FIRST AMENDMENT TO THE
1995 SPLIT-DOLLAR INSURANCE AGREEMENT
BY AND BETWEEN
MICROAGE, INC. AND XXXXXX X. X'XXXXXX
This First Amendment to the 1995 Split-Dollar Insurance Agreement by and
between MICROAGE, INC., a Delaware corporation (hereinafter referred to as
"MicroAge"), PINACOR, INC., a Delaware corporation (hereinafter referred to as
"Pinacor"), and XXXXXX X. X'XXXXXX (hereinafter referred to as "Insured") is
effective as of the 30th day of June, 1999.
RECITALS
WHEREAS, MicroAge and Insured entered into a Split-Dollar Insurance
Agreement dated September 1, 1995 (hereinafter referred to as "Agreement") and a
Collateral Assignment Form dated September 1, 1995 (hereinafter referred to as
"CAF");
WHEREAS, the Agreement pertains to a policy of insurance on the life of
Insured issued by The Northwestern Mutual Life Insurance Company (hereinafter
referred to as "Insurer"), in the face amount of Seven Hundred Fifty Thousand
Dollars ($750,000), with policy number 13453221 (hereinafter referred as
"Policy"), as identified on Schedule A to the Agreement;
WHEREAS, MicroAge was required to pay certain premiums due on the Policy
pursuant to Article II of the Agreement, and Insured was deemed the owner of the
Policy;
WHEREAS, pursuant to the Agreement and the CAF, Insured assigned to
MicroAge a security interest in the Policy for the repayment of the premiums
paid by MicroAge to Insurer;
WHEREAS, pursuant to the Agreement MicroAge and Insured agreed to divide
the proceeds of the Policy into two parts in the event of the death of Insured,
with MicroAge receiving an amount equal to MicroAge's security interest in the
Policy, and Insured's designated beneficiary receiving the balance of the death
benefit;
WHEREAS, Pinacor is a subsidiary of MicroAge, and both Pinacor and MicroAge
desire that MicroAge's interest and obligations under the Agreement be assigned
to Pinacor, and Insured agrees to such assignment;
The parties, therefore, in consideration of the mutual promises contained
herein, hereby agree as follows:
AGREEMENTS
1. ASSIGNMENT BY MICROAGE. MicroAge hereby assigns to Pinacor any and all
of its right, title, and interest in the Policy, any and all of its interest
acquired under the CAF, and any and all of its duties and obligations under the
Agreement.
2. ASSUMPTION BY PINACOR. Pinacor hereby assumes any and all of MicroAge's
right, title and interest in the Policy, and any and all of MicroAge's duties
and obligations under the Agreement, including but not limited to the obligation
to pay the premiums due on the Policy, and agrees to perform the Agreement in
the same manner and to the same extent that MicroAge would be required to
perform if no such assignment had taken place.
3. INDEMNIFICATION BY PINACOR. Pinacor agrees to defend, indemnify and hold
MicroAge harmless from and against any claims, losses or liability which arise
from the Agreement or this First Amendment to the Split-Dollar Insurance
Agreement (hereinafter referred to as "Amendment"), or from Pinacor's exercise
of its duties and responsibilities under the Agreement or the Amendment,
including but not limited to claims of Insured, or losses or liability resulting
therefrom. Pinacor also agrees to pay or reimburse MicroAge for any and all
costs, damages or losses including without limitation any out-of-pocket expenses
and reasonable attorneys' fees incurred in the investigation or defense of any
such claims.
4. CONSENT OF INSURED. Insured hereby consents to the assignment by
MicroAge and the assumption by Pinacor of any and all of MicroAge's right, title
and interest in the Policy, and any and all duties and obligations arising from
the Agreement.
5. RELEASE BY INSURED. Insured releases, on behalf of himself and his
heirs, executors, administrators and assigns, any and all claims of any nature
whatsoever against MicroAge and its affiliates, agents, officers, owners,
directors, employees, insurers and assigns, arising out of or related in any
manner whatsoever to the Policy, the Agreement, the Amendment, and/or the CAF,
and MicroAge's acts or omissions in connection therewith. The foregoing release
does not extend to or include Pinacor.
6. COLLATERAL ASSIGNMENT FORM. Insured agrees to execute and deliver to
Pinacor and Insurer a Collateral Assignment Form in connection with the
execution of this Amendment, establishing Pinacor as the direct beneficiary of
the Policy in an amount equal to the total amount of premiums paid to Insurer on
the Policy, whether paid by Pinacor or MicroAge.
IN WITNESS WHEREOF, the parties hereto have executed this First Amendment
as of the 24th day of June, 1999.
MICROAGE, INC., a Delaware Corporation
By /s/ XXXXXXX X. XXXXXXXX
-------------------------------------
Its Chairman of the Board and Chief
Executive Officer
PINACOR, INC., a Delaware Corporation
By /s/ XXXXX X. XXXXXX
-------------------------------------
Its President
By /s/ XXXXXX X. X'XXXXXX
-------------------------------------
XXXXXX X. X'XXXXXX
