THIRD AMENDMENT AND WAIVER
THIRD AMENDMENT AND WAIVER (the "Amendment"), dated as of January 4,
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 referred to below.
RECITALS
WHEREAS, the Borrower, the Banks, the Documentation Agent, the
Syndication Agent and Administrative Agent are parties to a certain Credit
Agreement, dated as of April 9, 1999 (as amended, modified or supplemented
through, but not including, the date hereof, the "Credit Agreement") pursuant to
which the Banks have agreed to extend credit to the Borrower; and
WHEREAS, the Borrower has requested that the undersigned Banks
provide certain waivers, and the parties hereto have agreed to amend the Credit
Agreement, in each case on the terms and subject to the 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. Waivers.
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The Banks hereby waive compliance with the covenants contained
in Sections 8.09, 8.11 and 8.12 of the Credit Agreement at all times during the
fiscal quarter ended on December 25, 1999, or for the Test Period ended on
December 25, 1999, as the case may be.
2. Amendments.
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(a) Section 2.01(b) of the Credit Agreement is hereby amended
by deleting the amount "$40,000,000" contained therein and inserting the amount
"$10,000,000" in lieu thereof.
(b) Section 3.03 of the Credit Agreement is hereby amended by
(i) redesignating clause (d) thereof as clause (e), and (ii) inserting therein
the following new clause (d):
"(d) On each date set forth below, the Total
Revolving Loan Commitment shall be automatically and
permanently reduced by the amount set forth opposite such date
below:
Date Amount of Reduction
January 1, 2001 $25,000,000
July 1, 2001 $25,000,000
January 1, 2002 $25,000,000"
(c) Section 7.01(e) of the Credit Agreement is hereby amended
by deleting the phrase "Sections 8.09, through and including 8.13," contained
therein and inserting in lieu thereof the phrase "Sections 8.09, 8.10, 8.11,
8.12, 8.24, 8.25 and 8.26".
(d) Section 7.01 of the Credit Agreement is hereby further
amended by (i) redesignating clause (m) thereof as clause (n), and (ii)
inserting therein the following new clause (m) immediately following clause (l)
thereof:
"(l) Borrowing Base Certificate. Within 15 days after
the end of each fiscal month of the Borrower, a certificate of
the chief financial officer or other Authorized Officer of the
Borrower setting forth the Borrowing Base as of the last day
of such fiscal month, which certificate shall be in a form,
and with an amount of detail, reasonably satisfactory to the
Administrative Agent."
(e) Section 7.12 of the Credit Agreement is hereby amended by
(i) deleting the phrase "two years" contained therein and inserting the phrase
"one year" in lieu thereof, and (ii) deleting the amount "$200,000,000"
contained therein and inserting the amount "$75,000,000" in lieu thereof.
(f) Section 8.02(a) of the Credit Agreement is hereby amended
by (i) deleting the amount "$10,000,000" contained in subclause (v) thereof and
inserting the amount "$5,000,000" in lieu thereof, and (ii) deleting the phrase
"Sections 8.09, 8.10, 8.11, 8.12 and 8.13" contained in subclause (v) thereof
and inserting the phrase "Sections 8.09, 8.10, 8.11, 8.12, 8.24, 8.25 and 8.26"
in lieu thereof.
(g) Section 8.02 of the Credit Agreement is hereby further
amended by (i) deleting the word "and" contained at the end of clause (k)
thereof, (ii) deleting the period appearing at the end of clause (l) thereof and
inserting "; and" in lieu thereof, and (iii) inserting therein immediately
following clause (l) thereof the following new clause (m):
"(m) the Borrower may convey, sell or otherwise
dispose of certain of its assets to Compaq Computer
Corporation and/or one of its Subsidiaries in accordance with
the terms of the Compaq Asset Purchase Agreement; provided,
however, that (i) the cash proceeds from such conveyance, sale
or disposition shall be applied (x) first, to repay the
outstanding Term Loans in full and (y) second, to repay
outstanding Revolving Loans, and (ii) concurrently with the
consummation of such conveyance, sale, or disposition, the
Total Revolving Loan Commitment shall be reduced by
$25,000,000 (which reduction shall be in addition to any
subsequent reduction of the Total Revolving Loan Commitment
pursuant to Section 3.03(d), and which reduction shall apply
proportionately to reduce the Revolving Loan Commitment of
each Bank with such a Commitment)."
