MERISEL INC /DE/
EX. 10.2 - MATERIAL CONTRACTS
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>EX. 10.2 - MATERIAL CONTRACTS
<TEXT>

                               AMENDMENT NO. 4 TO

                           LOAN AND SECURITY AGREEMENT

                  This Amendment No. 4 to Loan and Security Agreement is made as
of May 10, 2000 by and among each of the  undersigned  and amends  that  certain
Loan and Security  Agreement dated as of June 30, 1998, as previously amended by
Amendment  No.  1 to Loan  and  Security  Agreement  dated  as of May 11,  1999,
Amendment No. 2 to Loan Agreement  dated as of September 30, 1999, and Amendment
No. 3 to Loan and Security  Agreement  ("Amendment No. 3") dated as of March 10,
2000 (the "Loan Agreement"),  by and among the financial  institutions listed on
the signature  pages thereof as lenders (such financial  institutions,  together
with their respective  successors and assigns,  are referred to hereinafter each
individually as a "Lender" and collectively as the "Lenders"),  Bank of America,
National Association  (formerly known as BankAmerica  Business Credit,  Inc.), a
Delaware  corporation,  as agent for the Lenders (in its capacity as agent,  the
"Agent"),  and Merisel Americas,  Inc., a Delaware corporation (the "Borrower").
Capitalized  terms used herein  without  definition  have the meanings  assigned
thereto in the Loan Agreement.

                                    RECITALS

         A. The Borrower has  requested  that the Loan  Agreement be amended and
modified as provided  herein,  and certain  proposed  actions by the Borrower be
consented to by the Agent and the Lenders, all as more fully described below.

         B. On the  terms  and  subject  to the  conditions  set  forth  in this
Amendment,  the  Borrower,  the  Agent  and  the  Lenders,  have  agreed  to the
amendments and waivers to the Loan Agreement as set forth below.

                                    AGREEMENT

         In  consideration   of  the  foregoing,   and  for  good  and  valuable
consideration,  the  receipt of which is hereby  acknowledged,  the  undersigned
hereby agree as follows:

                                    ARTICLE 1
              AMENDMENTS AND WAIVERS TO LOAN AND SECURITY AGREEMENT

1.1  Amendment  to  the  Definition  of  "Borrowing  Base".  The  definition  of
"Borrowing  Base"  set  forth in  Section  1.1 of the Loan  Agreement  is hereby
amended by deleting such definition in its entirety,  and inserting in its place
the following:

         "`Borrowing  Base' means (a) the sum of fifty percent (50%) of Eligible
         Domestic  Inventory,  plus fifteen  percent (15%) of Eligible  Imported
         Inventory;  less  (b)  the  sum  of  the  Inventory  Mix  Reserve,  the
         Liquidation  Expense  Reserve,  the  Foreign  Exchange  Reserve and the
         Vendor Lien Reserve."
<PAGE>


1.2  Amendment  to  the  Definition  of  "Foreign  Exchange  Transactions".  The
definition of "Foreign  Exchange  Transactions"  set forth in Section 1.1 of the
Loan  Agreement is hereby  amended by deleting such  definition in its entirety,
and inserting in its place the following:

         "`Foreign Exchange Transactions' means (a) the foreign exchange line of
         $35,000,000  (notional value) from Bank of America for foreign exchange
         contracts in $ Canadian,  and (b) any other  foreign  exchange  line of
         credit with Bank of America or a Lender and for any currency;  provided
         that, with respect to (a) and (b) above,  the settlement risk shall not
         exceed $10,000,000 on any settlement day."

1.3  Amendment to the  Definition  of "Inventory  Mix Reserve  Percentage".  The
definition of "Inventory Mix Reserve Percentage" set forth in Section 1.1 of the
Loan  Agreement is hereby  amended by deleting such  definition in its entirety,
and inserting in its place the following:

         "`Inventory Mix Reserve Percentage' means the result, expressed as a
percentage, of the following:

                                     1 - OLV

         where OLV means the amount  determined  by the Agent as the  realizable
         value  of  Eligible  Inventory  (expressed  as a  percentage  of  cost)
         calculated based on the methodology of the Dovebid, Inc. appraisal most
         recently submitted to Agent pursuant to Section 6.5 and adjusted weekly
         to  reflect  the  inventory  mix as  reflected  in the  Borrowing  Base
         Certificate  delivered pursuant to section 6.7(b). At no time shall the
         Inventory Mix Reserve Percentage be less than zero."

