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EXHIBIT 10.32
AMENDMENT #9 TO VANSTAR CORPORATION
SECOND AMENDED AND RESTATED FINANCING PROGRAM AGREEMENT
This Amendment to Vanstar Corporation Second Amended and Restated Financing
Program Agreement (this "Amendment") is made as of March 16, 1998 and among
Vanstar Corporation, a Delaware corporation ("Vanstar"), Vanstar Government
Systems, Inc. (f/n/a Vanstar Federal, Inc.), a Delaware corporation and IBM
Credit Corporation, a Delaware Corporation ("IBM Credit").
RECITALS
A. On January 23, 1998, Vanstar Federal, Inc. ("VFI") filed in the
Office of the Secretary of State of Delaware an amendment to change its name to
Vanstar Government Systems, Inc. ("VGS").
B. Vanstar, VSG (individually a "Borrower" and jointly the "Borrower")
and IBM Credit have entered into that certain Vanstar Corporation Second Amended
and Restated Financing Program Agreement dated as of April 30, 1995 (as amended
by Amendment #1 dated as of September 15, 1995, Amendment #2 dated as of October
26, 1995, Amendment #3 dated as of November 10, 1995, Acknowledgement, Waiver
and Amendment dated as of April 17, 1996, Amendment #4 dated as of July 24,
1996, Amendment #5 dated as of September 25, 1996, Amendment #6 dated as of
December 20, 1996, Amendment #7 dated as of October 31, 1997, Amendment #8 dated
as of December 11, 1997, Acknowledgement, Waiver and Amendment dated as of March
10, 1998 and as the same may be further amended, supplemented or as otherwise
modified from time to time, the "Agreement").
C. The parties have agreed to modify the Agreement as more specifically
set forth below, upon and subject to the terms and conditions of the Agreement
as set forth herein.
AGREEMENT
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, Borrowers and IBM Credit hereby agree as follows:
Section 1. All capitalized terms not otherwise defined herein shall have the
respective meanings set forth in the Agreement.
Section 2. Modification of Agreement
A. The following provisions are incorporated into and supplement the
Agreement as if fully set forth as additional terms therein. In the event of a
conflict between the terms of this Amendment and the terms of the Agreement,
the terms of this Amendment will control in determining the agreement between
IBM Credit and Borrower.
(a) Other Charges.
Borrowers agree to pay IBM Credit a fee in the amount of Two Hundred
Thousand Dollars ($200,000) which shall be due and payable on April 1,
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1998 in consideration for the temporary credit line increase and extension
pursuant to Section 2 A (b) of this Amendment.
(b) Temporary Credit Line Extension and Increase
IBM Credit agrees to increase the temporary credit line of Five Hundred
Twenty Five Million Dollars ($525,000,000) granted by IBM Credit to Vanstar by
written notice on February 5, 1998 to Five Hundred Fifty Million Dollars
($550,000,000) (the "Temporary Credit Line") effective March 15, 1998 and
expiring on June 30, 1998 (the "Expiration Date"). Effective the day after the
Expiration Date, the Temporary Credit Line increase will be terminated and the
credit line will be the Base Line of Credit Amount of Three Hundred Fifty
Million Dollars ($350,000,000).
B. The Agreement is hereby amended by deleting all references to the
name of "Vanstar Federal, Inc." in their entirety and substituting, in lieu
thereof, the name of "Vanstar Government Systems, Inc.".
C. The Agreement is hereby amended by deleting all references to the
defined name of "VFI" in their entirety and substituting, in lieu thereof, the
defined name of "VGS".
Section 3. Representations and Warranties. Each Borrower makes to IBM Credit
the following representations and warranties all of which are material and are
made to induce IBM Credit to enter into this Amendment.
Section 3.1 Accuracy and Completeness of Warranties and Representations. All
representations made by Borrowers in the Agreement were true and accurate and
complete in every respect as of the date made, and, as amended by this
Amendment, all representations made by Borrowers in the Agreement are true,
accurate and complete in every material respect as of the date hereof, and do
not fail to disclose any material fact necessary to make the representations
not misleading.
Section 3.2 Violation of Other Agreements. The execution and delivery of this
Amendment and the performance and observance of the covenants to be performed
and observed hereunder do not violate or cause either Borrower not to be in
compliance with the terms of any agreement to which such Borrower is a party.
Section 3.3 Litigation. There is no litigation, proceeding, investigation or
labor dispute pending or threatened against either Borrower, which if adversely
determined, would materially adversely affect the ability of Borrowers to
perform their obligations under the Agreement and the other documents,
instruments and agreements executed in connection therewith or pursuant hereto.
Section 3.4 Enforceability of Amendment. This Amendment has been duly
authorized, executed and delivered by Borrowers and is enforceable against
Borrowers in accordance with its terms.
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Section 4. Ratification of Agreement. Except as specifically amended hereby,
all of the provisions of the Agreement shall remain unamended and in full force
and effect. Each Borrower hereby ratifies, confirms and agrees that the
Agreement, as amended hereby, represents a valid and enforceable obligation of
Borrowers, and is not subject to any claims, offsets or defense.
Section 5. Governing Law. This Amendment shall be governed by and interpreted
in accordance with the laws of the State of California.
Section 6. Counterparts. This Amendment may be executed in any number of
counterparts, each of which shall be an original and all of which shall
constitute one agreement.
IN WITNESS WHEREOF, this Amendment has been duly executed by the authorized
officers of the undersigned as of the day and year first above written.
Vanstar Corporation Vanstar Government Systems, Inc.
By: /s/ Kauko Aronaho By: /s/ H. Christopher Covington
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Name: Kauko Aronaho Name: H. Christopher Covington
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Title: Sr. VP & CFO Title: Senior Vice President
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IBM Credit Corporation
By: /s/ R. J. Bachner
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Name: R. J. Bachner
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Title: Mgr. Global Strategic
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Account Marketing
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