AGREEMENT AND PLAN OF REORGANIZATION This AGREEMENT and PLAN OF REORGANIZATION made and entered into this ____ day of _______________, 1997 by, between and among POMEROY COMPUTER RESOURCES OF SOUTH CAROLINA, a South Carolina corporation...Agreement and Plan of Reorganization • April 6th, 1998 • Pomeroy Computer Resources Inc • Wholesale-computers & peripheral equipment & software • South Carolina
AGREEMENT This Agreement made and entered into this ____ day of ____________, 1997, by and between JEFFREY F. HIPP (hereinafter referred to as "Owner") and POMEROY COMPUTER RESOURCES OF SOUTH CAROLINA, INC., a South Carolina corporation (hereinafter...Merger Agreement • April 6th, 1998 • Pomeroy Computer Resources Inc • Wholesale-computers & peripheral equipment & software
1.3 The Merger Agreement provides that there may be certain adjustments made to the consideration incident to the merger, as such adjustments are set forth and described in the Merger Agreement. Any net reduction in the consideration for the merger,...Escrow Agreement • April 6th, 1998 • Pomeroy Computer Resources Inc • Wholesale-computers & peripheral equipment & software • South Carolina
3. Renewal Term. The term of Employee's employment shall automatically renew for additional consecutive renewal terms of one (1) year unless either party gives written notice of his/its intent not to renew the terms of the Agreement thirty (30) days...Employment Agreement • April 6th, 1998 • Pomeroy Computer Resources Inc • Wholesale-computers & peripheral equipment & software • South Carolina
Assignor warrants that: Assignor is the owner of the property described in the lease free of all liens and encumbrances except the lease and Permitted Liens as defined in the Loan Agreement; the lease and any accompanying guaranties, waivers and/or...Assignment Agreement • April 6th, 1998 • Pomeroy Computer Resources Inc • Wholesale-computers & peripheral equipment & software
SECURITY AGREEMENT E-73Security Agreement • April 6th, 1998 • Pomeroy Computer Resources Inc • Wholesale-computers & peripheral equipment & software • Kentucky
REVOLVING CREDIT NOTE Officer No. _______ Note No. ________ $5,000,000.00 31 October, 1997 City of Florence, State of Kentucky On or before the Maturity Date below, TECHNOLOGY INTEGRATION FINANCIAL SERVICES, INC., a Kentucky corporation (the...Revolving Credit Note • April 6th, 1998 • Pomeroy Computer Resources Inc • Wholesale-computers & peripheral equipment & software
Except for the signing by Pomeroy Computer Resources, Inc. of the Guarantees of Employment Agreements and the Merger Agreement and except for the signing by Pomeroy Computer Resources of South Carolina, Inc. of the Merger Agreement and other documents...Merger Agreement • April 6th, 1998 • Pomeroy Computer Resources Inc • Wholesale-computers & peripheral equipment & software
LOAN AGREEMENT dated as of October 31, 1997 by and between THE FIFTH THIRD BANK OF NORTHERN KENTUCKY, INC. as the Lender and TECHNOLOGY INTEGRATION FINANCIAL SERVICES, INC. as the Borrower Table of ContentsLoan Agreement • April 6th, 1998 • Pomeroy Computer Resources Inc • Wholesale-computers & peripheral equipment & software • Kentucky
As an inducement for, and in consideration of, JEFFREY F. HIPP (the "Employee") entering into and executing an Employment Agreement (the "Employment Agreement") of even date with POMEROY COMPUTER RESOURCES OF SOUTH CAROLINA, INC., a South Carolina...Guaranty of Employment Agreement • April 6th, 1998 • Pomeroy Computer Resources Inc • Wholesale-computers & peripheral equipment & software • South Carolina
No waiver or release shall be deemed to have been made by the Employee of any of his rights hereunder unless the same shall be in writing and signed by the Employee; any such waiver shall be a waiver or release only with respect to the specific matter involved and shall in no way impair the rights of Employee or affect the Obligations of Guarantor to Employee in any other respect at any other time. Employee shall provide Guarantor with written notice of any and all nonperformance (whether by omission and/or commission) of Employer of its Obligations prior to any enforcement of this Guaranty. This Guaranty, or any provisions hereof, shall not be waived, altered, modified, amended, supplemented or terminated in any manner whatsoever except by a written instrument signed by the Employee and the Guarantor. This Guaranty shall be binding upon the Guarantor, its successors and assigns and shall inure to the benefit of Employee, his heirs and assigns. This Guaranty shall be governed by, and c
ADDENDUM 1 TO GUARANTY AGREEMENT This First Addendum ("Addendum") to that certain Payment Guaranty ("Guaranty") made by POMEROY COMPUTER RESOURCES, INC., a Delaware corporation ("Guarantor") to THE FIFTH THIRD BANK OF NORTHERN KENTUCKY, INC., a...Payment Guaranty • April 6th, 1998 • Pomeroy Computer Resources Inc • Wholesale-computers & peripheral equipment & software
Officer No. Note No. _____________ $__________ ______________________ (Effective Date) City - Florence, State - Kentucky On or before ________________ (the "Maturity Date"), the undersigned, TECHNOLOGY INTEGRATION FINANCIAL SERVICES, INC., a Kentucky...Draw Facility Note • April 6th, 1998 • Pomeroy Computer Resources Inc • Wholesale-computers & peripheral equipment & software