(h) Section 8.03(e) of the Credit Agreement is hereby amended
by deleting the amount "$5,000,000" contained therein and inserting the amount
"$2,500,000" in lieu thereof.
(i) Section 8.04(f) of the Credit Agreement is hereby amended
by deleting the amount "$25,000,000" contained therein and inserting the amount
"$10,000,000" in lieu thereof.
(j) Section 8.05(a) of the Credit Agreement is hereby amended
by inserting the following phrase immediately following the phrase "Foreign Cash
Equivalents" contained therein:
", provided that during any time when Revolving Loans are
outstanding, the aggregate amount of cash, Cash Equivalents
and Foreign Cash Equivalents held by the Borrower and its
Subsidiaries shall not exceed $30,000,000 for any period of
four or more consecutive Business Days".
(k) Section 8.05(n) of the Credit Agreement is hereby amended
by deleting the amount "$25,000,000" contained therein and inserting the amount
"$10,000,000" in lieu thereof.
(l) Section 8.06(iii) of the Credit Agreement is hereby
amended by deleting the reference to "March 27, 1999" contained therein and by
inserting in lieu thereof a reference to "December 25, 1999".
(m) Section 8.09 of the Credit Agreement is hereby amended to
read in its entirety as follows:
"8.09 Net Worth. The Borrower shall not permit Net
Worth at any time to be less than the sum of (i) 75% of Net
Worth as of December 25, 1999 plus (ii) 75% of net income, if
positive for the period from and after December 25, 1999 to
the last day of the then most recently ended fiscal quarter,
plus (iii) 100% of the aggregate Net Issuance Proceeds
received by the Borrower from the issuance or sale of its
capital stock (including any preferred stock) from and after
the Third Amendment Effective Date, plus (iv) 100% of the
principal amount of any Indebtedness( including, without
limitation, any Subordinated Debt and the Trust Preferred
Related Subordinated Debt), which is converted into equity
after the Third Amendment Effective Date (in each case on and
after the date of such conversion); such covenant to be
calculated as of the end of each fiscal quarter."
(n) Section 8.11 of the Credit Agreement is hereby amended to
read in its entirety as follows:
"8.11 Leverage Ratios. (a) The Borrower shall not
permit the ratio of (a) the aggregate principal amount of
Funded Senior Debt outstanding at any time of the Borrower and
its Subsidiaries to (b) EBITDA for the Test Period then most
recently ended to exceed (i) at any time on and after the last
day of the Borrower's fiscal quarter ending on or about March
31, 2001 to but excluding the last day of the Borrower's
fiscal quarter ending on or about June 30, 2001, 1.10:1.00,
and (ii) at any time thereafter, 1.00:1.00.
(b) The Borrower shall not permit the ratio of (a) the
aggregate principal amount of Funded Debt outstanding at any
time of the Borrower and its Subsidiaries to (b) EBITDA for
the Test Period then most recently ended to exceed (i) at any
time on and after the last day of the Borrower's fiscal
quarter ending on or about March 31, 2001 to but excluding the
last day of the Borrower's fiscal quarter ending on or about
June 30, 2001, 4.20:1.00, and (ii) at any time thereafter,
3.95:1.00."
(o) Section 8.12 of the Credit Agreement is hereby amended to
read in its entirety as follows:
"8.12 EBITDA to Interest Expense Ratio. The Borrower
shall not permit the ratio of EBITDA for any Test Period set
forth below to Interest Expense for such Test Period to be
less than the ratio set forth opposite such Test Period below:
Test Period ending on or about Ratio
------------------------------ -----
March 31, 2001 5.00:1.00
Thereafter 5.50:1.00
(p) Section 8.13 of the Credit Agreement is hereby amended to
read in its entirety as follows:
"8.13 Intentionally Omitted."
