Exhibit 2.2
FIRST AMENDMENT
TO
STOCK PURCHASE AGREEMENT
THIS FIRST AMENDMENT to Stock Purchase Agreement ("Amendment") is
made as of September 17, 1999, by UNITED XXXXXXX CORPORATION, a
Colorado corporation (the "Buyer"), and XXXXX X. XXXXXXXX ("HAK"),
XXXXXXX X. XXXXXXXX ("BJK"), THE XXXXX X. XXXXXXXX REVOCABLE
TRUST, Xxxxx X. Xxxxxxxx and Xxxxxxx X. Xxxxxxxx, Trustees, dated
February 6, 1996 ("HAK Trust") and THE XXXXXXX X. XXXXXXXX
REVOCABLE TRUST, Xxxxxxx X. Xxxxxxxx and Xxxxx X. Xxxxxxxx,
Trustees, dated February 6, 1996 ("BJK Trust"), the XXXXXXXX
FAMILY NOMINEE TRUST, Xxxxx X. Xxxxxxxx and Xxxxxxx X. Xxxxxxxx,
Trustees, under Declaration of Trust dated February 6, 1996 and
recorded with the Berkshire County (Middle District) Registry of
Deeds in Book 910, Page 800 ("Family Trust") (HAK, BJK, the HAK
Trust, the BJK Trust and the Family Trust, collectively referred
to as the "Sellers") hereby make this First Amendment to the Stock
Purchase Agreement dated August 27, 1999.
The Stock Purchase Agreement shall be amended as follows:
A. Section 2.2 (a) shall be revised as follows:
"(a) at the Closing, Buyer will deliver the following to Sellers
as provided in Section 2.4: (i) $1,700,000.00, less any amount
paid to Xxxxxx & Xxxxxxxx, pursuant to Section 11.1, in cash; and
(ii) the Promissory Note with an aggregate principal amount of
$1,750,000.00 subject to the provisions of Section 10.8; and (iii)
a promissory note with an aggregate principal amount of
$2,200,000.00; and"
B. Section 2.3 - insert September 29, 1999.
C. Section 2.4 (b) (i) shall be revised as follows:
"(i) all cash proceeds shall be made by bank cashier's check made
payable to the order of the XXXXXXXX FAMILY NOMINEE TRUST, Xxxxx
X. Xxxxxxxx and Xxxxxxx X. Xxxxxxxx, Trustees, under Declaration
of Trust dated February 6, 1996;"
D. Add new Section 2.4 (b) (v) as follows:
"(v) a promissory note payable to the Family Trust in the
principal amount of $2,200,000.00 in a form mutually acceptable to
the parties hereto (the "Short Term Promissory Note")."
E. Section 7.8 shall be deleted in its entirety.
F. Section 7.9 shall be deleted in its entirety.
G. Section 7.11 shall be revised as follows:
"As of the Closing, the Company must have at least $500,000.00 in
cash balances; and accounts receivable plus inventory minus
accounts payable shall be not less than $1,680,000.00, subject in
all respects to the provisions of Section 5.2."
H. Section 8.5 shall be revised as follows:
"As of the Closing, the Company must have at least $500,000.00 in
cash balances; and accounts receivable plus inventory minus
accounts payable shall be not less than $1,680,000.00, subject in
all respects to the provisions of Section 5.2."
I. Section 8.7 shall be deleted in its entirety.
J. Section 9.1 (b) delete September 1, 1999 and replace with
September 30, 1999.
K. Section 10.2 (e) shall be revised as follows:
"(e) any matter disclosed in the Disclosure Letter;"
In all other respects the Stock Purchase Agreement dated August
27, 1999 is hereby ratified and confirmed.
IN WITNESS WHEREOF, the parties have executed this Amendment as a
sealed instrument as of the day and year first above written.
BUYER: SELLERS:
UNITED XXXXXXX CORPORATION /s/ Xxxxx X. Xxxxxxxx
Xxxxx X. Xxxxxxxx
/s/ Xxxxxxx X. Xxxxxxxx
By /s/Xxxxxx X. Xxxxxxxxx, Xx. Xxxxxxx X. Xxxxxxxx
Xxxxxx X. Xxxxxxxxx, Xx.
Its President THE XXXXX X. XXXXXXXX
REVOCABLE TRUST
By: /s/ Xxxxx X. Xxxxxxxx
Xxxxx X. Xxxxxxxx, Trustee
By: /s/ Xxxxxxx X. Xxxxxxxx
Xxxxxxx X. Xxxxxxxx, Trustee
THE XXXXXXX X. XXXXXXXX
REVOCABLE TRUST
By: /s/ Xxxxxxx X. Xxxxxxxx
Xxxxxxx X. Xxxxxxxx, Trustee
By: /s/ Xxxxx X. Xxxxxxxx
Xxxxx X. Xxxxxxxx, Trustee
XXXXXXXX FAMILY NOMINEE TRUST
By: /s/ Xxxxx X. Xxxxxxxx
Xxxxx X. Xxxxxxxx, Trustee
By: /s/ Xxxxxxx X. Xxxxxxxx
Xxxxxxx X. Xxxxxxxx, Trustee
PITTSFIELD MOLD & TOOL, INC.
By: /s/ Xxxxx X. Xxxxxxxx
Xxxxx X. Xxxxxxxx, President
