AMENDMENT NO. 2
TO THE
ASSET PURCHASE AGREEMENT
by and between
P-COM, Inc., a Delaware corporation, and
Cylink Corporation, a California corporation,
dated as of March 13, 1998,
as amended by an Amendment
dated as of March 13, 1998,
dated as of March 27, 1998
AMENDMENT NO. 2 TO THE ASSET PURCHASE AGREEMENT
Section 6.1 of the Asset Purchase Agreement ("Asset Agreement"), as
amended, by and between P-COM, Inc., a Delaware corporation, and Cylink
Corporation, a California corporation, is hereby amended to read in its entirety
as follows:
"Section 6.1 Time of Closing. The transactions contemplated by this
Agreement shall be completed (the "Closing") on March 28, 1998 and shall be
legally effective as of 12:01 a.m.; provided however, that with respect to the
purchase and sale of the Accounts Receivable, the "AR Closing" and "AR Time of
Closing" shall refer to April 1, 1998. The Closing shall take place at the
offices of Xxxxxxxx & Xxxxxxxx LLP, 000 Xxxx Xxxx Xxxx, Xxxx Xxxx, Xxxxxxxxxx
00000. The "Closing" shall mean the deliveries to be made by the parties hereto
(other than to the extent related to the purchase and sale of the Assets) at the
Time of Closing in accordance with this Agreement."
B. Section 3.3(b) of the Agreement is hereby amended to include the
following language after the current last sentence of such section:
"; provided, however, that notwithstanding anything in Section 3.3(a)
or this Section 3.3(b) relating to the calculation of the Net Asset Amount, for
purposes of determining the Closing Date Balance Sheet and any Final Adjustment
only, the following definition shall be used to determine the Net Asset Amount
of the Business of the Seller at the Time of Closing: $1.1 million (representing
a credit for Seller's backlog) plus Inventory plus Accounts Receivable (less
allowance for doubtful accounts) plus Related Property minus all Assumed
Liabilities minus adequate reserves for warranty and support obligations as
determined by Price Waterhouse LLP, independent accountants, in accordance with
GAAP (provided that no reduction in the value of the Related Property for the
purpose of the Closing Date Balance Sheet shall be made for ordinary
depreciation calculated in accordance with GAAP and past practice, consistently
applied, that would otherwise accrue between December 31, 1997 and the Time of
Closing)."
Except as set forth here, all other terms of the Asset Agreement shall
remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of March 27, 1998.
P-COM, INC.,
a Delaware corporation
By:
-------------------------
Xxxxxx X. Xxxxxxx
Secretary
Cylink Corporation,
a California corporation
By:
-------------------------
Xxxxxx X. Xxxxxxx
Corporate Secretary
