Exhibit 2.2
AMENDMENT NUMBER ONE
Amendment Number One, dated as of July 15, 2003, to the Asset Purchase Agreement
dated as of June 30, 2003 (the "Asset Purchase Agreement"), by and among Dayton
Superior Corporation ("Dayton") and Xxxxxx Corporation ("Buyer") and Safway
Formwork Systems, L.L.C. ("Seller") and Safway Services, Inc. ("Parent"). Any
capitalized term used herein without definition shall have the meaning assigned
thereto in the Asset Purchase Agreement.
WHEREAS, each of the parties to the Asset Purchase Agreement have expressed a
desire in the interest of mutual convenience and in light of certain things to
be accomplished in advance of Closing to move the Closing until the 25th of
July, 2003.
In consideration of the foregoing and the promises made by each party to the
other in the Asset Purchase Agreement, the parties hereby agree to amend the
Asset Purchase Agreement as follows:
1. Amendment to Section 3.1. Section 3.1 of the Asset Purchase Agreement is
hereby amended to delete "July 21, 2003" and to substitute in its place "July
25, 2003".
2. References. All references to the Asset Purchase Agreement and all references
to "the Agreement" or "this Agreement" in the Asset Purchase Agreement shall be
to the Asset Purchase Agreement as amended by this Amendment Number One.
3. Effectiveness; Full Force and Effect. This Amendment Number One shall be
effective upon the execution hereof by an authorized signatory of each of the
parties to the Asset Purchase Agreement. This is the entire agreement among the
parties on the express subject matter hereof (the amendment of the date for the
Closing) and supersedes all prior agreements, correspondence, discussions and
understandings of the parties (whether written or oral) on the express subject
matter hereof. Except as expressly provided in this Amendment Number One, the
Asset Purchase Agreement is ratified and confirmed and shall continue in full
force and effect in accordance with its terms.
4. Applicable Law. This Amendment Number One and all questions arising in
connection herewith shall be governed by and construed and the rights of the
parties determined in accordance with the laws of the State of Ohio, without
regard to any choice or conflicts of law provision or rule (whether of the State
of Ohio or any other jurisdiction) that would cause the application of the laws
of any jurisdiction other than the State of Ohio.
5. Counterparts. This Amendment Number One may be executed in one or more
counterparts, all of which shall be considered as one and the same agreement,
and shall become effective when one or more such counterparts have been signed
by each of the parties and delivered to the other parties.
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IN WITNESS WHEREOF, the parties have executed this Amendment Number One
as of the date and year first above written.
PARENT:
SAFWAY SERVICES, INC.
By: /s/ Xxxxxx Xxxxxxxx
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Its: CFO
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SELLER:
SAFWAY FORMWORK SYSTEMS, L.L.C.
By: /s/ Xxxxxx Xxxxxxxx
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Its: CFO
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BUYER:
XXXXXX CORPORATION
By: /s/ Xxxxx Xxxxx
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Its: Vice President - Finance
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DAYTON:
DAYTON SUPERIOR CORPORATION
By: /s/ Xxxxxx X. Xxxxxx
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Its: Vice President and General Counsel
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