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EXHIBIT 2.2
AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT
This Amendment No. 1 to the Stock Purchase Agreement, dated as of July 17,
1996 (the "Purchase Agreement"), by and among Prince Holding Corporation, the
Sellers listed on Schedule 1 thereto, and Xxxxxxx Controls, Inc., is made by
and among the Sellers, PHC and Buyer as of this 25th day of September, 1996.
Capitalized terms used but not otherwise defined herein shall have the
respective meanings accorded such terms in the Purchase Agreement.
WHEREAS, the Sellers, PHC and Buyer, as a result of negotiations between
such parties relating to the provision of certain indemnities and services from
and after the Closing Date and in order to give effect to the terms of that
certain letter agreement dated September 20, 1996 by and among the Sellers, PHC
and Buyer, wish to amend the Purchase Agreement in certain respects, all upon
the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the premises and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto hereby agree as follows:
1. The Purchase Agreement is hereby amended as follows:
1.1 Each reference to the word "Agreement" in the Purchase Agreement (when
referring to the Purchase Agreement) shall be followed by the words ", as
amended."
1.2 Section 1 of the Purchase Agreement is hereby deleted in its entirety
and replaced with the following language:
"1. Purchase and Sale of Shares. On the terms and subject to the
conditions of this Agreement, at the Closing Sellers shall sell, transfer and
deliver to Buyer, and Buyer shall purchase from Sellers, all of the Shares
outstanding on the Closing Date, for an aggregate purchase price of
$1,225,392,540 (the "Initial Purchase Price")."
1.3 Section 2(a)(i) of the Purchase Agreement is hereby deleted in its
entirety and replaced with the following language:
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"(i) At the Closing, subject to and on the terms and conditions set forth
in this Agreement, Buyer shall deliver to Sellers (A) by wire transfer to bank
accounts designated in writing by the Sellers immediately available funds in an
amount equal to $725,392,540, (B) a promissory note in the aggregate amount of
$500,000,000 substantially in the form attached hereto as Exhibit B, (C)
certified copies of resolutions duly adopted on or prior to the date hereof by
Buyer's board of directors authorizing the execution, delivery and performance
of this Agreement and the Ancillary Agreements, (D) certified copies of Buyer's
certificate of incorporation and by-laws, (E) a certificate of the Secretary or
an Assistant Secretary of Buyer as to the incumbency of the officer(s) of Buyer
(who shall not be such Secretary or Assistant Secretary) executing this
Agreement or any Ancillary Agreement, (F) a short-form certificate of good
standing of Buyer, certified by the Secretary of State of Buyer's state of
incorporation as of a date not more than three business days prior to the
Closing Date, and (G) such other certificates and instruments that the Sellers
and their counsel may reasonably request."
1.4 Notwithstanding Sections 3(a)(iv), 3(b)(iv) and 8(j) of the Purchase
Agreement, the parties hereto hereby agree to waive any requirement that the
Lease and Services Agreement be executed and delivered as a condition of
Closing and further agree to use good faith efforts to negotiate, execute and
deliver a hangar facilities lease and aircraft services agreement as soon as
reasonably practicable following the Closing Date.
1.4 All references in the Purchase Agreement, including the Schedules
thereto, to the "Assignment, Assumption and Indemnification Agreement" shall be
revised to read "Indemnification and Stock Redemption Agreement."
1.5 The reference to "Schedule 4(k)" at the end of the eighth sentence of
Section 8(g)(i) of the Purchase Agreement shall be revised to read "Schedule
4(l)."
1.6 Section 17(iii) of the Purchase Agreement is hereby amended to add,
immediately after the address for Xxxx X. Xxxxxx, the following additional
address:
"PHC, L.L.C.
000 Xxxxx Xxxxxx, 0xx Xxxxx
Xxxxxxx, XX 00000
Attention: Xxxxxx Xxxxxxx".
1.7 Schedules 4(f)-1, 4(f)-2, 4(h), 4(o), 5(b), 8(g) and 25 to the Purchase
Agreement shall be replaced in their entirety with the corresponding schedules
attached to this Amendment,
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and Schedule 4(g) of the Purchase Agreement shall be amended to include the
supplemental information attached hereto as Schedule 4(g).
2. Miscellaneous.
2.1 Except as expressly set forth herein, no change is made hereby to the
terms and provisions of the Purchase Agreement and the Purchase Agreement shall
remain in full force and effect.
2.2 This Amendment may be executed in one or more counterparts, each of
which shall for all purposes be deemed to be an original and all of which
shall constitute the same instrument.
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IN WITNESS WHEREOF, the parties have caused this Amendment to be duly
executed as of the date first written above.
XXXXXXX CONTROLS, INC.
By: /s/ Xxxxx X. Xxx
Name: Xxxxx X. Xxx
Title: Attorney-in-Fact
PRINCE HOLDING CORPORATION
By: /s/ Xxxxxx Xxxxxxx
Name: Xxxxxx Xxxxxxx
Title: Treasurer and Secretary
SELLERS
By: /s/ Xxxxxx Xxxxxxx
Name: Xxxxxx Xxxxxxx
Title: Their Attorney-in-Fact
