EXHIBIT 10.15
SECOND AMENDMENT TO
ASSET ACQUISITION AGREEMENT
THIS SECOND AMENDMENT TO ASSET ACQUISITION AGREEMENT, dated as of
February 27, 2002 (this "Amendment"), is entered into by and between Comdisco,
Inc., a Delaware corporation (the "Seller"), and T-Systems Inc., a Delaware
corporation (the "Purchaser").
WHEREAS, the Seller and the Purchaser are parties to that certain
Asset Acquisition Agreement, dated as of January 31, 2002, as amended by that
certain Amendment to Asset Acquisition Agreement, dated as of February 13,
2002 (collectively, the "Acquisition Agreement") (capitalized terms used
herein but not otherwise defined herein shall have the respective meanings set
forth in the Acquisition Agreement); and
WHEREAS, the Seller and the Purchaser desire to make certain
additional amendments to the Acquisition Agreement on the terms and conditions
set forth herein.
NOW, THEREFORE, in consideration of the foregoing, and intending to
be legally bound hereby, the Seller and the Purchaser hereby agree as follows:
ARTICLE I
SCHEDULES
1.1 Schedule 1.1(b)(ii) of the Acquisition Agreement shall be amended
by replacing item A in its entirety with the following:
"A. Global Master Services Agreement, dated September 30, 1999,
between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ and Comdisco, Inc.
1. Statement of Work and Subcontract Schedule, dated
February 11, 2000, to the Global Master Services
Agreement, dated September 30, 1999, between ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇ and Comdisco, Inc.
2. Statement of Work and Subcontract Schedule, dated
January 1, 2001, to the Global Master Services
Agreement, dated September 30, 1999, between ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇ and Comdisco, Inc.
(a) Amendment, dated January 31, 2002.
3. Statement of Work and Subcontract Schedule, dated
February 7, 2001, to the Global Master Services
Agreement, dated September 30, 1999, between ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇ and Comdisco, Inc.
4. Schedule No. 1, dated [March 6, 1996], between
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ and Comdisco, Inc. [unsigned]
(a) Extension, dated May 10, 1999.
(b) Extension, dated June 29, 2001.
(c) Amendment No. 2, dated June 20, 1997."
1.2 Schedule 1.1(b)(ii) of the Acquisition Agreement shall be amended
by replacing item F in its entirety with the following:
"F. Cap Gemini America LLC
1. Help Desk Services Agreement, dated January 20,
2000, between Cap Gemini America, Inc. and
Comdisco, Inc.
(a) Amendment, dated April 1, 2000.
(b) Statement of Work Help Desk Services
Version 1.6, dated January 18, 2000.
(1) Pennzoil Project Impact Reports (PIR)
▇▇▇▇▇.▇▇▇, ▇▇▇▇▇.▇▇▇,
▇▇▇▇▇.▇▇▇, ▇▇▇▇▇.▇▇▇, PZLQS.005.
(2) PharMerica PIR PHM-0001, PHM-0002,
▇▇▇-▇▇▇▇, ▇▇▇-▇▇▇▇, ▇▇▇-▇▇▇▇,
▇▇▇-▇▇▇▇, PHM-0007, PHM-0007a,
PHM-0008.
(c) Statement of Work for Devon Energy
Corporation Help Desk Services, dated
December 20, 2000.
(1) ▇▇▇▇▇ ▇▇▇ ▇▇▇-▇▇▇▇, ▇▇▇-▇▇▇▇,
▇▇▇-▇▇▇▇, ▇▇▇-▇▇▇▇, DVN-0005v2,
▇▇▇-▇▇▇▇, ▇▇▇-▇▇▇▇, ▇▇▇-▇▇▇▇,
▇▇▇-▇▇▇▇, DVN-00010, DVN-00011,
DVN-00012."
1.3 Schedule 1.1(b)(ix) of the Acquisition Agreement shall be
replaced in its entirety with Exhibit 1 hereto.
ARTICLE II
GENERAL
2.1 Counterparts. This Amendment may be executed in any number of
counterparts and either party hereto may execute any counterpart, each of
which when executed and delivered will be deemed to be an original and all of
which, when taken together, will be deemed to be one and the same Amendment.
2.2 References. Upon the effectiveness of this Amendment, all
references in the Acquisition Agreement and in all other agreements,
documents, certificates, schedules and instruments executed pursuant thereto
to the Acquisition Agreement including, without limitation, references to
"this Agreement," "hereunder," "hereof," "herein" and words of like import
contained in the Acquisition Agreement shall, except where the context
otherwise requires, mean and be a reference to the Acquisition Agreement, as
amended hereby.
2.3 Ratification. Except as expressly amended hereby, all of the
provisions of the Acquisition Agreement, as amended hereby, shall remain
unaltered and in full force and effect, and, as amended hereby, the
Acquisition Agreement is in all respects agreed to and ratified and confirmed
by the parties hereto.
2.4 Severability. If any provision of this Amendment shall be
declared by any court of competent jurisdiction to be illegal, void or
unenforceable, all other provisions of this Amendment shall not be affected
and shall remain in full force and effect.
2.5 Headings. The headings of the articles and paragraphs of this
Amendment are inserted for convenience only and shall not constitute a part
hereof or affect in any way the meaning or interpretation of this Amendment.
2.6 Binding Agreement. This Amendment shall be binding upon the
Seller and the Purchaser and their respective successors and assigns.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed by their respective officers thereunto duly authorized as of the
day and year first above written.
COMDISCO, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
T-SYSTEMS INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. Therkatsen
--------------------------------
Name: ▇▇▇▇▇▇▇ ▇. Therkatsen
Title: Senior Vice President, Consulting
Exhibit 1
Schedule 1.1(b)(ix)
Other Acquired Assets
To the extent transferable, all right, title and interest of the Seller in the
following:
1. The following computer servers and hardware of the Seller located in
Minnetonka, Minnesota, including all object code, source code, operating
software and application software (including, but not limited to Remedy and
Cold Fusion) located thereon:
(a). Grinder Server
Purpose: Remedy Application and Database Server
Model: Compaq Proliant 2500
Memory: 512MB
Drives: 5 (9.1 GB drives Raid 5)
Processor: Pentium 333MHZ
Serial Number: d647hwa30159
IP Address: 192.168.5.249
Software:
- Microsoft Windows NT 4
- Peregrine Systems Remedy Action Request
System version 4.0
- Microsoft SQL Server 7.0
- Symantec PC Anywhere version 9
- Computer Associates ARCServe client for
Windows NT version 6.61
(b). Spacecraft Server
Purpose: Custom written web based front end to
Remedy application
Model: Compaq Proliant 1500
Memory: 128MB
Drives: 9.1 GB
Processor: 166MHZ
Serial Number: D621HUJ10294
IP Address: 192.168.5.104
Software:
- Microsoft Windows NT 4
- MacroMedia Cold Fusion version 4
- Seagate Crystal Reports Version 7
- Computer Associates ARCServe for Windows
NT Advanced Version 6.6.1
(c). Slate Server
Purpose: Repository for data base dumps and logs.
Serves as Primary Domain controller.
Model: Compaq Proliant 2500
Memory: 128Mb
Processor: Pentium 200Mhz
Drives: 5 (9.1 GB -Drives Raid 5)
Serial Numbers: D647HWA30256 (Server)
D721BHM20818 (Disk Array)
IP Address: 192.168.5.105
Software:
- Microsoft Windows NT Server 4
(d). Grinder2 Server
Purpose: Standby Server for Grinder (Not running
- offline). This system is intended to be used in
case of hardware problems with Grinder.
Model: Compaq Proliant 2500
Memory: 512Mb
Drives: 5 (9.1 GB drives Raid 5)
Processor: Pentium 333Mhz
Software:
- Microsoft Windows NT 4
- Uses same licenses as Grinder.
(e). Capvpn Server
Purpose: Provide secure access to other systems
from the Internet
Model: Compaq Proliant 1850R
Memory: 512Mb
Drives: 9.1 GB
Processor: Pentium 500mhz
Serial Number: D920CNH10749
IP Address: 206.145.252.38 (external),
192.168.5.102 (internal)
Software:
- Microsoft Windows 2000 Server
- Microsoft Windows 2000 Terminal Services
(5 user license)
(f). Cisco Router
Purpose: Internet connectivity
Model: Cisco 2524 Router
Serial Number: 25816534
(g). 3Com Hub
Purpose: Network connectivity
Ports: 8
Serial Number: Unknown
2. All software licenses for the operating software and application software
(including, but not limited to Remedy and Cold Fusion) located on the computer
servers and hardware listed on this Schedule 1.1(b)(ix) in item 1.
3. All configuration and computer code generated by the Seller using the Cold
Fusion software application.