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EXHIBIT 2.2
January 27, 1999
General Analysis Corporation
000 Xxxxx Xxxxxx
Xxx 000
Xxxxx Xxxxxxx, Xxxxxxxxxxx 00000-0000
Re: First Amendment to the Asset Purchase Agreement dated
as of January 20, 1999 by and between O.I.
Corporation and General Analysis Corporation
Dear Ladies and Gentlemen:
Reference is made hereby to the Asset Purchase Agreement (the
"Agreement") dated as of January 20, 1999 by and between O.I. Corporation
("O.I.") and General Analysis Corporation ("GAC"). By execution and delivery of
this agreement (the "First Amendment"), the parties are effecting an amendment
to the Agreement on the terms set forth herein. Capitalized terms used herein,
but not defined, will have the meanings assigned to such terms in the Agreement.
This First Amendment sets forth the understandings of the parties with
respect to the matters set forth below:
1. The term "Effective Time," as defined in Section 1 to the Agreement,
is hereby amended to read as follows:
"Effective Time" means the opening of business February 1, 1999.
2. Section 3.1 is hereby amended to read as follows:
"Purchase Price. The purchase price (the "Purchase Price") payable by
the Purchaser to the Seller for the Assets shall be $260,634 in cash. The
Purchaser has delivered or shall deliver such proceeds, on the behalf of the
Seller, directly to the Creditors and shall obtain a full settlement and release
from the Creditors of the Seller. The form of such settlement and release shall
be substantially as set forth in Exhibit B attached hereto."
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General Analysis Corporation -2- January 27, 1999
3. Section 3.4(b) is hereby amended to read as follows:
"Promptly following the Closing Date (but in any event no later than 60
days after the Closing Date) Seller shall prepare, and Purchaser shall review, a
final balance sheet (the "Final Balance Sheet"). In connection with the
preparation of the Final Balance Sheet, Seller and Purchaser shall have
conducted a physical inspection of the inventory of Seller, and shall have
agreed as to the count and valuation (including agreement as to the valuation of
excess and obsolete items) of such inventory. To the extent that Seller and
Purchaser agree on the value of such inventory, such valuation shall be included
on the Final Balance Sheet. To the extent that Seller and Purchaser cannot agree
on the valuation of such inventory, such items as to which Seller and Purchaser
cannot reach agreement shall be set forth on Schedule 3.4(b), and resolved in
accordance with the principles more specifically set forth therein. Any
objections to the Final Balance Sheet which can not be reconciled by Seller and
Purchaser within 30 days after Purchaser's receipt of the Final Balance Sheet
shall be submitted to a mutually agreed upon independent accounting firm to be
resolved in accordance with the principles set forth in this Section 3.4. The
fees and expenses of the designated accounting firm mentioned above shall be
shared equally by Seller and Purchaser. In the event that the Net Book Value is
less than $260,634, such difference shall be offset against any Additional
Consideration payable to Seller in accordance with Schedule 3.4. In the
alternative, to the extent that the Net Book Value is greater than $260,634,
such difference will be added to the Additional Consideration payable to
Seller."
4. Schedule 3.3 is hereby amended to read as follows:
GAC Creditors Amount
Xxx Xxxxx $ 66,110
Den Danske Bank $194,524*
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Total $260,634
*Paid prior to Time of Closing by Purchaser, which was
assigned the indebtedness by Den Danske Bank and is a Creditor as of the date of
this Agreement.
5. This First Amendment may be executed in any number of counterparts,
each of which when so executed and delivered shall be an original but all of
which shall together constitute one and the same instrument.
6. Except as modified by this First Amendment, the Agreement shall
continue in full force and effect. The Agreement and this First Amendment shall
be read, taken and construed as one and the same instrument.
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General Analysis Corporation -3- January 27, 1999
7. This First Amendment (a) constitutes the entire contract between the
parties relative to the amendments to the Agreement made hereby, (b) supersedes
all prior agreements, consents and understandings relating to such amendments
and (c) may not be contradicted by evidence of prior, contemporaneous or
subsequent oral agreements of the parties.
8. This First Amendment shall be binding upon and shall inure to the
benefit of and be enforceable by the parties hereto and their respective
successors and permitted assigns.
9. Upon the execution and delivery of this First Amendment by the
parties hereto, this First Amendment shall be and become a binding agreement
among the parties hereto.
Very truly yours,
O.I. Corporation
By: /s/ XXXXXXX X. XXXXX
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Name: Xxxxxxx X. Xxxxx
Title: President and Chief Executive Officer
Accepted and agreed to:
General Analysis Corporation
By: /s/ W. XXXXX XXXX
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Name: W. Xxxxx Xxxx
Title: President
