Exhibit 99.3
LETTER AGREEMENT
April 24, 2003
VIA FACSIMILE
Xxxx X. Xxxx, Esq.
Xxxxxxx & Xxxxxx, LLP
Xxx Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxx Xxxx Xxxxx, Xxxxxxx 00000
Re: AirNet Communications Corporation
Dear Xx. Xxxx:
With reference to our letter to you dated January 20, 2003 (the "January 20
Letter") and the Escrow Agreement dated January 20, 2003 by and among AirNet
Communications Corporation, Tandem PCS Investments, L.P., SCP Private Equity
Partners II, L.P. ("SCP") and Mellon Ventures, L.P. (the "Escrow Agreement"), we
hereby agree to the extension of the Escrow Period (as defined in the Escrow
Agreement) in connection with the proposed financing by TECORE, Inc. and SCP
(the "Proposed Transaction") to June 30, 2003.
Accordingly, notwithstanding any provision to the contrary set forth in the
January 20 Letter or in the Escrow Agreement, if the Proposed Transaction has
not closed by 5:00 p.m. EST, Monday, June 30, 2003, you are hereby instructed to
immediately return the Escrowed Documents to the undersigned.
Please signify your acceptance of, and agreement with, the foregoing extension
of the Escrow Period by signing below.
Very truly yours, Accepted and Agreed:
Mellon Ventures, X.X. Xxxxxxx & Xxxxxx, LLP
By: MVMA, L.P., its General Partner
By: MVMA, Inc., its General Partner
By: /s/ Xxxx X. Xxxx By: /s/ Xxxx X. Xxxx
---------------- -----------------
Name: Xxxx X. Xxxx Name: Xxxx X. Xxxx, P.A.
Title: Partner Title: Partner
April 24, 2003
VIA FACSIMILE
Xxxx X. Xxxx, Esq.
Xxxxxxx & Xxxxxx, LLP
Xxx Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxx Xxxx Xxxxx, Xxxxxxx 00000
Re: AirNet Communications Corporation
Dear Xx. Xxxx:
With reference to our letter to you dated January 20, 2003 (the "January 20
Letter") and the Escrow Agreement dated January 20, 2003 by and among AirNet
Communications Corporation, Tandem PCS Investments, L.P., SCP Private Equity
Partners II, L.P. ("SCP") and Mellon Ventures, L.P. (the "Escrow Agreement"), we
hereby agree to the extension of the Escrow Period (as defined in the Escrow
Agreement) in connection with the proposed financing by TECORE, Inc. and SCP
(the "Proposed Transaction") to June 30, 2003.
Accordingly, notwithstanding any provision to the contrary set forth in the
January 20 Letter or in the Escrow Agreement, if the Proposed Transaction has
not closed by 5:00 p.m. EST, Monday, June 30, 2003, you are hereby instructed to
immediately return the Escrowed Documents to the undersigned.
Please signify your acceptance of, and agreement with, the foregoing extension
of the Escrow Period by signing below.
Very truly yours, Accepted and Agreed:
SCP Private Equity Partners II, X.X. Xxxxxxx & Xxxxxx, LLP
By: SCP Private Equity II General Partner, L.P.
By: SCP Private Equity II, LLC
By: /s/ Xxxxx X. Xxxxx By: /s/ Xxxx X. Xxxx
------------------ -----------------
Name: Xxxxx X. Xxxxx Name: Xxxx X. Xxxx, P.A.
Title: a manager Title: Partner
April 24, 2003
VIA FACSIMILE
Xxxx X. Xxxx, Esq.
Xxxxxxx & Xxxxxx, LLP
Xxx Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxx Xxxx Xxxxx, Xxxxxxx 00000
Re: AirNet Communications Corporation
Dear Xx. Xxxx:
With reference to our letter to you dated January 20, 2003 (the "January 20
Letter") and the Escrow Agreement dated January 20, 2003 by and among AirNet
Communications Corporation, Tandem PCS Investments, L.P., SCP Private Equity
Partners II, L.P. ("SCP") and Mellon Ventures, L.P. (the "Escrow Agreement"), we
hereby agree to the extension of the Escrow Period (as defined in the Escrow
Agreement) in connection with the proposed financing by TECORE, Inc. and SCP
(the "Proposed Transaction") to June 30, 2003.
Accordingly, notwithstanding any provision to the contrary set forth in the
January 20 Letter or in the Escrow Agreement, if the Proposed Transaction has
not closed by 5:00 p.m. EST, Monday, June 30, 2003, you are hereby instructed to
immediately return the Escrowed Documents to the undersigned.
Please signify your acceptance of, and agreement with, the foregoing extension
of the Escrow Period by signing below.
Very truly yours, Accepted and Agreed:
Tandem PCS Investments, X.X. Xxxxxxx & Xxxxxx, LLP
By: Life Cycles Holding Co.