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(q) Section 8.20(d) of the Credit Agreement is hereby amended
by deleting the reference to "$15,000,000" contained therein and inserting
"$10,000,000" in lieu thereof.
(r) Section 8.23(a) of the Credit Agreement is hereby amended
by deleting the amount "$90,000,000" contained therein and inserting the amount
"$35,000,000" in lieu thereof. The amendment effected pursuant to this clause
(r) shall be effective for the fiscal year ending on or about December 31, 2000
and each subsequent fiscal year, and no Capital Expenditure carryforwards shall
be permitted pursuant to Section 8.23(b) of the Credit Agreement until the
fiscal year ending on or about December 31, 2001.
(s) Section 8 of the Credit Agreement is hereby further
amended by inserting therein the following new Section 8.24:
"8.24 Minimum EBITDA. The Borrower will not permit
EBITDA for the fiscal quarter ending on or about each date set
forth below to be less than the amount set forth opposite such
fiscal quarter below:
Fiscal Quarter Ending on or about Amount
--------------------------------- ------
June 30, 2000 ($12,000,000)
September 30, 2000 ($ 2,000,000)
December 31, 2000 $10,000,000
March 31, 2001 $20,000,000
(t) Section 8 of the Credit Agreement is hereby further
amended by inserting therein the following new Section 8.25:
"8.25 Borrowing Base. The Borrower will not permit
(a) the sum of the Effective Amount of all Loans and the
Effective Amount of all Letter of Credit Outstandings at any
time (commencing with the 15th day following the last day of
the fiscal month ending on or about February 29, 2000) to
exceed (b) the Borrowing Base in effect at such time."
(u) Section 8 of the Credit Agreement is hereby further
amended by inserting therein the following new Section 8.26:
"8.26 Maximum Funded Debt. The Borrower will not
permit the aggregate principal amount of Funded Debt of the
Borrower and its Subsidiaries outstanding at any time during
any fiscal quarter ending on or about a date set forth below
to exceed the amount set forth opposite such fiscal quarter
below:
Fiscal Quarter Ending on or about Amount
--------------------------------- ------
March 31, 2000 $960,000,000
June 30, 2000 $725,000,000
September 30, 2000 $575,000,000
December 31, 2000 $475,000,000
March 31, 2001 $400,000,000
(v) The definition of the term "Annual Cash Investment Limit"
contained in Section 10 of the Credit Agreement is hereby amended to read in its
entirety as follows:
"Annual Cash Investment Limit" shall mean, for any
fiscal year of the Borrower, (i) $50,000,000 for the fiscal
year ending on December 25, 1999 and (ii) $30,000,000 for each
fiscal year thereafter."
(w) The definition of the term "EBITDA" contained in Section
10 of the Credit Agreement is hereby amended to read in its entirety as follows:
"EBITDA" shall mean, with respect to the Borrower and
its Subsidiaries for any applicable period, Net Income for
such period, plus, to the extent deducted in determining Net
Income for such period, the aggregate amount of (i) Interest
Expense, (ii) federal, state, local and foreign income taxes
(but without reducing Net Income for the effect of any income
tax benefits), (iii) depletion, depreciation and amortization
of tangible and intangible assets, (iv) non-recurring non-cash
charges taken in such period and (v) non-recurring cash
charges in an aggregate amount (for all periods) not greater
than $20,000,000.
