EXHIBIT 10.23
SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT
THIS SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT (the "Amendment")
is entered into as of October 22, 2003 (the "Second Amendment Effective Date"),
by and between 3COM CORPORATION, a Delaware corporation ("Seller"), and MARVELL
SEMICONDUCTOR, INC., a California corporation ("Buyer"), with reference to the
following facts:
A. Seller and Buyer have entered into that certain Purchase and
Sale Agreement dated August 15, 2003, as amended by that certain First Amendment
to Purchase and Sale Agreement dated October 15, 2003 (collectively, the
"Purchase Agreement"), pursuant to which Seller agreed to sell to Buyer, and
Buyer agreed to buy from Seller, the real property commonly known as 5400-5460
Xxxxxxxx Xxxxx, Xxxx xxx Xxxxxx xx Xxxxx Xxxxx, Xxxxxxxxxx, as more particularly
described therein (the "Property"), subject to the terms and conditions of the
Purchase Agreement.
B. The parties have agreed to further amend certain provisions of
the Purchase Agreement as specifically set forth in this Amendment, subject to
the terms and conditions contained herein.
NOW, THEREFORE, in consideration of the foregoing, and for
other good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the parties hereto agree as follows (capitalized terms used
herein but not herein defined shall have the meaning ascribed to them in the
Purchase Agreement):
1. Buyer's Election to Purchase. Based upon Buyer's
review of the Property during the Feasibility Period, Buyer hereby elects to
proceed with the purchase of the Property. This Amendment shall constitute
written notice of Buyer's election to purchase the Property pursuant to Section
5.2.1 of the Purchase Agreement and shall supersede any provisions of said
Section 5.2.1 regarding the manner in which such notice of Buyer's election to
purchase the Property is to be given. Seller and Buyer further acknowledge and
agree that, notwithstanding anything to the contrary in Section 2.1 of the
Purchase Agreement, the Additional Deposit, in the amount of $2,000,000, shall
be made by Buyer into Escrow on or before 5:00 p.m. on October 23, 2003.
2. Extension of Closing Date. Seller and Buyer hereby
agree that the Closing Date (defined in Section 8.1 of the Purchase Agreement)
shall be extended from October 31, 2003, to, and the Closing shall occur on,
November 7, 2003; and all references in the Purchase Agreement to the Closing
Date shall mean November 7, 2003.
3. Effectiveness of Purchase Agreement. Except as
provided in this Amendment, the provisions of the Purchase Agreement remain
unchanged and in full force and effect in accordance with their terms.
4. Effectiveness of Amendment. This Amendment will be
effective as of the Second Amendment Effective Date. Each party warrants and
represents to the other party that
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the individual executing this Amendment on behalf of the party has authority to
execute this Amendment.
5. Miscellaneous. This Amendment may be executed in
counterparts, all such executed counterparts shall constitute the same
agreement, and the signature of any party to any counterpart shall be deemed a
signature to, and may be appended to, any other counterpart. In order to
expedite the transaction contemplated herein, telecopied signatures may be used
in place of original signatures on this Amendment. Seller and Buyer intend to be
bound by the signatures on the telecopied document, are aware that the other
party will rely on the telecopied signatures, and hereby waive any defenses to
the enforcement of the terms of this Amendment based on the form of signature.
IN WITNESS WHEREOF, Seller and Buyer have executed this Amendment as of
the date first set forth above.
SELLER:
3 COM CORPORATION
a Delaware corporation
By: _____________________________
Name: XXXX XXXXXX
Title: CFO
BUYER:
MARVELL SEMICONDUCTOR, INC.,
a California corporation
By: ____________________________
Name: DR. XXXXX XXXXXXXX
Title: PRESIDENT & CEO
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