Exhibit 10.7
IBM Credit Corporation Xxxxx Xxxxxx, Xxx Xxxx 00000
ASSUMPTION AGREEMENT
Agreement made this 30th day of September, 1997 by and among Western Micro
Technology, Inc., a Delaware corporation ("Buyer"), Star Management Services,
Inc., a Texas corporation ("Seller"), Star Data Systems, Inc., a Texas
corporation ("Star Data") and IBM Credit Corporation, a Delaware corporation
("IBM Credit").
WHEREAS, Buyer has purchased or acquired certain assets from Seller; and
WHEREAS, Star Data, a subsidiary of Seller, is among the assets purchased
or acquired by Buyer; and
WHEREAS, IBM Credit has agreed to provide financing to Buyer to enable
Buyer to purchase Seller and Star Data, (the "Acquisition Loan"); and
WHEREAS, IBM Credit has a security agreement with Buyer's predecessor in
interest, Western Micro Technology, Inc., a California corporation ("Western"),
financing certain obligations as set forth in an Inventory and Working Financing
Agreement dated December 31, 1996 (the "Western IWCF") and other documents; and
WHEREAS, IBM Credit has a security agreement with Star Data, financing
certain obligations as set forth in an Inventory and Working Financing Agreement
dated July 18, 1996 (the "Star Data IWCF") and other documents; and
WHEREAS, on or about August 1, 1997, Western reincorporated in the state of
Delaware; and
WHEREAS, Buyer wishes to assume the obligations of Seller and Star Data due
to IBM Credit under the Star Data IWCF and to assume the obligations of Western
to IBM Credit under the Western IWCF as amended by Amendment #4 (such Amendment
#4 to be executed concurrently with this Agreement), and IBM Credit is willing
to permit such assumption under certain conditions.
NOW, THEREFORE, in consideration of IBM Credit's willingness to agree to
such assumption, the parties agree as follows:
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1. Star Data hereby transfers, grants, assigns and conveys to Buyer, for good
and valuable consideration, all of Star Data's rights and interests in, to and
under the Star Data IWCF, and all other agreements between Star Data and IBM
Credit relating thereto.
2. Buyer hereby accepts the within assignment and further assumes all the
obligations of Western under the Western IWCF (as amended), and further assumes
the full observance and performance of each and every term, covenant and
condition of the Western IWCF (as amended).
3. Buyer assumes the payment obligations of Seller and Star Data to IBM Credit
under the Star Data IWCF and any other obligation under the Star Data IWCF that
IBM Credit reasonably deems necessary to perfect and maintain perfection of IBM
Credits security interests in the Collateral (as defined in the Star Data IWCF)
and to consummate the transactions under the Star Data IWCF. Buyer agrees to
pay IBM Credit the principal balance owing IBM Credit from Star Data, as more
fully set forth in paragraph 4, in accordance with the terms of the Star Data
IWCF.
4. The parties affirm that the indebtedness owed to IBM Credit by Star Data as
of September 30,1997 under the Star Data IWCF is $24,127,841.53 plus accrued
interest and any indebtedness to IBM Credit arising from orders approved by IBM
Credit and placed by Star Data prior to the date on which this Agreement is
executed, and subject to their rights under the Star Data IWCF, Buyer, Seller
and Star Data waive all defenses, claims or setoffs that they may have against
IBM Credit concerning that amount.
5. Buyer recognizes and agrees that IBM Credit has and shall have a purchase
money security interest in certain of the inventory and equipment purchased and
also a security interest in all inventory, equipment, accounts receivable,
chattel paper, general intangibles and all other assets purchased from Star
Data.
6. The parties realize that this Agreement in no way alters the contractual
obligations of Seller and Star Data to IBM Credit, however, they realize that
the liability of Seller and Star Data to IBM Credit may be reduced as the
obligations to IBM Credit arising from its financing of Star Data shall be
reduced, but only so far as is provided by the laws of the relevant
jurisdiction.
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7. Buyer shall be responsible for any additional charges, costs, fees,
expenses and advances that may hereafter be due to IBM Credit pursuant to the
purchased business.
IN WITNESS WHEREOF, the parties hereto have caused this Assumption
Agreement to be executed as of the date above written.
WESTERN MICRO TECHNOLOGY, INC.
By /s/ Xxxxx X. Xxxxx
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Print Name Xxxxx X. Xxxxx
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Title Chief Financial Officer
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STAR MANAGEMENT SYSTEMS, INC. STAR DATA SYSTEMS, INC.
By /s/ Xxxxx X. Xxxxx By /s/ Xxxxx X. Xxxxx
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Print Name Xxxxx X. Xxxxx Print Name Xxxxx X. Xxxxx
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Title Chief Financial Officer Title Chief Financial Officer
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IBM CREDIT CORPORATION
By /s/ Xxxxxx X. Xxxxx
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Print Name Xxxxxx X. Xxxxx
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Title Remarketer Loan Manager
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