TERM SHEET
PLATINUM EQUITY HOLDINGS
PURCHASE OF GENICOM ASSETS
The following sets forth the general terms and conditions under which Platinum
Equity Holdings ("Platinum) agrees to purchase certain assets ("Assets") of
GENICOM Corporation ("GENICOM").
1. Sale Price: $42,000,000.00, plus the "Compaq Adjustment" as defined herein.
Payment is to be made in cash at Closing.
2. The Compaq Claim shall consist of all causes of action and other claims
which Genicom may have against Compaq as of the Closing. The "Compaq
Adjustment" means the greater of $3,000,000 and 40% of any recovery in
excess of $10 million received by Platinum in litigation or settlement of
the Compaq Claim.
3. Assets to be acquired: Accounts Receivable, Contract Rights, Real Estate
and Equipment Leases except as specifically excluded, Inventory, Furniture
Fixtures & Equipment, and Intangibles of GENICOM, and 100% of the stock of
GENICOM's subsidiaries. Not included in the Assets to be purchased is the
real property located in Waynesboro, Louisville and Boxborough, or any
sales proceeds from these excluded properties.
4. Platinum shall have until April 7, 2000 to complete its due diligence,
including on-site inspections.
5. Platinum shall have until April 7, 2000 at 4 p.m. EDT to advise the
President of GENICOM in writing that it wishes to withdraw its offer. In
such event, this offer to purchase shall be deemed null and void and
without liability to either party. If no notice of withdrawal is received
by 4 p.m. April 7, 2000, this offer to purchase shall be deemed irrevocable
until the earlier of (i) entry of an order approving another proposal for
the purchase of substantially all of the assets of GENICOM and (ii) June 7,
2000. At the time this offer becomes irrevocable, Platinum shall deposit
with an escrow agent the sum of $500,000, which shall be liquidated damages
for failure to close as provided herein should this Agreement to be
approved by the Bankruptcy Court. This deposit shall be applied to the
purchase price at Platinum's closing, or will be refunded if another bid is
successful.
6. Platinum shall be entitled to payment of a Breakup Fee of $500,000 in the
event GENICOM accepts, and the Bankruptcy Court approves a higher bid from
a purchaser or purchasers other than Platinum for substantially all of the
assets of GENICOM. GENICOM shall seek approval of this Breakup Fee from the
Bankruptcy Court at the hearing presently scheduled for March 30, 2000.
7. Platinum agrees that if its proposal is accepted, it will execute a
definitive sales agreement similar in form and content to a proposed
agreement which will be available to all potential bidders no later than
March 31, 2000.
8. Platinum recognizes and agrees that GENICOM may solicit additional offers,
and that any sale of the Assets covered by this offer to purchase is
subject to approval of the Bankruptcy Court.
9. Other Conditions:
[] All necessary legal and regulatory approvals must be obtained prior to
Closing.
[] Transfer of the Assets is to be free and clear of all claims, liens and
encumbrances.
[] Sale is contingent upon approval by the United States Bankruptcy Court
for the District of Delaware ("Bankruptcy Court").
[] This offer is not subject to any financing contingencies.
[] The parties will work diligently to close this transaction no later than
10 days after approval of the sale by the Bankruptcy Court.
PLATINUM EQUITY HOLDINGS GENICOM CORPORATION
By: /s/ DOUG JOHNSON By: /s/ SHAUN DONNELLAN
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Doug Johnson Shaun Donnellan
Title: EVP Title: President & CEO
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Date: 3/20/00 Date: 3/21/00
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