Exhibit 2.2
AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT
THIS AMENDMENT NO. 1 dated as of January 22, 1997 (the
"Amendment"), among X.X. Xxxx + Xxxxx Inc., a corporation incorporated under the
Canada Business Corporations Act ("Seller"), Hosposable Products, Inc., a New
York corporation ("Buyer Parent"), and 3290441 Canada Inc., a corporation
incorporated under the Canada Business Corporations Act, and a wholly owned
subsidiary of Buyer Parent ("Buyer"), to the Asset Purchase Agreement dated as
of November 12, 1996 (the "Asset Purchase Agreement").
The parties hereto, being the parties to the Asset Purchase
Agreement, required to amend the Asset Purchase Agreement in accordance with
Section 10.9 thereof, hereby amend the Asset Purchase Agreement as follows:
1. Section 1.2 of the Asset Purchase Agreement is hereby
amended by inserting in the seventh line after the word "note" the words "dated
the Closing Date".
2. Section 1.2 of the Asset Purchase Agreement is hereby
amended by adding a sentence to the end thereof as follows: "In connection with
such exchange, Buyer agrees to pay, and Buyer Parent agrees to cause Buyer to
pay, the interest accrued on the Note pursuant to the terms thereof from and
including the Closing Date to and excluding the date of such exchange, such
amount to be due and payable on the first dividend payment date with respect to
the Class A Mandatorily Redeemable Preferred Stock."
3. Section 2.2(b) of the Asset Purchase Agreement is hereby
amended by deleting the words "January 31, 1997" and by substituting therefor
the words "April 30, 1997".
4. This Amendment may be executed simultaneously in two or
more counterparts, any one of which need not contain the signatures of more than
one party, but all such counterparts taken together will constitute one and the
same Amendment.
5. This Amendment shall be governed by the internal law, and
not the law of conflicts, of the State of New York.
IN WITNESS WHEREOF, the parties hereto have executed this
Amendment on the date first written above.
HOSPOSABLE PRODUCTS, INC.
By:/s/ Xxxxxx X. Xxxxxxx, Xx.
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Name: Xxxxxx X. Xxxxxxx, Xx.
Title: President and Chief
Operating Officer
3290441 CANADA INC.
By:/s/ Xxxxxx X. XxxXxxxxx
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Name: Xxxxxx X. XxxXxxxxx
Title: President
X.X. XXXX + XXXXX INC.
By:/s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: Vice Chairman of the
Board
