accounts Payable to Inventory. For each period
----------------------------------------------
indicated below, the ratio of the Consolidated amount of accounts payable
of Merisel, Inc. ("Consolidated Payables") on the last day of such period
to the Consolidated amount of inventory of Merisel, Inc. on the last day of
such period shall be not less than the correlative ratio indicated below
(the "A/P Inventory Ratio"):
Minimum
Period Permitted Ratio
------ ---------------
Fourth Quarter of 1996 0.90:1.00
First Quarter of 1997 0.90:1.00
Second Quarter of 1997 0.90:1.00
Third Quarter of 1997 0.90:1.00
Fourth Quarter of 1997 0.90:1.00
; provided that Merisel, Inc. shall maintain an A/P Inventory Ratio equal
--------
to or greater than 1.00:1.00 for one out of each two consecutive periods
indicated above; provided further, that following the consummation of the
----------------
FAB Sale, and solely for the purpose of determining
compliance with this Section 6.31, there shall be added to Consolidated
Payables at the end of each fiscal period in Column A below, the
corresponding projected amount of accounts payable of Merisel FAB ("FAB
Payables") in Column B below (to the extent that such FAB Payables are not
already included in the calculation of Consolidated Payables at the end of
such period):
Column A Column B
-------- --------
First Quarter of 1997 $44,500,000
Second Quarter of 1997 $45,000,000
Third Quarter of 1997 $44,400,000
Fourth Quarter of 1997 $45,500,000"
(IV) The Existing Agreement is hereby amended by deleting
Section 6.37 and inserting in its place the following:
"6.37 Minimum Accounts Payable. On the last day of each period
------------------------
indicated below, the Consolidated Payables shall be not less than the
correlative amount indicated below:
Period Amount
------ ------
Fourth Quarter of 1996 $380,000,000
First Quarter of 1997 $345,500,000
Second Quarter of 1997 $345,000,000
Third Quarter of 1997 $345,600,000
Fourth Quarter of 1997 $454,700,000"
(V) The October 2, 1996 Letter Agreement among the Company,
Merisel, Inc. and the Noteholders is hereby amended by deleting "$360,000,000 on
the second page thereof and substituting $315,000,000 therefor.
Section 3. Reaffirmation of Parent Guaranty. By its signature below,
--------------------------------
Merisel, Inc. (i) consents to the amendment of the Existing Agreement by this
Amendment, (ii) acknowledges and reaffirms its obligations owing under the
Parent Guaranty and (iii) agrees that the Parent Guaranty is and shall remain in
full force and effect.
Section 4. Conditions to the Effective Time. The Waiver, amendments
--------------------------------
and agreements set forth herein shall become effective (the time of such
effectiveness, the "Effective Time") upon the satisfaction of all the following
conditions:
(i) this Amendment shall have been executed and delivered by
the Required Noteholders, the Company and Merisel, Inc.;
(ii) the Company, Merisel Europe, Merisel, Inc. and the
Majority Lenders (as defined in the Revolving Credit Agreement) shall have
executed and delivered the Third Amendment and Waiver to the Revolving Credit
Agreement, which shall be in form and substance acceptable to the Required
Noteholders;
(iii) the Company, Merisel Europe, Merisel, Inc. and certain
holders of the Subordinated Notes shall have executed and delivered the Fifth
Waiver to the Subordinated Note Purchase Agreement, which shall be in form and
substance acceptable to the Required Noteholders;
(iv) The FAB Sale contemplated by the FAB Asset Purchase
Agreement shall have been consummated contemporaneously herewith;
(v) all the representations and warranties made by the Company
and Merisel, Inc. in Section 5 shall be true and correct in all material
respects as of the Effective Time;
(vi) the delivery by Merisel Canada of a Consent and
Acknowledgment in the form of Annex A hereto;
(vii) the delivery by Merisel Europe of a Consent and
Acknowledgment in the form of Annex D hereto;
(viii) the delivery by the Company and Merisel, Inc. to the
Noteholders of (x) certified resolutions of their respective Boards of Directors
approving and authorizing the execution, delivery and performance of this
Amendment, (y) signature and incumbency certificates of the officers executing
this Amendment and (z) executed copies of this Amendment; and
(ix) all corporate and other proceedings required to be taken
in connection with the transactions contemplated hereby shall have been taken.
