Exhibit 2.2
AMENDMENT NO. 1
THIS AMENDMENT NO. 1 dated as of May 31, 2002 ("Amendment No. 1") to
the ASSET PURCHASE AGREEMENT, dated as of April 10, 2002 (the "Original Purchase
Agreement"), is made and entered into by and among Agilisys International
Limited (f/k/a High Process Technology, Inc.), a company incorporated under the
laws of the Cayman Islands, and Systems & Computer Technology Corporation, a
Delaware corporation. Capitalized terms not otherwise defined herein have the
meanings set forth in the Original Purchase Agreement. Whenever reference is
made hereby to the "Agreement", such term shall mean the Original Purchase
Agreement, as amended by this Amendment No. 1.
Recitals
Purchaser and Seller have heretofore entered into the Original Purchase
Agreement. The undersigned now wish to amend certain provisions of the Original
Purchase Agreement.
NOW, THEREFORE, the parties hereto agree as follows:
Section 1. Section 1.1(b)(iv) of the Agreement is amended by inserting
the words ", including the Business' contract with Equiva Trading" immediately
after the word "hereto". Schedule 1.1(b)(iv) is amended by adding "Equiva
Trading" thereto.
Section 2. Section 1.1(b)(vi) of the Agreement and Schedule 1.1(b)(vi)
thereto are amended by deleting "Shamrock Foods Company" and "Xxxxxxxx Brands
International, Inc." therefrom, including the related reserves of $20,000 and
$10,351, respectively.
Section 3. Section 1.2(b)(F) of the Agreement is amended by deleting
the words "Shamrock Foods Company" and "Xxxxxxxx Brands International, Inc."
therefrom.
Section 4. A new Section 1.9 is hereby added to the Agreement:
"1.9 Certain Schedules. Seller and Purchaser acknowledge and agree that
the Schedules contemplated by each of Section 1.1(a)(ii), Section 1.1(a)(iv) and
Section 1.1(a)(v) of the Original Purchase Agreement have not been prepared and
mutually agreed upon (and Schedule 5.14 has not yet been updated) as
contemplated in such Sections of the Original Purchase Agreement. Accordingly,
promptly following the date hereof, the parties will mutually prepare, and the
parties will confer and mutually agree upon a specifically identifiable list of
assets contemplated by Section 1.1(a)(ii), Section 1.1(a)(iv) and Section
1.1(a)(v) of the Original Purchase Agreement which lists of assets will be used
to calculate the Net Asset Value as contemplated in Section 1.4 of this
Agreement, and the parties will confer and mutually agree upon a specific list
of guarantees to be included on Schedule 5.14."
Section 5. Schedule 1.1(a)(vii) attached hereto sets forth, as of May
31, 2002, the updated list of Transferred Employees contemplated by Section
5.6(a) of the Original Purchase Agreement, to reflect hiring and termination
activity between April 10, 2002 and May 31, 2002.
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Section 6. Schedule 1.1(a)(xiv) and Schedule 1.1(b)(xiv) of the
Agreement are attached hereto.
Section 7. Each of the undersigned agrees that the mutually agreed upon
Estimated Net Asset Value described in the first sentence of Section 1.4(a) of
the Agreement is $866,000, as reflected in the attached estimated Closing Date
balance sheet. Notwithstanding any provision in the Agreement to the contrary
(including, without limitation, Section 5.6(d) of the Agreement), the parties
agree that (i) for all purposes of Section 1.4 of the Agreement, including
without limitation, for purposes of the determination of the Estimated Net Asset
Value and the Actual Net Asset Value, the Business' Closing Date obligation for
accrued vacation pay is deemed to be exactly $225,000 (and will not be subject
to further review by any party or its advisors), as reflected in the estimated
Closing Date balance sheet described in the first sentence of this Section 6 and
(ii) neither Seller nor any of its Affiliates shall have any further liability
or obligation to pay or otherwise compensate Purchaser or any of its Affiliates
for any accrued vacation pay for any Transferred Employee, except as otherwise
expressly set forth in this Section 6 (with respect to the accrual of $225,000
of accrued vacation pay in the Estimated Net Asset Value and the Actual Net
Asset Value).
Section 8. Subject to the other terms and conditions set forth herein
and in the Transition Services Agreement, (i) Purchaser hereby waives compliance
with Section 6.1(e) and Sections 6.1(i)(ii) and (iii) of the Agreement solely
with respect to Seller's failure to obtain the consent of the landlords with
respect to the premises located in Alpharetta, Georgia and Xxxxxx-in-Xxxxx, U.K.
and (ii) neither party shall have any further liability or obligation to the
other as a result of Seller's failure to obtain the aforementioned consents (it
being agreed that the parties will cooperate with each other and use
commercially reasonable efforts to continue to obtain such consents following
the Closing).
Section 9. Section 8.3(c) of the Agreement is amended by inserting the
words "or (iii) any claim made as a result of Purchaser's failure to obtain a
registration number for its French subsidiary prior to the Closing Date"
immediately before the period at the end of the first sentence thereof.
Section 10. Except as expressly set forth herein, all terms and
conditions of the Original Purchase Agreement shall remain unchanged.
* * * * *
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IN WITNESS WHEREOF, this Amendment No. 1 has been duly executed and
delivered by the duly authorized officer of each party hereto as of the date
first written above.
AGILISYS INTERNATIONAL LIMITED
(f/k/a HIGH PROCESS TECHNOLOGY, INC.)
By: /s/ Xxxxx Xxxxxxx
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Name: Xxxxx Xxxxxxx
Title: Director
SYSTEMS & COMPUTER TECHNOLOGY CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxxxx
Title: Sr. Vice President and
General Counsel
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