Exhibit 2.(ii) AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • December 16th, 1998 • Miami Computer Supply Corp • Wholesale-professional & commercial equipment & supplies • Ohio
RECITALSLoan and Security Agreement • July 15th, 2002 • McSi Inc • Wholesale-professional & commercial equipment & supplies • Ohio
AMENDMENT NO. 2 dated as of May 15, 1998 to CREDIT AGREEMENT dated as of January 8, 1998Credit Agreement • May 27th, 1998 • Miami Computer Supply Corp • Wholesale-professional & commercial equipment & supplies • Ohio
Trust Identification Number (IF APPLICABLE) Account ------------- Number (OPTIONAL) 777106 SECTION 2. EFFECTIVE DATES COMPLETE PARTS A AND B PART A. General Effective Dates (CHECK AND COMPLETE OPTION 1 OR 2): OPTION 1: [ ] This is the initial adoption...Participation Agreement • June 10th, 1998 • Miami Computer Supply Corp • Wholesale-professional & commercial equipment & supplies
Exhibit 1.0 MIAMI COMPUTER SUPPLY CORPORATION (an Ohio corporation) 1,000,000 Shares of Common Stock (No Par Value Per Share) UNDERWRITING AGREEMENT November __, 1996 FRIEDMAN, BILLINGS, RAMSEY & COMPANY, INC. Potomac Tower 1001 Nineteenth Street...Underwriting Agreement • October 29th, 1996 • Miami Computer Supply Corp • Wholesale-professional & commercial equipment & supplies • New York
DATED: NOVEMBER 30, 2001 MCSI CANADA INC. - AND - 3835359 CANADA INC. - AND - MCSI, INC. ASSET PURCHASE AGREEMENT FRASER MILNER CASGRAIN LLP P.O. Box 100 One First Canadian Place Toronto, Ontario M5X 1B2 TABLE OF CONTENTS Article 1 INTERPRETATIONAsset Purchase Agreement • April 1st, 2002 • McSi Inc • Wholesale-professional & commercial equipment & supplies • Ontario
UNDERWRITING AGREEMENTUnderwriting Agreement • August 15th, 2001 • McSi Inc • Wholesale-professional & commercial equipment & supplies • Delaware
RECITALSLoan Agreement • January 12th, 2001 • McSi Inc • Wholesale-professional & commercial equipment & supplies • California
MCSi, Inc.McSi Inc • December 4th, 2001 • Wholesale-professional & commercial equipment & supplies • Illinois
AMENDMENT NO. 13 DATED AS OF JUNE ____, 2001 TO AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF DECEMBER 1, 1998 AMENDMENT NO. 13 TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • August 13th, 2001 • McSi Inc • Wholesale-professional & commercial equipment & supplies • Ohio
EXECUTION VERSION AMENDMENT NO. 14 TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • April 1st, 2002 • McSi Inc • Wholesale-professional & commercial equipment & supplies • Ohio
AMENDMENT NO. 12 DATED AS OF MARCH 30, 2001 TO AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF DECEMBER 1, 1998 AMENDMENT NO. 12 TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • August 13th, 2001 • McSi Inc • Wholesale-professional & commercial equipment & supplies • Ohio
AGREEMENTForbearance Agreement • May 2nd, 2003 • McSi Inc • Wholesale-professional & commercial equipment & supplies • Ohio
MIAMI COMPUTER SUPPLY CORPORATION (AN OHIO CORPORATION) 2,100,000 SHARES OF COMMON STOCK UNDERWRITING AGREEMENTMiami Computer Supply Corp • June 29th, 1998 • Wholesale-professional & commercial equipment & supplies • Virginia
MIAMI COMPUTER SUPPLY CORPORATION 4750 HEMPSTEAD STATION DRIVE DAYTON, OHIO 45429 January 16, 1998Agreement of Merger • January 30th, 1998 • Miami Computer Supply Corp • Wholesale-professional & commercial equipment & supplies
AMENDEDAsset Purchase Agreement • January 12th, 2001 • McSi Inc • Wholesale-professional & commercial equipment & supplies • California
Exhibit 2.1 ------------------------------------------------------------------- ------------- ASSET PURCHASE AGREEMENT By and Between MCPc, INC. and MCSi, INC., Dated as of April 28, 2002 TABLE OF CONTENTSAsset Purchase Agreement • July 15th, 2002 • McSi Inc • Wholesale-professional & commercial equipment & supplies • Ohio
EXHIBIT 2(ii) ADDENDUM AND AMENDMENT TO THE AGREEMENT AND PLAN OF REORGANIZATION, DATED AS OF DECEMBER 23, 1997, BY AND AMONG THE COMPANY, MCSC FREMONT ACQUISITION CORPORATION (A WHOLLY OWNED SUBSIDIARY OF THE COMPANY), TBS PRINTWARE CORPORATION AND...The Agreement • February 3rd, 1998 • Miami Computer Supply Corp • Wholesale-professional & commercial equipment & supplies
AMENDMENT NO. 13 DATED AS OF JUNE 29, 2001 TO AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF DECEMBER 1, 1998 ---------------------Credit Agreement • November 16th, 2001 • McSi Inc • Wholesale-professional & commercial equipment & supplies • Ohio
AMENDMENT NO. 11 TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • April 2nd, 2001 • McSi Inc • Wholesale-professional & commercial equipment & supplies • Ohio
