EXHIBIT 2.2
AMENDMENT TO AGREEMENT
AND PLAN OF MERGER
AMENDMENT TO AGREEMENT AND PLAN OF MERGER, dated as of August 27, 1998
(this "Amendment") among NCI Acquisition Corporation, a Delaware corporation
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("Buyer"), Nationwide Credit, Inc., a Georgia corporation ("NCI"), First
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Financial Management Corporation, a Georgia corporation ("FFMC") and First Data
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Corporation, a Delaware corporation ("FDC"), each of which agrees as follows:
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SECTION 1. Defined Terms and Interpretation. (a) Capitalized terms
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used herein and not otherwise defined herein shall have the meanings assigned to
such terms in the Agreement and Plan of Merger, dated December 31, 1997 (the
"Agreement") or the schedules to the Agreement.
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SECTION 2. Amendments to the Agreement. The Agreement is, effective
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as of noon on September 1, 1998 (the "First Amendment Effective Time"), amended
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as follows:
2.1 The first sentence of the final paragraph of Section 11.1(c) of
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the Agreement is hereby amended by deleting such sentence and replacing it with
the following sentence:
"The aggregate amount required to be paid by the Sellers
pursuant to Section 11.1(a) (other than in respect of
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matters set forth in clause (I) of the immediately following
sentence) shall not in any event exceed $20,000,000."
2.2 The definition of Applicable Deductible is hereby
amended by deleting such definition and replacing it with the
following definition:
"'Applicable Deductible' means $10,000,000."
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2.3 Section 5.21 of the Agreement is deleted in its entirety.
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2.4 The second sentence of Section 5.5(a) of the Agreement is deleted
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in its entirety.
2.5 Each reference to "Year-End Balance Sheet" in Section 8.2 of the
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Agreement shall be deemed to refer to the consolidated balance sheet for the
Company as of December 31, 1997 included in the Company's Registration Statement
on Form S-4 (Reg. No. 333-57429), as filed with the Securities and Exchange
Commission on June 22, 1998.
SECTION 3. Execution in Counterparts. This Amendment may be
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executed in one or more counterparts, each of which shall be considered an
original instrument, but all of which shall be considered one and the same
agreement, and shall become binding when
one or more counterparts have been signed by each of the parties hereto and
delivered to each of FDC, FFMC, Buyer and NCI. The parties hereto hereby waive
the requirement that NCI Mergerco sign this letter agreement in light of the
merger of NCI Mergerco into NCI pursuant to the Agreement.
SECTION 4. Amendments; Conflicts. This Amendment shall not be
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amended, modified or supplemented except by a written instrument signed by an
authorized representative of each of the parties hereto. In the event of any
conflict between the provisions of this Amendment and the provisions of the
Agreement, the provisions of this Amendment shall control.
SECTION 5. Governing Law. This Amendment shall be governed by and
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construed in accordance with the internal laws (as opposed to the conflict of
laws provisions) of the State of New York.
IN WITNESS WHEREOF, this Amendment has been duly executed as of the
date first written above.
FIRST DATA CORPORATION
By:_________________________________
Name:
Title:
FIRST FINANCIAL MANAGEMENT
CORPORATION
By:_________________________________
Name:
Title:
NCI ACQUISITION CORPORATION
By:_________________________________
Name:
Title:
NATIONWIDE CREDIT, INC.
By:_________________________________
Name:
Title:
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