By: /s/ Xxxx Xxxxxxxxx By: /s/ Xxxx X. Xxxx
------------------ -------------------------
Name: Xxxx Xxxxxxxxx Name: Xxxx X. Xxxx, P.A.
Title: Manager Title: Partner
AMENDMENT TO ESCROW AGREEMENT
This Amendment to Escrow Agreement (the "Amendment") is entered into on
April 24, 2003, by and among AIRNET COMMUNICATIONS CORPORATION, a Delaware
corporation (the "Company"), TANDEM PCS INVESTMENTS, L.P., a limited partnership
("Tandem"), SCP PRIVATE EQUITY PARTNERS II, L.P., a Delaware limited partnership
("SCP"), and MELLON VENTURES, L.P., a Delaware limited partnership ("Mellon" and
collectively with Tandem and SCP, the "Holders" and individually, a "Holder"),
and XXXXXXX & XXXXXX, LLP, as escrow agent (the "Escrow Agent").
Capitalized terms not defined herein shall have the meanings ascribed to
them in the Escrow Agreement dated January 20, 2003 by and among the Company and
Holders (the "Escrow Agreement").
RECITALS
A. Pursuant to the Escrow Agreement, as supplemented by a letter from the
Escrow Agent to the Holders dated February 4, 2003, each Holder delivered the
Escrowed Documents to the Escrow Agent and the Escrow Agent is holding such
Escrowed Documents in escrow under the terms of the Escrow Agreement.
B. Each Holder has provided a letter (the "Escrow Letter") to the Escrow
Agent, dated the date hereof, notifying the Escrow Agent of its agreement to the
extension of the Escrow Period from April 30, 2003 to Monday, June 30, 2003.
C. Pursuant to such Escrow Letter, the Company and the Holders have agreed
to amend the Escrow Agreement to extend the Escrow Period to June 30, 2003 and
to clarify certain provisions regarding delivery of the Escrowed Documents.
AGREEMENT
In consideration of the premises and the mutual agreements and covenants
herein contained and in order to carry out the escrow arrangement contemplated
by the Escrow Agreement, the parties hereby agree as follows:
1. Section 2 of the Escrow Agreement is amended in its entirety to read as
follows:
"2. Release of Escrowed Documents. The Escrowed Documents shall
remain in escrow until the earlier to occur of (a) receipt by the Escrow
Agent of written notice ("Closing Notice") signed by the Company of the
closing of a contemplated corporate financing of at least U.S.
$16,000,000 by TECORE, Inc. and SCP, or affiliates thereof; or (b) by
5:00 p.m. EST, Monday, June 30, 2003 (the "Escrow Period")."
2. Section 3 of the Escrow Agreement is amended in its entirety to read as
follows:
"3. Delivery of Escrowed Documents. If the Escrow Agent receives a
Closing Notice signed by the Company, the Escrow Agent shall promptly
release the Escrowed
Documents to the Company. If the Escrow Agent does not receive such
Closing Notice during the Escrow Period, the Escrow Agent shall promptly
after the end of the Escrow Period return the Escrowed Documents to the
respective Holders."
3. Except as provided in this Amendment, all of the terms of the Escrow
Agreement remain in full force and effect.
4. This Amendment shall be deemed to be made under, and shall be construed
in accordance with, the laws of the State of Delaware.
5. This Amendment will be binding upon, inure to the benefit of and be
enforceable by the parties and their respective successors and assigns.
6. This Amendment may be signed and executed in one or more counterparts,
each of which shall be deemed an original and all of which together
shall constitute one instrument.
(SIGNATURES APPEAR ON NEXT PAGE.)
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
Escrow Agreement to be executed as a document under seal by their duly
authorized officers as of the day and year first above written.
AIRNET COMMUNICATIONS CORPORATION
By: /s/ Xxxxx X. Xxxxx
--------------------------------
Xxxxx X. Xxxxx, President and CEO
TANDEM PCS INVESTMENTS, L.P.
By: Life Cycles Holding Co.
By: /s/ Xxxx Xxxxxxxxx
------------------------------------
Xxxx Xxxxxxxxx, Manager
SCP PRIVATE EQUITY PARTNERS II, L.P.
By: SCP Private Equity II General Partner, L.P.
By: SCP Private Equity II, LLC
By: /s/ Xxxxx X. Xxxxx
-----------------------------
Xxxxx X. Xxxxx, a manager
MELLON VENTURES, L.P.
By: MVMA, L.P., its General Partner
By: MVMA, Inc., its General Partner
By: /s/ Xxxx X. Xxxx
-----------------------------
Xxxx X. Xxxx, Partner
XXXXXXX & XXXXXX, LLP
By: /s/ Xxxx X. Xxxx
----------------------------
Xxxx X. Xxxx, P.A., Partner