Section 5. Representations and Warranties of the Company and Merisel,
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Inc. In order to induce the Noteholders to enter into this Amendment and to
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grant the Waiver with respect to the Existing Agreement, the Company and
Merisel, Inc. represent and warrant to each Noteholder that the following
statements are true, correct and complete:
(a) Corporate Power and Authority. Each of the Company and Merisel,
-----------------------------
Inc. has all requisite corporate power and authority to enter into this
Agreement and to carry out the transactions contemplated by, and perform its
respective obligations under, the Existing Agreement as amended by this
Amendment (the "Amended Agreement").
(b) Authorization of Agreements. The execution and delivery of this
---------------------------
agreement and the performance of the Amended Agreement have been duly authorized
by all necessary corporate action by the Company and Merisel, Inc.
(c) No Conflict. The execution and delivery by the Company and
-----------
Merisel, Inc. of this Amendment and the performance by the Company and Merisel,
Inc. of the Amended Agreement do not and shall not (i) violate any provision of
law, rule or regulation applicable to the Company, Merisel, Inc. or any of their
respective Subsidiaries, or the Certificate of Incorporation or bylaws of the
Company, Merisel, Inc. or any of their respective Subsidiaries, (ii) conflict
with, result in a breach of or constitute (with due notice or lapse of time or
both) a default under any material contractual obligation of the company,
Merisel, Inc. or any of their respective Subsidiaries, (iii) result in or
require the creation or imposition of any Lien upon any of their properties or
assets, or (iv) require any approval of stockholders or any approval or consent
of any Person under any contractual obligation of the Company, Merisel, Inc.
or any of their respective Subsidiaries, other than those that have been
obtained.
(d) Governmental Consents. The execution and delivery by the Company
---------------------
and Merisel, Inc. and the performance by the Company and Merisel, Inc. of the
Amended Agreement do not and shall not require any registration with, consent or
approval of, or notice to, or other action to, with or by, any Federal, state or
other governmental authority or regulatory body.
(e) Binding Obligation. This Amendment and the Amended Agreement are
------------------
the legally valid and binding obligation of the Company and Merisel, Inc.,
enforceable against each of them in accordance with their terms, except as
enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium
or other similar law relating to or limiting creditors' rights generally or by
equitable principles relating to enforceability.
(f) Incorporation of Representations and Warranties from Existing
-------------------------------------------------------------
Agreement. The representations and warranties contained in Section 5 of the
---------
Existing Agreement are and shall be true, correct and complete in all material
respects on and as of the Effective Time to the same extent as though made on
and as of that date, except to the extent that such representations and
warranties specifically relate to an earlier date, in which case they are true,
correct and complete in all material respects as of such earlier date.
(g) Absence of Default. After giving effect to this Amendment, no
------------------
event has occurred and is continuing or shall result from the consummation of
the transactions contemplated by this Amendment that would constitute an Event
of Default, or an event that with the passage of time, the giving of notice or
both would constitute an Event of Default.
Section 6. Miscellaneous
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(h) On and after the Effective Time, each reference in the Existing
Agreement to "this Agreement", "hereunder", "hereof", "herein", or words of like
import referring to the Existing Agreement, and each reference in the Notes and
the other documents referred to in the Existing Agreement to the "Note Purchase
Agreement", "thereunder", "thereof", or words of like import referring to the
Existing Agreement shall mean and be a reference to the Existing Agreement as
amended by this Amendment.
