AMENDMENT NO. 2 TO THE ASSET
PURCHASE AGREEMENT
AMENDMENT NO. 2 TO
THE ASSET PURCHASE AGREEMENT (this “ Amendment
”), dated as of January 31, 2007, between SKYTEL CORP.,
a Delaware corporation (“ Seller ”), and
BELL INDUSTRIES, INC., a California corporation (“
Purchaser ”).
WHEREAS,
the parties hereto have entered into that certain Asset Purchase
Agreement, dated as of November 10, 2006, as amended by
Amendment No. 1 to the Asset Purchase Agreement, dated as of
November 16, 2006 (the “ Asset Purchase
Agreement ”); and
WHEREAS,
the parties desire to amend the Asset Purchase Agreement as set
forth herein;
NOW,
THEREFORE, in consideration of the premises and the mutual
covenants contained herein and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:
1.
Definitions . Capitalized terms used in this
Amendment and not otherwise defined in this Amendment shall have
the meanings set forth in the Asset Purchase Agreement.
2.
Amendments to the Asset Purchase Agreement
.
(a)
Section 4.1 of the Asset Purchase Agreement is hereby
amended by adding, after the existing paragraph, the following new
paragraph:
“Notwithstanding
anything to the contrary in the preceding paragraph, the Closing
will be deemed to have occurred at 11:59 p.m. (New York City
time) on the Closing Date.”
(b)
Schedule 5.11(g) to the Asset Purchase Agreement is
hereby amended and restated in its entirety as set forth on
Exhibit A hereto.
(c)
Article VII of the Asset Purchase Agreement is hereby
amended by adding, after Section 7.13 , the following
new Section 7.14 :
“7.14
Third Party Software . Purchaser hereby acknowledges that
(i) computer hardware transferred as Purchased Assets,
including laptops, may contain Third Party Software and (ii)
Purchaser is not receiving any license to use any such Third Party
Software by virtue of the Asset Purchase Agreement or any
transaction document contemplated thereby. Purchaser hereby agrees
not to use any such Third Party Software which Purchaser does not
have a license to use. Within 30 days following the Clos
