SECOND AMENDMENT AND WAIVER
TO
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
Dated as of October 2, 1996
This Second Amendment and Waiver to Amended and Restated
Revolving Credit Agreement (this "Amendment") is dated as of
October 2, 1996 by and among Merisel Americas, Inc., a Delaware
corporation ("Merisel Americas"), Merisel Europe, Inc., a Xxxx
xxxx 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 and the Lenders
signatory hereto, and is made with reference to that certain
Amended and Restated Revolving Credit Agreement dated as of April
12, 1996 and amended as of June 30, 1996 (the "Existing
Agreement") by and among Merisel Americas, Merisel Europe,
Merisel Parent, as guarantor, and the Lenders (as defined there
in). 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 Agree
ment as hereinafter set forth in accordance with Section 11.01 of
the Existing Agreement.
IN CONSIDERATION of the mutual promises and covenants set
forth herein, the parties hereto agree as follows:
1. Waivers. (a) Effective as of the Effective Time (as
defined in Section 3 of this Amendment), the undersigned Lenders
hereby consent to the sale (the "Sale") by Merisel Parent and
Merisel Americas of certain of their direct and indirect wholly-
owned Subsidiaries described on Schedule I hereto to CHS
Electronics, Inc. (the "Buyer") pursuant to the Purchase Agree
ment, dated as of August 29, 1996 (the "Purchase Agreement"), as
amended, by and among the Buyer, Merisel Parent and Merisel
Americas. The undersigned Lenders also waive compliance by the
Borrowers with the provisions of Sections 7.02(f) and 2.07(b) of
the Existing Agreement (the "Waiver") commencing as of the Effec
tive Time solely to the extent that such Sections would otherwise
require a reduction of the Revolving Credit Facility Commitments
as a result of the Sale; provided, however, that as a condition
to the foregoing Waiver, the Borrowers and Merisel Parent shall
cause the sum of (x) $43,500,000 of the Net Asset Sale Proceeds
from the Sale plus (y) 60% of the amount, if any, of aggregate
Net Asset Sale Proceeds from the Sale in excess of $130,000,000,
to be paid in immediately available funds to the Lenders (upon
receipt thereof by the Merisel Parent, the Borrowers or their
respective Subsidiaries, as applicable) as a prepayment of the
Obligations under the Existing Agreement and immediately
following such prepayment the Revolving Credit Facility
Commitments shall be reduced by the amount of such prepayment.
(a) Effective as of the Effective Time, the Lenders hereby
waive the provisions of (i) Section 7.02(m) of the Existing
Agreement to the extent necessary to permit the amendment and
waivers of the Subordinated Notes, Subordinated Note Purchase
Agreement, Senior Notes and Senior Note Purchase Agreement
contemplated by clauses (ii) and (iii) of Section 3 hereof and
(ii) with respect to facts, events or circumstances occurring at
or before the Effective Time, Sections 7.01(m), 7.01 (f)-(l) and
7.02(i).
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 deleting the
definition of "Consolidated Tangible Net Worth" in Section 1.01
and inserting in its place the following:
"Consolidated Tangible Net Worth" means, as of any date
of determination, the Consolidated Net Worth of a particular
Borrower or Merisel Parent (as indicated by the context)
without taking into consideration the effects of (i) Addi
tional Restructuring Fees, (ii) any write-downs in connec
tion with (A) any sale of any Subsidiaries of Merisel Parent
or any restructuring in connection with such sale or (B)
with respect to the first quarter of 1996 only, accounts
payable to the extent (but only to the extent) such write-
downs exceed $7,000,000 and (iii) with respect to the third
quarter of 1996 only, non-recurring charges and expenses,
including those relating to severance, relocations, asset
write-downs or losses in connection with dispositions, less
goodwill, patents, trademarks, organizational expense,
deferred research and development costs, deferred marketing
expenses and other intangible assets of such Borrower or
Merisel Parent and its Subsidiaries, determined on a consol
idated basis in accordance with GAAP.
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(II) The Existing Agreement is hereby amended by
deleting the words "one month" from each place in which such
words appear in the definition of "Interest Period" in Section
1.01 and inserting in lieu thereof the words "three months."