(x) The definition of the term "Test Period" contained in
Section 10 of the Credit Agreement is hereby amended to read in its entirety as
follows:
"Test Period" shall mean each period of four
consecutive fiscal quarters of the Borrower (or, if shorter,
the period beginning on the first day of the fiscal quarter
ending on or about March 31, 2001 and ending on the last day
of the then most recently ended fiscal quarter of the
Borrower), in each case taken as one accounting period;
provided that (A) for the purposes of calculating compliance
with Section 8.11, (i) for the Test Period ending on or about
March 31, 2001, EBITDA shall be EBITDA as calculated for the
fiscal quarter of the Borrower ending on or about such date
multiplied by 4.00, (ii) for the Test Period ending on or
about June 30, 2001, EBITDA shall be EBITDA as calculated for
the two fiscal quarter period of the Borrower ending on or
about such date multiplied by 2.00 and (iii) for the Test
Period ending on or about September 30, 2001, EBITDA shall be
EBITDA as calculated for the three fiscal quarter period of
the Borrower ending on or about such date multiplied by 1.33;
and (B) for the purposes of calculating compliance with
Section 8.12, (i) for the Test Period ending on or about March
31, 2001, each of EBITDA and Interest Expense shall be EBITDA
and Interest Expense as calculated for the fiscal quarter of
the Borrower ending on or about such date, (ii) for the Test
Period ending on or about June 30, 2001, each of EBITDA and
Interest Expense shall be EBITDA and Interest Expense
calculated for the two fiscal quarter period of the Borrower
ending on or about such date, and (iii) for the Test Period
ending on or about September 30, 2001, each of EBITDA and
Interest Expense shall be EBITDA and Interest Expense as
calculated for the three fiscal quarter period of the Borrower
ending on or about such date.
(y) Section 10 of the Credit Agreement is hereby further
amended by inserting therein the following new defined terms in appropriate
alphabetical order:
"Borrowing Base" shall mean, as at any date on which
the amount thereof is being determined, an amount equal to the
sum of (i) 60% of Eligible Inventory, (ii) 85% of Eligible
Receivables plus (iii) 50% of the outstanding principal amount
of the Nesbitt Burns Residual Notes, each as determined from
the Borrowing Base Certificate most recently delivered
pursuant to Section 7.01(l)."
"Borrowing Base Certificate" shall have the meaning
specified in Section 7.01(l).
"Compaq Asset Purchase Agreement" shall mean the
Asset Purchase Agreement to be entered into by and among
Compaq Computer Corporation, one of its Subsidiaries and the
Borrower, substantially on the same terms and conditions set
forth in the 12/30/99 draft thereof delivered to the
Administrative Agent.
"Eligible Inventory" shall mean the gross dollar
value (valued at the lower of cost or market value) of the
finished goods inventory of the Borrower and the Subsidiary
Guarantors located in any state of the United States or the
District of Columbia and which is readily marketable and is
then currently being held for sale in the ordinary course of
business and conforms in all material respects to the
representations and warranties contained in the Security
Agreement, except (i) any supplies (not including services
parts), goods returned or rejected (except to the extent that
such returned or rejected goods continue to conform in all
material respects to the other requirements of this
definition) by customers and goods to be returned to
suppliers, (ii) any inventory held on consignment, (iii) any
inventory which has been shipped to a customer, even if on a
consignment or "sale or return" basis, (iv) any inventory to
the extent that the Borrower or a Subsidiary Guarantor has
taken a reserve, but only to the extent of such reserve,
including any reserves required by the Administrative Agent in
its reasonable judgment, (v) any inventory not subject to a
valid and perfected first-priority Lien in favor of the
Collateral Agent under the Security Agreement, subject to no
prior or equal Lien, (vi) any inventory not produced in
compliance with the applicable requirements of the Fair Labor
Standards Act and (vii) other inventory which is not
acceptable to the Administrative Agent in its reasonable
judgment.
