EXHIBIT 2
AMENDMENT NUMBER ONE TO
ASSET PURCHASE AGREEMENT
This AMENDMENT NUMBER ONE TO ASSET PURCHASE AGREEMENT (the "AMENDMENT")
is entered into as of October 27, 1998 by and among Encore Computer Corporation,
a Delaware corporation, Encore Computer International, Inc., a Delaware
corporation, Encore Computer U.S., Inc., a Delaware corporation, Xxxxx
Electronics, Inc., an Ohio corporation and Encore Real Time Computing, Inc., a
Delaware corporation (formerly Encore Acquisition Corp.)
INTRODUCTION
The parties hereto entered into that certain Asset Purchase Agreement
dated as of June 1, 1998 (the "AGREEMENT") with respect to the purchase of
certain assets and the assumption of certain liabilities of Encore Computer
Corporation and its affiliates. The parties hereto desire to amend the Agreement
as hereinafter provided.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. DEFINED TERMS. Capitalized terms used herein and not otherwise
defined herein shall have the meanings assigned to such terms in the Agreement.
2. TERMINATION OF AGREEMENT. Section 7.1(f) of the Agreement is hereby
amended to read in full as follows:
(f) by either the Buyer or the Company if the Closing
has not occurred by the earliest of (i) November 30, 1998, or
(ii) such other date, if any, as the Buyer and the Company may
agree in writing and the terminating party is not at such time
in breach of a representation or warranty or in violation of a
covenant or agreement contained herein.
3. FULL FORCE AND EFFECT. Except as provided in this Amendment, all of
the terms and provisions of the Agreement shall remain unmodified and in full
force and effect and are hereby ratified and confirmed.
4. GOVERNING LAW. The internal laws of the State of Delaware shall
govern and be used to construe this Amendment without giving regard to
principles of conflict of laws thereof.
5. COUNTERPARTS. This Amendment may be executed in counterparts, each
of which shall be deemed an original, and all of which shall constitute one and
the same instrument.
IN WITNESS WHEREOF, the undersigned have caused this Amendment to be
executed as of the date first above written.
ENCORE REAL TIME COMPUTING, INC.
By:
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Name:
Title:
ENCORE COMPUTER CORPORATION
By:
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Name:
Title:
ENCORE COMPUTER U.S., INC.
By:
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Name:
Title:
ENCORE COMPUTER INTERNATIONAL, INC.
By:
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Name:
Title:
XXXXX ELECTRONICS INC.
By:
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Name:
Title:
