EXHIBIT 10.15(c)
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AMENDMENT NO. 1
TO
ASSET PURCHASE AGREEMENT
BY AND BETWEEN
SPACE APPLICATIONS CORPORATION
AND
APPLIED RESEARCH OF MARYLAND, INC.
THIS AMENDMENT NO. 1, dated as of April 11, 1997, by and between SPACE
APPLICATIONS CORPORATION and APPLIED RESEARCH OF MARYLAND, INC.
RECITALS
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WHEREAS, the parties hereto executed and delivered the Asset Purchase
Agreement, dated March 3, 1997, and now wish to amend certain of the
provisions of and Schedules to that Asset Purchase Agreement. Unless
otherwise defined herein, capitalized terms shall have the meanings given them
in the Asset Purchase Agreement
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants contained herein, the parties hereto agree to amend the Asset
Purchase Agreement as follows:
1. Section 1.1 shall be amended by revising the definition of Deferred
Payments to read as follows:
"`Deferred Payments' shall mean the components of the Purchase
Price referred to in items B, D and F of the definition of Purchase
Price herein which are payable after the Closing Date."
2. Section 1.1 shall be amended by revising the definition of Purchase Price
to read as follows:
"`Purchase Price' shall mean payments and assumption of specified
liabilities in an amount totaling up to One Million Seven Hundred Fifty
Thousand and No/100 dollars ($1,750,000.00). The Purchase Price shall consist
of the following items:
A. A deposit (the "Deposit") in the amount of Fifty Thousand and No/100
dollars ($50,000.00) paid to the Escrow Agent upon execution of this
Agreement and held in an interest-bearing deposit account. The
Deposit shall be released and paid to the Internal Revenue Service
("IRS") at Closing with any accrued interest being applied to the
payment next due pursuant to item D below;
B. A payment to the Plan in the amount of Five Hundred Thirty Thousand
Nine Hundred Seventeen and No/100 dollars ($530,917.00), to be paid,
without interest, as follows: $398,617.00 shall be paid to the Plan
at Closing (the "Initial Plan Payment"); $34,900.00 shall be paid to
the Plan no later than the first anniversary of the Closing Date;
$34,900.00 shall be paid to the Plan no later than the second
anniversary of the Closing Date; and $62,500.00 shall be paid to the
Plan no later than the third anniversary of the Closing Date;
C. An assumption of liabilities of Seller to its Employees for
liabilities of Seller to its Employees for accrued and unpaid
vacation liabilities ("Vacation Liability") in an amount not to
exceed Two Hundred Fifty-Five Thousand Two Hundred and No/100
dollars ($255,200.00), to be paid or provided for by Purchaser to
such Employees in accordance with the Purchaser's existing vacation
policy as though such Vacation Liability had accrued under such
policy; provided that Purchaser shall not be required to make any
cash payments for Vacation Liability exceeding, in the aggregate,
$127,600.00 within less than one year following the Closing Date;
and further provided that Purchaser shall not require that any cash
payments for Vacation Liability be paid for across a period greater
than two years following the Closing Date (the "Assumed Vacation
Liability");
D. Payment to the Seller of the aggregate amount of Five Hundred
Seventy-Eight Thousand Eight Hundred Eighty-Three and No/100 dollars
($578,883)for the IRS, to be paid, without interest as follows:
$539,000.00 shall be paid at the Closing; and $39,883.00 shall be
paid no later than the third anniversary of the Closing Date;
E. Payment to the Seller of the aggregate amount of Twenty Thousand and
No/100 dollars ($20,000.00) for the IRS, $10,000.00 of which is
pursuant and subject to the Consulting and Non-Compete Agreement
with Xx. Xxxxx and $10,000.00 of which is pursuant to the Non-
Compete covenants of Seller in Section 10.1 of this Agreement (the
"Assigned Non-Compete Payments") to be paid at the Closing;
F. Payment to the Seller of the aggregate amount of Two Hundred Sixty-
Five Thousand and No/100 dollars ($265,000.00) for allowed
administrative expenses incurred by the Seller in the Bankruptcy
Case, to be paid, without interest as follows: $242,383.00 shall be
paid at the Closing; and $22,617.00 shall be paid no later than the
third anniversary of the Closing Date; and
G. Purchaser shall reimburse Seller's Employees for their prepetition
travel expenses in an aggregate amount not to exceed Fifty Thousand
and No/100 dollars ($50,000.00) for all such Employees."
3. Section 8.8 shall be amended by adding the following to the end of such
Section:
"Provided that all other conditions to the Purchaser's
obligations set forth in Article VIII shall have been satisfied or
waived, and the Purchaser and its counsel have received no objection
to the form of novation presented to a party to any Project
Contract, the Purchaser shall deposit funds, and the Seller shall
deposit all of its Closing deliveries, into escrow, pursuant to
terms reasonably satisfactory to the parties and their counsel,
pending delivery of all such novation agreement with respect to the
Project Contracts."
4. Section 8.19 shall be amended to read as follows:
"8.19 CLOSING DATE. The Closing shall have occurred on or
before May 30, 1997."
5. Section 10.6 shall be amended by adding the following to the end of such
Section:
"In order to facilitate the foregoing, the Seller shall
cooperate with the Purchaser, and execute and deliver, or cause to
be executed and delivered, all such other instruments, including
closeout certificates, instruments of conveyance, assignment and
transfer, and one or more power or powers of attorney appointing the
Purchaser, or its designee or designees, the lawful attorney-in-fact
and agent of the Seller to execute any of the foregoing on the
Seller's behalf and in its name, and take all such other actions as
may be reasonably requested by the Purchaser from time to time,
consistent with the terms of this Agreement, to effectuate the
purposes and provisions of this Agreement. In order to facilitate
the foregoing the Seller shall maintain its corporate existence for
a period of not less than one (1) year following the Closing Date."
6. The Final Disclosure Schedule shall be amended as set forth in the
Exhibit to this Agreement.
7. Except as modified by this Amendment No. 1, the Asset Purchase Agreement
remains in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed on their respective behalf, by their respective officers thereunto
duly authorized, all as of the day and year first above written.
SELLER:
APPLIED RESEARCH OF MARYLAND INC.
By _______________________ (Seal)
Title: __________________________
PURCHASER:
SPACE APPLICATIONS CORPORATION
By _______________________ (Seal)
Title: __________________________
Agreed and consented to: __________________________ (Seal)
DR. S.P.S. ANAND
