Exhibit 2.(ii) AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • December 16th, 1998 • Miami Computer Supply Corp • 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
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
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
MIAMI COMPUTER SUPPLY CORPORATION (AN OHIO CORPORATION) 2,100,000 SHARES OF COMMON STOCK UNDERWRITING AGREEMENTUnderwriting Agreement • June 29th, 1998 • Miami Computer Supply Corp • Wholesale-professional & commercial equipment & supplies • Virginia
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
MCSi, INC. 4750 HEMPSTEAD STATION DRIVE DAYTON, OHIO 45429Acquisition Agreement • October 5th, 2001 • McSi Inc • Wholesale-professional & commercial equipment & supplies
MCSi, Inc. ("MCSi") is proposing to purchase any and all outstanding shares of common stock of Zengine, Inc. ("Zengine") not already owned by MCSi in an exchange offer of 0.2946 shares of MCSi common stock, no par value per share ("MCSi Stock"), for each share of common stock, no par value per share, of Zengine. The Board of Directors of MCSi believes that such a transaction makes sense because the capital markets for e-commerce stocks have changed dramatically since Zengine's initial public offering. This change, together with the performance of the Zengine business and stock price over the past nine months, has made the ownership of a public entity in the e-commerce business less attractive. It is the belief of MCSi's management that the business of Zengine could be integrated with the business of MCSi, which would reduce redundant costs at Zengine and enhance the prospects for both companies. MCSi is offering Zengine shareholders 0.2946 shares of MCSi for each share of Zengine. We b
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
MCSi, Inc.Underwriting Agreement • December 4th, 2001 • McSi Inc • Wholesale-professional & commercial equipment & supplies • Illinois
AGREEMENTForbearance Agreement • May 2nd, 2003 • 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
RECITALSLoan Agreement • January 12th, 2001 • McSi Inc • Wholesale-professional & commercial equipment & supplies • California
RECITALSLoan 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
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
MCSi, INC. 4750 HEMPSTEAD STATION DRIVE DAYTON, OHIO 45429 November 24, 2000Asset Purchase Agreement • January 12th, 2001 • McSi Inc • Wholesale-professional & commercial equipment & supplies
MIAMI COMPUTER SUPPLY CORPORATION 4750 HEMPSTEAD STATION DRIVE DAYTON, OHIO 45429 January 16, 1998Agreement and Plan of Reorganization • 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
CONVERTIBLE PROMISSORY NOTEConvertible Promissory Note • July 15th, 2002 • McSi Inc • 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.
WITNESSETH:Employment Agreement • April 2nd, 2001 • McSi Inc • Wholesale-professional & commercial equipment & supplies • Ohio
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...Purchase Agreement • October 5th, 2001 • McSi Inc • 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).
EXECUTION VERSION AMENDMENT NO. 14 TO AMENDED AND RESTATED CREDIT AGREEMENTAmended and Restated Credit Agreement • April 1st, 2002 • 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 99.1 STANDBY STOCK PURCHASE AGREEMENTStandby Stock Purchase Agreement • October 6th, 2000 • McSi Inc • Wholesale-professional & commercial equipment & supplies • Delaware
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...401(k) Profit Sharing Plan Adoption Agreement • June 10th, 1998 • Miami Computer Supply Corp • Wholesale-professional & commercial equipment & supplies
VIA CERTIFIED MAIL RETURN RECEIPT REQUESTED Thomas C. Winstel 368 Lincoln Circle Beavercreek, Ohio 45385 Re: Employment Agreement Dear Tom: Pursuant to Section VI of the Employment Agreement dated May 30, 1996 ("Agreement") by and between Miami...Employment Agreement • October 29th, 1996 • Miami Computer Supply Corp • Wholesale-professional & commercial equipment & supplies
EXHIBIT 2Agreement and Plan of Reorganization • December 15th, 1997 • Miami Computer Supply Corp • Wholesale-professional & commercial equipment & supplies • Texas
AGREEMENT AND PLAN OF REORGANIZATIONMerger Agreement • January 30th, 1998 • Miami Computer Supply Corp • Wholesale-professional & commercial equipment & supplies • California
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
STOCK PURCHASE AND SALE AND AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONGStock Purchase and Sale Agreement • December 31st, 1998 • Miami Computer Supply Corp • Wholesale-professional & commercial equipment & supplies • Ohio
LEASE AGREEMENTLease Agreement • June 5th, 1998 • Miami Computer Supply Corp • Wholesale-professional & commercial equipment & supplies • California
AGREEMENTForbearance Agreement • April 4th, 2003 • McSi Inc • Wholesale-professional & commercial equipment & supplies • Ohio
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 • January 15th, 1998 • Miami Computer Supply Corp • Wholesale-professional & commercial equipment & supplies • California
