Exhibit 2.2
LETTER AGREEMENT
----------------
April 13, 2001
Xxxx Capital, Inc.
Xxx Xxxxxx Xxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Director of Business Development
WWT, Inc.
0000 Xxxxx Xxxxxx Xxxxx
Xxxxxxxx Xxxx, Xxxxxxxxx 00000
Xxxxx X. Xxxxx
Xxxx X. Xxxxx
Deutsche Bank AG
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Re: Agreement and Plan of Merger by and among WWT, Inc., Wilsons
Acquisition Corporation, Bentley's Luggage Corp., the
Shareholders of Bentley's Luggage Corp. and Xxxx Capital,
Inc., dated as of Xxxxx 0, 0000
Xxxxxxxxx:
Reference is hereby made to that certain Agreement and Plan of Merger
by and among WWT, Inc., Wilsons Acquisition Corporation, Bentley's Luggage
Corp., the Shareholders of Bentley's Luggage Corp. and Xxxx Capital, Inc., dated
as of April 6, 2001 (the "Merger Agreement"). Further reference is made to the
amendatory provisions contained in Section 27 thereof which permit the parties
to amend the Merger Agreement by mutual written agreement and with the consent
of the Senior Lenders' Agent. All capitalized terms not otherwise defined herein
shall have the same meaning ascribed to them in the Merger Agreement.
In accordance with the Merger Agreement and its amendatory provisions,
this letter agreement (the "Letter Agreement") confirms the parties' agreement
to modify the terms of the Merger Agreement as more specifically set forth
herein.
1. AMENDMENT TO TABLE OF CONTENTS OF THE MERGER AGREEMENT. The
sub-heading "Recapitalization Agreement" listed under Section 8.01(z) in the
Table of Contents of the Merger Agreement shall be deleted and replaced with the
following:
"[Intentionally omitted]"
2. AMENDMENT TO SECTION 8.01(Z) OF THE MERGER AGREEMENT. Section
8.01(z) of the Merger Agreement shall be deleted in its entirety and shall be
replaced by the following:
"(z) [Intentionally omitted]"
3. AMENDMENT TO SECTION 12 OF THE MERGER AGREEMENT. Subclause (i) of
Section 12 of the Merger Agreement shall be amended and restated in its entirety
to read as follows:
"(i) Section 8.01 (b), (c), (d), or (e), Section 8.02(a), (b), (d),
or (e), or 9.01(a), (b) or (c), all of which shall survive
without limitation as to time, and"
4. AMENDMENT TO SECTION 13.03 OF THE MERGER AGREEMENT. Subclause (A) of
the definition of the term "Special Claims" in Section 13.03 of the Merger
Agreement shall be amended and restated in its entirety to read as follows:
"(A) claims based upon a breach of any representation or warranty
of the Company contained in Section 8.01 (b), (c), (d), (e) or
(p) or any representation or warranty of any Shareholder
contained in Section 8.02 (a), (b), (d) or (e),"
5. COUNTERPARTS. This Letter Agreement may be executed in several
counterparts, each of which when so executed shall be deemed to be an original
and such counterparts, together, shall constitute one and the same instrument.
Delivery by facsimile of this Letter Agreement or an executed counterpart hereof
shall be deemed a good and valid execution and delivery hereof or thereof.
6. AUTHORITY OF SHAREHOLDER REPRESENTATIVE. Xxxx Capital, Inc. is
executing and delivering this Letter Agreement on behalf of the Shareholders,
pursuant to the authority to amend the Merger Agreement granted to Xxxx Capital,
Inc. as Shareholder Representative in Section 14 thereof.
7. MERGER AGREEMENT. Except as expressly amended above, the Merger
Agreement shall remain in full force and effect in accordance with its terms.
* * * * *
This Letter Agreement is entered into and consented and agreed to as of
the date first written above by the parties signing below.
SHAREHOLDER REPRESENTATIVE:
--------------------------
XXXX CAPITAL, INC.
By: /s/ Xxx Xxxxxxx
-----------------------------------
Its: Managing Director
-------------------------------
THE COMPANY:
-----------
BENTLEY'S LUGGAGE CORP.
By: /s/ Xxxxx Xxxx
-----------------------------------
Its: CEO
--------------------------------
BUYER:
-----
WWT, INC.
By: /s/ Xxxxx Xxxxxxxxxxx
-----------------------------------
Its: Senior Vice President and CFO
--------------------------------
BUYER SUBSIDIARY:
WILSONS ACQUISITION
CORPORATION
By: /s/ Xxxxx Xxxxxxxxxxx
-----------------------------------
Its: Vice President and CFO
--------------------------------
Consented and Agreed to:
SENIOR LENDERS' AGENT
BANKERS TRUST COMPANY
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Its: Vice President
------------------------------