(i) Except as specifically waived by this Amendment, the Existing
Agreement, the Notes and the other documents referred to in the Existing
Agreement shall remain in full force and effect and are hereby ratified and
confirmed.
(j) The execution, delivery and performance of this Amendment shall
not, except as expressly provided herein, constitute a waiver of any provision,
of, or operate as a waiver of any right, power or remedy of the Agent or any
Lender under, the Existing Agreement, the Notes or any of the documents referred
to in the Existing Agreement.
(k) This Amendment may be executed in any number of counterparts, and
by different parties hereto in separate counterparts, each of which when so
executed and delivered shall be deemed an original, but all such counterparts
taken together shall constitute one and the same instrument.
(l) Section headings in this Amendment are included herein for
convenience of reference only and shall not constitute a part of this Amendment
for any other purpose or be given any substantive effect.
(m) Notwithstanding anything to the contrary herein, if the Effective
Time does not occur on or before March 31, 1997, this Amendment shall be of no
force or effect, and the Existing Agreement shall remain in full force and
effect as if this Amendment had not been executed or delivered by any party
hereto.
(n) THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HERETO AND ALL OTHER ASPECTS HEREOF SHALL BE DEEMED TO BE MADE UNDER, SHALL BE
GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF CALIFORNIA.
Senior Note Purchase Agreement
Signature Page
IN WITNESS WHEREOF, the parties hereto have caused this Sixth Amendment and
Waiver to Amended and Restated Senior Note Purchase Agreement to be executed by
their respective officers thereunto duly authorized as of the date first above
written.
MERISEL AMERICAS, INC.
By: /S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President & Treasurer
MERISEL, INC.
By: /S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President & Treasurer
NOTEHOLDERS
-----------
Name of Holder: _________________________
By: _____________________________________
Title
Senior Note Purchase Agreement
Signature Page
IN WITNESS WHEREOF, the parties hereto have caused this Sixth Amendment and
Waiver to Amended and Restated Senior Note Purchase Agreement to be executed by
their respective officers thereunto duly authorized as of the date first above
written.
MERISEL AMERICAS, INC.
By: /s/
------------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President & Treasurer
MERISEL, INC.
By: /s/
------------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President & Treasurer
NOTEHOLDERS
-----------
Name of Holder: The German Fund for Non-Profit
Organizations
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
-------------------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇
Title: Authorized Agent
Senior Note Purchase Agreement
Signature Page
IN WITNESS WHEREOF, the parties hereto have caused this Sixth Amendment and
Waiver to Amended and Restated Senior Note Purchase Agreement to be executed by
their respective officers thereunto duly authorized as of the date first above
written.
MERISEL AMERICAS, INC.
By: /s/
-------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President & Treasurer
MERISEL, INC.
By: /s/
-------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President & Treasurer
NOTEHOLDERS
-----------
Name of Holder: Restart Partners V, LP
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
--------------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇
Title: Authorized Agent
Senior Note Purchase Agreement
Signature Page
IN WITNESS WHEREOF, the parties hereto have caused this Sixth Amendment and
Waiver to Amended and Restated Senior Note Purchase Agreement to be executed by
their respective officers thereunto duly authorized as of the date first above
written.
MERISEL AMERICAS, INC.
By: /s/
-------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President & Treasurer
MERISEL, INC.
By: /s/
-------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President & Treasurer
NOTEHOLDERS
-----------
Name of Holder: Restart Partners IV, LP
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
--------------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇
Title: Authorized Agent
Senior Note Purchase Agreement
Signature Page
IN WITNESS WHEREOF, the parties hereto have caused this Sixth Amendment and
Waiver to Amended and Restated Senior Note Purchase Agreement to be executed by
their respective officers thereunto duly authorized as of the date first above
written.
MERISEL AMERICAS, INC.
By: /s/
-------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President & Treasurer
MERISEL, INC.