1.4 Amendment to the Definition of "Liquidation Expense Reserve". The definition
of "Liquidation  Expense Reserve" set forth in Section 1.1 of the Loan Agreement
is hereby amended by deleting such definition in its entirety,  and inserting in
its place the following:

         "`Liquidation Expense Reserve' means a reserve of $4,500,000, subject
to adjustment upwards and downwards by the Agent in its sole discretion."

1.5 Amendment to the Definition of "Maximum Revolver Amount".  The definition of
"Maximum  Revolver  Amount"  set forth in Section 1.1 of the Loan  Agreement  is
hereby amended by deleting such definition in its entirety, and inserting in its
place the following:

         "`Maximum Revolver Amount' means $35,000,000."
<PAGE>

1.6      MOCA Disposition Definition.  A new definition of "MOCA Disposition" is
 added to Section 1.1 of the Loan Agreement as follows:

         "'MOCA Disposition' means the sale or other disposition of all or
         substantially all of the assets or shares of Merisel Open Computing
         Alliance, Inc. by the Borrower or the Parent, but excluding the
         transfer of the shares of Merisel Open Computing
         Alliance, Inc. by the Borrower to Parent."

1.7      Monthly Gross Profit Definition.  A new definition of "Monthly Gross
         Profit" is added to Section 1.1 of the Loan Agreement
         -------------------------------
as follows:

         "`Monthly  Gross Profit'  means,  for any given month for the Borrower,
         the  amount  identified  as  "Total  FE" for such  month on the  report
         delivered to the Agent pursuant to section 7.2(l)."

1.8      New Exhibit G.  The Loan Agreement is hereby amended to add Exhibit G
         hereto as Exhibit G thereto.
         -------------

1.9 Amendment to Definition of Subsidiary.  The definition of  "Subsidiary"  set
forth in Section 1.1 of the Loan  Agreement is hereby  amended by inserting  the
following at the end of the first sentence thereof:

         "provided, that, notwithstanding the foregoing, Merisel Open Computing
         Alliance, Inc. shall, for all purposes of this
         Agreement, not be deemed a Subsidiary of the Borrower."

1.10  Amendment to Amount of Total Credit  Facility.  Section 2.1(a) of the Loan
Agreement is hereby amended by deleting the amount  "$100,000,000" and inserting
the amount "$35,000,000" in its place.

1.11 Amendment to Minimum Availability  Requirement.  Section 2.2(a) of the Loan
Agreement  is hereby  amended by  deleting  such  section in its  entirety,  and
inserting in its place the following:

                  "(a) Amounts.  Subject to the  satisfaction  of the conditions
         precedent set forth in Article 10, each Lender severally  agrees,  upon
         the Borrower's request from time to time on any Business Day during the
         period from the Closing Date to the Termination Date, to make revolving
         loans (the "Revolving Loans") to the Borrower, in amounts not to exceed
         (except  for BABC with  respect to BABC Loans or Agent  Advances)  such
         Lender's Pro Rata Share of the Borrower's  Avail-ability.  The Lenders,
         however,  in their  discretion,  may elect to make  Revolving  Loans or
         participate  (as provided for in Section  2.3(f)) in the credit support
         or enhancement  provided through the Agent to the issuers of Letters of
         Credit in excess of the  Availability on one or more occasions,  but if
         they do so,  neither the Agent nor the Lenders shall be deemed  thereby

<PAGE>

         to have  changed  the  limits  of the  Maximum  Revolver  Amount or the
         Availability  or to be  obligated  to exceed  such  limits on any other
         occasion. If at any time the Aggregate Revolver Outstanding exceeds the
         Availability  (with the  Availability  calculated  as if the  Aggregate
         Revolver  Outstandings  were zero), then the Lenders may refuse to make
         or  otherwise  restrict  the making of  Revolving  Loans as the Lenders
         determine until such excess has been eliminated, subject to the Agent's
         authority,  in its sole discretion,  to make Agent Advances pursuant to
         the terms of Section 2.2(i)."

