EXHIBIT 2.5
SECOND AMENDMENT
TO
ASSET PURCHASE AGREEMENT
THIS SECOND AMENDMENT (the "AMENDMENT") is entered into as of the 4th
day of March, 1998, by and among Source One Wireless I, L.L.C., a Delaware
limited liability company (the "FORMER SELLER"), Source One Wireless, L.L.C., a
Delaware limited liability company (the "PARENT") and Community Redevelopment
Corporation, a Florida Corporation ("PURCHASER").
WITNESSETH
WHEREAS, except for the Parent, the parties hereto previously entered
into that certain Asset Purchase Agreement, dated as of the 19th day of January,
1998 (the "ORIGINAL AGREEMENT");
WHEREAS, the parties hereto previously entered into that certain First
Amendment to Asset Purchase Agreement, dated as of the 4th day of March, 1998
(the Original Agreement as so amended is hereinafter referred to as the
"AGREEMENT";
WHEREAS, the parties hereto now wish to amend the Agreement in certain
respects.
NOW, THEREFORE, in consideration of the mutual promises and
considerations set forth above, and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:
1. AMENDMENT TO AGREEMENT. The Agreement is hereby amended by deleting
Section 10.12 in its entirety and substituting therefor the following provision:
10.12 $1.2 Million Note. Parent's $1.2 Million Note to
Purchaser shall be cancelled and deemed additional consideration for
the acquisition of the Purchased Assets.
2. REFERENCE TO THE EFFECT ON THE AGREEMENT.
2.1. Upon the effectiveness hereof, each reference in the
Agreement to "this Asset Purchase Agreement," "this Agreement,"
"hereunder," "herein" or words of like import shall mean and be a
reference to the Agreement as amended hereby.
2.2. Except as specifically amended above, the Agreement, and
all other documents, instruments and agreements executed and/or
delivered in connection therewith, shall remain in full force and
effect, and are hereby ratified and confirmed.
3. COUNTERPARTS. This Amendment may be executed in any number of
counterparts, each of which shall be deemed to be one and the same instrument.
4. HEADINGS. Section headings in this Amendment are included herein for
convenience of reference only and shall not constitute a part of this Amendment
for any other purpose.
5. GOVERNING LAW. This Amendment shall be governed by and construed in
accordance with the laws of the State of Florida.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the day and year first above written.
Source One Wireless I, L.L.C.
By: /s/ Dov Trop
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Its:
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Source One Wireless, L.L.C.
By: /s/ Dov Trop
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Its:
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Community Redevelopment Corporation
By: /s/ Xxxxx Xxxxx
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Its: President
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