Exhibit 10.19
AMENDMENT TO SETTLEMENT AND AGREEMENT
This AMENDMENT TO SETTLEMENT AND RELEASE AGREEMENT ("Amendment") is
entered into and made effective as of July 5, 2002 by and between Repeater
Technologies, Inc. ("Repeater") and Sanmina-SCI Corporation ("Sanmina").
WHEREAS, Repeater and Sanmina entered into that certain Settlement and
Release Agreement dated March 11, 2002 (the "Settlement and Release Agreement"),
a copy of which is attached hereto as EXHIBIT A; and
WHEREAS, Repeater and Sanmina mutually wish to modify and delete certain
provisions of the Settlement and Release Agreement;
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, the parties agree as follows:
1. SETTLEMENT AND RELEASE AGREEMENT. This Amendment amends and supersedes the
Settlement and Release Agreement only as to those specific provisions referenced
herein. The Amendment and the Settlement and Release Agreement shall be taken
together and construed as one agreement, except that when the terms of this
Amendment conflict with the terms of the Settlement and Release Agreement, this
Amendment shall be controlling.
2. MODIFICATION OF PROVISIONS. The parties agree that the Settlement and Release
Agreement shall be modified as follows: Section 5.2 of the Settlement and
Release Agreement shall be replaced in its entirety by the following provision:
5.2 OUTSTANDING INVOICES. In addition to the amount specified in
Section 5.1 ("Cancellation Fee") for the Purchase Order 27891,
the parties agree that Repeater will pay Sanmina a total One
Million Three Hundred Fifty Seven Thousand Five Hundred Dollars
($1,357,500) against the Outstanding Invoices identified on
EXHIBIT C) as follows: (i) Ninety Thousand Dollars ($90,000) by
5:00 PM (Pacific Time) on or before June 28, 2002, (ii) Five
Hundred and Fifty Thousand Dollars ($550,000) on or before July
8, 2002, (iii) Four Hundred and Fifty Thousand Dollars ($450,000)
on or before August 5, 2002 and (iv) the balance on or before
August 30, 2002, provided, however, that (a) any credit resulting
from Sanmina's failure to deliver all Remaining Units pursuant to
Section 5.3 below shall be applied against the August 30, 2002
balance and (b) the parties agree to negotiate in good faith an
offset to the balance of the August 30, 2002 payment to account
for materials received by Repeater from Sanmina in connection
with the Cancellation Fee and costs incurred by Repeater
1.
for additional product testing and repair, as to each of which
costs Sanmina does not acknowledge liability.
3. DELETION OF PROVISIONS. Section 5.5 Security Interest is deleted in its
entirety.
4. ENTIRE AGREEMENT. This Amendment, along with the Settlement and Release
Agreement, contains the entire agreement between the parties and constitutes the
complete, final and exclusive embodiment of their agreement with respect to the
subject matter of the Amendment and the Settlement and Release Agreement. This
Amendment is executed without reliance upon any promise, warranty or
representation, written or oral, by any party or any representative of any party
other than those expressly contained herein and it supersedes any other such
promises, warranties or representations. This Amendment may not be amended or
modified except in a writing signed by both a duly authorized officer of
Repeater and a duly authorized officer of Sanmina.
IN WITNESS WHEREOF, the parties have duly authorized and caused this Amendment
to be executed as of the date first written above.
REPEATER TECHNOLOGIES, INC.,
a Delaware Corporation
By: /s/ XXXXX X. XXXXXXXX
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Name: Xxxxx X. Xxxxxxxx
Title President/CEO
SANMINA-SCI CORPORATION,
a Delaware Corporation
By: /s/ XXXXXX X. XXXXXXX
-------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title VP -- Corporate Counsel
2.