1.12  Commitment  Amount.  On the Effective  Date (as defined in section  3.1(a)
below)  the  Bank  of  America,   National  Association's   Commitment  will  be
$35,000,000.

1.13  Amendment  to Section  4.1.  Section 4.1 of the Loan  Agreement  is hereby
amended by deleting such section in its entirety,  and inserting in it place the
following:

         "4.1     Revolving Loans.

         (a) The Borrower shall repay the outstanding  principal  balance of the
         Revolving Loans, plus all accrued but unpaid interest  thereon,  on the
         Termination  Date. The Borrower may prepay Revolving Loans at any time,
         and reborrow subject to the terms of this Agreement; provided, however,
         that with respect to any LIBOR  Revolving Loans prepaid by the Borrower
         prior to the expiration date of the Interest Period applicable thereto,
         the  Borrower  promises  to pay to the Agent for account of the Lenders
         the amounts described in Section 5.4; provided, however, if at any time
         the prepayment of Loans pursuant to this Agreement would result, in the
         Borrower  incurring  breakage  costs  under  Section 5.4 as a result of
         LIBOR  Revolving  Loans being  prepaid other than on the last day of an
         Interest Period applicable  thereto (the "Affected LIBOR Loans"),  then
         the Borrower may in its sole discretion initially deposit a portion (up
         to 100%) of the amounts that otherwise  would have been paid in respect
         of the  Affected  LIBOR Loans with the Bank of America or an  Affiliate
         for the benefit of the Agent (which  deposit,  after  giving  effect to
         interest  to be  earned  on such  deposit  prior to the last day of the
         relevant  Interest  Periods,  must be equal in amount to the  amount of
         Affected  LIBOR Loans not  immediately  prepaid) to be held as security
         for the obligations of the Borrower  hereunder pursuant to an agreement
         to be entered into in form and substance reasonably satisfactory to the
         Agent,  with such cash collateral to be directly applied upon the first
         occurrence (or  occurrences)  thereafter of the last day of an Interest
         Period  applicable to the relevant Loans that are LIBOR Revolving Loans
         (or such earlier date or dates as shall be requested by the  Borrower),
         to repay an  aggregate  principal  amount  of such  Loans  equal to the
         Affected  LIBOR Loans not initially  repaid  pursuant to this sentence.
         Notwithstanding  anything to the contrary  contained in the immediately
         preceding  sentence,  all amounts deposited as cash collateral pursuant
         to the  immediately  preceding  sentence  shall  be held  for the  sole

<PAGE>

         benefit  of  the  Lenders  whose  Loans  would   otherwise   have  been
         immediately  repaid with the amounts  deposited  and upon the taking of
         any  action  by the  Agent  or the  Lenders  pursuant  to the  remedial
         provisions of Section 11, any amounts held as cash collateral  pursuant
         to this Section 4.1 shall,  subject to the  requirements  of applicable
         law, be immediately applied to the relevant Loans.  Following repayment
         of the relevant  Loans,  any remaining cash collateral will be returned
         to the Borrower.  In addition,  and without  limiting the generality of
         the  foregoing,  upon  demand and no later than the next  Business  Day
         following such demand,  the Borrower  promises to pay to the Agent, for
         account of the Lenders, the amounts,  without duplication,  by which at
         any time the Aggregate  Revolver  Outstanding  exceeds the Availability
         (with Availability for purposes of this clause (a) calculated as if the
         Aggregate Revolver Outstandings were zero).

         (b) Upon  consummation of the MOCA  Disposition  (the "MOCA  Prepayment
         Date"), the Borrower shall prepay any and all of the following: (a) all
         outstanding Loans,  together with accrued interest thereon; and (b) all
         other Obligations then due together with accrued interest  thereon.  If
         any LIBOR Revolving  Loans are prepaid  pursuant to this section 4.1(b)
         prior to the expiration date of the Interest Period applicable thereto,
         then the  Borrower  shall pay the  Lenders  the  amounts  described  in
         Section 5.4. From the MOCA  Prepayment Date through earlier of the date
         which is 10 calendar  days  thereafter  or the date on which  notice is
         delivered  under this section 4.1(b) (the  "Notification  Period"),  no
         Loans shall be  outstanding,  the Lenders  shall have no  obligation to
         make Loans,  and the Agent shall have no obligation to cause any Letter
         of Credit to be issued,  extended or amended under this  Agreement.  At
         any time during the Notification Period, the Lenders may deliver notice
         to the Borrower indicating that this Agreement shall continue in effect
         or that this Agreement shall  automatically  terminate on the date that
         is 60 days from the date of such notice.  During such 60-day period the
         Lenders may (but shall not be obligated  to) make Loans to the Borrower
         in their sole  discretion.  If this  Agreement  terminates  pursuant to
         notice under this section 4.1(b),  the provisions of Section 12.1 shall
         apply.  If no notice is  delivered  under  this  section  4.1(b),  this
         Agreement shall continue in full force and effect."

