MERISEL INC /DE/ - FORM 8-K - EX-10.3 - AMENDMENT NO. 2 TO STOCK AND NOTE PURCHASE AGREEMENT - February 7, 2011

Attached files

file filename
8-K - CURRENT REPORT - MERISEL INC /DE/merisel_8k-020311.htm
EX-99.1 - PRESS RELEASE - MERISEL INC /DE/ex99-1.htm
EX-10.2 - REGISTRATION RIGHTS AGREEMENT - MERISEL INC /DE/ex10-2.htm
EX-10.1 - CONSENT, WAIVER AND AMENDMENT NO.1 TO REVOLVING CREDIT AND SECURITY AGREEMENT - MERISEL INC /DE/ex10-1.htm
EX-4.1 - CERTIFICATE OF DESIGNATION OF SERIES A PREFERRED STOCK - MERISEL INC /DE/ex4-1.htm
EXHIBIT 10.3
 
AMENDMENT NO. 2 TO STOCK AND NOTE PURCHASE AGREEMENT
 
This AMENDMENT NO. 2 TO STOCK AND NOTE PURCHASE AGREEMENT (this “Amendment”) is made and entered as of the 4th day of February, 2011, by and among Merisel, Inc., a Delaware corporation (the “Company”), Merisel Americas, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merisel Americas”) and Phoenix Acquisition Company II, L.L.C., a Delaware limited liability company (“Phoenix”).
 
RECITALS
 
WHEREAS, the Company, Merisel Americas and Phoenix are party to that certain Stock and Note Purchase Agreement, dated as of September 19, 1997 (the “Original Agreement”); and
 
WHEREAS, in accordance with Section 8.03 of the Original Agreement, the parties intend to amend the Original Agreement as set forth herein.
 
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, the parties hereby agree as follows:
 
AGREEMENTS
 
Section 1.                   Definitions.  Defined terms used herein and not otherwise defined shall have the meanings set forth in the Original Agreement, as amended.
 
Section 2.                   Amendments.  The Original Agreement is hereby amended to delete Section 6.07 of the Original Agreement in its entirety.  Except as amended herein, all other terms, covenants, agreements and conditions set forth in the Original Agreement shall remain in full force and effect.
 
Section 3.                   Counterparts.  This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
 
Section 4.                   Titles.  The titles of the Sections of this Amendment are used for convenience only and are not to be considered in construing or interpreting this Agreement.
 
Section 5.                   Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the state of New York, without regard to any applicable conflicts of law.
 
[Remainder of Page Intentionally Left Blank]

 
 
 

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written.
 
 
PHOENIX ACQUISITION COMPANY II, L.L.C.
  
       
 
By:
Stonington Capital Appreciation 1994 Fund, L.P. as a member  
         
    By: Stonington Partners, L.P., its general partner  
         
    By: Stonington Partners, Inc. II, its general partner  
         
         
  By: /s/ Bradley Hoecker  
    Name: Bradley Hoecker  
    Title: Director and Partner  
         
         
         
         
  MERISEL, INC.  
         
         
  By: /s/ Donald R. Uzzi  
    Name:
Donald R. Uzzi
  
    Title:
Chairman of the Board, Chief Executive Officer and President
  
         
         
         
         
  MERISEL AMERICAS, INC.  
         
         
  By: /s/ Donald R. Uzzi  
    Name:
Donald R. Uzzi
  
    Title: President  
 

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