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SECOND AMENDMENT TO ASSET PURCHASE AGREEMENT
Dated as of June 11, 1998
Among
MERRILL CORPORATION,
MERRILL/EXECUTECH, INC.
(F/K/A MERRILL ACQUISITION CORPORATION),
And
EXECUTECH, INC.,
WORLD WIDE SCAN SERVICES, LLC,
THE SHAREHOLDERS OF EXECUTECH, INC.,
And
THE MEMBERS OF WORLD WIDE SCAN SERVICES, LLC
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SECOND AMENDMENT TO ASSET PURCHASE AGREEMENT
THIS SECOND AMENDMENT TO ASSET PURCHASE AGREEMENT (this "AGREEMENT") dated
as of June 11, 1998 by and among MERRILL CORPORATION, a Minnesota corporation,
MERRILL/EXECUTECH, INC. (f/k/a MERRILL ACQUISITION CORPORATION), a Minnesota
corporation ("PURCHASE") and EXECUTECH, INC., a New York corporation
("EXECUTECH"), WORLD WIDE SCAN SERVICES, LLC, a Connecticut limited liability
company ("WORLD WIDE"), THEODORE M. DAVIS and MICHAEL Z. SPERLING (all such
entities and individuals are collectively referred to herein as the "PARTIES").
RECITALS
WHEREAS, the Parties entered into that certain Asset Purchase Agreement
dated as of June 11, 1998 (the "ASSET PURCHASE AGREEMENT"; all capitalized terms
used herein and not otherwise defined shall have the meanings ascribed to such
terms in the Asset Purchase Agreement, and all references herein to a particular
"Section" shall be deemed to refer to a Section of the Asset Purchase Agreement
unless stated otherwise to the contrary herein), pursuant to which Purchaser
purchased substantially all of Executech's and World Wide's assets;
WHEREAS, the Parties desire to delete in its entirety Exhibit 1.5 of said
Asset Purchase Agreement and to replace same with a new Exhibit 1.5 in order to
properly reflect certain modifications and corrections to the Allocation of
Purchase Price, said allocation which is more fully described in Section 1.5 of
the Asset Purchase Agreement;
WHEREAS, the Parties are willing to make such modifications and
corrections to the Exhibit 1.5 of the Asset Purchase Agreement, provided each
shall execute and deliver this Agreement.
NOW, THEREFORE, in consideration of the above premises and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties hereby agree as follows:
SECTION 1.5 SUBSTITUTION OF EXHIBIT 1.5 Exhibit 1.5 in accordance with
Section 1.5 of the Asset Purchase Agreement--entitled Merrill Corporation
Purchase Price Allocation/Opening Balance Sheet, Executech, Inc. and World Wide
Scan dated 6/11/98--2:27PM CST, shall be deemed deleted in its entirety and
replaced with a new Exhibit 1.5 in lieu thereof, a copy of which is annexed
hereto and made a part hereof.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the day and year first above written.
MERRILL CORPORATION EXECUTECH, INC.
By: By:
--------------------------------- ------------------------------------
Its: Its:
-------------------------------- -----------------------------------
MERRILL EXECUTECH, INC. WORLD WIDE SCAN SERVICES, LLC
By: By:
--------------------------------- ------------------------------------
Its: Its:
-------------------------------- -----------------------------------
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Theodore M. Davis
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Michael Z. Sperling
2
Sheet 1
Merrill Corporation
Purchase Price Allocation/Opening Balance Sheet
Executech, Inc. & World Wide Scan
3/16/99 10:12 AM CST
FINAL DETERMINATION
E-Tech WWS Total
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ASSETS PURCHASED:
- ----------------------------
Cash 79,583 10,852 90,435 CLASS I
Accounts Receivable 529,620 217,430 747,050 CLASS III
Fixed Assets 290,129 166,848 456,977 CLASS III
Value of Intangible Software 100,000 100,000 (1) CLASS III
Deposits 17,845 10,000 27,845 CLASS III
Leasehold Improvements 4,976 15,000 19,976 CLASS III
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Total Assets Purchased 1,022,153 420,130 1,442,283
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LIABILITIES ASSUMED:
- --------------------
Accounts Payable 418,996 419,282 838,278
Accrued Expenses 5,930 5,930
Accrued Interest 2,672 2,672
Sales Tax Payable 33,581 22,798 56,379
Retainer 20,883 20,883
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Total Liabilities Assumed 461,179 462,963 924,142
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TOTAL CONSIDERATION:
- --------------------
Cash 2,675,000 525,000 3,200,000
Liabilities Assumed 461,179 462,963 924,142
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3,136,179 987,963 4,124,142
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SECTION 197 ASSETS:
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Total 2,114,026 567,833 2,681,859 CLASS IV
Covenant Not To Compete 15,000 10,000 25,000 (2)
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Goodwill 2,099,026 557,833 2,656,859 (1)
Total CLASS I 79,583 10,852 90,435
Total CLASS II -- -- --
Total CLASS III 942,570 409,278 1,351,848
Total CLASS IV 2,114,026 567,833 2,681,859
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3,136,179 987,963 4,124,142
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