Exhibit 2.2
AMENDMENT TO
BUSINESS AMALGAMATION AGREEMENT
This Amendment (this "Amendment") is made and entered into as of August 15,
2002 by and among Xxxxxx Associates, Inc., a Delaware corporation ("Xxxxxx
Company"), Xxxxxx Holdings, LLC, an Illinois limited liability company
"Xxxxxx") and the persons whose names are set forth on the signature page hereto
(the "Continuing Partners"). Capitalized terms used but not otherwise defined
herein shall have the meanings given to them in the Business Amalgamation
Agreement dated May 30, 2002 (the "Business Amalgamation Agreement") by and
among Xxxxxx, the Xxxxxx Company and the Continuing Partners.
WHEREAS, at the Closing, the Continuing Partners deposited shares of Series
A Preferred Stock of the Xxxxxx Company into an escrow account to secure the
indemnification obligations of the Continuing Partners under the Business
Amalgamation Agreement;
WHEREAS, the shares of Series A Preferred Stock have been tendered for
exchange into shares of Class A Common Stock, Class B Common Stock and Class C
Common Stock of the Xxxxxx Company in accordance with the Certificate of
Designation of Series A Preferred Stock;
WHEREAS, as a result of such exchange, the escrow account will contain
shares of Class C Common Stock which may be subject to surrender if the
employment of a Continuing Partner with the Xxxxxx Company or its subsidiaries
is terminated;
WHEREAS, upon such termination of employment, the surrendered shares will
be re-issued to the remaining Continuing Partners who are then-employed by the
Xxxxxx Company or its subsidiaries; and
WHEREAS, the parties hereto desire to amend the Business Amalgamation
Agreement to clarify that any shares of Class C Common Stock re-issued to the
remaining Continuing Partners in respect of shares of Class C Common Stock held
pursuant to the Escrow Agreement shall continue to be held pursuant to the
Escrow Agreement.
NOW, THEREFORE, in consideration of the foregoing, and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1. Section 2.4 of the Business Amalgamation Agreement is hereby amended by
adding the following paragraph to the end of such Section:
"Each Continuing Partner agrees that, with respect to the Shares of
Class C Common Stock held pursuant to the Escrow Agreement, the shares
of Class C Common Stock which may be issued to such Continuing Partner
in respect of such shares pursuant to the Xxxxxx Company's Certificate
Incorporation upon the termination of employment of another of
Continuing Partner shall, without any further action on the part of
the Continuing Partner or any other person, be re-deposited into the
escrow, and held pursuant to the terms of the Escrow Agreement."
2. No Further Amendments. Except as amended hereby, the terms and
conditions of the Business Amalgamation Agreement shall remain in full force and
effect.
3. Counterparts. This Amendment may be executed in multiple counterparts,
each of which shall constitute an original but all of which shall constitute but
one and the same instrument. One or more counterparts of this Agreement may be
delivered via telecopier, with the intention that they shall have the same
effect as an original counterpart hereof.
4. Governing Law. This Amendment shall be deemed a contract made under the
laws of the state of Illinois and together with the rights and obligations of
the parties hereunder, shall be construed under and governed by the laws of such
state, without giving effect to its conflicts of laws principles.
IN WITNESS WHEREOF, each of the undersigned has executed this Amendment as
of the date first above written.
XXXXXX HOLDINGS L.L.C.
By: /s/ Xxxx X. Xxxx
-------------------------------------------------
Printed Name: Xxxx X. Xxxx
---------------------------------------
Title: Authorized Principal
----------------------------------------------
XXXXXX ASSOCIATES, INC.
By: /s/ Xxxx X. Xxxx
-------------------------------------------------
Printed Name: Xxxx X. Xxxx
---------------------------------------
Title: Chief Administrative Officer
-----------------------------------------------
X.X. Xxxxxx
-------------------------------------
Executed as a deed by XXXXX XXXXXX )
on his own behalf and as attorney for )
X. X. XXXXX, M. A. POMERY, )
X. X. XXXXXX, X. X. XXXXX,
A. R. XXXXXX, X. X. XXXXX,
X. X. XXXXXXX, P. R. C. XXXXXX,
X. X. WESBROOM,
M. G. J. XXXXXX, X. X. XXXXXX,
X. XXXXXX, L. S. PARSONAGE,
X. X. XXXXXXXX, R. L. M. XXXXXX,
N. D. XXXXXXXXXXX, X. X. XXXXXXXX,
X. XXXXXXX, P. M. XXXXXXX,
A. S. CAIRNS, M. A. XXXXX,
A. M. JUDES, R. A. BLOCK,
X. X. XXXXXXX, R. D. SENIOR,
S. A. ST XXXXX-XXXXXX,
A. R. ASHTON, X. X. XXXX,
A. D. XXX, X. X. XXXXXXXX,
X. X. XXXX, X. X. CORVESOR,
X. X. XXXXXX, X. X. XXXXXX,
X. X. XXXXXXXXX, X. XXXXXXXX,
X. X. XXXXXX, X. XXXXXXXXXX,
X. X. X. XXXXXX, X. X. XXXXXXXX,
X. X. XXXXX, X. XXXXX,
X. X. XXXXXX, M. A. XXXXX,
X. X. XXXXXX, X. X. XXXXXX,
T. D. A. REAY, X. X. XXXXXXX,
X. X. XXXXXXXXXX
THE XXXXX & XXXXXXX
EMPLOYEE TRUST
in the presence of:
Witness' signature: /s/ Xxxxxxxxx X. Xxxxx
----------------------------------
Witness' name: Xxxxxxxxx X. Xxxxx
---------------------------------------
Occupation: Administrative Assistant
------------------------------------------
Address: 000 Xxxx Xxx Xx, Xxxxxxxxxxxx, XX 00000, XXX
---------------------------------------------
