1
FIRST AMENDMENT TO
LETTER OF INTENT
This First Amendment (this "Amendment") to that certain letter of
intent, dated June 6, 1997, by and among TRANSCRYPT INTERNATIONAL, INC., EFJ
PARTNERS, X.X. XXXXXXX COMPANY, X.X. XXXXXXX COMMUNICATIONS, INC. AND X.X.
XXXXXXX INTERNATIONAL, INC. (collectively, the "Parties") is dated as of June
11, 1997.
R E C I T A L S
WHEREAS, the Parties entered into a letter of intent dated June 6,
1997 (the "Letter");
WHEREAS, the Parties have determined that certain changes should be
made to provisions and certain annexes referenced in the Letter in order to
reflect the intentions of the Parties and otherwise effect its purposes; and
WHEREAS, the Parties now desire to modify certain provisions and
annexes referenced in the Letter in accordance herewith (all capitalized terms
used but not otherwise defined herein shall have the meanings ascribed to such
terms in the Letter).
NOW, THEREFORE, on the basis of the foregoing recitals and other
good and valuable consideration, the receipt and adequacy of which is hereby
acknowledged, the Letter is hereby amended as follows:
1. "Annex C" to the Letter shall be replaced in its entirety by the
attachment to this Amendment labeled "Annex C", and "Annex D" to the
Letter shall be replaced in its entirety by the attachment to this
Amendment labeled "Annex D." Therefore, all references in the Letter to
"Annex C" and "Annex D", including but not limited to the references
thereto contained in Section 4(a) of the Letter, shall refer to the
form of "Annex C" and "Annex D" attached hereto.
2. The first clause of the first sentence of paragraph 4(a) of the Letter
shall be replaced to read as follows: "Prior to 12 noon, e.s.t., on
Thursday, June 12, 1997, unless such date is extended by mutual
agreement of EFJ and TRII, Purchaser ..."
3. The Parties acknowledge that the amounts to be paid to Noram and Intek
in connection with the Acquisition have not yet been finally
determined. The Parties agree that, notwithstanding the amounts that
will eventually be paid to Noram and Intek in connection with the
Acquisition, the Purchase Price shall not increase above $34,000,000.
4 All other provisions of the Letter shall remain in full force and
effect. This Amendment,
1
2
together with the Letter, contains the entire agreement of the parties
with respect to the subject matter contained in the Letter and no
waiver, modification or change of any of its provisions shall be valid
unless in writing and signed by the party against whom such claimed
waiver, modification or change is sought to be enforced.
5. In the event that there are any terms and conditions of the Letter
which conflict with the terms and conditions of this Amendment, the
terms and conditions of this Amendment shall supersede such terms and
conditions of the Letter.
IN WITNESS WHEREOF, the Parties have caused this Amendment to be duly
executed as of the date first above written.
TRANSCRYPT INTERNATIONAL, INC.
By: /s/ Xxxx X. Xxxxxx
-----------------------------------
Name: Xxxx X. Xxxxxx
Title: Chief Executive Officer
X.X. XXXXXXX COMPANY
X.X. XXXXXXX COMMUNICATIONS, INC.
X.X. XXXXXXX INTERNATIONAL, INC.
By: /s/ Xxxxxxx Xxxxxx
-----------------------------------
Name: Xxxxxxx Xxxxxx
Title:
SOLE STOCKHOLDER OF
X.X. XXXXXXX COMPANY
EFJ PARTNERS
By: /s/ Xxxxxxx Xxxxxx
-----------------------------------
A general partner
2