By: /s/
-------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President & Treasurer
NOTEHOLDERS
-----------
Name of Holder: Restart Partners III, LP
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
--------------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇
Title: Authorized Agent
Senior Note Purchase Agreement
Signature Page
IN WITNESS WHEREOF, the parties hereto have caused this Sixth Amendment and
Waiver to Amended and Restated Senior Note Purchase Agreement to be executed by
their respective officers thereunto duly authorized as of the date first above
written.
MERISEL AMERICAS, INC.
By: /s/
-------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President & Treasurer
MERISEL, INC.
By: /s/
-------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President & Treasurer
NOTEHOLDERS
-----------
Name of Holder: Restart Partners, II, LP
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
--------------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇
Title: Authorized Agent
Senior Note Purchase Agreement
Signature Page
IN WITNESS WHEREOF, the parties hereto have caused this Sixth Amendment and
Waiver to Amended and Restated Senior Note Purchase Agreement to be executed by
their respective officers thereunto duly authorized as of the date first above
written.
MERISEL AMERICAS, INC.
By: /s/
-------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President & Treasurer
MERISEL, INC.
By: /s/
-------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President & Treasurer
NOTEHOLDERS
-----------
Name of Holder: Restart Partners I, LP
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇
Title: Authorized Agent
Senior Note Purchase Agreement
Signature Page
IN WITNESS WHEREOF, the parties hereto have caused this Sixth Amendment and
Waiver to Amended and Restated Senior Note Purchase Agreement to be executed by
their respective officers thereunto duly authorized as of the date first above
written.
MERISEL AMERICAS, INC.
By: /s/
-------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President & Treasurer
MERISEL, INC.
By: /s/
-------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President & Treasurer
NOTEHOLDERS
-----------
Name of Holder:
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
--------------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇
Title: Authorized Agent
Senior Note Purchase Agreement
Signature Page
IN WITNESS WHEREOF, the parties hereto have caused this Sixth Amendment and
Waiver to Amended and Restated Senior Note Purchase Agreement to be executed by
their respective officers thereunto duly authorized as of the date first above
written.
MERISEL AMERICAS, INC.
By: /s/
-------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President & Treasurer
MERISEL, INC.
By: /s/
-------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President & Treasurer
NOTEHOLDERS
-----------
Name of Holder: The Varde Fund III - A, L.P.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
------------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
Senior Note Purchase Agreement
Signature Page
IN WITNESS WHEREOF, the parties hereto have caused this Sixth Amendment and
Waiver to Amended and Restated Senior Note Purchase Agreement to be executed by
their respective officers thereunto duly authorized as of the date first above
written.
MERISEL AMERICAS, INC.
By: /s/
-------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President & Treasurer
MERISEL, INC.
By: /s/
-------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President & Treasurer
NOTEHOLDERS
-----------
Name of Holder: CoMac International, N.V.
By: /s/
-------------------------------------
Name:
Title: Director
Senior Note Purchase Agreement
Signature Page
IN WITNESS WHEREOF, the parties hereto have caused this Sixth Amendment and
Waiver to Amended and Restated Senior Note Purchase Agreement to be executed by
their respective officers thereunto duly authorized as of the date first above
written.
MERISEL AMERICAS, INC.
By: /s/
-------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President & Treasurer
MERISEL, INC.
By: /s/
-------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President & Treasurer
NOTEHOLDERS
-----------
Name of Holder: CoMac Partners, L.P.
By: /s/
-------------------------------------
Name:
Title: General Partner
Senior Note Purchase Agreement
Signature Page
IN WITNESS WHEREOF, the parties hereto have caused this Sixth Amendment and
Waiver to Amended and Restated Senior Note Purchase Agreement to be executed by
their respective officers thereunto duly authorized as of the date first above
written.
MERISEL AMERICAS, INC.
By: /s/
-------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President & Treasurer
MERISEL, INC.
By: /s/
-------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President & Treasurer
NOTEHOLDERS
-----------
Name of Holder: York Capital /York
Investment Co.
