EXHIBIT 4.2
FIRST AMENDMENT TO INVENTORY AND
WORKING CAPITAL FINANCING AGREEMENT
FIRST AMENDMENT TO INVENTORY AND WORKING CAPITAL FINANCING AGREEMENT, dated
as of May 31, 1996, by and among INACOM CORP., ("InaCom") and IBM CREDIT
CORPORATION ("IBM Credit").
RECITALS
WHEREAS, InaCom and IBM Credit previously entered into an Inventory and
Working Capital Financing Agreement (the "Agreement") dated as of June 29, 1995.
WHEREAS, InaCom is considering the sale of convertible debentures in an
amount not to exceed eighty-six million two hundred fifty thousand dollars
($86,250,000) (the "Debenture").
WHEREAS, the indebtedness evidenced by the Debenture will be unsecured and
subordinated to the indebtedness outstanding under the Agreement.
WHEREAS, the parties desire to amend the Agreement to clarify certain
provisions relating to the Debenture.
NOW THEREFORE, in consideration of the above recitals and the mutual
promises contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties agree as
follows:
AGREEMENT
1. The Agreement is amended in the following respects:
a. The amount of the Debenture shall be treated as stockholders' equity of
InaCom for purposes of defining "Tangible Net Worth."
b. The amount of the Debenture shall not be included within the definition
of "Total Liabilities" of InaCom.
c. The Debenture shall only be convertible into common stock of InaCom.
Subsections 1a and 1b shall only apply until June 1, 2005, at which time the
amount of the Debenture, if not previously converted into common stock of
InaCom, shall be included within the definition of "Total Liabilities" of InaCom
and shall not be treated as stockholders' equity of InaCom for purposes of
defining "Tangible Net Worth."
2. The principal amount of the indebtedness evidenced by the Debenture will
not exceed eighty-six million two hundred fifty thousand dollars ($86,250,000)
and shall be unsecured and subordinated to the indebtedness outstanding under
the Agreement.
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3. Except as expressly amended hereby, the parties hereto agree that the
Agreement and all documents and agreements executed in connection therewith
are ratified and confirmed and shall continue in full force and effect.
4. This Amendment may be signed in any number of counterparts each of which
shall constitute an original and all of which together shall constitute one and
the same document. All capitalized terms used but not defined herein shall have
the meanings ascribed to them in the Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered as of day and year first above written.
INACOM CORP. IBM CREDIT CORPORATION
/s/ Gary Goldsberry /s/ Paul M Leiba
By: Gary Goldsberry By: Paul M Leiba
Its: Treasurer Its: Credit Manager
IBM Credit
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SECOND AMENDMENT TO INVENTORY AND
WORKING CAPITAL FINANCING AGREEMENT
SECOND AMENDMENT TO INVENTORY AND WORKING CAPITAL FINANCING AGREEMENT,
dated as of January 2, 1997, by and among INACOM CORP., ("InaCom") and IBM
CREDIT CORPORATION ("IBM Credit").
RECITALS
WHEREAS, InaCom and IBM Credit previously entered into an Inventory
and Working Capital Financing Agreement dated as of June 29, 1995, as amended by
the First Amendment to Inventory and Working Capital Financing Agreement dated
May 31, 1996.
WHEREAS, InaCom is considering increasing the size of its asset
securitization with Clipper to an amount not exceeding $200,000,000.
WHEREAS, InaCom is considering entering into certain interest rate swap
transactions in the future.
WHEREAS, the parties desire to amend the Agreement to clarify certain
provisions relating to the asset securitization and interest rate swaps.
NOW THEREFORE, in consideration of the above recitals and the mutual
promises contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties agree as
follows:
AGREEMENT
1. The Agreement is amended in the following respects:
a. New Sections 9.1 and 9.2 are added to the
definition of "Permitted Indebtedness" as follows:
"(9.1) The Purchasers' (as defined in the
Receivables Purchase Agreement, as amended,
modified or replaced from time to time) or
Clipper's investment in IFC in an aggregate
principal amount not to exceed $200,000,000;
(9.2) Indebtedness owing by the Customer or
its Subsidiaries under any Interest Rate
Swaps, provided that the aggregate notional
amount of all such Interest Rate Swaps does
not exceed $150,000,000;"
b. A new definition of "Interest Rate Swap" is added
as follows:
"Interest Rate Swap shall mean any interest
rate swap or similar transaction entered
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into by the Customer or any Subsidiary to
protect against fluctuations in interest
rates of Indebtedness owing by the Customer
or any Subsidiary."
2. Except as expressly amended hereby, the Agreement and all documents
and agreements executed in connection therewith are ratified and confirmed and
shall continue in full force and effect.
3. This Amendment may be signed in any number of counterparts each of
which shall constitute an original and all of which together shall constitute
one and the same document. All capitalized terms used but not defined herein
shall have the meanings ascribed to them in the Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and delivered as of the day and year first above written.
INACOM CORP. IBM CREDIT CORPORATION
/s/ David Guenthner /s/ D.E. Diedo
By: David Guenthner By: D.E. Diedo
Its: Executive Vice President Its: RFCM
& Chief Financial Officer
IBM Credit - 2nd Amendment
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