1
EXHIBIT 2.2
LCC INTERNATIONAL, INC.
0000 XXXXX XXXXXX XXXXX
XXXXXX, XXXXXXXX 00000
October 22, 1999
Ericsson Radio Systems AB
X-000 00 Xxxxxxxxx
Xxxxxx
RE: ASSET PURCHASE AGREEMENT, DATED AS OF AUGUST 25, 1999,
AMONG LCC INTERNATIONAL, INC., LCC EUROPE AS AND ERICSSON
RADIO SYSTEMS AB (THE "AGREEMENT")
Ladies and Gentlemen:
This side letter modifies the above-referenced Agreement. All terms
not otherwise defined herein have the meanings set forth in the Agreement. LCC,
LCC AS and Purchaser hereby agree as follows:
1. American Express Credit Cards. The Accepting Employees
employed by LCC (the "LCC Accepting Employees") who have
previously been issued American Express credit cards by
LCC are hereby permitted to continue to use such cards from
the date hereof until the earlier of (i) the date upon
which Purchaser provides a similar credit card to such LCC
Accepting Employees and (ii) thirty (30) days after the
date hereof. Purchaser will reimburse LCC for all such
charges and processing fees incurred by LCC in connection
with such LCC Accepting Employees' use of the American
Express credit cards during such period of time.
2. AT&T Phone Cards. The LCC Accepting Employees who have
previously been issued AT&T phone cards by LCC are hereby
permitted to continue to use such cards from the date
hereof until the earlier of (i) the date upon which
Purchaser provides a
2
Ericsson Radio Systems AB
October 22, 1999
Page 2 of 4
similar phone card to such LCC Accepting Employees and (ii)
thirty (30) days after the date hereof. Purchaser will
reimburse LCC for all charges and processing fees incurred by
LCC in connection with such LCC Accepting Employees' use of
the AT&T phone cards during such period of time.
3. Accepting Employee Payroll, Payroll Taxes, Other Direct
Payroll Expenses. LCC will continue to pay the salaries,
payroll taxes and other direct payroll expenses of the LCC
Accepting Employees from October 23, 1999 until the close
of business on October 29, 1999. Purchaser will promptly
reimburse LCC for the entire amount of the payroll for the
semi-monthly payroll period ending October 29, 1999, as
well as for all payroll taxes and other direct payroll
expenses incurred by LCC from October 23, 1999 until the
close of business on October 29, 1999 in connection with
the LCC Accepting Employees. It is understood that the
entire amount of the payroll for the period from October
16, 1999 to October 22, 1999 shall appear as a liability on
the Closing Statement of Net Assets.
4. Amendment to Section 1.5(a). Section 1.5(a) of the Agreement
is hereby amended, effective as of the date of the Agreement,
by deleting the second sentence thereof.
5. Amendment to Section 1.5(b). Section 1.5(b) of the Agreement
is hereby amended, effective as of the date of the Agreement,
to read in its entirety as follows:
"(b) The "Holdback Amount" shall be equal to one-half of
the amount of the accounts receivable, net of reserves
therefore, set forth on the Closing Statement of Net Assets.
6. Amendment to Section 1.6 Lead-in Language. The lead-in
language to Section 1.6 is hereby amended, effective as of the
date of the Agreement, to read as follows:
"The Purchase Price shall be subject to adjustment
pursuant to Section 1.6(d) (as adjusted, the "Final
Adjusted Purchase Price")."
7. Amendments to Section 1.6(d). (a) Section 1.6(d)(i) is hereby
amended, effective as of the date of the Agreement, by
deleting the language "and LCC shall, within five Business
Days of such
3
Ericsson Radio Systems AB
October 22, 1999
Page 3 of 4
determination, pay such amount to the Purchaser by wire
transfer in immediately available funds".
(b) Section 1.6(d)(ii) is hereby amended, effective as of the
date of the Agreement, by deleting from clause (ii) the
language "and the Purchaser shall, within five Business Days
of such determination, pay the amount of such excess to LCC by
wire transfer in immediately available funds".
(c) The proviso at the end of 1.6(d) is deleted in its
entirety.
8. New Section 1.6(e). Section 1.6(e) is hereby amended,
effective as of the date of the Agreement, to read in its
entirety as follows:
"(e) Within five Business Days of the date on which the
Purchase Price adjustment is made pursuant to Section 1.6(d),
a cash payment in an amount equal to the Final Adjusted
Purchase Price less the sum of (x) the Closing Payment Amount
(as defined below in Section 1.6(f)), (y) the amount of the
cash advance by Ericsson to LCC prior to the Closing (i.e.,
$700,000) and (z) the Holdback Amount. If this amount is a
positive amount, such amount shall be paid by Ericsson to LCC.
If this amount is a negative amount, such amount shall be paid
by LCC to Ericsson."
9. New Section 1.6(f). A new Section 1.6(f) is hereby added,
effective as of the date of the Agreement, which reads as
follows:
"(f) The parties agree that the portion of the Purchase Price
payable at the Closing shall be Eighteen Million Four Hundred
Seventy Two Thousand Dollars ($18,472,000) (the "Closing
Payment Amount"). Such amount shall be payable by Purchaser to
LCC on the Closing Date in immediately available United States
funds."
10. Interpretation of Sections 4.3, 4.4, 5.3 and 5.4 of the
Agreement. Notwithstanding anything to the contrary in the
Agreement, (i) the representations and warranties with
respect to the absence of conflict with, or violation of,
or required consent under, any statute, law, ordinance,
order by a Governmental Authority, rule or regulation
(other than a statute, law, ordinance, order by a
Governmental Authority, rule or regulation of a United
States Governmental Authority) contained in Sections 4.3
and 5.3 of
4
Ericsson Radio Systems AB
October 22, 1999
Page 4 of 4
the Agreement shall be deemed to be made "to the best
knowledge" of the party making such representations and
warranties, and (ii) the representations and warranties with
respect to Consents of Governmental Authorities, other than
United States Governmental Authorities, contained in Sections
4.4 and 5.4 of the Agreement shall be deemed to be made "to
the best knowledge" of the party making such representations
and warranties.
5
Ericsson Radio Systems AB
October 22, 1999
Page 5 of 4
Please indicate Purchaser's agreement to this side letter by signing
your name below.
Sincerely,
LCC INTERNATIONAL, INC.
/s/ XXXXX X. XXXXXX
-----------------------------------------
By: Xxxxx X. Xxxxxx
Its: Vice President, General Counsel and
Secretary
LCC EUROPE AS
/s/ XXXXX X. XXXXXX
-----------------------------------------
By: Xxxxx X. Xxxxxx
Its: Chairman
AGREED:
ERICSSON RADIO SYSTEMS AB
/s/ XXXXXXXX XXXXXX
-------------------------
By: Xxxxxxxx Xxxxxx
Attorney-in-Fact