By: /s/
-------------------------------------
Name:
Title: Sr. Vice President
Senior Note Purchase Agreement
Signature Page
IN WITNESS WHEREOF, the parties hereto have caused this Sixth Amendment and
Waiver to Amended and Restated Senior Note Purchase Agreement to be executed by
their respective officers thereunto duly authorized as of the date first above
written.
MERISEL AMERICAS, INC.
By: /s/
-------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President & Treasurer
MERISEL, INC.
By: /s/
-------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President & Treasurer
NOTEHOLDERS
-----------
Name of Holder: Daystar Partners LLC
By: /s/
------------------------------------
Name:
Title: Managing Director
Senior Note Purchase Agreement
Signature Page
IN WITNESS WHEREOF, the parties hereto have caused this Sixth Amendment and
Waiver to Amended and Restated Senior Note Purchase Agreement to be executed by
their respective officers thereunto duly authorized as of the date first above
written.
MERISEL AMERICAS, INC.
By: /s/
-------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President & Treasurer
MERISEL, INC.
By: /s/
-------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President & Treasurer
NOTEHOLDERS
-----------
Name of Holder: Daystar Partners LLC
By: /s/
-------------------------------------
Name:
Title: Managing Director
Senior Note Purchase Agreement
Signature Page
IN WITNESS WHEREOF, the parties hereto have caused this Sixth Amendment and
Waiver to Amended and Restated Senior Note Purchase Agreement to be executed by
their respective officers thereunto duly authorized as of the date first above
written.
MERISEL AMERICAS, INC.
By: /s/
-------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President & Treasurer
MERISEL, INC.
By: /s/
-------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President & Treasurer
NOTEHOLDERS
-----------
Name of Holder: ▇▇▇▇▇ ▇. ▇▇▇▇▇
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------------
Name:
Title: Bank of America
Senior Note Purchase Agreement
Signature Page
IN WITNESS WHEREOF, the parties hereto have caused this Sixth Amendment and
Waiver to Amended and Restated Senior Note Purchase Agreement to be executed by
their respective officers thereunto duly authorized as of the date first above
written.
MERISEL AMERICAS, INC.
By: /s/
-------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President & Treasurer
MERISEL, INC.
By: /s/
-------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President & Treasurer
NOTEHOLDERS
-----------
Name of Holder: Swiss Bank Corp.
By: /s/
-------------------------------------
Name:
Title:
Senior Note Purchase Agreement
Signature Page
IN WITNESS WHEREOF, the parties hereto have caused this Sixth Amendment and
Waiver to Amended and Restated Senior Note Purchase Agreement to be executed by
their respective officers thereunto duly authorized as of the date first above
written.
MERISEL AMERICAS, INC.
By: /s/
-----------------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President & Treasurer
MERISEL, INC.
By: /s/
-----------------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President & Treasurer
NOTEHOLDERS
-----------
Name of Holder: Ameritas Life Insurance Corp. by
Americas Investment Advisors
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President - Fixed Income Securities
Senior Note Purchase Agreement
Signature Page
IN WITNESS WHEREOF, the parties hereto have caused this Sixth Amendment and
Waiver to Amended and Restated Senior Note Purchase Agreement to be executed by
their respective officers thereunto duly authorized as of the date first above
written.
MERISEL AMERICAS, INC.
By: /s/
-------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President & Treasurer
MERISEL, INC.
By: /s/
-------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President & Treasurer
NOTEHOLDERS
-----------
Name of Holder: ▇▇▇▇▇▇ Partner L.P.
By: /s/
--------------------------------------
Name:
Title: M.D.
Senior Note Purchase Agreement
Signature Page
IN WITNESS WHEREOF, the parties hereto have caused this Sixth Amendment and
Waiver to Amended and Restated Senior Note Purchase Agreement to be executed by
their respective officers thereunto duly authorized as of the date first above
written.
