FIRST AMENDMENT TO
ASSET PURCHASE AGREEMENT
This FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT is made this 28th day of
February, 2001, by, between and among OSAGE SYSTEMS GROUP, INC., a Delaware
corporation ("Osage"), and its wholly owned subsidiaries, OSAGE COMPUTER GROUP,
INC., a Delaware corporation ("Osage Computer"), SOLSOURCE COMPUTERS, INC., a
California corporation ("SolSource"), X.X. XXXXX, INC., a Texas corporation ("XX
Xxxxx"), OPEN SYSTEM TECHNOLOGIES, INC., a Delaware corporation ("OST"), OPEN
BUSINESS SYSTEMS, INC., an Illinois corporation ("OBS"), OSAGE SYSTEMS GROUP
MINNESOTA, INC., a Minnesota corporation ("OSGM"), OSAGE iXi, INC., a Delaware
corporation ("Osage iXi"), (Osage, Osage Computer, SolSource, XX Xxxxx, OST,
OBS, OSGM and Osage iXi also referred to individually as "Seller" and
collectively as "Sellers"), XXXXXXX COMPUTER RESOURCES, INC., a Delaware
corporation ("Xxxxxxx") and XXXXXXX SELECT INTEGRATION SOLUTIONS, INC. ("PSIS")
(Xxxxxxx and PSIS also referred to individually as "Purchaser" and collectively
as "Purchasers").
WHEREAS, Sellers and Purchasers entered into an Asset Purchase Agreement
("Agreement") dated the 9th day of February, 2001;
WHEREAS, pursuant to the provisions of Section 13.8, the parties reserved the
right to amend or modify this Agreement in a writing signed by the parties;
WHEREAS, it is the desire of the Sellers and Purchasers to enter into this Fist
Amendment to Asset Purchase Agreement ("Amendment") to modify certain provisions
of the Agreement.
NOW, THEREFORE, in consideration of the above premises and the mutual promises,
covenants, agreements, representations and warranties herein contained, the
parties hereto agree as follows:
1. The references to "on or before the fourteenth (14th) day after the
commencement of the Bankruptcy Case" contained in Sections 8.2, 8.3, 8.4
and 8.5 of the Agreement are deleted in their entirety, and in lieu
thereof, the language "on or before March 28, 2001" shall be inserted.
2. Section 8 of the Agreement is amended by inserting, after the end of
Section 8.12, the following Section 8.13:
8.13 The Bankruptcy Court shall have entered an order authorizing the sale
of the Purchased Assets to Xxxxxxx/PSIS pursuant to the Agreement on
or before April 14, 2001.
Except as amended by this First Amendment to Asset Purchase Agreement, the
parties ratify and affirm the terms of the Asset Purchase Agreement dated
February 9th, 2001.
IN WITNESS WHEREOF, the parties have entered into this FIRST AMENDMENT TO ASSET
PURCHASE AGREEMENT as of the day and year first above written.
XXXXXXX COMPUTER RESOURCES, INC.
By:
----------------------------------
Xxxxxxx X. Xxxxxxx
Chief Financial Officer
XXXXXXX SELECT INTEGRATION
SOLUTIONS, INC.
By:
----------------------------------
Xxxxxxx X. Xxxxxxx
Chief Executive Officer and President
OSAGE SYSTEMS GROUP, INC.
By:
----------------------------------
Xxxx Xxxxxx
Chairman and Chief Executive Officer
OSAGE COMPUTER GROUP, INC.
By:
----------------------------------
Xxxx Xxxxxx
Chairman and Chief Executive Officer
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SOLSOURCE COMPUTERS, INC.
By:
----------------------------------
Xxxx Xxxxxx
Chairman and Chief Executive Officer
X.X. XXXXX, INC.
By:
----------------------------------
Xxxx Xxxxxx
Chairman and Chief Executive Officer
OPEN SYSTEM TECHNOLOGIES, INC.
By:
----------------------------------
Xxxx Xxxxxx
Chairman and Chief Executive Officer
OPEN BUSINESS SYSTEMS, INC.
By:
----------------------------------
Xxxx Xxxxxx
Chairman and Chief Executive Officer
OSAGE SYSTEMS GROUP MINNESOTA,
INC.
By:
----------------------------------
Xxxx Xxxxxx
Chairman and Chief Executive Officer
OSAGE iXi, INC.
By:
----------------------------------
Xxxx Xxxxxx
Chairman and Chief Executive Officer
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