(III) The Existing Agreement is hereby amended by deleting
the definition of "Termination Date" in Section 1.01 and
inserting in its place the following:
"Termination Date" means the earlier of (i) January 31,
1998 or (ii) the date of termination in whole of the Revolv
ing Facility Commitments pursuant to Section 8.01.
(IV) The Existing Agreement is hereby amended by inserting
the following in the appropriate alphabetical order:
"Business Plan" means the Merisel Business Plan for
1996 and 1997 dated September 13, 1996, copies of which have
been previously furnished to the Lenders.
"Excepted Commitment Reductions" means any permanent
reduction in the Revolving Facility Commitments pursuant to
(i) Section 2.07(b), but only with respect to an Asset Sale
of the North Carolina Property and (ii) Section 2.07(h).
"North Carolina Property" means the undeveloped land
located in Cary, North Carolina currently leased by Merisel
Properties, Inc.
"Planned Consolidated EBITSDA" means Consolidated
EBITSDA as set forth in the Business Plan.
"Planned Consolidated Net Income" means Consolidated
Net Income as set forth in the Business Plan.
"Second Amendment" means that certain Second Amendment
and Waiver to Amended and Restated Revolving Credit
Agreement, dated as of October 2, 1996, by and among the
Borrowers, Merisel Parent and the Lenders.
"Second Amendment Effective Time" means the Effective
Time (as defined in the Second Amendment).
(V) The Existing Agreement is hereby amended by deleting the
phrase "1.00%" contained in paragraph (a) of Section 2.04 and
inserting in its place the phrase "3.35%."
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(VI) The Existing Agreement is hereby amended by
deleting the phrase "3.00%" contained in paragraph (b) of Section
2.04 and inserting in its place the phrase "5.35%."
(VII) The Existing Agreement is hereby amended by deleting
clause (i) in paragraph (b) of Section 2.04 and replacing such
clause with the following:
"(i) in arrears on the fifth day of
each month and"
(VIII) The Existing Agreement is hereby amended by deleting
the table set forth in Section 2.07(a) and inserting in lieu
thereof the following:
"February 28, 1997 $ 900,000
March 31, 1997 $ 900,000
April 30, 1997 $ 900,000
May 31, 1997 $ 900,000
June 30, 1997 $ 900,000
January 2, 1998 $4,500,000
In addition to the
foregoing, in the event that (x)
the payment due on June 30, 1997 in
respect of the 12.50% Senior Notes
issued pursuant to the Indenture is
paid in cash at any time prior to
the Termination Date, on the date
of such payment the Revolving
Facility Commitments shall be
reduced by $28,500,000 (less the
aggregate amount of any reductions
to the Revolving Facility
Commitments in excess of
$43,500,000 (other than Excepted
Commitment Reductions) made during
the period from the Second
Amendment Effective Time through
the date of such payment) and (y)
in the event that the payment due
on December 31, 1997 in respect of
the 12.50% Senior Notes issued
pursuant to the Indenture is paid
in cash at any time prior to the
Termination Date, on the date of
such payment the Revolving Facility
Commitments shall be reduced by
$46,500,000 (less the aggregate
amount of any reductions of the
Revolving Facility Commitments in
excess of $43,500,000 (other than
Excepted Commitment Reductions)
made during the period from the
Second Amendment Effective Time
through the date of such payment)."
(IX) The Existing Agreement is hereby amended by adding
a new clause (h) to Section 2.07 to read as follows:
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"(h) On the date of receipt by Merisel Parent, any
Borrower or any of their respective domestic Subsidiaries
(from and after the Second Amendment Effective Time) of any
United States federal, state and local income tax refunds in
respect of loss carrybacks or research and development
credits more fully described in the attached Exhibit A
(currently estimated by the Borrowers to be $4,000,000 to
$6,000,000 in the aggregate, it being understood that the
actual amount thereof may be less than such estimate,
notwithstanding the Borrowers' use of their respective
reasonable best efforts to collect such refunds), the
Revolving Facility Commitments shall be permanently reduced
by 60% of the amount of such tax refunds (net of reasonable
professional fees and expenses associated with obtaining
such refunds and any required reserves associated therewith
in accordance with GAAP)."
