EXHIBIT 2.2
October 31, 2002
Warburg Pincus, LLC
Xxxxxxx X. Xxxxxx, Managing Director
Xxxxxxx X. Xxxxxxx, Managing Director
Dear Sirs:
This side letter, originally signed on September 21, 2002
and extended on October 16, 2002 and October 25, 2002, is hereby
amended and restated to read as follows:
As we have discussed with you, we have proposed to
Industri-Matematik International Corp. (the "Company") that it
enter into a letter of intent with us for exclusive negotiations
leading to a definitive agreement whereby we would purchase all
of the capital stock of the Company. The Board of Directors of
the Company has approved our proposal. As a condition to our
execution of the letter of intent, you must confirm (i) your
intention to support such a transaction provided that the cash
purchase price offered by us is at least $0.35 per share (a
"Qualifying Transaction") and (ii) your agreement that if a
merger agreement is executed between us and the Company regarding
such a Qualifying Transaction prior to November 4, 2002 you will,
depending on the structure of the transaction, either vote in
favor of such transaction or tender (and not withdraw) all of
your shares of the Company into the tender offer related to such
transaction.
Please confirm your agreement with the foregoing by
executing this letter in the space provided below.
Very truly yours,
Symphony Technology Group
By: /s/ Xxxxx Xxxxxx
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Accepted and agreed:
Warburg, Xxxxxx Investors, L.P.
By: Warburg, Xxxxxx & Co., its General Partner
By: /s/ Xxxxxxx X. Xxxxxx
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