EXHIBIT 2.2
LETTER AGREEMENT
November 22, 1996
FEI Company,
0000 XX Xxxxxxxxx Xxxxxxx,
Xxxxxxxxx, Xxxxxx 00000
Ladies and Gentlemen:
This is with reference to the Combination Agreement, dated as of
November 15, 1996 (the "Agreement"), between Philips Industrial Electronics
International B.V. and FEI Company. Pursuant to Section 9.2 of the
Agreement, we hereby agree that the Agreement shall be amended as follows:
1. Section 4.5 of the Amendment is hereby amended by deleting the current
language thereof and replacing it with following:
Section 4.5 PEO Financial Statements. Each of the PEO financial
statements for the PEO Business for the years ended December 31,
1993, 1994 and 1995 and the nine months ended September 30, 1996
(including the related notes and schedules) (the "PEO Financial
Statements"), other than any financial statements for the nine
months ended September 30, 1995 which are unaudited, was audited
by KPMG Accountants and each of the consolidated balance sheets
included in or incorporated by reference into the PEO Financial
Statements fairly presents the consolidated financial position of
the PEO Business as of its date and each of the consolidated
statements of operations, cash flows and stockholders' equity
included in or incorporated by reference into the PEO Financial
Statements fairly presents the results of operations, changes in
cash flows and stockholders' equity, as the case may be, of the
PEO Business for the periods set forth therein (subject, in the
case of unaudited statements, to notes and normal year-end audit
adjustments that will not be material in amount or effect), in
each case in accordance with GAAP consistently applied during the
periods involved, except as may be noted therein. The PEO
Financial Statements were made available to FEI prior to the date
hereof.
2. The first sentence of Section 4.7 of the Agreement is amended (i) by
inserting the words "reflected in the financial statements of the PEO
Business for the nine months ended September 30, 1996 and as"
immediately following the words "Except as" and (ii) by replacing the
words "September 30, 1996" with the words "December 31, 1995".
3. Subparagraph (d) of Section 6.3 of the Agreement is amended by
replacing the words "June 30, 1996" with the words "December 31,
1995".
This letter agreement shall be governed by the laws of the State
of New York, without giving effect to the principles of conflicts of laws
thereof.
This letter agreement may be executed by the parties on separate
counterparts which, when taken together with counterparts signed by the
other party, shall constitute a single fully executed amendment to the
Agreement which shall be as fully binding and effective as if each party
had executed the same copy.
2
Sincerely,
PHILIPS INDUSTRIAL ELECTRONICS
INTERNATIONAL B.V.
By: R. SONNEMANS
-------------------------------
Name: R. Sonnemans
Title: CFO
Agreed to and accepted this 22nd day of November, 1996:
By:
----------------------------------
Name:
Title:
3
