EXHIBIT 2.2
FIRST AMENDMENT AND ACKNOWLEDGMENT TO PURCHASE AGREEMENT
--------------------------------------------------------
This First Amendment and Acknowledgment to Purchase Agreement ("First
Amendment") is entered into this 23rd day of August 2005 by and among Risk
Management Alternatives Parent Corp., Risk Management Alternatives Holdings,
Inc., Risk Management Alternatives International Limited, Resource Recovery
Consultants, Inc., RMA Intermediate Holdings Corporation, RMA Management
Services, Inc., Risk Management Alternatives International Corp. Canada,
National Revenue Corporation, Risk Management Alternatives, Inc., Risk
Management Alternatives Portfolio Services, LLC, RMA Holdings LLC, Purchased
Paper LLC, Risk Management Alternatives Solutions LLC (collectively "Seller
Parties") and NCOP Capital Resource LLC ("Purchaser").
BACKGROUND
----------
A. On or about July 6, 2005 Seller Parties and Purchaser executed a certain
Purchase Agreement which provides for the sale of substantially all of the
Seller Parties' assets to Purchaser (as amended, the "Purchase Agreement").
Capitalized terms used herein but not otherwise defined herein have the meanings
provided in the Purchase Agreement.
B. In order to minimize rejection damage claims, the parties are desirous
of amending the Purchase Agreement to allow Purchaser additional time within
which to make decisions regarding the designation of the Assigned Contracts and
Leases.
THEREFORE, with the foregoing background being incorporated by reference
herein and, intending to be legally bound hereby, the parties hereto agree as
follows:
1. Section 2.1(b) of the Purchase Agreement is deleted and replaced with
the following:
Schedule 2.1(b) attached hereto sets forth a list of Contracts that
Purchaser wishes to assume and the applicable Seller Party wishes to
assign to Purchaser at Closing ("Assigned Contracts and Leases");
provided, however, Purchaser may remove Contracts (other than the (i)
KERP Letters, (ii) agreements described in items 4 and 5 of Section
5.5(d) of the Seller Disclosure Letter, (iii) NEX Lease, (iv) RMA
Holdings Guaranty and (v) Xxxxxxxxxx Agreement, none of which can be
removed) from the list of Assigned Contracts and Leases on Schedule
2.1(b), and place the same under item 3 of Schedule A to the
Transition Services Agreement, until a date which is the earlier of
(A) September 2, 2005 or (B) the Closing Date ("Contract Commitment
Date").
2. Section 4.2(f) of the Purchase Agreement is deleted and replaced with
the following:
(f) a Transition Services Agreement, substantially in the form set
forth on Amended and Restated Exhibit 4.2(f) ("Transition Services
Agreement"), dated the Closing Date, and duly executed by Parent and
the Subsidiaries;
3. Attached hereto is (x) Schedule 2.1(b) referred to in Section 2.1(b) of
the Purchase Agreement and (y) the Amended and Restated Exhibit 4.2(f) referred
to in Section 4.2(f) of the Purchase Agreement.
4. With respect to Software and IT Contracts and governmental customer
Contracts, Purchaser agrees and acknowledges for all purposes under the Purchase
Agreement that the Seller Parties have used satisfactory efforts (including
Commercially Reasonable Efforts) to obtain the Consents contemplated by Section
9.7(b) of the Purchase Agreement.
5. Except as expressly set forth herein, all of the remaining terms and
conditions of the Purchase Agreement shall remain in full force and effect.
6. This Amendment may be executed and delivered in any number of
counterparts and by the different parties hereto on separate 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.
IN WITNESS WHEREOF, the parties, intending to be legally bound hereby have
caused this First Amendment and Acknowledgment to be executed on their behalf by
their officers thereunto duly authorized, as of the date first above written.
RISK MANAGEMENT ALTERNATIVES NCOP CAPITAL RESOURCE, LLC
PARENT CORP.
By: /s/ Xxxxxx X. Xxxxxxxx By: /s/ Xxxxxxx X. Xxxxxxx
---------------------------- ----------------------------
Name: Xxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxx
Title: President Title: CEO
RISK MANAGEMENT ALTERNATIVES RISK MANAGEMENT ALTERNATIVES
HOLDINGS, INC. INTERNATIONAL LIMITED
By: /s/ Xxxxxx X. Xxxxxxxx By: /s/ Xxxxxx X. Xxxxxxxx
---------------------------- ----------------------------
Name: Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx
Title: President Title: President
[SIGNATURE PAGE TO FIRST AMENDMENT AND ACKNOWLEDGMENT TO PURCHASE AGREEMENT]
RESOURCE RECOVERY CONSULTANTS, RMA INTERMEDIATE HOLDINGS
INC. CORPORATION
By: /s/ Xxxxxx X. Xxxxxxxx By: /s/ Xxxxxx X. Xxxxxxxx
--------------------------- -------------------------
Name: Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx
Title: President Title: President
RMA MANAGEMENT SERVICES, INC. RISK MANAGEMENT ALTERNATIVES
INTERNATIONAL CORP. CANADA
By: /s/ Xxxxxx X. Xxxxxxxx By: /s/ Xxxxxx X. Xxxxxxxx
--------------------------- -------------------------
Name: Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx
Title: President Title: President
NATIONAL REVENUE CORPORATION RISK MANAGEMENT ALTERNATIVES,
INC.
By: /s/ Xxxxxx X. Xxxxxxxx By: /s/ Xxxxxx X. Xxxxxxxx
--------------------------- -------------------------
Name: Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx
Title: President Title: President
RISK MANAGEMENT ALTERNATIVES RMA HOLDINGS LLC
PORTFOLIO SERVICES, LLC
By: /s/ Xxxxxx X. Xxxxxxxx By: /s/ Xxxxxx X. Xxxxxxxx
--------------------------- -------------------------
Name: Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx
Title: President Title: President
PURCHASED PAPER LLC RISK MANAGEMENT ALTERNATIVES
SOLUTIONS LLC
By: /s/ Xxxxxx X. Xxxxxxxx By: /s/ Xxxxxx X. Xxxxxxxx
--------------------------- -------------------------
Name: Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx
Title: President Title: President
[SIGNATURE PAGE TO FIRST AMENDMENT AND ACKNOWLEDGMENT TO
PURCHASE AGREEMENT]