"Eligible Receivables" shall mean the total face
amount of all trade and vendor receivables of the Borrower and
the Subsidiary Guarantors which conform in all material
respects to the representations and warranties in the Security
Agreement and at all times continue to be acceptable to the
Administrative Agent in its reasonable judgment, except (i)
receivables relating to sales to account debtors outside the
United States, Latin America and Canada, (ii) any receivable
that does not comply in all material respects with all
applicable legal requirements, including, without limitation,
all laws, rules, regulations and orders of any governmental or
judicial authority, (iii) any receivable payable more than 60
days after the date of the original invoice therefor, (iv) any
receivable that remains unpaid for more than 120 days from the
time of the original issuance of the invoice therefor, (v) any
unbilled receivable and any receivable in respect of goods not
yet shipped, (vi) any receivable arising outside the ordinary
course of business of the Borrower or any Subsidiary
Guarantor, (vii) any receivable due from an account debtor
that is the subject of a case or proceeding of the type
described in Section 9.05, (viii) any receivable due from an
account debtor at any time, to the extent that the aggregate
outstanding amount of receivables due from such account debtor
and its Affiliates at such time exceeds 25% of the aggregate
amount of all receivables due to the Borrower and the
Subsidiary Guarantors at such time, but only to the extent of
such excess, (ix) any receivable not subject to a valid and
perfected first-priority Lien in favor of the Collateral Agent
under the Security Agreement, subject to no prior or equal
Lien, (x) contracts or sales to any Affiliate of the Borrower
or any of its Subsidiaries.
"Nesbitt Burns Residual Notes" shall mean the
"Company Notes" (issued to the Borrower and Vanstar
Corporation) under and as defined in the Amended and Restated
Nesbitt Burns Receivables Purchase Facility.
"Third Amendment Effective Date" shall mean the
Amendment Effective Date under and as defined in the Third
Amendment and Waiver to this Agreement, dated as of January 4,
2000.
3. Representations and Warranties. The Borrower hereby represents
and warrants to the Administrative Agent and the Banks that:
(a) After the effectiveness of this Amendment, no Default or
Event of Default has occurred and is continuing.
(b) The execution, delivery and performance by the Borrower of
this Amendment has 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 Agreement as amended by this Amendment constitutes the
legal, valid and binding obligation of the Borrower, enforceable against it in
accordance with its respective terms.
(c) All representations and warranties of the Borrower
contained in the Credit Agreement or in the other Credit Documents are true and
correct as of the date hereof and as of the Amendment Effective Date with the
same effect as though made on the date hereof or thereof and as though applied
to the Credit Agreement as herein amended.
(d) The Borrower is entering into this Amendment on the basis
of its own investigation and for its own reasons, without reliance upon the
Administrative Agent and the Banks or any other Person.
4. Amendment Effective Date. This Amendment shall become
effective as of the date (the "Amendment Effective Date") when (i) counterparts
(or if elected by the Administrative Agent, an executed facsimile copy) of this
Amendment have been executed and delivered to the Administrative Agent by the
Borrower and the Required Banks, and each Subsidiary Guarantor shall have
executed and delivered to the Administrative Agent a Guarantor Acknowledgment
and Consent (the "Acknowledgment") in the form attached hereto, and (ii) the
asset sale contemplated by the Compaq Asset Purchase Agreement (as defined
above) shall have been consummated substantially on the terms set forth in the
12/30/99 draft of such Agreement delivered to the Administrative Agent.
Notwithstanding the foregoing, the waivers set forth in Section 1 of this
Amendment shall become effective when the condition precedent contained in
clause (i) of the preceding sentence shall be satisfied.
5. Reservation of Rights. The Borrower acknowledges and agrees
that the execution and delivery by the Administrative Agent and the Banks of
this Amendment shall not be deemed (i) to create a course of dealing or
otherwise obligate the Administrative Agent or the Banks to forebear or execute
similar amendments under the same or similar circumstances in the future, or
(ii) to amend, relinquish or impair any right of the Administrative 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 Amendment.
6. Miscellaneous.
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(a) Except as herein expressly amended, all terms, covenants
and provisions of the Credit Agreement are and shall remain in full force and
effect and all references therein to such Credit Agreement shall henceforth
refer to the Credit Agreement as amended by this Amendment. This Amendment shall
be deemed incorporated into, and a part of, the Credit Agreement.
(b) This Amendment 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 Amendment.
(c) This Amendment shall be governed by and construed in
accordance with the law of the State of New York.
(d) This Amendment 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 Amendment, together with 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
Amendment supersedes all prior drafts and communications with respect thereto.
