861974v1 Exhibit 2.2
FIRST AMENDMENT
TO
ASSET PURCHASE AGREEMENT
FIRST AMENDMENT dated as of July 12, 1999 (this "Amendment") to ASSET
PURCHASE AGREEMENT dated as of May 25, 1999 (the "Agreement") among Allegiance
Healthcare Corporation, a Delaware corporation ("Buyer"), Isolyser Company,
Inc., a Georgia corporation ("Parent"), and MedSurg Industries, Inc., a Georgia
corporation ("MedSurg").
W I T N E S S E T H:
WHEREAS, the parties have entered into the Agreement whereby Parent
and MedSurg have agreed to sell, and Buyer has agreed to purchase, certain of
the assets of the Business (capitalized terms not defined herein having the
meanings ascribed to them in the Agreement); and
WHEREAS, the parties hereto desire to amend the Agreement as
hereinafter described.
NOW, THEREFORE, in consideration of the premises and the covenants and
other agreements set forth herein, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto, each intending to be contractually
bound, hereby agree as follows:
1. Amendment of Section 3.1 to the Agreement.
Section 3.1 shall to the Agreement is hereby amended and replaced with
the following:
" 3.1 Purchase Price. The purchase price for the Purchased
Assets (the "Purchase Price") shall be equal to $31,300,000 (the
"Preliminary Purchase Price"), as adjusted pursuant to Section 3.2
below. The Purchase Price shall be paid by Buyer in cash pursuant to
Section 4.2 hereof."
2. Deletion of Section 3.5 to the Agreement.
Section 3.5 to the Agreement shall be deleted in its entirety
including any definitions solely used and set forth in such section and listed
in Article I.
Section 3.5 to the Agreement is hereby replaced with the following:
"[This Section intentionally left blank]"
3. Amendment of Section 4.6 to the Agreement.
Section 4.6 to the Agreement is hereby amended and replaced in its
entirety with the following:
"4.6. Payments in Connection with Certain Personal Property
Leases.
Notwithstanding anything to the contrary, including Section 2.1(d),
Buyer and Parent hereby agree that (i) the leases set forth as items 1 and 2 on
Schedule 5.14 shall not be assigned by Parent to Buyer and therefore, shall not
be part of the Purchased Assets and (ii) with respect to such leases, Parent
shall make and be responsible for the timely payment of the amounts set forth in
Exhibit H to the Agreement and Parent shall invoice Buyer for such payments.
Buyer shall promptly pay such invoiced amounts to Parent."
4. Addition of Section 8.9 to the Agreement.
The following new Section 8.9 shall be added to the Agreement:
"Section 8.9. Orex Towel Arrangement. Parent shall sell to Buyer
OREX(R) towels (collectively, the "Towels") set forth on Exhibit A to
the First Amendment to the Agreement out of Parent's existing
inventory of such Towels at the discounted price per towel set forth
on such Exhibit until July 1, 2001. If at July 1, 2001, Buyer has not
enjoyed at least $500,000 of savings in discounted pricing on such
Towels, Parent shall pay to Buyer the lesser of (x) $150,000 or (y)
the difference between $500,000 and the present value of the savings
enjoyed by Buyer at a discount rate of 10% as of July 12, 1999 in
connection with the purchase of Towels."
5. Replacement of Certain Schedules.
The parties hereto agree that Schedule 2.4(B) to the Agreement is
replaced in its entirety by Schedule 2.4(B) attached to this Amendment as
Exhibit B and that such new Schedule shall be a part of the Agreement with the
same force and effect as though attached to the Agreement at the time of
execution thereof.
6. Miscellaneous.
Upon the execution and delivery hereof, the Agreement shall thereupon
be deemed to be amended as hereinabove set forth as fully and with the same
effect as though such amendments were set forth in the Agreement when executed
and delivered, and this Amendment and the Agreement shall henceforth be read,
taken and construed as one and the same instrument. Except as otherwise provided
in this Amendment, the Agreement shall continue in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment on
the date first above written.
ALLEGIANCE HEALTHCARE CORPORATION
By: ______________________________________
Name:
Title:
ISOLYSER COMPANY, INC.
By: ______________________________________
Name:
Title:
MEDSURG INDUSTRIES, INC.
By: ______________________________________
Name:
Title:
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861974v1