AMENDMENT
TO THE
ASSET PURCHASE AGREEMENT
by and between
P-Com, Inc., a Delaware corporation and
Cylink Corporation, a California corporation
Dated as of March 13, 1998
Article 3.2 of the Asset Purchase Agreement by and between
P-Com, Inc., a Delaware corporation and Cylink Corporation, a California
corporation, is hereby amended to read in its entirety as follows:
"Section 3.2 Purchase Price. Subject to the terms and
conditions of this Agreement (including, without limitation, adjustment pursuant
to Section 3.3 below), as consideration for the Business and the Assets: (a)
Purchaser shall pay to Seller Sixty Million Five Hundred Thousand Dollars
($60,500,000) (the "Purchase Price"); and (b) Purchaser shall assume the Assumed
Liabilities. The Purchase Price shall be paid as follows:
(1) Forty-Six Million Dollars ($46,000,000) shall be
paid in cash as of the Time of Closing (as defined in Section 6.1); and
(2) Fourteen Million Five Hundred Thousand Dollars
($14,500,000) shall be evidenced by an unsecured promissory note in the form
attached hereto as Exhibit 3.2."
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed as of the day and year first above written.
P-Com, Inc.,
a Delaware corporation
By:
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Xxxxxx X. Xxxxxxx
Secretary
Cylink Corporation,
a California corporation
By:
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Name:
Title:
2.