This Amendment 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 Amendment shall be deemed
prohibited by or invalid under any applicable law, such provision shall be
invalidated without affecting the remaining provisions of this Amendment 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 and delivery of this Amendment.
(h) The Borrower hereby agrees to pay each Bank which delivers
an executed copy of this Amendment (by hard copy or facsimile) to the
Administrative Agent by no later than 12:00 (Noon) (New York time) on January 4,
2000, a fee (the "Amendment Fee") in an amount equal to 0.75% of such Bank's
Revolving Loan Commitment (as such Revolving Loan Commitment will be in effect
immediately following the consummation of the Compaq Asset Purchase Agreement as
provided herein), which Amendment Fee shall be due and payable on the first
Business Day following the date on which the Required Banks shall have executed
and delivered this Amendment.
(i) The Borrower (and each Guarantor by execution of the
Acknowledgment) confirms that the Security Documents secure the Obligations
under the Credit Agreement as amended hereby. Each Guarantor by execution of the
Acknowledgment confirms that the Subsidiary Guaranty applies to all Obligations
under the Credit Agreement as amended hereby.
* * *
IN WITNESS WHEREOF, the parties hereto have executed and
delivered this Amendment as of the date first above written.
INACOM CORP.
By: /s/ Richard C. Oshlo
Title: Vice President and Treasurer
DEUTSCHE BANK AG, NEW YORK
BRANCH, as Administrative Agent
By: /s/ Robert Wood
Title: Director
By: /s/ Ira Lubinsky
Title: Vice President
DEUTSCHE BANK AG, NEW YORK
BRANCH AND/OR CAYMAN ISLAND BRANCH
By: /s/ Robert Wood
Title: Director
By: /s/ Ira Lubinsky
Title: Vice President
IBM CREDIT CORPORATION, Individually and as
Documentation Agent
By: /s/ Ronald J. Bachner
Title: Manager, Commercial Financing
Solutions Americas
BANQUE NATIONALE DE PARIS,
Individually and as Syndication Agent
By: /s/ Jennifer Y. Cho
Title: Vice President
By: /s/ Stuart Darby
Title: Assistant Vice President
COMERICA BANK
By: /s/ Timothy O'Rourke
Title: Vice President
CREDIT LYONNAIS
CHICAGO BRANCH
By: /s/ Joseph A. Philbin
Title: Vice President
THE BANK OF NOVA SCOTIA
By: /s/ F. C. H. Ashby
Title: Senior Manager Loan Operations
U.S. BANK NATIONAL ASSOCIATION
By: Merryll M. Hales
Title: Vice President
FLEET NATIONAL BANK
By: /s/ Michael S. Barclay
Title: Vice President
MERCANTILE BANK, N.A.
By: /s/ Joseph L. Sooter, Jr.
Title: Vice President
ABN AMRO BANK, N.V.
By:
Title:
By:
Title:
TRANSAMERICA COMMERCIAL
FINANCE CORPORATION
By:
Title:
STERLING ASSET MANAGEMENT, LLC
By:
Title:
FINOVA CAPITAL CORP.
By: /s/ Patrick Smith
Title: Vice President Credit Manager
FIRST NATIONAL BANK OF OMAHA
By: /s/ Mark Barata
Title: Vice President
GUARANTOR ACKNOWLEDGMENT AND CONSENT
The undersigned, each a guarantor or third party pledgor with respect
to the Borrower's obligations to the Administrative Agent and the Banks under
the Credit Agreement, each hereby (i) acknowledge and consent to the execution,
delivery and performance by the Borrower of the foregoing Third Amendment and
Waiver to Credit Agreement (the "Amendment"), and (ii) reaffirm and agree that
the respective guaranty, third party pledge or security agreement to which the
undersigned is party and all other documents and agreements executed and
delivered by the undersigned to the Administrative Agent and the Banks in
connection with the Credit Agreement are in full force and effect, without
defense, offset or counterclaim. (Capitalized terms used herein have the
meanings specified in the Amendment).
GUARANTORS
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.
Dated as of: January 4, 2000 By:
Title: