Exhibit 10.14
AMENDMENT TO
ASSET ACQUISITION AGREEMENT
THIS AMENDMENT TO ASSET ACQUISITION AGREEMENT, dated as of February
13, 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 (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
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)(i) of the Acquisition Agreement shall be amended
by replacing item I in its entirety with the following:
"I. Deluxe Corporation
1. Enterprise Master Agreement, dated
September 30, 1999, between Deluxe
Corporation and Comdisco, Inc.
(a) Addendum, dated June 8, 2001, to the
Enterprise Master Agreement, dated
September 30, 1999.
(b) Schedule No. 1, dated September 30, 1999.
(c) Statement of Work, dated February 7, 2000.
(d) Schedule No. 2, dated September 30, 1999.
(e) Amendment, dated June 30, 2000.
(f) Amendment, dated January 24, 2001.
(g) Amendment, dated July 1, 2001.
(h) Amendment, dated January 30, 2002."
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/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: President and Chief Operating Officer
T-SYSTEMS INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Chief Financial Officer