1.14  Amendment  to  Provision  Regarding  Appraisals.  Section  6.5 of the Loan
Agreement  is hereby  amended by  deleting  such  section in its  entirety,  and
inserting in its place the following:

         "6.5 Appraisals.  Whenever a Default or Event of Default exists, and at
         such other times not more  frequently  than once per month as the Agent
         requests,  the  Borrower  shall,  at its  expense  and upon the Agent's
         request, provide the Agent with appraisals or updates thereof of any or
         all of the  Collateral  from an  appraiser,  and  prepared  on a basis,
         reasonably satisfactory to the Agent."
<PAGE>

1.15  Amendment to Collateral  Reporting  Requirements.  Section 6.7 of the Loan
Agreement  is hereby  amended by  deleting  such  section in its  entirety,  and
inserting in its place the following:

         "6.7  Collateral  Reporting.  The Borrower shall provide the Agent with
         the  following  documents  at the  following  times in form  reasonably
         satisfactory to the Agent: (a) on a daily basis no later than 9:00 a.m.
         (Pacific time), a report  reflecting gross on hand Inventory,  (b) on a
         weekly  basis no later  than the third  Business  Day of the  following
         week, a Borrowing Base Certificate,  a summary of total Inventory which
         details all inventory excluded from Eligible  Inventory,  a calculation
         of the Impaired Inventory Percentage,  a valuation summary report which
         details Inventory by category and calculates the then current Inventory
         Mix Percentage,  a summary report listing on hand Inventory balances by
         vendor and accounts  payable  owing to any vendor or supplier who has a
         Lien on any  Inventory,  a summary  report with such  information as is
         included in the Borrower's  currently produced report titled "Top Fifty
         Manufacturers  Summary of Accounts  Payable Owed" (such summary  report
         shall  specifically  include all amounts owed and  accounts  payable to
         Compaq),  summary  Inventory  reports by category (and, if requested by
         the Agent,  additional  detail  thereof);  (c) on a quarterly  basis no
         later  than the 45th day  following  the end of each of the  Borrower's
         first three  fiscal  quarters in each fiscal year and no later than the
         90th day  following  the end of the last fiscal  quarter in each fiscal
         year, a statement of the balance of each of the Intercompany  Accounts;
         (d) upon the  occurrence  and  during  the  continuance  of an Event of
         Default,  (i) as frequently as requested by the Agent,  Borrowing  Base
         certificates,  and  (ii) on a  monthly  basis  (or more  frequently  if
         requested by the Agent),  an aging of accounts payable which is aged by
         due date, an aging of Accounts  reconciled against the previous month's
         aging and the  Borrower's  general  ledger and copies of  invoices  and
         purchase  orders as requested by the Agent;  and (e) such other reports
         as to the  Collateral  of the  Borrower as the Agent  shall  reasonably
         request from time to time. If any of the Borrower's  records or reports
         of the Collateral are prepared by an accounting service or other agent,
         the Borrower  hereby  authorizes  such service or agent to deliver such
         records,  reports, and related documents to the Agent, for distribution
         to the Lenders.  For the purposes of this Section 6.7, the word "month"
         shall mean "fiscal month.""

