Exhibit 2.2
AMENDMENT NO. 1
TO
ACQUISITION AGREEMENT
AMENDMENT NO. 1 (this "Amendment"), dated December 29, 1997, to
ACQUISITION AGREEMENT (the "Acquisition Agreement"), dated November 25, 1997,
by and among Raytheon Company, a Delaware corporation ("Raytheon"), Thornwood
Trust, a Massachusetts Business Trust ("Seller") and Xxxxxxxxx Semiconductor
Corporation, a Delaware corporation ("Buyer").
W I T N E S S E T H:
WHEREAS, Raytheon, Seller and Buyer are parties to the Acquisition
Agreement; and
WHEREAS, upon the terms and conditions set forth herein, the parties to
the Acquisition Agreement desire to amend the Acquisition Agreement in the
manner set forth in this Amendment;
NOW, THEREFORE, in consideration of the premises, of the mutual
covenants and agreements herein set forth, and other valuable consideration,
the receipt, adequacy and sufficiency of which are hereby acknowledged,
Raytheon, Seller and Buyer, intending to be legally bound, do hereby covenant
and agree as follows:
1. Definitions. Capitalized terms used herein without definition shall
have the same meanings herein as are ascribed thereto in the Acquisition
Agreement.
2. Amendment to Acquisition Agreement.
(a) Section 5.4(e) of the Acquisition Agreement is hereby deleted in its
entirety and replaced with the following:
(e) On or as soon as reasonably practicable after the Closing,
Buyer shall cause the Company to obtain and utilize with respect to
its operations a new EPA identification number (and to the extent
required, new State and local identification numbers) for the
generation of Hazardous Substances disposed of on or after the
Closing Date.
(b) Exhibit 5.14 to the Acquisition Agreement is hereby deleted in its
entirety and replaced with Exhibit 5.14 attached hereto.
(c) Schedule 3.5(a) and Schedule 3.5(b) to the Acquisition Agreement are
hereby deleted in their entirety and respectively replaced with Schedule
3.5(a) and Schedule 3.5(b) attached hereto.
3. Effectiveness. This amendment shall take effect upon its due
execution and delivery by each of the parties hereto.
4. Miscellaneous.
(a) This Amendment may be executed in two or more counterparts and by
each party on a separate counterpart, each of which when executed and
delivered shall be an original, and all of which together shall constitute
one instrument. In proving this Agreement it shall not be necessary to
produce or account for more than one such counterpart signed by the party
against whom enforcement is sought.
(b) This Amendment shall be governed by and construed and enforced in
accordance with the law (other than the law governing conflict of law
questions) of the Commonwealth of Massachusetts.
(c) On and after the date hereof each reference in the Acquisition
Agreement to "this Agreement", "hereunder", "hereof", "herein" or words of
like import shall be a reference to the Acquisition Agreement as amended
hereby.
(d) Except as specifically amended above all of the terms of the
Acquisition Agreement shall remain unchanged and in full force and effect.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed on their behalf as of the date first written above.
RAYTHEON COMPANY
By /s/ Xxxxx X. Xxxxxxx
----------------------
Xxxxx X. Xxxxxxx
Vice President - Strategic
Business Development
THORNWOOD TRUST
By /s/ Xxxxx X. Xxxxxxx
-----------------------
Xxxxx X. Xxxxxxx
` XXXXXXXXX SEMICONDUCTOR
CORPORATION
By /s/ Xxxxxx X. Xxxxxx
-----------------------
Xxxxxx X. Xxxxxx
Executive Vice President and
Chief Financial Officer
