EXHIBIT 2.2
April 22, 1997
West Point Casket Company, Inc.
000 Xxxx Xxxx Xxxxxx
Xxxx Xxxxx, Xxxxxxxxxxx 00000
Re: Agreement and Plan of Merger by and among The York Group, Inc.
(the "PURCHASER"), York Acquisition Corp. II, West Point Casket
Company, Inc. (the "SELLER"), Xxxxxx Xxx Xxxxxxx, The Xxxxxxx
Xxxxxx Xxxxxxx Trust A and The Xxxxxxx Xxxxxx Xxxxxxx Trust B
(the "MERGER AGREEMENT")
Gentlemen:
Section 7.1(d) of the Merger Agreement provides that the Merger
Agreement may be terminated by either the Purchaser or the Seller if the Closing
Date (as defined by the Merger Agreement) shall not have occurred on or before
April 30, 1997 or such later date as agreed to in writing by the Purchaser and
the Seller. The purpose of this Letter Agreement is to extend the termination
date provided in Section 7.1(d) in order to allow the Purchaser and the Seller
to adequately complete their respective pre-closing obligations and due
diligence investigations.
By signing this Letter Agreement, the parties hereby agree to amend
Section 7.1(d) of the Merger Agreement such that either the Purchaser or the
Seller may terminate the Merger Agreement if the Closing Date shall not have
occurred on or before May 30, 1997 or such later date as agreed to in writing by
the Purchaser and the Seller. The parties further agree to use their reasonable
best efforts to consummate the closing of the transactions contemplated by the
Merger Agreement as soon as practicable after the date hereof, subject to the
conditions to closing set forth in the Merger Agreement.
West Point Casket Company, Inc.
April 22, 1997
Page 2
Please acknowledge your agreement to the terms of this letter by signing
and dating where indicated below.
Very truly yours,
THE YORK GROUP, INC.
By: /s/ XXXXX X. XXXX
Xxxxx X. Xxxx
Vice President
ACKNOWLEDGED AND AGREED TO THIS 24th DAY
of APRIL, 1997
WEST POINT CASKET COMPANY, INC.
By: /s/ XXX XXXXXXX
Xxx Xxxxxxx
CEO