1.16 Amendment to Section 6.9. The third and fourth sentences of Section 6.9 are
hereby  amended by deleting such sentences in their  entirety,  and inserting in
their place the following sentences:

         "The Payment  Account  Agreement  shall provide,  inter alia, that upon
         notice  to the bank by the  Agent  that (i) an  Event  of  Default  and
         acceleration  of the Obligations  have occurred,  or (ii) the Aggregate
         Revolver  Outstanding is greater than zero and exceeds the Availability
         (with Availability calculated as if the Aggregate Revolver Outstandings
         were zero), the bank is authorized to transfer all funds in the Payment

<PAGE>

         Account to the Agent.  The notice from the Agent shall confirm that the
         Agent's Lien does not extend to the Payment  Account  itself,  but does
         extend to the extent contemplated in this Agreement, to the proceeds of
         the  Borrower's  Inventory and Accounts  which are  deposited  into the
         Payment Account."

1.17  Amendment to  Financial  Reporting  Requirements.  Section 7.2 of the Loan
Agreement is hereby amended by adding a new subparagraph (l) to read as follows:

         "(l) No later than 5 days after the end of each fiscal month,  a report
         in  substantially  the form of  Exhibit  G  accurately  reflecting  the
         information  in such  Exhibit G for such fiscal month  calculated  in a
         manner consistent with past practices."

1.18 Amendment to Section 7.2(b). Section 7.2(b) of the Loan Agreement is hereby
amended by deleting such section in its entirety, and inserting in its place the
following:

         "(b) As soon as  available  after  the  end of each  fiscal  month,  an
         unaudited   consolidating   balance   sheet  of  the   Parent  and  its
         Subsidiaries  (or upon the Agent's  request,  of the  Borrower  and its
         Subsidiaries,  which in each case may include  Merisel  Open  Computing
         Alliance,  Inc.  with  regard  to the  Borrower)  as of the end of such
         fiscal  month and the related  consolidating  statements  of income for
         such fiscal month"

1.19  Replacement  of Cash Flow  Covenant  with  Minimum  Monthly  Gross  Profit
Covenant.  Section 9.20 of the Loan Agreement is hereby amended by deleting such
section in its entirety, and inserting in its place the following:

         "9.20    Minimum Monthly Gross Profit.

         (a) The  Borrower  will not permit  its  Monthly  Gross  Profit for any
         fiscal  month  listed  below,  to be less  than the  amount  set  forth
         opposite such month:

         May 2000                                      $4,500,000
         June 2000                                     $6,250,000
         July 2000                                     $5,000,000
         August 2000                                   $6,000,000
         September 2000                                $7,000,000
         October 2000                                  $5,500,000
         November 2000                                 $5,500,000
         December 2000                                 $7,250,000
         The first month of each fiscal quarter
         beginning after December 2000                 $5,000,000


<PAGE>

         The second month of each fiscal quarter
         beginning after December 2000                 $5,000,000

         The third month of each fiscal quarter
         after December 2000                           $7,000,000

         (b) For purposes of  calculating  the  Borrower's  compliance  with the
         covenant  set forth in this Section  9.20,  any amount in excess of the
         minimum Monthly Gross Profit for a particular fiscal month may be added
         and applied to the minimum  Monthly  Gross Profit  requirement  for any
         succeeding  fiscal month (or fiscal  months) in the same fiscal quarter
         provided that amounts so applied may not in the  aggregate  exceed such
         excess  amount.  For example,  if the Monthly  Gross Profit for January
         2001  were   $7,000,000,   the  excess  of  $2,000,000   ($7,000,000  -
         $5,000,000)  could be applied to February or March of 2001 or both such
         months  in  any  combination  not  exceeding  an  aggregate  amount  of
         $2,000,000.

         (c) For purposes of  calculating  the  Borrower's  compliance  with the
         covenant set forth in this Section 9.20, at the Borrower's  option, the
         Borrower  may  apply to any month or  months  in a fiscal  quarter  the
         amount  (not to  exceed  $3,750,000  per  fiscal  quarter)  of  Capital
         Expenditures  that have not been made or incurred during the applicable
         fiscal quarter which are otherwise  permitted by Section 9.22; provided
         that the Capital  Expenditures  otherwise permitted by Section 9.22 for
         such fiscal  quarter shall be reduced by the amount or amounts  applied
         hereunder.

