EXHIBIT 10.15(d)
AMENDMENT NO. 2
TO
ASSET PURCHASE AGREEMENT
BY AND BETWEEN
SPACE APPLICATIONS CORPORATION
AND
APPLIED RESEARCH OF MARYLAND, INC.
THIS AMENDMENT NO. 2, dated as of June , 1997, by and between SPACE
APPLICATIONS CORPORATION and APPLIED RESEARCH OF MARYLAND, INC.
RECITALS
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WHEREAS, the parties hereto executed and delivered the Asset Purchase
Agreement, dated March 3, 1997, as amended by Amendment No. 1 to Asset
Purchase Agreement, dated April 11, 1997 and now wish to further amend certain
of the provisions of the Asset Purchase Agreement. Unless otherwise defined
herein, capitalized terms shall have the meanings given them in the Asset
Purchase Agreement
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants contained herein, the parties hereto agree to amend the Asset
Purchase Agreement as follows:
1. Section 1.1 shall be amended by revising paragraphs B and C of the
definition of Purchase Price to read as follows:
B. A payment to the Plan in the amount of Five hundred thirty thousand
nine hundred seventeen and No/100 ollars ($530,917.00), to be paid,
without interest, as follows: $271,017.00 shall be paid to the Plan
at Closing (the "Initial Plan Payment"); $34,900.00 shall be paid to
the Plan no later than the first anniversary of the Closing Date;
$162,500.00 shall be paid to the Plan no later than the second
anniversary of the Closing Date; and $62,500.00 shall be paid to the
Plan no later than the third anniversary of the Closing Date;
C. An assumption of liabilities of Seller to its Employees for
liabilities of Seller to its Employees for accrued and unpaid
vacation liabilities ("Vacation Liability") in an amount not to
exceed Two Hundred Fifty-Five Thousand Two Hundred and No/100
dollars ($255,200.00), to be paid or provided for by Purchaser to
such Employees in accordance with the Purchaser's existing vacation
policy as though such Vacation Liability had accrued under such
policy. The Purchaser shall make $127,600 of the Vacation Liability
available to be used by Employees as of the Closing Date, with the
balance of $127,600 to be credited to the Employees' Vacation
accounts one year following the Closing Date.
2. Except as modified by this Amendment No. 2, the Asset Purchase Agreement,
as amended by Amendment No. 1, remains in full force and effect.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed on their respective behalf, by their respective officers thereunto
duly authorized, all as of the day and year first above written.
SELLER:
APPLIED RESEARCH OF MARYLAND INC.
By _______________________ (Seal)
Title: __________________________
PURCHASER:
SPACE APPLICATIONS CORPORATION
By _______________________ (Seal)
Title: __________________________
OFFICIAL UNSECURED CREDITORS' COMMITTEE
By ______________________________
Title: __________________________
Agreed and consented to: __________________________ (Seal)
DR. S.P.S. ANAND
