EXHIBIT 7(C)(2.1)
AMENDMENT
TO THE
ASSET PURCHASE AGREEMENT
by and between
P-Com, Inc., a Delaware corporation and
Cylink Corporation, a California corporation
Dated as of March 13, 1998
Article 3.2 of the Asset Purchase Agreement by and between P-Com, Inc., a
Delaware corporation and Cylink Corporation, a California corporation, is hereby
amended to read in its entirety as follows:
"Section 3.2 Purchase Price. Subject to the terms and conditions of this
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Agreement (including, without limitation, adjustment pursuant to Section 3.3
below), as consideration for the Business and the Assets: (a) Purchaser shall
pay to Seller Sixty Million Five Hundred Thousand Dollars ($60,500,000) (the
"Purchase Price"); and (b) Purchaser shall assume the Assumed Liabilities. The
Purchase Price shall be paid as follows:
(1) Forty-Six Million Dollars ($46,000,000) shall be paid in cash as
of the Time of Closing (as defined in Section 6.1); and
(2) Fourteen Million Five Hundred Thousand Dollars ($14,500,000) shall
be evidenced by an unsecured promissory note in the form attached hereto as
Exhibit 3.2."
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed as of the day and year first above written.
P-Com, Inc.,
a Delaware corporation
By: /s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
Secretary
Cylink Corporation,
a California corporation
By: /s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
Corporate Secretary
