VANSTAR CORPORATION
INACOM CORP.
AND
WILMINGTON TRUST COMPANY
as Trustee
FIRST SUPPLEMENTAL INDENTURE
Dated as of February 17, 1999
FIRST SUPPLEMENTAL INDENTURE
FIRST SUPPLEMENTAL INDENTURE, dated as of February 17, 1999, among
Vanstar Corporation, a Delaware corporation (the "Company"), InaCom Corp., a
Delaware corporation ("InaCom"), and Wilmington Trust Company, a Delaware
banking corporation, as trustee ("Trustee"). Terms not defined herein shall have
the meanings assigned to them in the Indenture (as defined below).
R E C I T A L S
WHEREAS, the Company and the Trustee are parties to an Indenture, dated
as of October 2, 1996 (the "Indenture"), relating to the Company's 6 3/4%
Convertible Subordinated Debentures due 2016 (the "Securities").
WHEREAS, on February 17, 1999, a wholly-owned subsidiary of InaCom was
merged with and into the Company with the Company being the surviving
corporation in the merger (the "Merger") and each outstanding share of common
stock of the Company (other than shares held by InaCom or any of its direct or
indirect subsidiaries) was converted into the right to receive .64 of the fully
paid and nonassessable shares of InaCom common stock, par value $0.10 per share
("InaCom Common Stock").
WHEREAS, InaCom desires to become jointly and severally liable for and
assume all of the obligations of the Company under the Indenture and the
Securities.
WHEREAS, Section 901 of the Indenture provides that the Company, when
authorized by a Board Resolution, and the Trustee may enter into a supplemental
indenture, without the consent of any Holder, to, among other things, make
provision with respect to the conversion rights of Holders pursuant to the
requirements of Article Thirteen of the Indenture.
WHEREAS, the Company and the Trustee have determined that this First
Supplemental Indenture complies with Section 901 of the Indenture and does not
require the consent of any Holders and, on the basis of the foregoing, the
Trustee has determined that this First Supplemental Indenture is in form
satisfactory to it.
W I T N E S S E T H:
NOW THEREFORE, for and in consideration of the premises, it is mutually
covenanted and agreed, for the equal and ratable benefit of the Holders, as
follows:
ARTICLE 1
ASSUMPTION OF OBLIGATIONS
Section 1.1 Assumption. InaCom hereby unconditionally assumes joint and
several liability on and after the Effective Date (as defined below) for all of
the obligations of the Company under the Indenture and the Securities, including
the punctual payment when due, whether at stated maturity, by acceleration or
otherwise, of the principal of, premium, if any, and interest on the Securities
according to the terms of the Securities and as more fully described in the
Indenture. Notwithstanding the foregoing, the Company shall remain obligated
under the Indenture and the Securities, in accordance with the terms of the
Indenture. "Effective Date" shall mean February 17, 1999.
ARTICLE 2
CONVERSION RIGHTS OF HOLDERS IN
CONNECTION WITH THE MERGER
Section 2.1 Conversion Rights. The Company, as the surviving
corporation of the Merger, and InaCom hereby provide in accordance with Section
1304 of the Indenture that the Holder of each Security outstanding at the
Effective Time of the Merger shall have the right, during the period such
Security shall be convertible as specified in Section 1301 of the Indenture, to
convert such Security only into that number of shares of InaCom Common Stock
equal to the product of .64 and the number of shares of common stock of the
Company into which such Security would have been convertible into immediately
prior to the Merger.
ARTICLE 3
GENERAL PROVISIONS
Section 3.1 Incorporation of Indenture. All the provisions of this
First Supplemental Indenture shall be deemed to be incorporated in, and made a
part of, the Indenture; and the Indenture, as supplemented and amended by this
First Supplemental Indenture, shall be read, taken and construed as one and the
same instrument.
Section 3.2 Headings. The headings of the Articles and Sections of this
First Supplemental Indenture are inserted for convenience of reference and shall
not be deemed to be a part thereof.
Section 3.3 Counterparts. The First Supplemental Indenture may be
executed in any number of counterparts, each of which so executed shall be
deemed to be an original, but all such counterparts shall together constitute
but one and the same instrument.
Section 3.4 Conflict with Trust Indenture Act. If any provision hereof
limits, qualifies or conflicts with another provision hereof which is required
to be included in this First Supplemental Indenture by any of the provisions of
the Trust Indenture Act, such required provision shall control.
Section 3.5 Successors. All covenants and agreements in this First
Supplemental Indenture by the Company and InaCom shall be binding upon and inure
to benefit of their respective successors. All covenants and agreements in this
First Supplemental Indenture by the Trustee shall be binding upon and inure to
the benefit of its successors.
Section 3.6 Separability Clause. In case any provision in this First
Supplemental Indenture shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby.
Section 3.7 Benefits of First Supplemental Indenture. Nothing in this
First Supplemental Indenture, express or implied, shall give to any person,
other than the parties hereto and their successors hereunder and the Holders,
any benefit or any legal or equitable right, remedy or claim under this First
Supplemental Indenture.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties hereto have caused their duly
authorized officers to execute and deliver this First Supplemental Indenture, as
of the date first above written.
VANSTAR CORPORATION
By: /s/ Kauko Aronaho
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Name: Kauko Aronaho
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Title: Jr. VP & CFO
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INACOM CORP.
By: /s/ Bill L. Fairfield
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Name: Bill L. Fairfield
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Title: President and Chief Executive Officer
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WILMINGTON TRUST COMPANY
By: /s/ Bruce L. Bisson
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Name: Bruce Bisson
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Title: Vice President
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