October 16, 2001 DEALER MANAGER AGREEMENT William Blair & Company, L.L.C. 222 West Adams Street Chicago, Illinois 60606 Dear Sirs: MCSi, Inc., a Maryland corporation ("PARENT"), proposes to make an offer to exchange shares of common stock, without par...Dealer Manager Agreement • October 17th, 2001 • McSi Inc • Wholesale-professional & commercial equipment & supplies • Illinois
EXHIBIT 99.1 STANDBY STOCK PURCHASE AGREEMENTStock Purchase Agreement • October 6th, 2000 • McSi Inc • Wholesale-professional & commercial equipment & supplies • Delaware
RECITALSLoan Agreement • January 12th, 2001 • McSi Inc • Wholesale-professional & commercial equipment & supplies • California
WITNESSETH:Employment Agreement • April 2nd, 2001 • McSi Inc • Wholesale-professional & commercial equipment & supplies • Ohio
Magnetic Media Division 3M Authorized Distributor Agreement THIS AGREEMENT is between MINNESOTA MINING AND MANUFACTURING COMPANY, a Delaware corporation, acting through its Magnet Media Division with its principal place of business at the 3M Center,...Authorized Distributor Agreement • October 29th, 1996 • Miami Computer Supply Corp • Wholesale-professional & commercial equipment & supplies • Minnesota
EXHIBIT 2(i) AGREEMENT AND PLAN OF REORGANIZATION, DATED AS OF DECEMBER 23, 1997, BY AND AMONG THE COMPANY, MCSC FREMONT ACQUISITION CORPORATION (A WHOLLY OWNED SUBSIDIARY OF THE COMPANY), TBS PRINTWARE CORPORATION AND THE NAMED STOCKHOLDERS OF TBS...Agreement and Plan of Reorganization • February 3rd, 1998 • Miami Computer Supply Corp • Wholesale-professional & commercial equipment & supplies • California
CONVERTIBLE PROMISSORY NOTEMcSi Inc • July 15th, 2002 • Wholesale-professional & commercial equipment & supplies • Ohio
THIS NOTE IS SUBJECT TO A CERTAIN SUBORDINATION AND INTERCREDITOR AGREEMENT, DATED, JUNE 28, 2002, AMONG MAKER, PAYEE AND AGENT, AND THE OBLIGATIONS HEREUNDER ARE SUBORDINATED IN THE MANNER SET FORTH THEREIN TO THE PRIOR PAYMENT OF CERTAIN OBLIGATIONS TO THE HOLDER OF SENIOR INDEBTEDNESS AS DEFINED THEREIN.
EXHIBIT 2 AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • September 23rd, 1998 • Miami Computer Supply Corp • Wholesale-professional & commercial equipment & supplies • Tennessee
EXHIBIT 2Agreement and Plan of Reorganization • December 15th, 1997 • Miami Computer Supply Corp • Wholesale-professional & commercial equipment & supplies • Texas
Exhibit 2.1 AGREEMENT AND PLAN OF REORGANIZATION DATED AS OF OCTOBER 4, 2001Agreement and Plan of Reorganization • October 5th, 2001 • McSi Inc • Wholesale-professional & commercial equipment & supplies • Delaware
VIA CERTIFIED MAIL RETURN RECEIPT REQUESTEDMiami Computer Supply Corp • November 5th, 1996 • Wholesale-professional & commercial equipment & supplies
LEASE AGREEMENTLease Agreement • June 5th, 1998 • Miami Computer Supply Corp • Wholesale-professional & commercial equipment & supplies • California
LEASE AGREEMENTLease Agreement • June 5th, 1998 • Miami Computer Supply Corp • Wholesale-professional & commercial equipment & supplies • California
September 18, 2001 Mr. Anthony W. Liberati Ms. Stacey Snider Mr. Donald Hutcheson Mr. Richard Hopple Zengine, Inc. 901 Parket Street Berkely, CA 94710 CONFIDENTIAL ------------ Gentlemen and Ms. Snider: This letter shall serve to confirm a...McSi Inc • October 5th, 2001 • Wholesale-professional & commercial equipment & supplies • Ohio
This letter shall serve to confirm a conversation held between our respective financial advisors last evening and to clarify our letter to the Board of Zengine dated September 10, 2001. MCSi, Inc. is proposing to purchase any and all outstanding shares of common stock of Zengine, Inc. in an exchange offer of shares of MCSi stock worth $3.75 for each share of Zengine stock at the time of agreement. The exchange ratio that yields a value of $3.75 per Zengine share will be determined at time of agreement and the mechanics of that exchange ratio will be determined in a negotiated merger agreement, should the Board decide to enter into discussions with MCSi in response to our interest. The exchange ratio of .2946 indicated in the September 10 letter was the ratio that yielded a value of $3.75 based on MCSi's previous closing price of $12.73 on Friday, September 7 (e.g. .2946 shares of MCSi multiplied by the closing price of $12.73 equals $3.75 worth of MCSi stock for each share of Zengine).
MCSi, Inc. as the Borrower And THE FINANCIAL INSTITUTIONS NAMED HEREIN as Lenders NATIONAL CITY BANK as a Lender and as Documentation Agent PNC BANK, NATIONAL ASSOCIATION as a Lender, the Swing Line Lender a Letter of Credit Issuer and as...Credit Agreement • August 14th, 2002 • McSi Inc • Wholesale-professional & commercial equipment & supplies • Ohio
