EXHIBIT 2.2
FIRST AMENDMENT TO AGREEMENT AND
PLAN OF REORGANIZATION
This First Amendment to Agreement and Plan of Reorganization ("Amendment")
is entered into as of July 7, 1998, by and among Boatracs, Inc., a California
corporation ("Boatracs"), Boatracs Acquisition, Inc., a California
corporation ("Merger Sub"), Enerdyne Technologies, Inc., a California
corporation ("Enerdyne"), Xxxxx X. Xxxxx ("Xxxxx"), Xxxxx Xxxxxxxx
("Xxxxxxxx"), Xxx Xxxxxxx ("Xxxxxxx") and Xxxxxxx Xxxxxxxxx
("Xxxxxxxxx"). The capitalized terms used in this Amendment shall have the
meanings ascribed such terms in the Agreement and Plan of Reorganization
entered into among the parties hereto as of July 7, 1998 (the "Agreement").
1. Recitals.
1.1. As of July 7, 1998 the parties to this Amendment entered
into the Agreement and certain ancillary agreements and instruments including
certain Senior Promissory Notes made by Boatracs in favor of Boden and
Xxxxxxxx and Personal Guaranties made by Xxxxxxx and Xxxxxxxxx in favor of
Boden and Xxxxxxxx.
1.2. Boatracs is attempting to obtain a loan from a lender (the
"Lender") to prepay an amount not yet due under the Senior Promissory Notes.
1.3. The parties to the Agreement wish to amend the Agreement and
certain of the ancillary agreements and instruments attached thereto and the
related Personal Guaranties of Xxxxxxx and Xxxxxxxxx if Boatracs makes a
prepayment under the Senior Promissory Notes.
1.4. By executing this Amendment the parties intend to amend the
Agreement and such other agreements and instruments with effect from July 7,
1998 on the terms set forth in this Amendment.
2. Amendment. The Agreement is amended by adding Section 1.12 to
provide as follows:
1.12. Prepayment Under the Senior Promissory Notes. If the Senior
Promissory Notes payable to Boden and Xxxxxxxx, copies of which are attached
to the Amendment as Exhibits A and B, respectively, are prepaid (the
"Prepayment") on or before January 15, 1999, prorata to their respective
aggregate balances, in an amount equal to not less than 50% of the outstanding
principal amount, then concurrently with the Prepayment:
(a) The Nonstatutory Stock Option Agreement between Boatracs and
Boden, attached to this Amendment as Exhibit C, shall be deemed amended in the
following respects:
(i) At Boatracs' option, Section 1.1(f) shall be deleted
and substituted with: (f) "Exercise Price" means the average selling price
per share of Boatracs' common stock as quoted on the NASDAQ Bulletin Board for
the 30-day period immediately preceding a prepayment.
(ii) Section 1.1(i) shall be deleted and substituted with
the following:
(i) "Number of Option Shares" means "X" shares of Stock, as adjusted from
time to time pursuant to Section 9, where "X" shall be determined on the
date of the Prepayment to be equal to the greater of (a) 500,000 or (b)
250,000 multiplied by the "Exercise Price" computed in accordance with
Section 1.1(f), as amended hereby.
(b) The Nonstatutory Stock Option Agreement between Boatracs and
Xxxxxxxx, attached as Exhibit C to this Amendment, be deemed amended in the
following respects:
(i) At Boatracs' option, Section 1.1(f) shall be deleted
and substituted with: (f) "Exercise Price" means the average selling price
per share of Boatracs' common stock as quoted on the NASDAQ Bulletin Board for
the 30-day period immediately preceding a prepayment.
(ii) Section 1.1(i) shall be deleted and substituted
with the following:
(i) "Number of Option Shares" means "X" shares of Stock, as adjusted from
time to time pursuant to Section 9, where "X" shall be determined on the date
of the Prepayment to be equal to the greater of (a) 500,000 or (b) 250,000
multiplied by the "Exercise Price" computed in accordance with Section 1.1(f),
as amended hereby.
(c) Boden and Xxxxxxxx shall execute a subordination agreement in
favor of the Lender under the terms wereof they shall subordinate their
respective Senior Promissory Notes to the Lender's loan in an amount not
exceeding $5,000,000 on such terms and conditions as may be satisfactory to
Boden and Xxxxxxxx, in their sole discretion.
(d) The Personal Guaranty by Xxxxxxx in favor of Boden and Xxxxxxxx
attached to this Amendment as Exhibit E, shall be deemed amended such that the
maximum amount of the Guaranty will be increased from one-third (1/3) of the
outstanding Debt to one-half (1/2) of the outstanding Debt (as defined in the
Guaranty).
(e) The Personal Guaranty by Xxxxxxxxx in favor of Boden and Xxxxxxxx
attached to this Amendment as Exhibit F, shall be deemed amended such that the
maximum amount of the Guaranty will be increased from one-third (1/3) of the
outstanding Debt to one-half (1/2) of the outstanding Debt (as defined in the
Guaranty).
(f) Boden and Xxxxxxxx shall deliver the originally executed
iterations of Exhibits A, B, C and D to the Company in an exchange for newly
executed documents identical to Exhibits A, B, C, and D except as amended in
accordance with this Amendment, Xxxxxxx and Xxxxxxxxx shall deliver the
originally executed iterations of their respective Personal Guaranties to
Xxxxxxxx and Boden in an exchange for newly executed documents identical to
such existing Guaranties except as amended in accordance with this Amendment.
(g) Nothing contained in this Section 1.12 shall be construed as
obligating Boatracs to make the Prepayment.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first set forth above.
Boatracs, Inc. Enerdyne Technologies, Inc.
a California corporation a California Corporation
By: /S/ XXXXXXX X. XXXXXXXXX By: /S/ XXXXX XXXXXXXX
Name: XXXXXXX X. XXXXXXXXX Name XXXXX XXXXXXXX
Its: CHAIRMAN Its: PRESIDENT
By: /S/ XXXX XXXXXXXX
Xxxx XxXxxxxx
Secretary
Boatracs Acquisition, Inc.
a California corporation
Xxxxx Xxxxxxxx
By: /S/ XXXXXXX X. XXXXXXXXX /S/ XXXXX XXXXXXXX
Name: XXXXXXX X. XXXXXXXXX Xxxxx X. Xxxxx
Its: ASSISTANT SECRETARY /S/ XXXXX XXXXX
By: /S/ XXXX XXXXXXXX
Xxxx XxXxxxxx
Secretary
Xxxxxxx Xxxxxxxxx Xxx Xxxxxxx
/S/ XXXXXXX XXXXXXXXX /S/ XXX XXXXXXX
EXECUTED: NOVEMBER 11, 1998