(X) The Existing Agreement is hereby amended by deleting the
first sentence of paragraph (i) of Section 4.01 and inserting the
following in lieu thereof:
"Any mandatory reduction of the
Revolving Facility Commitments pursuant to Section
2.07 shall be applied to the reduction on the
Termination Date and otherwise in inverse order of
maturities."
(XI) The Existing Agreement is hereby amended by deleting
Sections 7.01(f) through (l) and inserting in their place the
following:
"(f) (Intentionally omitted).
(g) Maintenance of Merisel Parent's Consolidated
Adjusted Tangible Net Worth. Maintain Consolidated Adjusted
Tangible Net Worth of Merisel Parent as of the end of the
fourth quarter of 1996 and at the end of each quarter during
1997 equal to the Consolidated Tangible Net Worth at the end
of the third quarter of 1996, plus the Planned Consolidated
Net Income planned for the fourth quarter of 1996 and each
quarter of 1997 ending on or before the last day of the
quarter for which such determination is being made, less the
differential between the Planned Consolidated EBITSDA for
each such quarter and the minimum Consolidated EBITSDA for
such quarter provided in Section 7.01(h).
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(h) Minimum Consolidated EBITSDA of Merisel Parent.
The aggregate Consolidated EBITSDA of Merisel Parent as of
the last date of the periods indicated below shall not be
less than the correlative amounts indicated below:
Period Consolidated EBITSDA
4th Quarter of 1996 $ 8,000,000
1st Quarter of 1997 $11,000,000
2nd Quarter of 1997 $12,400,000
3rd Quarter of 1997 $14,560,000
4th Quarter of 1997 $19,280,000
(i) Maintenance of Merisel Parent's Fixed Charge
Coverage Ratio. Maintain, for each period indicated be
low, a ratio of (i) Consolidated EBITSDA of Merisel
Parent to (ii) Consolidated Interest Charges of Merisel
Parent, of not less than the correlative amount indicated
below:
Period Ratio
Fourth Quarter of 1996 0.61:1.00
First Quarter of 1997 0.83:1.00
Second Quarter of 1997 0.89:1.00
Third Quarter of 1997 1.13:1.00
Fourth Quarter of 1997 1.44:1.00
(j) Maintenance of Inventory Turnover Ratio. Main
tain, for each period indicated below, the ratio of (i)
the Consolidated aggregate cost of sales of Merisel
Parent at the end of such period multiplied by four to
(ii) the Average Consolidated Net Inventory of Merisel
Parent, of not less than the correlative amount 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
(k) Minimum Ratio of Accounts Payable to Inventory.
Maintain, for each period indicated below, the ratio of
the Consolidated amount of accounts payable of Merisel
Parent on the last day of such period to the Consolidated
amount of inventory of Merisel Parent on the last day of
such period, of not less than the correlative ratio indi
cated below (the "A/P Inventory Ratio"):
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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 Parent shall maintain an A/P In
ventory Ratio equal to or greater than 1.00:1.00 for one
out of each two consecutive periods indicated above.
(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
Fourth Quarter of 1996 $380,000,000
First Quarter of 1997 $390,000,000
Second Quarter of 1997 $390,000,000
Third Quarter of 1997 $390,000,000
Fourth Quarter of 1997 $500,000,000"
(XII) The Existing Agreement is hereby amended
by deleting (i) the references to Section 7.01(f) in clauses
(iii) and (iv) of Section 7.01(m) and (ii) the requirement in
clause (xx) of Section 7.01(m) that the Borrowers deliver writ
ten reports concerning the cash balances of Merisel Parent
alone.
(XIII) The Existing Agreement is hereby
amended by deleting Section 7.01(o) in its entirety and
inserting in lieu thereof the following:
"(o) (Intentionally omitted)."
(XIV) The Existing Agreement is hereby amended
by adding a new clause (t) to Section 7.01 to read as follows:
"(t) Use reasonable best efforts to (x) obtain any
United States federal, state and local income tax refunds
to which the Borrowers, Merisel Parent or any of their re
spective domestic Subsidiaries may be entitled and (y)
sell the North Carolina Property, in each case as soon as
practicable following the Second Amendment Effective
Time."
