Exhibit 10.5
EXECUTION COPY
PURCHASE AGREEMENT ASSIGNMENT
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THIS ASSIGNMENT ("Assignment") is made as of the 30th day of
September, 1997 by WESTERN MICRO TECHNOLOGY, INC., a Delaware corporation (the
"Issuer"), and CANPARTNERS INVESTMENTS IV, LLC, a California limited liability
company, as agent (in such capacity, the "Agent") for the "Purchasers" under the
Note Purchase Agreement referred to below. Capitalized terms used herein and not
otherwise defined herein shall have the respective meanings ascribed to such
terms in the Note Purchase Agreement.
WITNESSETH:
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WHEREAS, the Issuer has entered into that certain Stock Purchase
Agreement of September 30, 1997, by and among Xxxxxx X. Xxxxx, Xxxxxxx Xxxxxx
Xxxxxxx XX (collectively the "Seller"), the Issuer and Star Management Services,
Inc., a Delaware Corporation have entered into a certain Stock Purchase
Agreement dated as of the date hereof (as amended, restated, supplemented or
otherwise modified from time to time, the "Purchase Agreement"), providing,
among other things, for the purchase by the Issuer of certain stock from the
Seller;
WHEREAS, the Issuer, the Guarantors from time to time party thereto,
the Purchaser referred to therein and the Agent have entered into a certain Note
Purchase Agreement of September 30, 1997 (as amended, restated, supplemented or
otherwise modified from time to time, the "Note Purchase Agreement"), pursuant
to which, among other things, (i) the Purchaser has agreed to purchase from the
Issuer the Issuer's Second Priority Senior Secured Notes due 2000 (the "Notes")
and (ii) the Issuer has granted to the Agent, for the benefit of the Agent and
the Purchaser, a security interest in substantially all of its assets,
including, without limitation, the Issuer's rights and remedies under the
Purchase Agreement; and
WHEREAS, the Agent and the Purchaser have required, as a condition to
their entering into the Note Purchase Agreement, that the Issuer specifically
assign to the Agent, for the benefit of the Agent and the Purchaser, as
additional security for the prompt and complete payment, observance and
performance of the Issuer's obligations thereunder and under the Transaction
Documents (such obligations and all such obligations of the Issuer under this
Assignment now or hereafter existing being hereinafter referred to as the
"Liabilities"), all of the Issuer's rights and remedies under the Purchase
Agreement;
NOW THEREFORE, for and in consideration of the foregoing and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Issuer hereby agrees as follows:
1. The Issuer hereby assigns and transfers to the Agent, for the
benefit of the Agent and the Purchasers, and as additional security for the
prompt and complete payment,
performance and observance of the Liabilities, all of its rights and remedies
under and with respect to the Purchase Agreement, including, without limitation,
its rights to any and all amounts payable to the Issuer by the Seller.
2. The Issuer hereby irrevocably authorizes and empowers the Agent,
upon the occurrence and during the continuance of an Event of Default, to (i)
assert, either directly or on behalf of the Issuer, any claims (including any
right to payment) the Issuer may have, from time to time, against the Seller
under or with respect to the Purchase Agreement and (ii) receive and collect
directly from the Seller any amounts due to the Issuer under or with respect to
the Purchase Agreement. The Issuer hereby irrevocably makes, constitutes and
appoints the Agent (and all officers, employees or agents designated by the
Agent) as the Issuer's true and lawful attorney (and agent-in-fact) for the
purpose of enabling the Agent or its designee, upon the occurrence and during
the continuance of an Event of Default, to assert and collect such claims and to
apply such monies in the manner set forth herein and in the Note Purchase
Agreement.
3. The Issuer shall (i) keep the Agent informed of all circumstances
which may give rise to the Issuer's right to assert claims and/or receive
payment under or in connection with the Purchase Agreement and (ii) deliver or
cause to be delivered to the Agent copies of all material written communications
to, or received from, the Seller or any other party in connection with the
Purchase Agreement. The Issuer shall not amend, compromise, settle or waive any
of its claims, rights or remedies under or in connection with the Purchase
Agreement without the prior written consent of the Agent.
4. This Assignment shall continue effective until the Liabilities
have been fully paid and satisfied and the Note Purchase Agreement has
terminated pursuant to its terms.
5. This Assignment shall be construed according to the internal laws
(as opposed to conflicts of law provisions) and decisions of the State of
California and shall be immediately binding upon the Issuer.
6. This Assignment may be executed in any number of counterparts and
by different parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement.
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IN WITNESS WHEREOF, this Assignment has been executed and delivered as
of the day and year first above written.
WESTERN MICRO TECHNOLOGY, INC.
a Delaware corporation
By: /s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx
Chief Financial Officer
ACCEPTANCE
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Acknowledged and Accepted as of this 30th day of September, 1997.
CANPARTNERS INVESTMENTS IV, LLC,
a California limited liability company
By: /s/ Xxxxx X. Xxxxxx
_____________________________
Xxxxx X. Xxxxxx
Attorney-In-Fact
SIGNATURE PAGE 1 OF 2
CONSENT TO ASSIGNMENT
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The undersigned hereby (i) acknowledges receipt of a copy of the
foregoing Assignment dated as of September 30, 1997 ("Assignment"), executed by
Western Micro Technology, Inc., a Delaware corporation ("Issuer"), pursuant to
which the Issuer has assigned to Canpartners Investments IV, LLC, a California
limited liability company, as agent (the "Agent") all of its rights and remedies
under that certain Stock Purchase Agreement dated as of September 30, 1997 (the
"Purchase Agreement") between the Issuer and the undersigned; (ii) irrevocably
consents to the Issuer's execution and delivery of the Assignment; and (iii)
agrees to remit all amounts which it is or becomes obligated to pay to the
Issuer under the Purchase Agreement in cash directly to the Agent for the
account of the Issuer.
/s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx
/s/ Carlton Xxxxxx Xxxxxxx XX
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Carlton Xxxxxx Xxxxxxx XX
The undersigned hereby consents to the remission by Xxxxxx X. Xxxxx
and Carlton Xxxxxx Xxxxxxx XX to Canpartners Investments IV, LLC, as Agent, of
all amounts which Xxxxxx X. Xxxxx and Carlton Xxxxxx Xxxxxxx XX is or becomes
obligated to pay to the undersigned in connection with the Purchase Agreement.
WESTERN MICRO TECHNOLOGY , INC.
a Delaware corporation
By: /s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx
Chief Financial Officer
SIGNATURE PAGE 2 OF 2