1.20  Amendment to Section  9.22.  Section 9.22 of the Loan  Agreement is hereby
amended by deleting such section in its entirety, and inserting in its place the
following:

         "9.22 Capital  Expenditures.  Neither the Parent nor the Borrower,  nor
         any of their  Subsidiaries,  shall,  commencing  with Fiscal Year 2000,
         make or incur any Capital  Expenditure if, after giving effect thereto,
         the aggregate amount of all Capital  Expenditures (net of proceeds from
         sales of fixed  assets) by such parties on a  consolidated  basis would
         exceed (i)  $25,000,000  for any Fiscal  Year  (which  amount  shall be
         reduced  by all  amounts  applied  pursuant  to section  9.20(c))  (ii)
         $7,500,000 for any fiscal quarter (which amount shall be reduced by all
         amounts with respect to such fiscal quarter applied pursuant to section
         9.20(c)).

1.21 New Event of  Default.  Section  11.1(i) of the Loan  Agreement  (which was
Intentionally  Omitted)  is hereby  amended  by  deleting  such  section  in its
entirety, and inserting in its place the following:

         "(i) the Borrower  shall not have received on or before June 12, 2000 a
         cash  infusion  from the  Parent  in a minimum  amount of  $15,000,000,
         evidenced   by   documentation   in  form  and   substance   reasonably
         satisfactory to the Required Lenders;
<PAGE>

1.22 Waiver to Covenants and  Representations.  The Agent and the Lenders hereby
waive compliance with any representation,  warranty,  or covenant under Articles
6, 7, 8 or 9 of the Loan  Agreement  and any  Default or Event of Default  under
Article 11 of the Loan  Agreement,  to the extent the Borrower would breach such
representation,  warranty or covenant or create a Default or Event of Default in
consummating  or effectuating  the MOCA  Disposition (as such term is defined in
Section 1.1 of the Loan Agreement as amended by this  Amendment) as consented to
in Section 1.19 below or the  distribution  of shares of Merisel Open  Computing
Alliance, Inc. to Parent.

1.23 Consent to MOCA  Disposition.  The Agent and the Lenders  hereby approve of
and consent to the MOCA  Disposition  provided  that the Borrower  shall receive
cash proceeds from the MOCA Disposition, or otherwise have cash on hand, in each
case  sufficient to fulfill the  Borrower's  obligations as set forth in Section
4.1(b) of the Loan Agreement,  as amended by this Amendment.  Concurrently  with
the  consummation  of the MOCA  Disposition,  the Borrower  shall deliver to the
Agent copies, certified by a Responsible Officer, of the sale agreement and each
of  the  other  sale  documents   entered  into  in  connection  with  the  MOCA
Disposition.

1.24  MOCA  Guaranty.   The  Agent  and  the  Lenders  hereby  agree  that  upon
consummation of the MOCA Disposition and the Borrower's  compliance with section
4.1(b) of the Loan Agreement, the Guaranty made and entered into as of March 10,
2000 by Merisel Open Computing Alliance,  Inc. in favor of the Agent, as amended
on the date hereof, shall automatically terminate.

1.25  Confirmation  of Amendment No. 3. The Agent and the Lenders hereby confirm
that the waivers,  consents and  approvals set forth in Section 1.21 and 1.22 of
Amendment  No. 3 are and continue to be  applicable  regardless of the fact that
the stock of Merisel Open Computing  Alliance,  Inc. has not been distributed to
the Parent.  The Agent and the Lenders hereby consent to the distribution of the
stock of Merisel Open Computing Alliance, Inc. to the Parent at such time as the
Borrower may elect to make such distribution.

                                    ARTICLE 2
                         REPRESENTATIONS AND WARRANTIES

         The Borrower warrants and represents to the Agent and the Lenders that:

2.1  Representations  and Warranties True and Correct.  The  representations and
warranties  contained in the Loan  Agreement  and the other Loan  Documents  are
correct in all  material  respects  on and as of the date  hereof  after  giving
effect to this Amendment (except  representations  and warranties which are made
as of a  specified  date shall only be  required  to be true and  correct in all
material respects as of such specified date).
<PAGE>

2.2 No Default or Event of  Default.  No event has  occurred  and is  continuing
which  constitutes  a Default or an Event of Default after giving effect to this
Amendment.

