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EXHIBIT 2.20
AMENDMENT NO. 2 TO LOGISTIC PURCHASE AGREEMENT
This Amendment No. 2 (the "Amendment") is made as of the 14th day of
October, 1998, by and among Xxxxxxxxxxx International, Inc. (f/k/a EVI, Inc.), a
Delaware corporation ("Weatherford"), Total Logistic Control, LLC, a Delaware
limited liability company ("TLC"), Christiana Companies, Inc., a Wisconsin
corporation ("Christiana"), and C2, Inc., a Wisconsin corporation ("C2").
W I T N E S S E T H:
WHEREAS, Xxxxxxxxxxx, Xxxxxxxxxx Acquisition, Inc., a Wisconsin
corporation ("Sub"), Christiana and C2 entered into an Agreement and Plan of
Merger dated as of December 12, 1997, as amended by Amendment No. 1 to Agreement
and Plan of Merger and Logistic Purchase Agreement dated as of May 26, 1998, by
and among Weatherford, Sub, Xxxxxxxxxx, C2 and TLC, and as amended by an Amended
and Restated Agreement and Plan of Merger dated as of October 14, 1998, by and
among Weatherford, Sub, Christiana and C2;
WHEREAS, Xxxxxxxxxxx, Xxxxxxxxxx, C2 and Logistic entered into an
Agreement dated as of December 12, 1997, as amended by Amendment No. 1 to
Agreement and Plan of Merger and Logistic Purchase Agreement dated as of May 26,
1998, by and among Weatherford, Sub, Christiana, C2 and TLC (as amended, the
"Logistic Purchase Agreement"); and
WHEREAS, the parties to the Logistic Purchase Agreement now desire to
amend the Logistic Purchase Agreement as provided for herein.
NOW, THEREFORE, in consideration of the premises and of the mutual
representations, warranties and covenants herein contained, the parties hereto
hereby agree as follows:
SECTION 1. Amendments.
(a) The Logistic Purchase Agreement is hereby amended to
replace each reference to "EVI, Inc." with a reference to "Xxxxxxxxxxx
International, Inc." and to replace each reference to "EVI" with a
reference to "Weatherford".
(b) The second line of the first paragraph of the Logistic
Purchase Agreement is hereby amended to add thereto the phrase "and
Amendment No. 2 dated October 14, 1998".
(c) The third line of the first paragraph of the Logistic
Purchase Agreement is hereby amended to add thereto the phrase
"(formerly known as EVI, Inc.)" immediately after the phrase "a
Delaware corporation".
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(d) The second line of the first paragraph of the recitals is
hereby amended to replace the phrase "Agreement and Plan of Merger
dated December 12, 1997 (the "Merger Agreement")" with the phrase
"Amended and Restated Agreement and Plan of Merger dated as of October
14, 1998 (as amended, the "Merger Agreement")".
(e) Section 1.18 of the Logistic Purchase Agreement is hereby
deleted and replaced in its entirety with the following:
"1.18 Merger Agreement. Merger Agreement means the
Amended and Restated Agreement and Plan of Merger dated as of
October 14, 1998, by and among Xxxxxxxxxxx International,
Inc., a Delaware corporation, Christiana Acquisition, Inc., a
Wisconsin corporation, Christiana Companies, Inc., a Wisconsin
corporation, and C2, Inc., a Wisconsin corporation."
(f) Section 7.4 of the Logistic Purchase Agreement is hereby
amended to replace each reference to "Attn: Xxxxxx X. Xxxx" with a
reference to "Attn: Xxxxxxx X. Xxxxxxx" and to replace the reference to
"Attn: Xxxxxxx X. Duroc-Xxxxxx" and the reference to "Attn: Xxxxx X.
Xxxxx" with a reference to "Attn: Xxxxxx X. Xxxx".
SECTION 2. Remainder of Agreement Not Affected. Except as set forth in
Section 1 hereof, the terms and provisions of the Logistic Purchase Agreement
remain in full force and effect and are hereby ratified and confirmed.
SECTION 3. Counterparts. This Amendment may be executed in
counterparts, each of which shall be an original, but all of which together
shall constitute one and the same agreement.
SECTION 4. Governing Law. All questions arising out of this Amendment
and the rights and obligations created herein, or its validity, existence,
interpretation, performance or breach shall be governed by the laws of the State
of Texas without regard to conflict of laws principles.
(SIGNATURES BEGIN ON NEXT PAGE)
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IN WITNESS WHEREOF, each of the parties caused this Amendment to be
executed on its behalf by its officers thereunto duly authorized, all as of the
date first above written.
XXXXXXXXXXX INTERNATIONAL, INC.
("Weatherford")
By: /s/ XXXXXX X. XXXX
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Xxxxxx X. Xxxx
Senior Vice President, General
Counsel and Secretary
TOTAL LOGISTIC CONTROL, LLC
("TLC")
By: /s/ XXXXXXX X. XXXXXXX
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Xxxxxxx X. Xxxxxxx
Vice President
CHRISTIANA COMPANIES, INC.
("Christiana")
By: /s/ XXXXXXX X. XXXXXXX
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Xxxxxxx X. Xxxxxxx
President
C2, INC.
("C2")
By: /s/ XXXXXXX X. XXXXXXX
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Xxxxxxx X. Xxxxxxx
President
