EXHIBIT 2.2
AMENDMENT NO. 1 TO
MERGER AGREEMENT
This Amendment No. 1 (this "Amendment") is made and entered into as of
September 22, 1999, by and among CEX Holdings, Inc., a Colorado corporation
("CEX"), Corporate Express Delivery Systems, Inc., a Delaware corporation (the
"Company"), United Shipping & Technology, Inc., a Utah corporation ("Buyer"),
and United Shipping & Technology Acquisition Corp., a Delaware corporation
("Merger Sub"), for the purpose of amending certain of the terms and provisions
of that Merger Agreement, dated as of September 8, 1999, by and among CEX, the
Company, Buyer and Merger Sub (the "Merger Agreement"). Capitalized terms used,
but not defined, herein shall have the meaning ascribed to them in the Merger
Agreement.
1. Section 2.1.4 of the Merger Agreement shall be amended and restated
in its entirety as follows:
The certificate of incorporation of the Surviving Corporation shall be
amended and restated to read as set forth in Exhibit K attached hereto
and the name of the Surviving Corporation shall be changed to "UST
Delivery Systems, Inc."
2. Section 2.1.7(c) of the Merger Agreement shall be amended and
restated in its entirety as follows:
by the execution and delivery to CEX of a promissory note of the
Surviving Corporation in the principal amount of $8,400,000, subject to
adjustment as set forth in Section 2.2.1, in form substantially similar
to that attached hereto as Exhibit E (the "Long-Term Note"); and
3. Section 2.1.7(d) of the Merger Agreement shall be amended and
restated in its entirety as follows:
by the execution and delivery to CEX of a promissory note of the
Surviving Corporation in the principal amount of $3,600,000 in form
substantially similar to that attached hereto as Exhibit F (the
"Convertible Note").
4. Except as amended herein, the Merger Agreement remains the same and,
to such extent, is hereby ratified and confirmed.
XXXXX
IN WITNESS WHEREOF, the parties have executed this Amendment as of
the date first above written.
CEX HOLDINGS, INC.
By:_______________________________________________
Xxxxxxx X. Xxxxxxx, Xx., Vice President
CORPORATE EXPRESS
DELIVERY SYSTEMS, INC.
By:_______________________________________________
Xxxxxxx X. Xxxxxxx, Xx., Vice President
UNITED SHIPPING & TECHNOLOGY, INC.
By:_______________________________________________
Xxxxxxx X. Xxxxxx, Treasurer and CFO
UNITED SHIPPING & TECHNOLOGY
ACQUISITION CORP.
By:_______________________________________________
Xxxxxxx X. Xxxxxx, Treasurer and CFO
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