FIRST AMENDMENT
TO
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
Dated as of June 30, 1996
This First Amendment to Amended and Restated Revolving
Credit Agreement (this "Amendment") is dated as of June 30, 1996
by and among Merisel Americas, Inc., a Delaware corporation
("Merisel Americas"), Merisel Europe, Inc., a Delaware
corporation ("Merisel Europe") (Merisel Americas and Merisel
Europe each referred to herein individually as a "Borrower" and
collectively as the "Borrowers"), Merisel, Inc., a Delaware
corporation ("Merisel Parent"), as guarantor, the Lenders
signatory hereto, Citicorp USA, Inc. as Agent for the Lenders,
and Citibank, N.A., as Designated Issuer, and is made with
reference to that certain Amended and Restated Revolving Credit
Agreement dated as of April 12, 1996 (the "Existing Agreement")
by and among Merisel Americas, Merisel Europe, Merisel Parent, as
guarantor, the Lenders (as defined therein), Citicorp USA, Inc.,
as Agent for the Lenders, NationsBank of Texas, N.A., as Co-Agent
for the Lenders, and Citibank, N.A., as Designated Issuer.
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 amend the Existing
Agreement as hereinafter set forth in accordance with Section
11.01 of the Existing Credit Agreement.
IN CONSIDERATION of the mutual promises and covenants set
forth herein, the parties hereto agree as follows:
SECTION 1. AMENDMENT TO THE EXISTING AGREEMENT
1.1 The Existing Agreement is hereby amended by deleting in
its entirety Section 7.01(l) and inserting in its place the
following:
"(l) Minimum Accounts Payable.
Maintain, on the last day of each period indicated
below, the Consolidated amount of accounts payable of
Merisel Parent of not less than the correlative amount
indicated below:
Period Amount
First Quarter of 1996 $ 475,000,000
Second Quarter of 1996 $ 420,000,000
Third Quarter of 1996 $ 475,000,000
Fourth Quarter of 1996 $ 575,000,000
First Quarter of 1997 $ 575,000,000."
1.2 The Existing Agreement is hereby amended by deleting in
its entirety clause (xi) of Section 7.02(a) and inserting in its
place the following:
"(xi) Liens permitted under that certain letter
dated as of June 30, 1996 between the Borrowers and the
Majority Lenders, as amended from time to time."
SECTION 2. AMENDMENT EFFECTIVE DATE; SUBSEQUENT AMENDMENT
FEES
2.1 This Amendment shall become effective as of June 30,
1996 (the "Amendment Effective Date"); provided, however, that
this Amendment shall not be effective if the following conditions
are not satisfied on or before August 12, 1996: (i) the delivery
by Merisel Canada of a Consent and Acknowledgement in the form of
Annex A hereto; (ii) the delivery by the Borrowers and Merisel
Parent to the Lenders (or to the Agent with sufficient originally
executed copies, where appropriate, for each Lender) of (a)
certified resolutions of their respective Board of Directors
approving and authorizing the execution, delivery, and
performance of this Amendment, (b) signature and incumbency
certificates of the officers executing this Amendment, and (c)
executed copies of this Amendment; (iii) all corporate and other
proceedings required to be taken in connection with the
transactions contemplated hereby shall have been taken; and (iv)
the Borrowers shall have paid to each Lender that shall have
executed and delivered to the Agent by 5:00 p.m. (Los Angeles
time) on August 9, 1996 signature pages to this Amendment, an
amendment fee in an amount equal to (x) the greater of (A) 0.10%
and (B) the percentage applicable to any amendment fee that the
holders of the Senior Notes may be paid in connection with the
amendments similar to those effected by this Amendment multiplied
by (y) such Lender's Commitment.
2.2 The Borrowers agree to promptly pay to each Lender that
shall have executed and delivered subsequent to 5:00 p.m. (Los
Angeles time) on August 9, 1996 and prior to 5:00 p.m. (Los
Angeles time) on August 20, 1996 counterpart signature pages to
this Amendment and the letter referred to in Section 7.02(a)(xi)
-2-
of the Amended Agreement (as amended by this Amendment) (the
"Letter"), the amendment fee referred to in clause (iv) of
Section 2.1 of this Amendment; provided however that if the
Majority Lenders shall not have executed and delivered by 5:00
p.m. (Los Angeles time) on August 9, 1996, counterpart signature
pages to this Amendment and the Letter or the conditions set
forth in Section 2.1 of this Amendment have not been satisfied or
waived on or prior to August 9, 1996, the Borrowers shall have no
obligation to pay any amendment fees pursuant to this Section
2.2. Failure of the Borrowers to comply with this provision
shall constitute and Event of Default under the Amended
Agreement.
SECTION 3. REPRESENTATIONS AND WARRANTIES OF THE BORROWERS
AND MERISEL PARENT
In order to induce the Lenders to enter into this Amendment
and to amend the Existing Agreement in the manner provided
herein, the Borrowers and Merisel Parent represent and warrant to
each Lender that the following statements are true, correct and
complete:
Corporate Power and Authority
Each Borrower and Merisel Parent has all requisite corporate
power and authority to enter into this Amendment 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").
Authorization of Agreements
The execution and delivery of this Amendment and the
performance of the Amended Agreement have been duly authorized by
all necessary corporate action by each Borrower and Merisel
Parent.
