Peregrine Systems, Inc. 3611 Valley Centre Drive San Diego, California 92130 Attention: General Counsel
Exhibit 2.11
Peregrine Systems, Inc.
0000 Xxxxxx Xxxxxx Xxxxx
Xxx Xxxxx, Xxxxxxxxxx 00000
Attention: General Counsel
July 30, 2002
MAXIMUS,
Inc.
00000 Xxxxxx Xxxxx Xxxx
Xxxxxx, Xxxxxxxx 00000
Ladies and Gentlemen:
Reference is made to the Asset Purchase Agreement dated July 19, 2002, as amended by letter amendments dated July 25, 2002 and July 29, 2002 (the “Purchase Agreement”), by and between Peregrine Systems, Inc. (“Peregrine”) and MAXIMUS, Inc. (“MAXIMUS”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Purchase Agreement.
This is to confirm that Xxxxxxxxx and MAXIMUS each agree as follows:
1. The Purchase Price contained in Section 1.3 of the Purchase Agreement is hereby reduced from $7,666,319.00 to $7,454,741.35 to reflect collection by Xxxxxxxxx since July 19, 2002 of certain accounts receivable included in the Acquired Assets and listed on Schedule 1.4 of the Purchase Agreement.
2. Schedule 1.4 of the Purchase Agreement is hereby amended by deleting from Section l.C of that schedule the accounts receivable listed on Exhibit A attached hereto.
3. The wiring instructions contained in Section 6.1 (a) of the Purchase Agreement are to be replaced in their entirety with the following wiring instructions:
Credit: Foothill Capital Corporation
Bank: The Chase Manhattan Bank
Funds Transfer Services
0 Xxx Xxxx Xxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attn: Operations Manager
ABA #: 000000000
Account #: 323-266193
Re: Peregrine Systems Proceeds of Transportation Sale
Foothill Contact: Xxxx Xxxxxx, (000) 000-0000.
4. Section 6.1(a) of the Purchase Agreement shall not be further amended without the prior written consent of Foothill Capital Corporation.
5. Section 6.2(a) of the Purchase Agreement is hereby amended to read as follows:
“Officer’s Certificate. A certificate signed by the President or other authorized officer of Seller to the effect that the conditions set forth in Section 5.1 have been satisfied.”
6. Except as expressly provided herein, the remaining terms of the Purchase Agreement shall remain in full force and effect.
Your signature below will confirm your agreement as to these matters. Thank you for your attention.
|
|
Very truly yours, |
||||||
|
|
|
||||||
|
|
PEREGRINE SYSTEMS, INC. |
||||||
|
|
|
||||||
|
|
|
||||||
|
|
By: |
/s/ Xxxx Xxxxxxxxxx |
|
||||
|
|
Name: |
XXXX XXXXXXXXXX |
|
||||
|
|
Title: |
CEO |
|
||||
|
|
|
||||||
|
Acknowledged and Agreed: |
|
||||||
|
MAXIMUS, INC. |
|
||||||
|
|
|
||||||
|
|
|
||||||
|
By: |
|
|
|
||||
|
|
Xxxxx Xxxxxxx |
|
|||||
|
|
President, Asset Solutions Division |
|
|||||
2
4. Section 6.1(a) of the Purchase Agreement shall not be further amended without the prior written consent of Foothill Capital Corporation.
5. Section 6.2(a) of the Purchase Agreement is hereby amended to read as follows:
“Officer’s Certificate. A certificate signed by the President or other authorized officer of Seller to the effect that the conditions set forth in Section 5.1 have been satisfied.”
6. Except as expressly provided herein, the remaining terms of the Purchase Agreement shall remain in full force and effect.
Your signature below will confirm your agreement as to these matters. Thank you for your attention.
|
|
Very truly yours, |
||||||
|
|
|
||||||
|
|
PEREGRINE SYSTEMS, INC. |
||||||
|
|
|
||||||
|
|
|
||||||
|
|
By: |
|
|
||||
|
|
Name: |
|
|
||||
|
|
Title: |
|
|
||||
|
|
|
||||||
|
Acknowledged and Agreed: |
|
||||||
|
MAXIMUS, INC. |
|
||||||
|
|
|
||||||
|
|
|
||||||
|
By: |
/s/ Xxxxx Xxxxxxx |
|
|
||||
|
|
Xxxxx Xxxxxxx |
|
|||||
|
|
President, Asset Solutions Division |
|
|||||
3
