Exhibit 2.2
AMENDMENT NO. 1
TO AGREEMENT AND PLAN OF MERGER
Dated as of November 24, 1998
TM Transitory Merger Corporation, a Michigan corporation ("BUYER"), TISM,
Inc., a Michigan corporation ("TISM") and Xx. Xxxxxx X. Xxxxxxxx (the "PRINCIPAL
STOCKHOLDER"), individually and as trustee of The Xxxxxx X. Xxxxxxxx Living
Trust, hereby agree as follows:
1. Reference to the Merger Agreement; Definitions. Reference is made to the
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Agreement and Plan of Merger dated as of September 25, 1998 (as amended,
the "Merger Agreement"), among Buyer, TISM and the Principal Stockholder.
Terms defined in the Merger Agreement and not otherwise defined herein are
used herein as so defined.
2. Amendments to Merger Agreement. The Merger Agreement is hereby amended as
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follows:
(a) Amendments to Section 5.05.
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(i) Clause (ii) of the first sentence of Section 5.05 is hereby
amended and restated so as to read in its entirety as follows:
"(ii) (a) a commitment letter dated as of the date hereof from
X.X. Xxxxxx Securities Inc. ("JPMSI") pursuant to which JPMSI has
committed, subject to the terms and conditions set forth or
referred to therein, to purchase subordinated debt securities in
the amount of $380,000,000 and (b) a preliminary offering
memorandum dated on or about November 24, 1998 relating to an
offering by Domino's, Inc. of $275,000,000 of Senior Subordinated
Notes due 2008 (which contemplates the concurrent sale of
$105,000,000 of Preferred Stock);" and
(ii) The second sentence of Section 5.05 is hereby amended and
restated so as to read in its entirety as follows: "The
aforementioned credit agreements and commitments to purchase debt
and equity securities shall be referred to as the "FINANCING
AGREEMENTS" and the financing described in clauses (i), (ii)(a)
or (b), and (iii) shall be referred to as the "FINANCING.""
3. Waiver under Merger Agreement. Reference is made to the Amended and
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Restated Retention Agreements with Xxxxxxx Xxxxx and Xxx Xxxxxx (the
"Amended and Restated Retention Agreements"), a copy of which has been
furnished to Buyer. The Buyer hereby waives the provisions of the Merger
Agreement solely to the extent necessary to permit the execution and
delivery of the Amended and Restated Retention Agreements.
4. Miscellaneous. Except to the extent specifically amended or waived hereby
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the provisions of the Merger Agreement have not been otherwise amended or
waived, and the Merger Agreement as amended and waived hereby is hereby
confirmed as being in full force and effect. This Amendment may be executed
in any number of counterparts which together shall constitute one
instrument, shall be governed by and construed in accordance with the law
of the State of New York, without regard to the conflict of law rules of
such state. This Agreement shall become effective when each party hereto
shall have received a counterpart hereof signed by each other party hereto.
In WITNESS WHEREOF, the parties have executed and delivered this Amendment
or caused this Amendment to be executed and delivered by their duly authorized
officers as of the date first above written.
TM TRANSITORY MERGER CORPORATION
By: /s/ Xxxxxx Xxxxxx
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Name: Xxxxxx Xxxxxx
Title: Vice President
TISM, INC.
By: /s/ Xxxxxx X. Xxxxxxxx
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Name: Xxxxxx X. Xxxxxxxx
Title: Chairman and CEO
/s/ Xxxxxx X. Xxxxxxxx
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XXXXXX X. XXXXXXXX
Individually and as Trustee
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