1
EXHIBIT 2.2
AMENDMENT NO. 1
TO PURCHASE AND SALE AGREEMENT
This Amendment No. 1 to Purchase and Sale Agreement (the "Amendment")
is made as of the 30th day of March, 2001, by and among Xxxxxxx Industrial
Group, LLC, an Illinois limited liability company ("Purchaser"), and Xxxxxxx
Tube Company, Inc., a Delaware corporation ("Xxxxxxx"), and is joined into by
each of Xxxx X. Xxxxxxx, an individual ("DRP"), Xxxxxx Xxxxxxx, an individual
("RP"), and Chase Industries Inc., a Delaware corporation ("Chase"), to amend
that certain Purchase and Sale Agreement, dated as of March 15, 2001 (the
"Purchase Agreement"), by and among Purchaser and Xxxxxxx and joined into by
each of DRP, RP, and Chase.
1. Definitions. Unless the context indicates otherwise, capitalized
terms used but not defined in this Amendment and defined in the Purchase
Agreement shall have the meanings ascribed to them in the Purchase Agreement.
2. Schedule 1.2.6. Part II to Schedule 1.2.6 of the Purchase
Agreement hereby is deleted in its entirety and replaced with the Part II to
Schedule 1.2.6 attached hereto.
3. Section 3.1 of the Purchase Agreement hereby is amended to read in
its entirety as follows:
3.1. TIME AND PLACE OF THE CLOSING. The closing of the sale of the
Purchased Assets shall take place at the offices of Deutsch, Levy &
Xxxxx, Chartered located at 000 Xxxx Xxxxxxxxxx Xxxxxx, Xxxxx 0000,
Xxxxxxx, Xxxxxxxx 00000 10:00 a.m., Central Standard Time, on March 30,
2001; provided, however, that if any of such conditions to Closing have
not been satisfied (or waived) by March 30, 2001, then the Closing
shall take place on a subsequent date not later than two business days
following the satisfaction or waiver of such conditions or a subsequent
date as may be mutually agreed upon by the parties (unless this
Agreement is earlier terminated pursuant to Section 11.3). Throughout
this Agreement, such event is referred to as the "Closing" and such
date and time are referred to as the "Closing Date."
4. Section 3.3 of the Purchase Agreement hereby is amended to read in
its entirety as follows:
3.3. EFFECTIVE TIME. The transfer of the Purchased Assets shall be
deemed to occur at 11:59 p.m. Central Standard Time on the Closing Date
(the "Effective Time"). All of the transactions described in this
Article 3 shall be deemed to occur simultaneously, and none shall be
deemed completed until all are completed
5. The reference to "thirty (30) days" in the first sentence of
Section 3.4.1 is hereby amended such that such reference shall be "forty-five
(45) days."
6. Schedule 4.14. Part III to Schedule 4.14 of the Purchase
Agreement is hereby amended by adding thereto the information set forth in
Schedule 4.14A attached hereto.
2
7. Schedule 6.6.1. Schedule 6.6.1 of the Purchase Agreement is hereby
amended to reflect the changed status of employees as set forth on Schedule
6.6.1A attached hereto, notice of which changed status is deemed given for
purposes of Section 6.6.1 of the Purchase Agreement.
8. Incorporation by Reference. Sections 11.2, 11.5, 11.7, 11.8,
11.10, 11.11 and 11.12 or the Purchase Agreement are incorporated herein by
reference.
As amended, the Purchase Agreement shall remain in full force and
effect.
3
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date and year first above written.
XXXXXXX INDUSTRIAL GROUP, L.L.C.
By: /s/ Xxxx X. Xxxxxxx
------------------------------------
Name: Xxxx X. Xxxxxxx
----------------------------------
Title: Manager
---------------------------------
XXXXXXX TUBE COMPANY, INC.
By: /s/ Xxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxx
----------------------------------
Title: Chief Executive Officer
---------------------------------
CHASE INDUSTRIES INC.
By: /s/ Xxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxx
----------------------------------
Title: Chief Executive Officer
---------------------------------
/s/ Xxxx X. Xxxxxxx
---------------------------------------
Xxxx X. Xxxxxxx
/s/ Xxxxxx Xxxxxxx
---------------------------------------
Xxxxxx Xxxxxxx
S-1
4
SCHEDULES
The Schedules (and portions thereof) referenced in Amendment No. 1 to Purchase
and Sale Agreement included herewith as Exhibit 2.3 have been omitted as
permitted under item 601(b)(2) of Regulation S-K. The Schedules (and portions
thereof) referenced in Exhibit 2.1 herewith include the following:
Schedule 1.2.6
Schedule 4.14A
Schedule 6.6.1A
Chase Industries Inc. agrees to furnish supplementally to the Securities and
Exchange Commission a copy of any omitted schedule upon request.
