Exhibit 10.97
P-COM, INC.
0000 Xxxxx Xxxxxxxxxx Xxxxxxxxx
Xxxxxxxx, Xxxxxxxxxx 00000
April , 2002
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To the Beneficial Holders of the Notes
Listed on the Signature Pages hereof
Letter of Intent regarding Proposed Restructuring of
4 1/4% Convertible Subordinated Notes due 2002 (the "Notes")
Ladies and Gentlemen:
This letter, upon execution and delivery of counterparts thereof to P-Com,
Inc. (the "Company"), shall constitute and confirm an agreement between the
Company and each beneficial holder (each an "Undersigned Holder") of Notes (in
the aggregate principal amount indicated in the signature block of such
Undersigned Holder below) delivering such a counterpart regarding the
restructuring of the Notes as further described below (the "Restructuring").
Section 1. The Restructuring. The terms of the Restructuring shall be
as set forth in the Annex hereto.
Section 2. Closing Date. The closing date of the Restructuring shall
occur on November 1, 2002, subject to due satisfaction or waiver of the closing
conditions to consummation of the Restructuring provided for in the definitive
documentation for the Restructuring.
Section 3. Agreement to Accept Restructuring. Intending to be bound
hereby, the Company and each Undersigned Holder, in respect of the full
aggregate principal amount of Notes beneficially held by such Undersigned Holder
and listed in the signature block of such Undersigned Holder's counterpart
hereto, agree to accept and consummate the Restructuring on the terms and
subject to the conditions thereof described in this Letter of Intent (including
the Annex hereto) and each Undersigned Holder agrees to effect such delivery of
the Notes beneficially held by it in such principal amount, and the parties
hereto agree otherwise to execute and deliver such documentation, as is
contemplated in this Letter of Intent to consummate the Restructuring on such
terms and subject to such conditions. Notwithstanding the foregoing, in the
event that P-Com should enter into an agreement with any holder of a beneficial
interest in the Notes providing for issuance of restructured notes in a
restructuring of the Notes so beneficially held by such holder on terms
("Alternative Restructuring Terms") more favorable to such holder than are the
terms of the Restructuring provided for herein to the Undersigned Holders, any
Undersigned Holder may, at such Undersigned Holder's election upon such
Undersigned Holders agreement to be bound by such Alternative Terms, be released
from its obligation to consummate the Restructuring provided for herein.
Section 4. Fees and Expenses. Each of the Company and the Undersigned
Holder shall be responsible for its own costs and expenses incurred in
connection with the Restructuring, whether or not the Restructuring is
consummated.
Section 5. Effectiveness, Termination of Letter of Intent. The
agreements contained herein shall become effective only on such date on which
counterparts of this Letter of Intent shall have been executed and delivered by
the Company and beneficial holders of Notes whose counterpart signature blocks
hereto list principal amounts of Notes that aggregate to an amount of at least
$11,000,000. This Letter of Intent shall be of no force or effect unless and
until such counterparts are so executed and delivered. Except for the provisions
of Section 4 hereof, this Letter of Intent will be superceded, and will be of no
further force or effect, upon the consummation of the Restructuring on the
Closing Date or if such consummation has not occurred on or before November 1,
2002, on November 1, 2002.
Section 6. Governing Law, Amendments, Etc. This Letter of Intent shall
in all respects be governed by and construed in accordance with the laws of the
State of New York. This Letter of Intent may only be amended by a written
instrument signed by authorized representatives of each of the parties hereto.
This Letter of Intent may be executed by the parties hereto in counterparts and
by facsimile transmission, each of which shall be deemed to constitute an
original, but all of which together shall constitute one and the same
instrument.
Section 7. Entire Understanding. This Letter of Intent embodies the
entire understanding of the parties with respect to the Restructuring
contemplated hereby and supersedes all prior written or oral commitments,
arrangements or understandings with respect thereto.
Please indicate your agreement with the foregoing by signing a copy of
this letter and returning it to the Company via facsimile no. ;
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Attention: .
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Very truly yours,
P-COM, INC.
By /s/ Xxxxxxxx X. Xxxxxxxxxx
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Name: Xxxxxxxx X. Xxxxxxxxxx
Title: Chief Financial Officer
2
HOLDER COUNTERPART
to
Letter of Intent dated as of April , 2002
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Accepted and agreed to as of
the date first above written:
NAME OF BENEFICIAL NOTEHOLDER:
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By
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Name:
Title:
Principal Amount of Notes Beneficially Held: $
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