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EXHIBIT 2.2
Preferred Networks, Inc.
Preferred Technical Services, Inc.
000 Xxxxxx Xxx
Xxxxxxxx, Xxxxxxx 00000
May 20, 1999
Wireless Services Operating Corporation
c/o Saratoga Partners IV, L.P.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Re: Asset Purchase Agreement ("Agreement") by and between Wireless Services
Operating Corporation ("WSOC"), which intends to change its name to
Preferred Technical Services, Inc., Preferred Networks, Inc. ("PNI"),
and Preferred Technical Services, Inc. ("PTS"), a wholly owned
subsidiary of PNI, for the acquisition of substantially all of the
assets of PTS, dated April 19, 1999.
Ladies and Gentlemen:
In reference to the Agreement referenced above, we have been unable to
fulfill the requirements of Section 9.1(c) of the Agreement within the timeframe
contemplated by such Section. We request that you extend the termination date
set forth in Section 9.1(c) to Wednesday, May 26, 1999. As consideration for
this extension, we agree to reduce the Purchase Price set forth in Section
2.3(a)(i) to $3.25 million, as further adjusted as set forth in such Section.
Each of PNI and PTS hereby reaffirms all of the representations and
warranties of each of them set forth in the Agreement and affirms that each of
PNI and PTS has fully complied with all covenants of each of them set forth in
the Agreement.
All provisions of the Agreement not specifically modified hereby shall
remain in full force and effect.
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Please indicate your agreement to extend the termination date as set
forth above by signing in the space provided below.
Preferred Networks, Inc.
By: /s/ Xxxx X. Xxxxxxx
Name: Xxxx X. Xxxxxxx
Title: Chief Executive Officer
Preferred Technical Services, Inc.
By: /s/ Xxxx X. Xxxxxxx
Name: Xxxx X. Xxxxxxx
Title: Chief Executive Officer
Agreed and accepted:
Wireless Services Operating Corporation
By: /s/ Xxxxxxx X. Xxxxxxxxx
Name: Xxxxxxx X. Xxxxxxxxx
Title: Vice President