MERISEL AMERICAS, INC.
By: /s/
-------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President & Treasurer
MERISEL, INC.
By: /s/
-------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President & Treasurer
NOTEHOLDERS
-----------
Name of Holder: Bear ▇▇▇▇▇▇▇ & Co., Inc.
By: /s/
--------------------------------------
Name:
Title: Managing Director
Senior Note Purchase Agreement
Signature Page
IN WITNESS WHEREOF, the parties hereto have caused this Sixth Amendment and
Waiver to Amended and Restated Senior Note Purchase Agreement to be executed by
their respective officers thereunto duly authorized as of the date first above
written.
MERISEL AMERICAS, INC.
By: /s/
-------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President & Treasurer
MERISEL, INC.
By: /s/
-------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President & Treasurer
NOTEHOLDERS
-----------
Name of Holder: Hare & Co. as Nom. for
BT Holdings (NY) Inc.
By: /s/
--------------------------------------
Name:
Title: Vice President
Senior Note Purchase Agreement
Signature Page
IN WITNESS WHEREOF, the parties hereto have caused this Sixth Amendment and
Waiver to Amended and Restated Senior Note Purchase Agreement to be executed by
their respective officers thereunto duly authorized as of the date first above
written.
MERISEL AMERICAS, INC.
By: /s/
-----------------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President & Treasurer
MERISEL, INC.
By: /s/
-----------------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President & Treasurer
NOTEHOLDERS
-----------
Name of Holder: PPM America Special Investments
Fund, L.P.
By: /s/
------------------------------------------------
Name:
Title: Managing Director
Annex A
CONSENT AND ACKNOWLEDGMENT
The undersigned hereby consents to the terms of the Sixth Amendment and
Waiver to Amended and Restated Senior Note Purchase Agreement dated as of
February 27, 1997 (the "Amendment") with respect to the Amended and Restated
Senior Note Purchase Agreement dated as of December 23, 1993 and amended as of
September 30, 1994, June 23, 1995, April 12, 1996, June 30, 1996 and October 2,
1996 (the "Note Purchase Agreement") among Merisel Americas, Inc., Merisel, Inc.
as Guarantor and the Noteholders party thereto, and hereby confirms and agrees
that each document executed by t he undersigned pursuant to and as defined in
the Note Purchase Agreement is, and shall continue to be, in full force and
effect and is hereby ratified and confirmed in all respects except that, on and
after the effective date of the Amendment, each reference in each such document
to "the Note Purchase Agreement, " "thereunder," "thereof," "therein" or words
of like import referring tot he Note Purchase Agreement shall mean and be a
reference to the Note Purchase Agreement as amended by the Amendment.
MERISEL CANADA, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President & Treasurer
Dated: As of February ____, 1997
Annex B
CONSENT AND ACKNOWLEDGMENT
The undersigned hereby consents to the terms of the Sixth Amendment and
Waiver to Amended and Restated Senior Note Purchase Agreement dated as of
February 27, 1997 (the "Amendment") with respect to the Amended and Restated
Senior Note Purchase Agreement dated as of December 23, 1993 and amended as of
September 30, 1994, June 23, 1995, April 12, 1996, June 30, 1996 and October 2,
1996 (the "Note Purchase Agreement") among Merisel Americas, Inc., Merisel, Inc.
as Guarantor and the Noteholders party thereto, and hereby confirms and agrees
that each document executed by the undersigned pursuant to and as defined in the
Note Purchase Agreement is, and shall continue to be, in full force and effect
and is hereby ratified and confirmed in all respects except that, on and after
the effective date of the Amendment, each reference in each such document to
"the Note Purchase Agreement," "thereunder," "thereof," "therein," or words of
like import referring to the Note Purchase Agreement shall mean and be a
reference to the Note Purchase Agreement as amended by the Amendment.
MERISEL EUROPE, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President & Treasurer
Dated: As of February ____, 1997