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(XV) The Existing Agreement is hereby amended
by deleting (i) the phrase "and (t)" in the introductory
clause to Section 7.02 and inserting in lieu thereof the
phrase ", (t) and (u)" and (ii) 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 October 2, 1996
between the Borrowers and the Majority Lenders,
as amended from time to time; and
(xii) Liens securing
obligations of the Borrowers and their
Subsidiaries under foreign exchange hedging
arrangements or other similar contracts and
agreements entered into for non-speculative
purposes to protect the Borrowers and their Sub
sidiaries against fluctuations in currency ex
change rates; provided, however, that the
maximum aggregate amount of assets subject to
such Liens shall not exceed $10,000,000."
(XVI) The Existing Agreement is hereby amended
by adding a new clause (x) to Section 7.02(c) as follows:
"(x) Contingent Obligations in
respect of foreign exchange hedging
arrangements or other similar contracts and
agreements entered into for non-speculative
purposes to protect the Borrowers and their
Subsidiaries against fluctuations in currency
exchange rates."
(XVII) The Existing Agreement is hereby
amended by deleting the table set forth in Section 7.02(i) and
inserting in lieu thereof the following:
"Fiscal Year 1996 $12,885,000
First Quarter of 1997 $ 4,000,000
First Two Quarters of 1997 $ 7,000,000
First Three Quarters of 1997 $11,000,000
Fiscal Year 1997 $13,000,000"
(XVIII) The Existing Agreement is hereby
amended by inserting the following at the end of Section 7.02:
"(u) Merisel Parent Debt Restructuring. Issue, or
cause or permit to be issued, Securities of Merisel
Parent to or for the benefit of the holders of Merisel
Parent Debt, except for the issuance of common equity
Securities of Merisel Parent or Merisel Parent Preferred
Securities (as hereinafter defined), in each case in ex
change for all outstanding principal, interest and other
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amounts owed or owing on or in respect of the Merisel Par
ent Debt. "Merisel Parent Preferred Securities" means
preferred equity securities of Merisel Parent ("Original
Preferred Securities") that are not mandatorily
redeemable, do not otherwise mature, will not be called
by or on behalf of Merisel Parent and with respect to
which the holders thereof have no right to receive cash
or other property (other than common equity Securities of
Merisel Parent or additional Securities having the same
terms as such Original Preferred Securities) on account
of liquidation preferences, accrued dividends or
otherwise, in each case unless and until there shall have
occurred the payment in full in cash of all outstanding
Obligations and the termination of the Commitments."
(XIX) Anything to the contrary in Section 8.01
of the Existing Agreement notwithstanding, neither (x) any
failure by Merisel FAB to make any payment when due, whether
at stated maturity or otherwise, of any amount in respect of
the accounts payable owed to Vanstar, Inc., any exercise of
remedies by the holder thereof against Merisel FAB or any
judgment rendered against Merisel FAB with respect thereto nor
(y) any default in the payment of interest on the Merisel
Parent Debt shall constitute an Event of Default or Default
for the purposes of the Amended Agreement or the Loan
Documents, except to the extent that the same is preceded or
followed by, or otherwise connected to, (i) the commencement,
if any, of an insolvency, bankruptcy or similar proceeding by
or against Merisel Parent or any of its Subsidiaries or (ii)
in the case of Merisel Parent, if earlier, the exercise of any
remedy in respect of such default by or on behalf of one or
more holders of Merisel Parent Debt or the indenture trustee
thereof (including without limitation the acceleration of the
outstanding principal amount of the Merisel Parent Debt or the
commencement of an action by one or more of such holders or
such indenture trustee in respect of such default).
(XX) The Existing Agreement is hereby amended
by deleting clause (o) of Section 8.01 in its entirety and in
serting in lieu thereof the following:
"(o) (Intentionally omitted)."
