EXHIBIT 4.4
FIRST AMENDMENT TO AMENDED AND RESTATED
RECEIVABLES PURCHASE AGREEMENT
FIRST AMENDMENT TO AMENDED AND RESTATED RECEIVABLES PURCHASE
AGREEMENT, dated as of May 31, 1996, by and among INACOM CORP., ("InaCom"),
INACOM FINANCE CORP., ("IFC") CLIPPER RECEIVABLES CORPORATION, ("Clipper"),
STATE STREET BOSTON CAPITAL CORPORATION, ("State Street"), and NORWEST BANK
MINNESOTA, N.A., ("Norwest").
RECITALS
WHEREAS, InaCom, IFC, Clipper, State Street and Norwest previously
entered into an Amended and Restated Receivables Purchase Agreement (the
"Agreement") dated as of August 21, 1995.
WHEREAS, InaCom is considering the sale of convertible subordinated
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.
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.
2. 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.
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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 day and year first above written.
INACOM CORP. CLIPPER RECEIVABLES CORPORATION
/s/ Leon Kerkman /s/ Tiffany Percival
By: Leon Kerkman By: Tiffany Percival
Its: Assistant Secretary Its: Vice President
INACOM FINANCE CORP. STATE STREET BOSTON CAPITAL
CORPORATION
/s/ Leon Kerkman /s/ Jeffrey R Noordhook
By: Leon Kerkman By: Jeffrey R Noordhook
Its: Assistant Secretary Its: Senior Associate
NORWEST BANK MINNESOTA, N.A.
/s/ Brent C Fossey
By: Brent C Fossey
Its: Vice President
Clipper
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SECOND AMENDMENT TO
AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT
THIS SECOND AMENDMENT TO AMENDED AND RESTATED RECEIVABLES PURCHASE
AGREEMENT, dated as of November 20, 1996 (this "Amendment"), is among INACOM
FINANCE CORP. ("Seller"), INACOM CORP. ("InaCom"), CLIPPER RECEIVABLES
CORPORATION ("Purchaser"), STATE STREET BOSTON CAPITAL CORPORATION, as
administrator (the "Administrator"), and NORWEST BANK MINNESOTA, N.A., as
relationship bank (the "Relationship Bank").
BACKGROUND
1. Seller, InaCom, Purchaser, the Administrator and the Relationship Bank
are parties to that certain Amended and Restated Receivables Purchase Agreement,
dated as of August 21, 1995, as amended by the First Amendment to Amended and
Restated Receivables Purchase Agreement, dated as of May 31, 1996 (the
"Receivables Purchase Agreement").
2. The parties desire to amend the Receivables Purchase Agreement in
certain respects as set forth herein.
NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:
SECTION 1. Definitions. Capitalized terms used in this Amendment and not
otherwise defined herein shall have the meanings assigned thereto in the
Receivables Purchase Agreement.
SECTION 2. Receivables. The definition of "Receivable" where it appears in
Appendix A to the Receivables Purchase Agreement is hereby amended in its
entirety as follows:
"Receivable" means (i) any right to payment from a Person, whether
constituting an account, chattel paper, instrument or general intangible,
arising from the sale of computer or technology information merchandise or
provision of services by an Originator, and includes the right to payment
of any interest or finance charges and other obligations of such Person
with respect thereto (provided that the term "Receivable" shall not include
any such right to payment from the United States government, or an agency
or department thereof, or any such right to payment arising from the sale
of long distance telephone service, so long as, in each case, the
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payments related thereto are not commingled with Collections in the Lock-
Box Accounts) and (ii) any Dealer Financed Receivable.
SECTION 3. Termination Date. The definition of "Termination Date" that
appears in Appendix A to the Receivables Purchase Agreement is hereby amended by
deleting the date
"August 20, 1998" that appears in paragraph (d) thereof and substituting
therefor the date "August 20, 1999".
SECTION 4. Representations and Warranties. Each Seller Party hereby jointly
and severally represents and warrants that (i) the representations and
warranties contained in Section 6.01 of the Receivables Purchase Agreement are
true and correct on and as of the date hereof, and after giving effect hereto,
as though made on and as of such date, and shall be deemed to have been made on
such date and (ii) no event has occurred and is continuing, or would result from
this Amendment, that constitutes a Liquidation Event or Unmatured Liquidation
Event.
SECTION 5. Miscellaneous. The Receivables Purchase Agreement, as amended
hereby, remains in full force and effect. Any reference to the Receivables
Purchase Agreement from and after the date hereof shall be deemed to refer to
the Receivables Purchase Agreement as amended hereby, unless otherwise expressly
stated. This Amendment shall be governed by, and construed in accordance with,
the laws of the State of New York. This Amendment may be executed in any number
of counterparts, and by the different parties hereto in separate counterparts,
each of which when so executed shall be deemed to be an original, and all of
which when taken together shall constitute one and the same agreement. The
Seller Parties, jointly and severally, hereby agree to pay on demand all costs
and expenses, including reasonable attorneys' fees, incurred by the Purchaser,
the Relationship Bank or the Administrator in connection with the preparation or
execution of this Amendment.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunder duly authorized, as of the date
first above written.
