This Amendment to Purchase Agreement ("Amendment") is effective as of
August 6, 1998, and amends that certain Compaq Computer Corporation Purchase
Agreement by and between Compaq Computer Corporation and Apex PC Solutions,
Inc. as originally executed on September 19, 1994 and subsequently amended
(the "Agreement").
1. Section 2. The first two sentences of Section 2.A of the Agreement
are amended by deleting the existing two sentences and substituting the
following two new sentences:
Buyer will purchase Products only by issuing "blanket" purchase
orders ("Order or Orders") to Seller. Orders shall contain such
things as price and part number.
Exhibit A. Exhibit A to the Agreement is replaced in its entirety by the
attached Exhibit A.
3. Exhibit D (Flexibility Agreement). The "Schedule Decrease/
Cancellation" portion of the Flexibility Agreement attached as Exhibit D to
the Agreement is amended by deleting the existing language and substituting
the following new language:
Based on our current * lead time, the following table
establishes Compaq's commitment to accept finished inventory
(including all safety or buffer stock) and work in process in the
event of cancellation. In such event, for each separate part
number, Apex shall select from all EDI Forecasts delivered by
Compaq to Apex during the previous * and the EDI
Forecast with * for such part number over the *
life of the EDI Forecast, and the EDI Forecast selected for each
part number is referred to as the Designated EDI Forecast. *
On this basis, Compaq agrees to accept all safety/buffer stock
and all product for such part number * prior to the
scheduled ship date. In addition, * prior to the
scheduled ship date, Apex WIP becomes subject to assembly and
acceptance by Compaq according to the Designated EDI Forecast for
the part number.
Apex WIP ( * ) for each part number determined to be
* complete shall be completed and delivered to Apex for
assembly and subsequent acceptance by Compaq. Apex WIP for each
part number determined to be less than * complete
( * ) will be scrapped and invoiced to Compaq at Apex cost.
Also Apex raw materials ( * ) that can not be absorbed by
Apex will be subject to a restocking charge.
**The "Q394" and "Q494" Tables headings are deleted but the
Tables remain unchanged from Flexibility Agreement.**
In addition, the "Schedule Decrease/Reschedule" portion of the
Flexibility Agreement attached as Exhibit D to the Agreement is
amended by deleting the existing language and substituting the
following new language:
EDI Forecasts and/or individual scheduled releases are *
prior to shipment. Any EDI Forecast ( * ) may be
rescheduled one (1) time for a period not to exceed *
without penalty to Compaq.
If schedule delays exceed * , Compaq has the option to
purchase * .
*SUBJECT TO CONFIDENTIAL TREATMENT REQUEST; FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.
**Table remains unchanged from Flexibility Agreement**
4. Remaining Terms Unchanged. Except as expressly amended by this
Agreement, all of the remaining terms and conditions in the Agreement shall
remain unchanged and in full force and effect.
COMPAQ COMPUTER CORP APEX PC SOLUTIONS, INC.
/s/ Xxxxxxxxx X. Xxxxxx /s/ Xxxxxx X. Xxxxxxxx
------------------------------------- -------------------------------------
By: Xxxxxxxxx X. Xxxxxx By: Xxxxxx X. Xxxxxxxx
Name: Xxxxxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxxxx
Title: Corporate Connectivity Manager VP Bus. Development & General Counsel
Date: August 4, 1998 Date: August 6, 1998
*SUBJECT TO CONFIDENTIAL TREATMENT REQUEST; FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.
2
EXHIBIT A
Compaq Houston Scotland
Item Seller Reference Reference Lead-time Price* Price**
---- ----------------------- ---------- --------- ------- --------
1 242694-001
(4-port switchbox) 242694-001 8 weeks * *
2 242695-001 242695-001 8 weeks * *
(8-port switchbox)
3 242778-001 242778-001 8 weeks * *
(switchbox interconnect
kit)`
4 242691-001 242691-001 8 weeks * *
(115 Domestic front
connect panel)
5 242691-002 242691-002 8 weeks * *
(230 Domestic front
connect panel)
6 242691-B33 242691-B33 8 weeks * *
(240 International front
connect panel)
*F.O.B. Customized **F.O.B.: Furness Logistics
Transportation Inc. warehouse- Roosendaal, The
warehouse-Houston, Netherlands
Texas
/s/ Xxxxxxxxx Xxxxxx /s/ Xxxxxx X. Xxxxxxxx
---------------------------------- -----------------------------------
Xxxxxxxxx Xxxxxx Xxxxxx X. Xxxxxxxx
Compaq Computer Corporation Apex PC Solutions, Inc.
*SUBJECT TO CONFIDENTIAL TREATMENT REQUEST; FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.