(XXI) The Existing Agreement is hereby amended
by (i) deleting the words "O'Melveny & Xxxxx, counsel to the
Agent" in Section 11.03(a) and inserting in lieu thereof the
words "Wachtell, Lipton, Xxxxx & Xxxx, as counsel to the Agent
and/or the Lender group" and (ii) inserting at the end of Sec
tion 11.03(a) the following:
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"Notwithstanding the foregoing, so long as
no Event of Default has occurred and is continuing the
Borrowers shall only be responsible for the fees, costs
and expenses of one financial advisor for all of the Lend
ers and the holders of the Senior Notes, and the
Borrowers shall only be responsible for the fees,
expenses and disbursements of such financial advisor to
the extent the same relate to the review of monthly and
quarterly financial information supplied by the Borrowers
and quarterly (or other periodic) management reviews.
3. 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 all the Lenders, the Borrowers and Merisel Parent;
(ii) the Borrowers, Merisel Parent and all the Noteholders
(as defined in the Senior Note Purchase Agreement) shall have
executed and delivered the Fifth Amendment to the Senior Note
Purchase Agreement, which shall be in form and substance
acceptable to the Lenders;
(iii) the Borrowers, Merisel Parent and certain
holders of the Subordinated Notes shall have executed and de
livered the Fourth Amendment to the Subordinated Note Purchase
Agreement, which shall be in form and substance acceptable to the
Lenders;
(iv) the Sale contemplated by the Purchase Agreement shall
have been consummated, and the portion of the Net Asset Sale
Proceeds required to be paid pursuant to Section 1, shall have
been so paid substantially contemporaneously with such
consummation;
(v) all the representations and warranties made by the
Borrowers and Merisel Parent in Section 4 shall be true and
correct in all material respects as of the Effective Time;
(vi) the delivery by Merisel Canada of a Consent and
Acknowledgement in the form of Annex A hereto;
(vii) the delivery by the Borrowers and Merisel Parent
to the Lenders (or to the Agent with sufficient originally
executed copies, where appropriate, for the each Lender) of (x)
certified resolutions of their respective Boards of Directors
approving and authorizing the execution, delivery and
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performance of this Amendment, (y) signature and incumbency
certificates of the officers executing this Amendment and (z)
executed copies of this Amendment; and
(viii) all corporate and other proceedings required to
be taken in connection with the transactions contemplated hereby
shall have been taken.
4. Representations and Warranties of Borrowers and Merisel
Parent. In order to induce the Lenders to enter into this
Amendment and to grant the Waiver with respect to the Existing
Agreement, the Borrowers and Merisel Parent represent and warrant
to each Lender that the following statements are true, correct
and complete:
(a) Corporate Power and Authority. Each Borrower and Merisel
Parent 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 Amendment and the performance of the Amended Agreement
have been duly authorized by all necessary corporate action by
each Borrower and Merisel Parent.
(c) 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
shall not (i) violate any provision of law, rule or regulation
applicable to the Borrowers, Merisel Parent or any of their
respective Subsidiaries, or 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 Borrow
ers, Merisel Parent 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 Borrowers, Merisel Parent
or any of their respective Subsidiaries, other than those that
have been obtained.
(d) 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 shall not
require any registration with, consent or approval of, or notice
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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
Borrowers and Merisel Parent, 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 Article VI of the Existing Agreement are and shall be true,
correct and complete in all material respects on and as of the
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.
(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.
5. Miscellaneous.
(a) 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 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.
(b) Except as specifically waived by this Amendment, the
Existing Agreement and the other Loan Documents shall remain in
full force and effect and are hereby ratified and confirmed.
(c) The execution, delivery and performance of this Amendment
shall not, except as expressly provided herein, con stitute a
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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 Loan Documents.
(d) This Amendment may be executed in any number of
counterparts, and by different parties hereto in separate coun
terparts, 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.
(e) 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.
(f) Notwithstanding anything to the contrary herein, if the
Effective Time does not occur on or before October 11, 1996, 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.
(g) 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.
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IN WITNESS WHEREOF, the parties hereto have caused
this Second Amendment and Waiver to Amended and Restated Re
volving 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:
LENDERS
Name of Lender:__________________
By:__________________
Title:
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ANNEX A
CONSENT AND ACKNOWLEDGEMENT
The undersigned hereby consents to the terms of the
Second Amendment to Amended and Restated Revolving Credit
Agreement dated as of October 2, 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 and the Lenders
party thereto, 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: _____________________
Name:
Title:
Dated: As of October __, 1996