INACOM FINANCE CORP.
By: /s/ Pat Fitzgerald
Name Printed: Pat Fitzgerald
Its: Director of Financial Services
and Assistant Treasurer
INACOM CORP.
By: /s/ Pat Fitzgerald
Name Printed: Pat Fitzgerald
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Its: Director of Financial Services
and Assistant Treasurer
CLIPPER RECEIVABLES CORPORATION
By: /s/ Alan Thometz
Name Printed: Alan Thometz
Its: Senior Associate
STATE STREET BOSTON CAPITAL
CORPORATION, as Administrator
By: /s/ Paul Schmeider
Name Printed: Paul Schmeider
Its: Senior Associate
NORWEST BANK MINNESOTA, N.A.,
a Relationship Bank
By: /s/ Alan Thometz
Name Printed: Alan Thometz
Its: Vice President
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THIRD AMENDMENT TO
AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT
THIS THIRD AMENDMENT TO AMENDED AND RESTATED RECEIVABLES PURCHASE
AGREEMENT, dated as of January 8, 1997 (this "Amendment"), is among INACOM
FINANCE CORP. ("Seller"), INACOM CORP. ("InaCom"), CLIPPER RECEIVABLES
CORPORATION ("Purchaser"), STATE STREET BOSTON CAPITAL CORPORATION, as
administrator (the "Administrator"), and NORWEST BANK MINNESOTA, N.A., as
relationship bank (the "Relationship Bank").
BACKGROUND
1. Seller, InaCom, Purchaser, the Administrator and the Relationship Bank
are parties to that certain Amended and Restated Receivables Purchase Agreement,
dated as of August 21, 1995, as amended by the First Amendment to Amended and
Restated Receivables Purchase Agreement, dated as of May 31, 1996 and the Second
Amendment to Amended and Restated Receivables Purchase Agreement, dated as of
November 20, 1996 (the "Receivables Purchase Agreement").
2. The parties desire to amend the Receivables Purchase Agreement in
certain respects as set forth herein.
NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:
SECTION 1. Definitions. Capitalized terms used in this Amendment and not
otherwise defined herein shall have the meanings assigned thereto in the
Receivables Purchase Agreement.
SECTION 2. Purchase Limit. Section 1.01 of the Receivables Purchase
Agreement is hereby amended by deleting the number "$100,000,000" where it
appears in clause (a)(1) of the proviso of the first sentence thereof and
substituting therefor the number "$200,000,000".
SECTION 3. Representations and Warranties. Each Seller Party hereby jointly
and severally represents and warrants that (i) the representations and
warranties contained in Section 6.01 of the Receivables Purchase Agreement are
true and correct on and as of the date hereof, and after giving effect hereto,
as though made on and as of such date, and shall be deemed to have been made on
such date and (ii) no event has occurred and is continuing, or would result from
this Amendment, that constitutes a Liquidation Event or Unmatured Liquidation
Event.
SECTION 4. Effectiveness. This Amendment shall become effective as of
January 13, 1997.
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SECTION 5. Miscellaneous. The Receivables Purchase Agreement, as amended
hereby, remains in full force and effect. Any reference to the Receivables
Purchase Agreement from and after the date hereof shall be deemed to refer to
the Receivables Purchase Agreement as amended hereby, unless otherwise expressly
stated. This Amendment shall be governed by, and construed in accordance with,
the laws of the State of New York. This Amendment may be executed in any number
of counterparts, and by the different parties hereto in separate counterparts,
each of which when so executed shall be deemed to be an original, and all of
which when taken together shall constitute one and the same agreement. The
Seller Parties, jointly and severally, hereby agree to pay on demand all costs
and expenses, including reasonable attorneys' fees, incurred by the Purchaser,
the Relationship Bank or the Administrator in connection with the preparation or
execution of this Amendment.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunder duly authorized, as of the date
first above written.
INACOM FINANCE CORP.
By: /s/ Dave Guenthner
Name Printed: Dave Guenthner
Its: Executive Vice President
& Chief Financial Officer
INACOM CORP.
By: /s/ Dave Guenthner
Name Printed: Dave Guenthner
Its: Executive Vice
President & Chief
Financial Officer
CLIPPER RECEIVABLES CORPORATION
By: /s/ Tiffany Percival
Name Printed: Tiffany Percival
Its: Vice President
STATE STREET BOSTON CAPITAL
CORPORATION, as Administrator
By: /s/ Paul Schmeider
Name Printed: Paul Schmeider
Its: Senior Associate
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NORWEST BANK MINNESOTA, N.A.,
a Relationship Bank
By: /s/ Jerome W Fonz
Name Printed: Jerome W Fonz III
Its: Vice President
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