2.3 Corporate Authority;  No Breach. The execution,  delivery and performance by
the  Borrower  of this  Amendment  have been duly  authorized  by all  necessary
corporate and other action and do not and will not (i) require any  registration
with,  consent or approval of, notice to or action by, any Person (including any
Governmental  Authority)  in  order  to  be  effective  and  enforceable,   (ii)
contravene the terms of the Borrower's  Certificate of  Incorporation or bylaws,
or (iii) conflict with, or result in any breach or  contravention  of, any other
document  to which the  Borrower  is a party or any order,  injunction,  writ or
decree of any  Governmental  Authority  to which the Borrower or its property is
subject.  The Loan Agreement as amended by this  Amendment  constitutes a legal,
valid and binding obligation of the Borrower,  enforceable  against the Borrower
in accordance  with its  respective  terms,  without  defense,  counterclaim  or
offset,  except as the  enforceability  thereof  may be  limited  by  applicable
bankruptcy,  insolvency,  reorganization,   moratorium  or  other  similar  laws
affecting  creditors'  rights  generally  and by  general  principles  of equity
(regardless of whether enforcement is sought in equity or at law).

                                    ARTICLE 3
                                  MISCELLANEOUS

3.1      Effective Date and Availability Date.

                  (a) This  Amendment  shall be  effective  as of the date  (the
"Effective Date") when each of the following conditions has been satisfied:  (i)
the Agent has received (a) a duly executed  counterpart  of this  Amendment from
the  Borrower  and  the  Majority   Banks,   (b)  a  duly   executed   Guarantor
Acknowledgment  and Consent in the form  attached  hereto,  (c) a duly  executed
"Third  Amended  Fee  Letter"  (in a form  acceptable  to the  Agent in its sole
discretion)  from the Borrower to the Agent dated as of the date hereof,  (d) an
unaudited consolidating balance sheet of the Borrower and its Subsidiaries as of
the end of the fiscal quarter ended March 31, 2000 and the related consolidating
statements  of  income  for the  three  months  then  ending,  (e) a copy of the
irrevocable written notice to be delivered to the partners of Stonington Capital
Appreciation  1994  Fund,  L.P.  on the date  hereof  (with a copy to the Agent)
requesting funds to make an aggregate capital contribution to Parent of at least
$15,000,000, which notice shall be in form and substance reasonably satisfactory
to the Majority  Lenders,  and (ii) all conditions to the  effectiveness  of the
Assignment  and  Acceptance  Agreement  of even date  herewith  between  Bank of
America, National Association and Congress Financial Corporation shall have been
satisfied.  The financial  information  required to be delivered to the Agent by
clause (d) of  subsection  (i) above shall be certified  by the chief  financial
officer of the Borrower as having been prepared in accordance with GAAP (subject
to good faith  year-end audit  adjustments  and the absence of footnotes) and as
fairly presenting the Parent's or Borrower's  financial position as at the dates
thereof.
<PAGE>

              (b)   Notwithstanding   the  occurrence  of  the  Effective  Date,
Availability and the Unused Letter of Credit Subfacility shall be each be deemed
equal to $0, and the Lenders  shall have no  obligation  to make Loans,  and the
Agent  shall  have no  obligation  to cause any  Letter of Credit to be  issued,
extended  or  amended  under  the Loan  Agreement  until  each of the  following
conditions  has been  satisfied:  (i) the Agent  has  received  (a) the  monthly
financial reports identified in section 7.2(b) of the Loan Agreement (as amended
by this  Amendment)  for December of 1999 and January and February of 2000,  and
(b) consolidating  monthly financial  projections  through December 31, 2000 for
the Parent and its Subsidiaries, together with a narrative statement with regard
to the assumptions reflected in such financial  projections,  (ii) the Borrower,
the Agent and Bank One  (successor  in  interest to The First  National  Bank of
Chicago) shall have entered into an amendment to the Payment  Account  Agreement
in form and  substance  reasonably  satisfactory  to the Agent,  (iii) the Agent
shall  have  received  a  signed  copy  of  the  notice  referenced  in  section
3.1(a)(i)(e)  above,  and  (iv)  the  Agent  shall  have  received  the  payment
referenced in Section 3 of the Third  Amended Fee Letter  referred to in Section
3.1(a)(i)(c)  above. The financial  information  required to be delivered to the
Agent by subsection (i) above shall be certified by the chief financial  officer
of the Borrower,  with respect to clause (a) of that subsection,  as having been
prepared  in  accordance  with  GAAP  (subject  to  good  faith  year-end  audit
adjustments and the absence of footnotes) and as fairly  presenting the Parent's
and its  Subsidiaries'  financial  position  as at the dates  thereof,  and with
respect to clause (b) of that  subsection,  as representing  the Borrower's best
estimate of the future financial performance for the Parent and its Subsidiaries
for the periods set forth therein.

