ASSUMPTION OF LIABILITIES
-------------------------
THIS ASSUMPTION OF LIABILITIES is made this 6th day of May, 1999 by and between
Systems Atlanta Commercial Systems, Inc., a Georgia corporation ("Seller") and
Pomeroy Computer Resources, Inc., a Delaware corporation ("Purchaser No. 1").
WHEREAS, pursuant to an Asset Purchase Agreement dated May 6th, 1999 (the
"Agreement") by and among Purchaser No. 1, Pomeroy Select Integration Solutions,
Inc. (Purchaser No. 2"), Seller and B. Scott Dobson, Charley G. Dobson, Betty H.
Dobson and Tyler H. Dobson, Purchaser No. 1 wishes to assume certain obligations
of Seller.
NOW, THEREFORE, pursuant to the Agreement and in consideration of the premises,
and for good and valuable consideration, the receipt of which is hereby
acknowledged, the Seller and Purchaser No. 1 hereby agree as follows:
1. Assumption
----------
Purchaser No. 1 hereby accepts, assumes and agrees to pay and perform the
obligations of Seller as set forth on Exhibit "1" attached hereto and made
a part hereof. Purchaser No. 1 agrees to indemnify and hold Seller harmless
from any liability with respect to such assumed obligations.
2. Excluded Liabilities
---------------------
Notwithstanding anything to the contrary in the Agreement or in this
Assumption of Liabilities, Purchaser No. 1 shall not assume or be liable
for any liabilities of Seller not listed on Exhibit "1" attached hereto and
made part hereof.
3. The Agreement
--------------
Nothing contained in this Assumption of Liabilities shall be deemed to
supersede, restrict, impair, diminish, enlarge or expand in any respect any
of the obligations, agreements, covenants or warranties of Seller or
Purchaser No. 1 contained in the Agreement. All terms used in this
Assumption of Liabilities shall have the meaning defined in the Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Assumption of
Liabilities to be executed in their names on the date first above written.
SYSTEMS ATLANTA COMMERCIAL SYSTEMS, INC., a
Georgia corporation
By: ________________________________
B. Scott Dobson, Vice-President
POMEROY COMPUTER RESOURCES, INC.,
a Delaware corporation
- 1 -
By: ________________________________
Stephen E. Pomeroy, Chief Financial
Officer
STATE OF ___________ )
) SS:
COUNTY OF ___________ )
The foregoing instrument was acknowledged before me this ____ day of May,
1999 by B. Scott Dobson, Vice-President of Systems Atlanta Commercial Systems,
Inc., a Georgia corporation, on behalf of the corporation.
_________________________________
NOTARY PUBLIC
STATE OF OHIO )
) SS:
COUNTY OF HAMILTON )
The foregoing instrument was acknowledged before me this ____ day of May,
1999 by Stephen E. Pomeroy, Chief Financial Officer of Pomeroy Computer
Resources Inc., a Delaware corporation, on behalf of the corporation.
_________________________________
NOTARY PUBLIC
- 2 -
EXHIBIT 1"
LIABILITIES BEING ASSUMED
(a) Sellers obligation to SAI (whose obligation is to AT&T - Finova) under a
floor plan credit facility, the outstanding amount of which on the March
31, 1999 Pro Forma Balance Sheet No. 1 is $522,731.86 and as of the Closing
Date is $227,585.40, which is collateralized by a security interest in SAIs
assets;
(b) Sellers obligation to SAI (whose obligation is to the Bank of Canton) under
a term financing line, the outstanding amount of which on the March 31,
1999 Pro Forma Balance Sheet No. 1 is $0.00 and as of the Closing Date, is
$138,581.91, which is collateralized by a security interest in certain of
SAIs assets;
(c) Sellers obligation to GMAC on a vehicle being transferred to Purchaser No.
1, the outstanding amount of which on the March 31, 1999 Pro Forma Balance
Sheet is $12,052.93 and as of the Closing Date, is $11,729.69, which is
collateralized by a security interest in said vehicle.
(d) All of the trade accounts payable of the Seller relating to Business No. 1
incurred in the ordinary course of business consistent with Sellers prior
practices, the outstanding amount of which is $334,937.90 on the March 31,
1999 Pro Forma Balance Sheet No. 1, and as may be incurred, increased or
decreased since the March 31, 1999 Balance Sheet No. 1 to the Pro Forma
Balance Sheet No. 1 for operations in the ordinary course of business or
any other transaction provided by this Agreement, and subject to the
satisfaction of the Net Asset Amount No. 1 requirement set forth in Section
4.1(d) as of the Closing Date.