EX-10 19 ch339752.txt EXHIBIT 10.15 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 Unisys Corporation 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 Unisys Corporation 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 Unisys Corporation 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 Unisys Corporation and Comdisco, Inc. 4. Schedule No. 1, dated [March 6, 1996], between Unisys Corporation 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.001, PZLQS.002, PZLQS.003, PZLQS.004, PZLQS.005. (2) PharMerica PIR PHM-0001, PHM-0002, PHM-0003, PHM-0004, PHM-0005, PHM-0006, PHM-0007, PHM-0007a, PHM-0008. (c) Statement of Work for Devon Energy Corporation Help Desk Services, dated December 20, 2000. (1) Devon PIR DVN-0001, DVN-0002, DVN-0003, DVN-0004, DVN-0005v2, DVN-0006, DVN-0007, DVN-0008, DVN-0009, 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/ Frank J. Cirone ----------------------------- Name: Frank J. Cirone Title: Vice President T-SYSTEMS INC. By: /s/ Gregory W. Therkatsen -------------------------------- Name: Gregory W. 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.