AMENDMENT TO
ASSET PURCHASE AGREEMENT
THIS AMENDMENT (the "Amendment") to that certain Asset Purchase
Agreement dated April 30, 1999 (the "Agreement") is entered into this fourth day
of June, 1999, by and among Xxxx Microproducts Inc., a California corporation
("Seller") and PEMSTAR INC., a Minnesota corporation ("Buyer").
1. Capitalized terms not defined in this Amendment shall have the
meanings defined in the Agreement.
2. Amendment to Section 2.1 - "Purchase Price". The introductory
paragraph contained in Section 2.1 of the Agreement shall be deleted in its
entirety and shall be replaced with, and read:
"2.1 Purchase Price. The purchase price payable by
the Buyer to the Seller as consideration for the sale, assignment, transfer, and
delivery by the Seller to the Buyer (or a wholly owned subsidiary of Buyer to be
determined by Buyer) of the Acquired Assets, and the assumption by Buyer of the
Assumed Liabilities, Buyer, on the terms and conditions set forth herein, shall
be $40,500,000.00 (the "Purchase Price"). At the Closing, the Buyer shall
deliver to the Seller by wire transfer in immediately available funds
$34,000,000 (the "Partial Purchase Price Payment"). Subject to the Post-Closing
Adjustment in Section 2.5, Buyer will pay the balance of the Purchase Price at
the time of the payment to be made pursuant to Section 2.5(c)(1) or (2)."
3. Amendment to Section 2.2(a) - "Delivery". The following new sentence
shall be added to the end of Section 2.2(a): "The consummation of the
transactions contemplated by this Agreement shall occur at 6:00 a.m., Pacific
Daylight Time, on Monday, June 7, 1999."
4. Miscellaneous. Except as specifically modified or amended hereby,
the Agreement shall remain in full force and effect. No provision of this
Amendment may be modified or amended, nor shall any terms be waived, except
expressly in a writing signed by both parties.
[The Remainder of this Page Left Intentionally Blank]
IN WITNESS WHEREOF, the Buyer and the Seller have caused this Amendment to be
signed as of the date first written above.
"BUYER" PEMSTAR INC.
a Minnesota Corporation
By: ___________________________
Name: _________________________
Title: ________________________
"SELLER" XXXX MICROPRODUCTS INC.
a California Corporation
By: ___________________________
Name: _________________________
Title: ________________________
By: ___________________________
Name: _________________________
Title: ________________________