No Conflict
The execution and delivery by each Borrower and Merisel
Parent of this Amendment and the performance by each Borrower and
Merisel Parent of the Amended Agreement do not and will not (i)
violate any provision of law, rule or regulation applicable to
the Borrowers, Merisel Parent or any of their respective
Subsidiaries, the Certificate of Incorporation or bylaws of
the Borrowers, Merisel Parent 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 Borrowers,
Merisel Parent or any of their respective Subsidiaries, (iii)
result in or require the creation or imposition of any Lien upon
-3-
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 Borrowers, Merisel Parent or
any of their respective Subsidiaries.
Governmental Consents
The execution and delivery by the Borrowers and Merisel
Parent and the performance by the Borrowers and Merisel Parent of
the Amended Agreement do not and will 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.
Binding Obligation
This Amendment and the Amended Agreement are the legally
valid and binding obligation of the Borrowers and Merisel Parent,
enforceable against each of them in accordance with their
respective terms, except as enforcement may be limited by
bankruptcy, insolvency, reorganization, moratorium or other
similar laws relating to or limiting creditors' rights generally
or by equitable principles relating to enforceability.
Incorporation of Representations and Warranties From Existing
Agreement
The representations and warranties contained in Article VI
of the Existing Agreement are and will be true, correct and
complete in all material respects on and as of the Amendment
Effective Date 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.
Absence of Default
After giving effect to this Amendment, no event has occurred
and is continuing or will result from the consummation of the
transactions contemplated by this Amendment which 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 4. MISCELLANEOUS
Reference to and Effect on the Existing Agreement and the
Other Loan Documents
(i) On and after the Amendment Effective Date,
each reference in the Existing Agreement to "this Agreement",
-4-
"hereunder", "hereof", "herein", or words of like import
referring to the Existing Agreement, and each reference in
the other Loan Documents to the "Revolving Credit 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.
(ii) Except as specifically amended by this Amendment, the
Existing Agreement and the other Loan Documents shall remain in
full force and effect and are hereby ratified and confirmed.
(iii) 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 or any of the other Loan Documents.
Execution and Counterparts
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.
Headings
Section and subsection 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.
Applicable Law
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.
-5-
IN WITNESS WHEREOF, the parties hereto have caused this
First Amendment to Amended and Restated Revolving Credit
Agreement to be executed by their respective officers thereunto
duly authorized as of the date first above written.
THE BORROWERS
MERISEL AMERICAS, INC.
By:______________________________
Name:
Title:
MERISEL EUROPE, INC.
By:_______________________________
Name:
Title:
THE PARENT GUARANTOR
MERISEL, INC.
By:______________________________
Name:
Title:
THE AGENT
CITICORP USA, INC., as Agent
By:______________________________
Name:
Title:
THE DESIGNATED ISSUER
CITIBANK, N.A., as Designated
Issuer
By:______________________________
Name:
Title:
PERCENT OF COMMITMENTS THE LENDERS
11.67% THE LONG-
TERM CREDIT BANK OF JAPAN, LTD.,
LOS ANGELES AGENCY
By:______________________________
Name:
Title:
10.00%
INDUSTRIAL BANK OF JAPAN, LIMITED,
LOS ANGELES AGENCY
By:_____________________________
Name:
Title:
8.33% NBD BANK
By:______________________________
Name:
Title
6.67%
WESTDEUTSCHE LANDESBANK
GIROZENTRALE, NEW YORK AND CAYMAN
ISLANDS BRANCHES
By:______________________________
Name:
Title:
By:______________________________
Name:
Title:
6.67% ▇▇▇▇▇ SECURITIES CORPORATION
By:______________________________
Name:
Title:
11.23% BEAR, ▇▇▇▇▇▇▇ & CO. INC.
By:______________________________
Name:
Title:
13.33% NOMURA HOLDING AMERICA, INC.
By:______________________________
Name:
Title:
24.85% ▇▇▇▇▇▇▇ FINANCIAL SERVICES
CORPORATION
By:______________________________
Name:
Title:
7.25% ▇▇▇▇▇▇▇ SACHS CREDIT PARTNERS L.P.
By:______________________________
Name:
Title:
ANNEX A
CONSENT AND ACKNOWLEDGEMENT
The undersigned hereby consents to the terms of the
First Amendment to Amended and Restated Revolving Credit
Agreement dated as of June 30, 1996 (the "Amendment") with
respect to the Amended and Restated Revolving Credit Agreement
dated as of April 12, 1996 (as amended, the "Credit Agreement")
among Merisel Americas, Inc. and Merisel Europe, Inc. as
Borrowers, Merisel, Inc. as Guarantor, the Lenders party thereto,
Citicorp USA, Inc. as Agent, NationsBank of Texas, N.A. as Co-
Agent and Citibank, N.A. as Designated Issuer, and hereby
confirms and agrees that each Loan Document executed by the
undersigned pursuant to and as defined in the Credit 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 Loan Document to "the Credit Agreement," "thereunder,"
"thereof," "therein" or words of like import referring to the
Credit Agreement shall mean and be a reference to the Credit
Agreement as amended by the Amendment.
MERISEL CANADA, INC.
By: ________________________
Title: _____________________
Dated: As of June 30, 1996