AMENDMENT TO TRANSITION SERVICES
AGREEMENT
BETWEEN
HARRIS STRATEX NETWORKS, INC.
AND
HARRIS CORPORATION
This Amendment
to Transition Services Agreement (this “ Amendment
”) is made as of Dec. 12, 2008 (the “ Amendment
Effective Date ”) between Harris Stratex Networks, Inc.,
a company incorporated under the laws of the State of Delaware,
having a place of business at 637 Davis Drive, Morrisville, NC
27560 (hereinafter referred to as the “ Company
”) and Harris Corporation, a company incorporated under the
laws of the State of Delaware, having a place of business at 1025
W. NASA Blvd., Melbourne, FL 32919 (hereinafter referred to as
“ Harris ” and collectively with the Company
referred to herein as the “ Parties
”).
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A.
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The
Parties entered into a Transition Services Agreement, dated
January 26, 2007, (the “ Transition Services
Agreement ”), which Transition Services Agreement was
amended by that certain Number 1 Amendment to Transition Services
Agreement executed October 29, 2007 (such Number 1 Amendment
to Transition Services Agreement is referred to herein as “
Amendment No. 1 ”). All capitalized terms used
herein but not defined herein shall have the respective meanings
specified in the Transition Services Agreement.
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B.
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In
accordance with Section 6.03 of the Transition Services
Agreement, the Parties now desire to further amend the Transition
Services Agreement as hereinafter provided. The Parties also now
desire to terminate in all respects Amendment No. 1, such
termination to be effective from and after the Amendment Effective
Date.
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C.
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NOW, THEREFORE, in consideration of
the mutual promises and covenants included herein and for other
good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the Parties agree as
follows:
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1.
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Amendment to
Section 1.07(b) Section 1.07(b) of the
Transition Services Agreement is hereby replaced and amended to
read in its entirety as follows:
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“(b) In
the event any cost is incurred by Harris or any of its Affiliates
in connection with obtaining or soliciting the consent of any third
party in accordance with Section 1.07(a) , such cost
shall be paid by the Company and the Company shall reimburse Harris
or any of its Affiliates, as the case may be, upon receipt of an
invoice from Harris or its Affiliates, as applicable, with respect
to such costs. If this Agreement is terminated solely by reason of
Harris ceasing to be the majority owner of the Company’s
voting interest, Harris and the Company agree to engage
1
commercially
reasonable efforts to transfer the software licenses exclusively
used by the Company, such transfer being wholly dependent on the
software licensor’s consent to such
transfer.”
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2.
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Amendment to
Section 2.01 . Section 2.01 of the
Transition Services Agreement is hereby replaced and amended to
read in its entirety as follows:
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“Section 2.01 Cost of the
Services . In
consideration of the provision of the Services, the Company shall
pay to Harris, without set-off, a service fee for each such Service
in the amount equal to the sum of (a) all internal costs allocated
to the maximum extent reasonably practicable to the provision of
such Service on a fully allocated basis, consistent with the
allocation methodology used to determine charges for internal
allocations to the other operating segments of Harris, as such
allocation methodology or amounts may be changed from time to time
at the discretion of Harris; provided, however, that if a Service
is provided on a basis other than an allocation, the costs to be
paid by the Company shall be the costs to Harris or as set forth on
Schedule I (for example, hourly billing rates), (b) a ten
percent (10%) administrative and management fee applied to
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