REXEL DS, INC.
REXEL DN, INC.
October 31, 1996
Delta Computec Inc.
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▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Dear Sirs:
This letter agreement will confirm our agreement for Delta Computec Inc.
("DCI") to purchase, and Rexel DS, Inc. (f.k.a. ▇▇▇▇▇▇▇ & ▇▇▇▇▇ ▇▇, Inc.) and
Rexel DN, Inc. (f.k.a. ▇▇▇▇▇▇▇ & ▇▇▇▇▇ ▇▇, Inc.)(together, "Sellers") to sell to
DCI, the 8% Subordinated Debenture of DCI and of DCI's wholly-owned subsidiary
Delta Data Net, Inc. ("Data Net" and, collectively with DCI, the "Buyers"), as
amended, which Debenture was issued in the original face amount of $475,000 and
is due October 31, 1997 (the "Debenture"), pursuant to the following terms and
conditions:
1. Pursuant to this letter agreement, and subject to receipt of funds
after clearance of a check to be received by Sellers from DCI for the Purchase
Price, the adequacy of all of which consideration is hereby acknowledged by the
Sellers, Sellers, jointly and severally hereby agree to sell, assign, convey and
transfer to DCI any and all title which the Sellers may ever have in and to the
Debenture to DCI, and included within the purchase of the Debenture is all
principal and interest related thereto.
2. The purchase of the Debenture by DCI is subject to obtaining the
Consent of National Canada Finance Corp. on or before November 18, 1996.
3. DCI shall pay the purchase price of $75,000 ("Purchase Price") by
corporate check made payable to Rexel, Inc., and to be transmitted to Sellers
at: ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇
▇▇▇▇▇▇▇.
4. At the time that the check representing the Purchase Price clears
and funds have been received by Sellers, Sellers shall send by overnight courier
service to DCI the Debenture marked "PAID IN FULL", and such clearance of the
check and receipt of funds representing the Purchase Price shall, without
further action on the part of the Sellers or Buyers, constitute the full sale,
assignment, conveyance and transfer of the Debenture to DCI.
5. Sellers acknowledge having received sufficient information
regarding the Buyers to enable them to make the sale of the Debenture pursuant
to this letter agreement.
6. At the time that the check representing the Purchase Price clears
and funds have been received by Sellers, DCI and Data Net, without further
action on the part of the Sellers or Buyers,
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shall each be fully released from any and all actions, causes of action, suits,
debts, dues, sums of money, accounts reckonings, bonds, bills specialties,
covenants, contracts, controversies, agreements, promises, variances,
trespasses, damages, judgments, extents, executions, claims, counterclaims,
cross-claims, third party claims, set-offs, and demands, whatsoever in law
admiralty or equity which Sellers may have against DCI or against Data Net, or
both, relating in any manner to the Debenture and relating in any manner to any
default which now exists, or which ever may have existed, under or pursuant to
the Debenture.
7. Notwithstanding the provisions of paragraph 6 of this letter
agreement, if at any time all of the Purchase Price is ever required by a court
of competent jurisdiction to be returned to DCI, or if this transaction is ever
ordered by a court of competent jurisdiction to be rescinded and as a result
thereof the Purchase Price is returned in full to DCI, then, at such time, the
obligations owed to the Sellers pursuant to the Debenture shall be deemed to
have been reinstated as of the date of such return of the Purchase Price, as
those obligations exist on the date of the clearance of the check representing
the Purchase Price.
8. This letter agreement may be terminated by Seller if the check
representing the Purchase Price has not cleared and funds thereof have not been
received by Sellers on or before November 18, 1996.
9. Each of Sellers represents and warrants to Buyers, and each of
Buyers represents and warrants to Sellers, that: (a) it is duly organized and
existing and in good standing in its state of incorporation; (b) it has the
corporate power and authority to execute, deliver and perform the obligations
set forth in this letter agreement; (c) it has taken all necessary corporate
action to authorize the execution, delivery and performance of this letter
agreement; (d) this letter agreement constitutes the legal, valid and binding
obligation of it and is enforceable against it in accordance with its terms; and
(e) this letter agreement will not violate or contravene any provision of law or
statute, any order, decree or judgment binding it, or any other agreement or
obligation of any nature whatsoever by which it may be bound.
10. Each of the Sellers represents and warrants to the Buyers that:
(a) as of the date of the transfer of the Debenture to DCI, the Sellers are the
sole owners of the Debenture; (b) neither Seller has sold, transferred,
assigned, pledged or hypothecated the Debenture, except as provided herein; and
(c) the Debenture is free and clear of any liens, claims, encumbrances and
restrictions of any kind, except for restrictions contained in the Debenture or
arising under the Securities Act of 1933. Buyers represent and warrant to
Sellers that no consent or approval of any person or entity is required in order
for DCI to acquire the Debentures, except those that have been provided hereby.
Knowledge by Sellers, by Rexel, Inc. ("Rexel"), or by Buyers of any event,
circumstance
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or fact will not vitiate or otherwise impair any of the representations of
the others.
11. Rexel, the parent of the Sellers, confirms the accuracy of the
representations of the Sellers as set forth in paragraphs 9 and 10 of this
letter agreement.
12. This letter agreement: (a) sets forth the entire agreement and
understanding between the parties and supersedes all prior negotiations,
discussions, agreements and understandings of the parties with regard to the
subject matter hereof; (b) may be modified only by a writing executed by or on
behalf of each party; (c) may be waived only by a writing executed by the party
to be charged with the waiver; (d) shall survive the payment of the Purchase
Price and the transfer of the Debenture to DCI; (e) shall be binding on and
shall inure to the benefit of the successors and assigns of each party; (f) may
be executed in two or more counterparts, each of which when executed shall be an
original and which together shall constitute the same instrument; and (g) shall
be governed by the law of the State of New York without regard to its conflicts
of laws principles.
13. This letter agreement may be executed and delivered by facsimile
transmission and shall be binding upon a party upon delivery of a copy by
facsimile transmission. The later exchange of original executed copies by the
parties hereto if they so desire, shall not diminish or impair the efficacy of
the original facsimile transmission.
Please indicate your agreement with the forgoing by signing in the space
provided below.
Very truly yours,
REXEL DS, INC.
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Name:
Title:
REXEL DN, INC.
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Name:
Title:
Executed for the purposes as set forth in paragraph 11 of this letter
agreement.
REXEL, INC.
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Name:
Title:
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AGREED: CONSENTED TO:
DELTA COMPUTEC INC. NATIONAL CANADA FINANCE CORP.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ By: /s/ E. ▇▇▇▇ ▇▇▇▇▇▇▇
Name: ▇▇▇▇ ▇▇▇▇▇▇ Name: E. ▇▇▇▇ ▇▇▇▇▇▇▇
Title: President Title: Group Vice President
DELTA DATA NET, INC. CONSENTED TO:
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇
Name: ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇
Title: President
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