EXHIBIT 2.2
EXECUTION COPY
FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT
THIS FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT is made as of
the 29th day of March, 1999, by and among ORC ACQUISITION CORP., a
Delaware corporation ("U.S. PURCHASER"), 3026186 Nova Scotia Company,
a Nova Scotia company ("CANADIAN PURCHASER", and collectively with
U.S. Purchaser, the "PURCHASERS"), Ameritech Corporation, a Delaware
corporation ("PURCHASERS' PARENT"), Anixter Inc., a Delaware
corporation ("U.S. SELLER"), Anixter Canada Inc., a Canadian
corporation ("CANADIAN SELLER", and collectively with U.S. Seller, the
"SELLERS"), and Anixter International Inc., a Delaware corporation
("SELLERS' PARENT").
RECITALS
WHEREAS, Purchasers, Purchasers' Parent, Sellers and Sellers'
Parent have entered into an Asset Purchase Agreement, dated as of
February 22, 1999 (the "ASSET PURCHASE AGREEMENT"); and
WHEREAS, Purchasers, Purchasers' Parent, Sellers and Sellers'
Parent wish (i) to amend the Asset Purchase Agreement as specified and
agreed below and (ii) to waive certain conditions precedent as
specified and agreed below to the obligations of Purchasers to close
the transactions contemplated by the Asset Purchase Agreement.
NOW THEREFORE, in consideration of the foregoing and the mutual
warranties, representations, covenants and agreements herein
contained, the parties hereby agree as follows:
XV SECTION 3.1 of the Asset Purchase Agreement is hereby amended
and restated in its entirety to read as follows:
3.1 PAYMENT OF PURCHASE PRICE. On the Closing Date, in
consideration for the sale of the Purchased Assets by each Seller,
Purchasers shall (a) assume the Assumed Obligations as provided in
SECTION 2.4 and (b) pay an aggregate purchase price (as it may be
adjusted pursuant to SECTION 3.2, the "PURCHASE PRICE") of One Hundred
Ninety Five Million Dollars ($195,000,000) as follows: (i) U.S.
Purchaser shall pay to U.S. Seller One Hundred Eighty Million Three
Hundred Seventy Five Thousand Dollars ($180,375,000), less (1) the
Holdback Amount and less or plus (2) the net amount of prorations
owing to or payable by U.S. Purchaser pursuant to SECTION 3.3 (to the
extent ascertainable on or prior to the Closing Date), payable to U.S.
Seller by electronic transfer to such account or accounts as U.S.
Seller shall specify to U.S. Purchaser in writing prior to the Closing
Date and (ii) Canadian Purchaser shall pay to Canadian Seller Fourteen
Million Six Hundred Twenty Five Thousand Dollars ($14,625,000), less
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or plus the net amount of prorations owing to or payable by Canadian
Purchaser pursuant to SECTION 3.3 (to the extent ascertainable on or
prior to the Closing Date), payable to Canadian Seller by electronic
transfer to such account or accounts as Canadian Seller shall specify
to Canadian Purchaser in writing prior to the Closing Date.
XVI Purchasers hereby (i) waive any right of Purchasers under
SECTION 8.6 of the Asset Purchase Agreement not to consummate the
transactions contemplated by the Asset Purchase Agreement as a result
of facts or circumstances known to Purchasers prior to 5:00 p.m.
Chicago time on Xxxxx 00, 0000, (xx) waive any right of Purchasers
under Section 8.10 of the Asset Purchase Agreement not to consummate
the transactions contemplated by the Asset Purchase Agreement, and
(iii) release and discharge all present and future claims or other
actions for any and all Losses incurred or suffered by Purchasers
relating to or arising out of or in connection with any breach of or
any inaccuracy in (or any alleged breach of or inaccuracy in) the
representation and warranty made by Sellers in SECTION 4.5(a) of the
Asset Purchase Agreement as a result of facts or circumstances known
by Purchasers prior to 5:00 p.m. Chicago time on March 24, 1999.
3. Each party represents and warrants that (i) the execution
and delivery of this First Amendment to Asset Purchase Agreement
has been duly and validly authorized and approved by its Boards
of Directors, (ii) no other proceedings (corporate or otherwise)
on its part are necessary to authorize this First Amendment to
Asset Purchase Agreement, and (iii) this First Amendment to
Asset Purchase Agreement has been duly and validly executed and
delivered by it and constitutes its valid and binding agreement,
enforceable against it in accordance with its terms.
4. Upon execution hereof, each reference in the Asset Purchase
Agreement to "this Agreement," "hereby," "hereunder," "herein,"
"hereof" or words of like import referring to the Asset Purchase
Agreement shall mean and refer to the Asset Purchase Agreement,
as amended by this First Amendment to Asset Purchase Agreement.
5. This First Amendment to Asset Purchase Agreement may be
executed in counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the
same instrument.
6. The capitalized terms used and not otherwise defined herein
shall have the meanings attributed thereto in the Asset Purchase
Agreement.
7. Except as expressly amended herein, the Asset Purchase
Agreement remains in full force and effect.
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[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK. SIGNATURE PAGE
FOLLOWS.]
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IN WITNESS WHEREOF, the parties hereto have caused this First
Amendment to Asset Purchase Agreement to be executed and delivered as
of the date first above written.
ANIXTER INC.
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice Presdient and Chief
Financial Officer
ANIXTER CANADA INC.
By: /s/ Xxxx X. Xxx
Name: Xxxx X. Xxx
Title: Authorized Representative
ANIXTER INTERNATIONAL INC.
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President and Chief
Financial Officer
ORC ACQUISITION CORP.
By: /s/ Xxxxxx X. Gold
Xxxxxx X. Gold
Secretary
3026186 NOVA SCOTIA COMPANY
By: /s/ Xxxxxx X. Gold
Xxxxxx X. Gold
Secretary
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AMERITECH CORPORATION
By: /s/ Xxxxxx X. Gold
Xxxxxx X. Gold
Secretary
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