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EXHIBIT 10.7
EXHIBIT D
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SECOND AMENDMENT TO STOCKHOLDERS' AGREEMENT
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AMENDATORY AGREEMENT dated as of March 6, 1998 by and among ENTEX
INFORMATION SERVICES, INC., a Delaware corporation (the "Company"), the
successor by merger to ENTEX Holdings, Inc., a Delaware corporation, DORT X.
XXXXXXX III, an individial ("Cameron"), and ENTEX ASSOCIATES, L.P., a Delaware
limited partnership ("ENTEX Associates"), and each of the individuals listed on
Schedule A hereto, who are sometimes collectively referred to herein as the
"Plan 1 Participants".
W I T N E S S E T H :
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WHEREAS, the Company, Cameron, ENTEX Associates, and the individual
stockholders of the Company (which stockholders include the Plan 1
Participants) are parties to that certain Stockholders' Agreement dated as of
December 10, 1993, as amended by the Amendment thereto dated as of December 1,
1994 (the "Existing Agreement"), pursuant to which the parties agreed to
certain restrictions upon the sale, transfer, hypothecation, assignment, pledge,
negotiation or other disposition of the Common Stock and upon the voting of the
Common Stock, all as set forth in the Existing Agreement; and
WHEREAS, the Company, Cameron, ENTEX Associates and the Plan 1
Paarticipants have determined that it will promote the best interests of the
Company and the mutual interests of the Participants (including the Plan 1
Participants) to amend the Existing Agreement as provided herein;
NOW THEREFORE, in consideration of the premises and mutual covenants
set forth herein, the parties hereto, intending to be legally bound, hereby
agree that the Existing Agreement is amended as follows:
1. Termination of Effectiveness of Section 5 of the Existing
Agreement. The provisions of Section 5 of the Existing Agreement are deemed to
be deleted in their entirety with respect to the Stock Owned by each Plan 1
Participant that executes and delivers this Amendatory Agreement, and shall no
longer apply or have any effect with respect to such Stock.
2. Existing Agreement Remains in Force. Except as expressly set forth
in this Amendatory Agreement, the Existing Agreement remains unmodified and in
full force and effect.
3. Counterparts. This Amendatory Agreement may be executed in several
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Amendatory
Agreement as of the day and year first above written.
ENTEX INFORMATION SERVICES, INC.
By: _____________________________
Xxxx X. XxXxxxx, Xx.
President
ENTEX ASSOCIATES, L.P.
BY: THE XXXXXX GROUP, INC.,
General Partner
By: _____________________________
Dort X. Xxxxxxx III
President
_________________________________
Dort X. Xxxxxxx III
_________________________________
[Name of Participant]
