EXHIBIT 2.2
FIRST AMENDMENT TO
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION
THIS FIRST AMENDMENT (the "AMENDMENT") TO THE AGREEMENT AND PLAN OF MERGER
AND REORGANIZATION (the "AGREEMENT") dated as of June 5, 1997, by and among THE
INDUS GROUP, INC., a California corporation ("INDUS"), INDUS/TSW, INC., a
Delaware corporation ("INDUS/TSW"), and TSW International, Inc., a Georgia
corporation ("TSW") is entered into as of July 21, 1997. All capitalized terms
used herein but not otherwise defined shall have the meaning set forth in the
Agreement.
RECITALS
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A. The parties entered into the Agreement which provides for the formation
of one California corporation and one Georgia corporation (collectively, the
"Subs"), as wholly-owned subsidiaries of Newco, and the statutory merger of one
Sub with and into INDUS and the other Sub with and into TSW, all pursuant to the
terms and conditions of the Agreement and the Agreements of Merger to be entered
into between the one Sub and INDUS and the other Sub and TSW.
B. The parties wish to amend the Agreement to eliminate the additional
obligations of Warburg and Xxxxxx to restrict the disposition of TSW Common
Stock and Indus Common Stock, respectively, or Newco Common Stock received in
exchange therefore until 180 days after the effective time.
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. That the last sentence of Sections 4.5(a) and 5.5(a) be deleted.
2. All other provisions of the Agreement shall remain in full force and
effect.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the date first written above.
THE INDUS GROUP, INC. TSW INTERNATIONAL, INC.
a California Corporation a Georgia corporation
By: /s/ Xxxxxx X. Xxxxxx By: /s/ Xxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxx Name: Xxxx X. Xxxxxxx
Title: President Title: Chief Financial Officer
and Chief Executive Officer
INDUS/TSW, INC.
a Delaware corporation
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: President and Chief Executive Officer
[Signature Page to Amendment]
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