3.2 No Other Waiver. The execution, delivery and effectiveness of this Amendment
shall  not,  except as  expressly  provided  herein,  operate as a waiver of any
right, power or remedy of the Agent or the Lenders under the Loan Documents, nor
constitute a waiver of any provisions of the Loan Documents.

3.3  Governing  Law. This  Amendment is to be construed in  accordance  with and
governed  by the  internal  laws of the State of  California  (as  permitted  by
Section 1646.5 of the California Civil Code or any similar successor  provision)
without giving effect to any choice of law rule that would cause the application
of the laws of any  jurisdiction  other than the  internal  laws of the State of
California to the rights and duties of the parties.

3.4 Binding Effect.  This Amendment shall be binding upon and shall inure to the
benefit  of the  parties  hereto  and each of their  respective  successors  and
assigns.

3.5 Entire Agreement.  This Amendment,  together with the Loan Agreement and the
other Loan Documents, contains the entire and exclusive agreement of the parties
hereto with reference to the matters discussed herein and therein, and cannot be
amended, modified or supplemented except by an instrument in writing executed by
each party hereto. This Amendment supersedes all prior drafts and communications
between the parties with respect to the subject matter addressed herein.
<PAGE>

3.6  Severability.  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
Loan Agreement, respectively.

3.7 Costs and Expenses;  Further Assurances.  Without limiting any provisions of
any of the Loan  Documents:  (i) the Borrower  agrees to pay on demand all costs
and expenses of the Agent and the Lenders in  connection  with the  preparation,
execution,  delivery  and  enforcement  of this  Amendment,  including,  without
limitation,  the  reasonable  fees and  expenses  of counsel  for the Agent with
respect  thereto  and  with  respect  to  advising  Agent as to its  rights  and
responsibilities  hereunder;  and (ii) the  Borrower,  the Agent and the Lenders
agree to execute and deliver such  instruments and documents and take such other
action as shall be  reasonably  necessary or advisable in order to carry out the
intent of this Amendment.

3.8  References  to Loan  Agreement  and  Loan  Documents.  From and  after  the
effectiveness  of this Amendment,  all references in the Loan Agreement to "this
Agreement",  "hereof",  "herein",  and similar terms shall mean and refer to the
Loan Agreement as certain provisions thereof are amended or supplemented by this
Amendment,  and all references in other  documents to the Loan  Agreement  shall
mean such agreement as certain provisions thereof are amended or supplemented by
this  Amendment.  The Loan  Agreement  and the other Loan  Documents  are hereby
ratified and confirmed and, except as herein otherwise agreed, remain unmodified
and in full force and effect.

3.9 Counterparts.  This Amendment may be executed in any number of counterparts,
and by the Agent and the Borrower in separate counterparts,  each of which shall
be an  original,  but all of which shall  together  constitute  one and the same
agreement.

<PAGE>


S-1
sf-878736
         IN WITNESS WHEREOF, the parties have entered into this Amendment on the
date first above written.

                             "BORROWER"

                              Merisel Americas, Inc., a Delaware corporation



                              By:______________________________________________
                              Name:____________________________________________
                              Title:___________________________________________

                              Address:             200 Continental Boulevard
                                                   El Segundo, CA 90245
                              Telecopy No.:        (310) 615-1234



                              "AGENT"

                             Bank of America, National Association, as the Agent



                               By:_____________________________________________
                               Name:___________________________________________
                               Title:__________________________________________

                               Address:             40 East 52nd Street
                                                    New York, New York 10022
                               Telecopy No.:        (212) 836-5167




<PAGE>



                                "LENDERS"

                              Bank of America, National Association, as a Lender



                                By:____________________________________________
                                Name:__________________________________________
                                Title:_________________________________________

                                Address:             40 East 52nd Street
                                                     New York, New York 10022
                                Telecopy No.:        (212) 836-5167

</TEXT>
</DOCUMENT>
