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EXHIBIT 2.2
CONTRIBUTION AGREEMENT
THIS CONTRIBUTION AGREEMENT (this "Agreement") is made as of
August 30, 1999, by and between Xxxxxxx Electronics, Inc., a Delaware
corporation ("Assignor") and Xxxxxxx Electronics, LLC, a Delaware limited
liability company and wholly-owned subsidiary of Assignor ("Assignee").
The parties hereto agree as follows:
1. Assignor does hereby irrevocably assign, transfer and
convey to Assignee, its successors and assigns, and Assignee hereby accepts, all
right, title and interest in all of Assignor's assets, of whatever nature or
kind, other than the capital stock of Xxxxxxx Intermediate Holdings, Inc., the
limited liability company interest in Assignee held by Assignor and any other
capital stock of the Assignor in its subsidiaries which will remain with the
Assignor.
2. Assignee does hereby assume and agree to discharge and
perform all of the liabilities and obligations of Assignor of whatever kind or
nature other than the liabilities under Assignor's (i) Credit Agreement, dated
as of June 28, 1999 among the Assignor, the Chase Manhattan Bank and others and
(ii) Note Purchase Agreement, dated as of June 28, 1999 among Assignor, Xxxxxx
Xxxxxxx Xxxx Xxxxxx and others and the senior subordinated notes issued
thereunder, which liabilities and obligations will remain with the Assignor.
Nothing contained in this Agreement shall be construed as enlarging or extending
in any manner the period prescribed by any statute of limitations applicable to
any such liabilities or obligations or the rights which any owner, holder or
obligee thereof has had, now has or may hereafter have in respect thereof
against the Assignor, or as rendering valid or enforceable against the Assignee
any of such liabilities and obligations which, for any reason, would not have
been valid and enforceable against the Assignor.
3. To the extent that any contract comprising any of
Assignor's assets is not capable of being sold, assigned, transferred, delivered
or subleased without the waiver or consent of a third person (including a
government or governmental unit), or if such sale, assignment, transfer,
delivery or sublease or attempted sale, assignment, transfer, delivery or
sublease would constitute a breach thereof or a violation of any law or
regulation, this Agreement and any assignment executed pursuant hereto shall not
constitute a sale, assignment, transfer, delivery or sublease or an attempted
sale, assignment, transfer, delivery or sublease thereof. In those cases where
consents, assignments, releases and/or waivers have not been obtained at or
prior to the date hereof to the transfer and assignment to Assignee of any
contract comprising any of Assignor's assets, this Agreement and any assignment
executed pursuant hereto, to the extent permitted by law, shall constitute an
equitable assignment by Assignor to Assignee of all of Assignor's rights,
benefits, title and interest in and to such contracts, and where necessary or
appropriate, Assignor shall be deemed to be Assignee's agent for the purpose of
completing, fulfilling and discharging all of Assignee's rights and liabilities
arising after the date hereof under such contracts, Assignor shall use its best
efforts to provide Assignee with the financial and business benefits of such
contracts (including, without limitation, permitting
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Assignee to enforce any rights of Assignor arising under such contracts), and
Assignee shall, to the extent Assignee is provided with the benefits of such
contracts, assume, perform and in due course pay and discharge all debts.
obligations and liabilities of Assignor under such contracts, to the extent that
Assignee was to assume those obligations pursuant to the terms hereof.
4. Each of the parties hereto shall execute such documents
and other papers and perform such further acts as may be reasonably required to
carry out the provisions hereof and the transactions contemplated hereby,
including, but not limited to, executing any necessary deed transfers,
assignments, filings or similar transfer documents.
5. The rights and obligations of the parties hereto shall
inure to the benefit of, and shall be binding upon, the parties hereto and their
respective successors and assigns.
6. This Agreement may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
document.
7. This Agreement shall be governed by the internal laws of
the State of Illinois without regard to any conflict of laws rules or provisions
whether of the State of Illinois or any other jurisdiction.
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IN WITNESS WHEREOF, the parties hereto have executed and
delivered this Contribution Agreement as of the date first above written.
XXXXXXX ELECTRONICS, INC.
By: /s/ XXXXXXXX X. XXXXXXX
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Name: Xxxxxxxx X. Xxxxxxx
Its: Chief Executive Officer
XXXXXXX ELECTRONICS, LLC
By: /s/ XXXXXXXX X. XXXXXXX
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Name: Xxxxxxxx X. Xxxxxxx
Its: Chief Executive Officer
