Exhibit 2.2
FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT
This FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT (this "AMENDMENT")
is made and entered into on July 2, 2001, effective as of 12:01 a.m. Central
Time on July 1, 2001, 2001, by and among EDS INFORMATION SERVICES L.L.C., a
Delaware limited liability company (the "BUYER"), ELECTRONIC DATA SYSTEMS
CORPORATION, a Delaware corporation (the "BUYER PARENT"), SABRE INC., a
Delaware corporation ("SABRE" or the "SELLER"), and SABRE HOLDINGS
CORPORATION, a Delaware corporation (the "SELLER PARENT").
WHEREAS, Buyer, Buyer Parent, Seller and Seller Parent are parties
to an Asset Purchase Agreement dated March 14, 2001 (the "ORIGINAL AGREEMENT";
WHEREAS, the parties hereto desire to amend certain portions of the
Original Agreement as set forth in this Amendment.
NOW, THEREFORE, in consideration of the mutual agreements contained
herein and for other good and valuable consideration described herein, the
Buyer, the Buyer Parent, the Seller and the Seller Parent agree as follows:
1. The terms and provisions of the Original Agreement shall
continue in full force and effect unless expressly amended by this Amendment.
The representations and warranties contained in Articles V and VI of the
Original Agreement, as amended by this Amendment, shall continue to be deemed
to be made as of March 14, 2001 and shall not, by reason of this Amendment or
otherwise, be deemed to have been made or remade at any later date (including
the date of this Amendment).
2. The Original Agreement is hereby amended as follows:
(a) Section 4.2(a)(xiv) is amended to read as follows:
"[Intentionally Omitted]";
(b) Section 4.2(b)(xii) is amended to read as follows:
"[Intentionally Omitted]";
(c) Section 11.7 is amended to delete the phrase "the
Revenue Sharing Agreement,";
(d) The definition of "Transaction Documents" in
Section 13.10 is amended to delete the phrases "the Revenue Sharing
Agreement";
(e) Exhibit 4.2(a)(x) is deleted in its entirety and
replaced with Exhibit 4.2(a)(x) attached to this Amendment;
(f) Exhibit 4.2(a)(xii) is deleted in its entirety and
replaced with Exhibit 4.2(a)(xii) attached to this Amendment; and
(g) Exhibit 4.2(a)(xiv) is deleted in its entirety;
3. The parties hereby terminate the Air Services Business
Letter of Intent.
4. This Amendment shall be governed by and construed in
accordance with the laws of the State of Texas without giving effect to any
of the conflict of law rules thereof.
5. This Amendment may be executed in any number of
counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same instrument.
- 2 -
IN WITNESS WHEREOF, this Amendment has been executed by duly
authorized officers of each of the parties as of the date first above written.
EDS INFORMATION SERVICES L.L.C.
By: /s/ Xxxxx X. X. Xxxxxx
------------------------------------
Name: Xxxxx X. X. Xxxxxx
Title: Vice President
ELECTRONIC DATA SYSTEMS CORPORATION
By: /s/ Xxxxxxx Xxxxxxxx
------------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: President, U.S. Southwest - IS
SABRE INC.
By: /s/ Xxxx. X. Xxxxxx
------------------------------------
Name: Xxxx X. Xxxxxx
Title: Senior Vice President and
General Manager
SABRE HOLDINGS CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Executive Vice President, Chief
Financial Officer and Treasurer
- 3 -
